Phoenician Corporation V Limited Posting of Re-Admission Document

Phoenician Corporation V Limited (`the Company')
 
Acquisition of Prime Investments Group Limited ("Prime") and Posting of Re-Admission Document to Shareholders

The Company is pleased to announce that it has today entered into a revised acquisition agreement to purchase the entire issued share capital of Prime (the "Acquisition). The agreed aggregate consideration for the Prime shares, is GBP247,846,714 which is being met by the issue of shares in the Company.
 
It was announced on 24 December 2010, that the Company had conditionally entered into an acquisition agreement with the shareholders of Prime for the purposes of acquiring the whole of the issued share capital of Prime at a price of GBP0.20 per Prime share. Application for Admission was also submitted to PLUS on 24 December 2010.
 
Shareholders voted overwhelmingly in favor of the acquisition at the Company's general meeting which took place on 31 January 2011. During this time, discussions were continuing between PLUS and the Board in respect of the said Admission.
 
Certain additional conditions to re-admission were stipulated by PLUS after the application was submitted on 24 December 2010. In order to meet the additional conditions, the Company has, since this date been actively engaged in amending the structure of the acquisition in order to meet and comply with PLUS' requirements. As a result, the parties to the acquisition agreement have agreed to restructure the terms of the Acquisition.
 
Accordingly, the parties have agreed to remove the income stream which it was anticipated would be derived from the Rose Rayhaan Hotel (the "Tower") and which was receivable by Prime under the capital lease agreement (the "CLA"). In order to do so, they have entered into the following agreements:
 
  * an Assignment Reversal Agreement pursuant to which the rights to the Tower transferred to Prime by ABBCo Facilities Management LLC ("ABBCo") under the Assignment Agreement, are transferred back to ABBCo upon similar terms but for a consideration of AED 1,000; and
 
  * as a result of Prime no longer having the rights to the Tower, a Termination Agreement terminating the CLA.
 
The consideration payable by ABBCo for the rights to the Tower (under the Assignment Reversal Agreement) is considerably less than the amount paid by Prime Investments for the same rights at the time the Assignment Agreement was entered into. This is because, to date, the Tower has not performed as well as had been expected and its value has now been written down to zero in Prime Investments' balance sheet.
 
Accordingly, and due to the reassignment to ABBCo of the Tower, the 328,238,782 Prime shares issued to Abdulla Saeed Abdulla Mohamed Brook Al Hamiri, Noor Aldeen S. A Atatreh, Anas S. A Atatreh and Mohammed S. A Atatreh ("the Warrant Shareholders") under an Assignment and Settlement Agreement, were converted, into the same number of Deferred Shares save for:
 
 i. 1,802,354 shares representing $600,000 which has been received by Prime under the CLA and allotted to the Warrant Shareholders pursuant to the Supplemental to Assignment and Settlement Agreement; and
 
ii. 3,650,000 shares issued to the Warrant Shareholders to repay a loan of GBP 730,000 made by Anas Atratreh to Prime and allotted pursuant to the Loan Agreement Addendum.
 
The result is, in the case of the Warrant Shareholders, their holding has been split into Prime shares and deferred shares (which are non-voting shares which have no entitlement to dividends).
 
At the same time as purchasing the Prime shares, the Company will purchase these deferred shares in consideration for the issue to the Warrant Shareholders of Warrant Instruments (in proportion) entitling the Warrant Shareholders to subscribe for shares in the Company equal to the number of deferred shares which they hold at the date of completion of the acquisition.
 
Immediately following Admission, Shareholders are therefore less diluted than they would have been under the terms of the original acquisition agreement, and the Warrant Shareholders will need to inject the requisite cash and/or assets at the election of each Warrant Shareholder into the Enlarged Group in order to exercise the Warrant Instruments and be allotted shares in the Company. The maximum injection of assets which can be made under the Warrant Instruments is 98% of the exercise price which is GBP0.20.
 
In light of this restructuring, the Company has today, reapplied to PLUS Markets for the re-admission of its entire issue share capital as increased by the allotment of the said consideration shares to Prime shareholders (the "Readmission").
 
Prime's primary objective is to identify real estate and other investments in Middle Eastern and North African countries and other regions of the world. Its principal asset is the land bank at Ajman described in the announcement made by the Company on 24 December 2010.
 
It is the view of the Board that the Acquisition (as amended) will add significant value to the Company notwithstanding the removal of the income stream from the Tower, which removes a non-performing asset from the balance sheet of Prime Investments.
 
Brief biographical details of the Directors and the Proposed Directors are set out below. On completion of the Acquisition and conditional upon Admission, the Proposed Directors will join the enlarged board whilst Spencer Wilson, Lisa Lee and Jason Futko will resign. Edwin Lee will remain on the Board.
 
Information regarding the Proposed Directors' service agreements and letters of appointment (as appropriate), including details of their remuneration and share of net profits, can be seen in the Admission Document.
 
Directors
 
Jason Richard Futko, CA, Chairman
 
Jason Futko is a co-founder and senior managing director at NVS Bancorp Limited. In his previous role of 11 years, Mr. Futko was a partner in an international boutique merchant bank, Newhaven Merchant Bank, where he ran the Toronto and London offices while managing the firm's operations. He has substantial expertise in listing companies, international deal structuring, deal management and execution. He has directorship experience in public and private businesses including several publicly listed "special purpose vehicles". Mr. Futko has also been an officer of an alternative investment fund.
 
Mr. Futko spent many years in corporate consulting and project management, with a focus on restructuring, streamlining of operations, and post-merger integration. His consulting clients included the Canadian Government, large financial institutions, technology and food services businesses. Mr. Futko served as a chartered accountant with PriceWaterhouseCoopers and other mid-sized firms. Mr. Futko was educated at the University of Waterloo and is a member in good standing with the Canadian Institute of Chartered Accountants.
 
Spencer John Wilson, Non Executive Director
 
Spencer Wilson is currently managing director and partner at Markab Capital, a merchant bank and multi-family office.  Prior to joining Markab, Spencer was a partner for many years at a private merchant bank, Newhaven Merchant Bankers, where he still holds a significant interest.  Spencer has also been involved in private equity and has formed and served on the board of several investment vehicles globally.  Spencer continues to serve on the board of several private and public companies which are disclosed in this Document.
 
Edwin Sebastian Lee, CA, Non Executive Director
 
Edwin Lee has extensive experience in the public company sector and in listed companies both in London and Toronto. He has a specialisation in bringing Asian companies to the public markets. As part of that activity, Edwin is a Managing Director of several investment vehicles branded "Phoenician" including the current company which will be taken over by Prime. In the past, Mr. Lee was the Chief Financial Officer and a director of Asia Now Resources Corp ("Asia Now"), a Toronto Stock Exchange Group listed company, engaged in mineral exploration company in China. Asia Now completed a reverse takeover with one of the first of the Phoenician group companies, Phoenician Holdings Corp, a Capital Pool Company ("CPC") listed on the Toronto Stock Exchange Group. He has also been a corporate officer of Octavian Growth Partners Limited, the general partner to Octavian Growth LP, an alternative investment fund. Prior to entering the corporate finance industry, Mr. Lee held several financial positions including a Senior Auditor with PriceWaterhouseCoopers where he supervised audits in a cross section of industries, trusts and funds. Edwin was educated at the University of Toronto and is a member in good standing of the Canadian Institute of Chartered Accountants.
 
Lisa M. Lee, CA, Non Executive Director
 
Ms. Lee has over a decade of accounting experience ranging from auditor to senior finance director, including substantial experience in establishing a corporate governance infrastructure in preparation for public listing and managing ongoing compliance requirements of large multi-national public entities. Ms. Lee also has in-depth knowledge of U.S.A. based Sarbanes-Oxley ("SOX") legislation and Public Company Accounting Oversight Board (PCAOB) rules and ethics for auditing standards and compliance. She started her professional career at KPMG Canada where she led audit and review engagements of small owner-managed and large international conglomerate client entities in the communication, utility, real estate, high-tech, advertising, manufacturing, and investment industries. Within her tax manager position she developed detailed tax plans to assist personal and corporate clients in minimizing taxes on various business transactions. Subsequently, she worked as a financial applications consultant at SAP Canada Inc., as a finance business manager at Cisco Systems Inc. and as a Manager of Finance and Business Systems at OpenTV

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Inc. in California. For the past six years Ms. Lee has been Senior Director of Finance at Google Inc. where she developed the company's corporate governance infrastructure requirements of the U.S.A. based Securities and Exchange Commission ("SEC") and NASDAQ. Her remit within Google also includes the establishment and maintenance of corporate financial internal audit functions with global responsibilities to assess processes to drive accountability, including performance of operational and financial risk assessments, internal investigations, and regulatory compliance reviews of various product offerings and foreign entities. Ms. Lee also managed the company's disclosure controls and procedures, and reporting requirements of the Disclosure Committee reporting to the Audit Committee. She initiated and led improvements within Finance to promote accountability and scalability to comply with fiduciary responsibilities. She formed an effective control environment to achieve and ensure SOX compliance with no material weaknesses. Ms. Lee received her Honours Bachelor of Arts and Master of Accounting Degree at the University of Waterloo and is a registered Chartered Accountant and a Tax Specialist with the Canadian Institute of Chartered Accountants.
 
Proposed Directors
 
Dr Noor Atatreh
 
Dr. Noor Atatreh, a board member of Prime Investments Group Limited and of Bonyan International Investment Group (Holding) and University of Jazeera LLC, also holds the position of Vice President of Bonyan International Holding LLC.

Whilst holding a Doctorate in the field of Pharmacy, he has acquired considerable experience outside of the medical services sector whilst participating in the management of Prime International Investments Group Limited, Fliteport FZCO within the aviation field and the University of Jazeera in the education, sector.
 
Since the incorporation of Bonyan International Investments Group in 2003, Dr Noor alongside the board of directors collectively identified sustainable investment opportunities in the real estate and hospitality sectors. Within his parameter as a board member he undertakes the review of the annual budget and financial forecasts as well as performance reviews of senior executive management.
 
As Vice Chairman of Bonyan International Holding since 2007, Dr Noor has played an active management role focusing on streamlining operational processes, restructuring, review of annual budget and resource planning.
 
In his recent position as Executive Director of Prime Investments Group Limited, he has played a pivotal role in the founding of the company and its business strategy whilst overseeing the Private Placement and acquisition of the Eye of Ajman Plots. Dr Noor has been the driving force behind the management team to create a transparent foundation with strong corporate governance policies in preparation for a public listing.
 
Dr Noor has been instrumental in driving forward the Bonyan projects outlined in Part I of this Document.
 
Dr Noor is also a Warrant Shareholder.
 
Abdulla Saeed Abdulla Mohamed Brook Al Hamiri
 
As the Chief Executive Officer and board member of ABBCo Facilities Management Services LLC since 2002 and Chairman of Bonyan International Investments Group (Holding) LLC since 2003, Mr Al Hamiri has played a key role in developing the corporate strategy and reviewing the core business processes to ensure effective execution of the business plans. Through his collaboration with key partners and commercial networks, Mr Al Hamiri has successfully identified, developed and acquired multiple assets whilst ensuring adequate funding for the diversification of its asset portfolio and sufficient working capital to manage the company's finances through a period of rapid growth.
 
Mr Al Hamiri has provided services to the Government Lands Department and Department of Civil Service in the UAE.
 
He is an executive director of Prime Investments.
 
Mr Al Hamiri has been instrumental in driving forward the ABBCo co-development projects with Bonyan outlined in Part I of this Document.
 
Mr Al Hamiri is also a Warrant Shareholder.
 
Dr Abdulaziz Fahad Alongary
 
Dr Abdulaziz began his career with Saudi Arabian Monetary Agency ("S.A.M.A") providing technical and analytical support between 1991 and 1998. During his term with S.A.M.A his duties included; team leader of Data Entry and Coordination for the HQ and 9 branch offices. Manager of the Command Centre required him to develop, implement and support project planning and control as well as review project deliverables. In addition, he trained, managed and performed performance reviews of key personnel within the Technical Department.
 
In 1998, Dr Abdulaziz took on the role of Chief Executive Officer for Roaj Marketing & Training Company, Kingdom of Saudi Arabia, which specialized in providing customized marketing and training courses for leading financial and investment institutions. During this time, Dr Abdulaziz provided consultancy services to UK Land & Investment Company, BNP Paribas Bank Geneva, Century 21 Company, Al Salam Group and Rotana Group.
 
In 2000, he entered the real estate and development sector. As Chief Executive Officer of Aqar Holding, a company with a startup capital of SR1 billion, Dr Abdulaziz developed and managed the overall business strategy, undertaking an active management role over the company's ongoing projects.
 
Dr Abdulaziz has been board member of a number of investment companies dedicated to the real estate and development sector, including Bonyan International Holding KSA, Aqar Holdings KSAand ENMA Development Company Kingdom of Saudi Arabia where he played a pivotal role in diversifying the company's portfolio. In 2007, Bonyan International Holding KSA was incorporated following on from the success of Bonyan in Dubai of which Dr Abdualaziz assumed the role of Managing Director.
 
In 2009, Dr Abdulaziz founded Exsaab Investment Holding Co and Exsaab Commuincation Company in Kingdom of Saudi Arabia, focusing on recycling and communication infrastructure.
 
Dr Abdulaziz also sits on the board of Faifa Travel Agency, KSA and is a founding member of Prime International Investments Group.
 
Robin Paynter Bryant
 
Robin Paynter Bryant joined UK Merchant Bank Hill Samuel & Co. Limited (now Lloyds Banking Group) in 1982 to work on specialist asset, liability and treasury risk management for UK and European borrowers in the corporate and the then newly privatising sectors. He joined Daiwa Securities Ltd (now SBCM Securities) London in 1987 to undertake corporate finance advisory, IPO and privatisation work with UK and European companies. He participated in opening up the UK and European equity market to international investors, undertaking over 50 transactions over a broad range of advisory, IPO /equity and securities products with governments and companies ranging from blue chip banks to larger quoted and unquoted family-controlled companies in the UK and Europe. He advised the FIAT Agnelli Holding Company IFIL SpA (now Exor) on its IPO issues and diversification strategy into Hotels (Accor), Dept. stores (Rinascente) and Real Estate.
 
In 1991, he joined Credit Lyonnais Securities Plc, Laing and Cruickshank where he had responsibility for UK and European corporate finance. He advised the UK Water Regulator OFWAT and the Italian Government on the establishment of TAV spa (the National high speed train network).In 1994, he founded Camborne Associates Limited, an FSA registered corporate advisory company, advising companies such as the UK listed Severn Trent Water Plc on its development strategy. He joined Nikko Securities (London) Plc. (now CitiGroupTravellers) in 1997 to start its corporate finance operation for UK and Europe and effected the first Greek and Turkish Bank Government privatisation IPOs. In 1999, when Nikko merged into Travellers/Citigroup, he moved to LCF Edmond de Rothschild Securities Corporate Finance Advisory and then went on, in 2001, to found and direct the cross-border Corporate Advisory department of the Industrial Bank of Japan Plc (now Mizuho, then the world's largest bank by assets). He is Managing Director of Orange Tree Advisors which provides strategic corporate advice to business owners, funds and corporates. He has advised the UK Government's DfE on its public-private Private Equity partnership in the GBP55 billion national BSFI Real Estate programme. He is a non-executive director of Go Modern Limited, a leading UK Furniture and Design retail business. He has an MA in Spanish and French from New College, Oxford University. He has been registered with the FSA since its inception in 1986.
 
Prime's main objective is to invest in a mixture of immediate cash generating assets and capital appreciating assets that are, where possible, Shari'ah compliant.
 
A copy of the revised Admission Document has been sent to shareholders today. Also, a copy of the Admission Document will be available on the PLUS Markets website.

Expected Timetable

Publication of this Document
17 June 2011

Completion date of the Acquisition 
1 July 2011

Admission effective and dealings commence in the Enlarged Share Capital on PLUS
6 July 2011

CREST accounts credited (where applicable)
6 July 2011

Definitive share certificates issued (where applicable)
11 July 2011

THE DIRECTORS TAKE RESPONSIBILITY FOR THIS ANNOUNCEMENT
 
Contact:
 
Jason Futko, Phoenician Corporation V Limited
Second Floor, Olde Towne Marina
Sandy Port, West Bay Street
PO Box N4825
Nassau, Bahamas
T: 0014163193111
0014163193111
E: jfutko@gmail.com
 
Gerard Thompson & John May
City & Westminster Corporate Finance LLP
2nd Floor, Stanmore House
29-30 St James's St.
London SW1W 1HB
T: 004420 7766 0080
F: 004420 7839 5870
E: gthompson@city-westminster.com or jmay@city-westminster.com