|By Marketwired .||
|December 17, 2013 07:00 AM EST||
TORONTO, ONTARIO -- (Marketwired) -- 12/17/13 -- 360 VOX Corporation (TSX VENTURE: VOX) - 360 VOX Corporation ("360 VOX") is pleased to announce that it has, through its subsidiary, acquired a controlling interest in Clearpoint Resort in Cavtat, Croatia ("Clearpoint"), through acquiring a 65% interest in its holding company, Clearpoint Resort Limited Malta ("CRLM").
Clearpoint will be a master-planned hotel, marina and recreational residential development that envisages a mix of private apartments, townhomes and luxury villas, on over 100,000 m2 in Cavtat, Croatia, near Dubrovnik. CRLM has through its subsidiaries identified and acquired certain lands in respect of the project.
"The remarkable beauty of this region, combined with the emergence of Croatia as a new member of the European Union, make Cavtat a perfect location for our next European development," said Robin Conners, CEO of 360 VOX. "Cavtat and Dubrovnik are proven destinations of choice, with an abundance of lifestyle amenities and the convenience of international airlift from major European centres."
"Our vision for Clearpoint Resort will be realized with 360 VOX as our new partner," said Srecko Bobeta, president of Dalmi Resorts. "The partnership grants us access to capital and unparalleled expertise to develop, manage and market this remarkable development in an extraordinary location with rich history and tradition."
360 VOX completed a transaction pursuant to which it converted the equivalent of EUR2,055,123 in loans owing by CRLM, into equity in CRLM, and subscribed for additional shares for EUR590,000. As a result of the transaction, 360 VOX now holds a 65.15% interest in CRLM. In addition, 360 VOX entered into a shareholders agreement in respect of its holdings with the other shareholders of CRLM and agreements with CRLM pursuant to which it will manage the development, operations and construction of Clearpoint and coordinate sales and marketing of the resort.
360 VOX's shares in CRLM are voting shares entitled to a preference with respect to dividends and distributions up to the amount of 360 VOX's investment and thereafter are equal with the shares held by other shareholders following an amount equal to the amount invested in such shares having been paid to such shareholders. In addition, 360 VOX purchased, for nominal value, 80% of the non-voting shares in CRLM from Dalmi Resorts Limited, which entitle the holder to a pro rata portion of 25% of the dividends and distributions from CRLM following the above noted amounts having been paid in full.
The CRLM shareholders agreement provides for the conduct of the business and affairs of CRLM, certain restrictions on the transfer and ownership of the shares, and the relationship amongst the shareholders. Under the terms of the shareholders agreement:
-- 360 VOX is entitled to nominate three of the five directors of the CRLM board. -- Certain decisions in respect of CRLM or its subsidiaries require approval by holders of two-thirds of the shares entitled to vote on the matter. -- 360 VOX or the other shareholders of Clearpoint will have six months, following a licence to operate a hotel at Clearpoint being issued by the Croatian Ministry of Tourism, during which either may require the voting shares in CRLM to be exchanged for Class A common shares in 360 VOX based on the value of Clearpoint's and 360 VOX's shares at such time. The exercise of such rights is subject to certain conditions including approval by CRLM's board of directors and the TSX Venture Exchange.
In connection with the transaction 360 VOX has replaced Dalmi d.o.o. as the manager for the development.
On Behalf of the Board of Directors
Robin Conners, President and CEO
About 360 VOX: 360 VOX is a publicly traded company, incorporated under the laws of Ontario and listed on the TSX Venture Exchange under the symbol "VOX". 360 VOX is engaged in the business of managing and developing international hotel, resort, residential and commercial real estate projects through its wholly-owned subsidiaries. 360 VOX is also engaged in the sales and marketing of real estate through Sotheby's International Realty Canada and Blueprint Global Marketing.
This news release contains forward-looking statements and information within the meaning of applicable securities legislation. These statements reflect managements' current expectations, estimates, projections, beliefs and assumptions that were made using information currently available to management. In some cases, forward-looking statements can be identified by terminology such as "may" "will", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "forecast", "outlook", "potential", "continue", "should", "likely" or the negative of these terms or other comparable terminology. Forward-looking statements include statements with respect to the completion and composition of Clearpoint and are based on assumptions that management believe are reasonable. These statements are not guarantees of future results and are subject to numerous risks and uncertainties, including CRLM's decision on whether to proceed with Clearpoint; and the availability of capital to finance construction and development of Clearpoint; adverse factors generally encountered in the resort industry; the risks associated with world events, including war, terrorism, international conflicts, natural disasters and extreme weather conditions; general economic conditions, supply and demand changes for resort properties; competitive conditions in the resort industry; changes to permitting and entitlements; changes to the resort industry and government regulation and currency fluctuations. Although management believes that the anticipated future results, performance or achievements expressed or implied by the forward looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve assumptions, known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of 360 VOX to differ materially from anticipated future results, performance or achievements. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy and accuracy of this release.
Chief Financial Officer