MIDI plc – Class 1 Transaction
MIDI plc announced that pursuant to the approval of it Board of Directors, a shareholders' agreement was signed between T14 Investments Ltd (a fully owned subsidiary of the company) and Benny Holdings Ltd (a company owned and controlled by independent third parties). Prior to the signing of this shareholders' agreement, the partners (T14 Investments Ltd and Benny Holdings Ltd) formed a company named Mid Knight Holdings Limited, structured as a joint venture, with each partner retaining 50% beneficial and voting rights.
Subsequent to the signing of the shareholders' agreement, by means of a deed in the records of Notary Dr Pierre Attard, the joint venture acquired from MIDI plc the emphyteutical title pertaining to the site located at Tigne Point measuring approximately 2,000 sqm (T14 Site), in order to develop thereon a business centre.
The transfer of the T14 Site took place for an aggregate consideration of EUR 11.7 million payable by the joint venture to the MIDI group. This amount is equivalent to the carrying value of the asset. Amounts due to MIDI will be payable to T14 Investments Ltd. An amount equivalent to EUR 1,999,000 will be settled by the joint venture by issuing to T14 Investments Ltd 1,999,000 ordinary shares of a nominal value of EUR 1 each, credited as fully paid up. The balance of the consideration is to be repaid by the joint venture to T14 Investments Limited together with interest at the rate of 5% p.a., with principal repayments to be effected only subsequent to repayment by the joint venture of its bank facilities. Interest and capital repayments are to be settled in full by the joint venture by December 31, 2029. The sale proceeds, once received, are envisaged to be utilised by the MIDI group to meeting its working capital requirements.
The Board of Directors is of the opinion that the development of the business centre requires long term capital resources and accordingly is best undertaken jointly with a strategic partner, in line with the company's overall aim to ensure the best use of its existing capital resources.
Pursuant to the Listing Rules, MIDI does not exclude that following the completion of the business centre by the joint venture and the maturity of such an operation in the years ahead, it may seek to dispose of its shareholding in the joint venture in order to focus on its principal objective and its main operating activity, that is the development and the subsequent sale of residential and commercial property at Tigne Point and Manoel Island.
Since the T14 Site is neither a business nor a company, there are no profits attributable to the T14 Site and similarly no key individuals that need to be identified pursuant to the Listing Rules.
To view the official company announcement, click here.