STRATEGIC INTERNET INVESTMENTS, INCORPORATED (OTCMKTS:SIII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On October 25, 2017, Strategic Internet Investments, Incorporated (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with Najibi Investment Trading FZC (“Najibi”), to which Najibi agreed to purchase $60 million of 12.00 per cent. Convertible Bonds due 2022 issed by the Company (the “Bonds”). The Subscription Agreement was entered into to the purchase of 50.1% of the stock of Parsan Turizm Anonim Sirketi (“Parsan Turizm”), which owns the Renaissance Izmir Hotel in Izmir, Turkey (the “Hotel”).
The Subscription Agreement provides that the Bonds were issued to Najibi on a deferred payment basis. Within 21 business days, Najibi must transfer 50% of the shares of Parsan Turizm (valued at $20.7 million) to the Company and pay to the Company $39,300,000, of which approximately $23.7 million will be used to pay the mortgage on the Hotel, and the remaining approximately $15.6 million will be paid to the Company as working capital.
Najibi is a related party to our Chief Executive Officer and Director, Abbas Salih, as a result of Mr. Salih’s ownership interest in and/or control of Najibi. It is contemplated that Najibi will either transfer part of the Bonds or the sales proceeds therefrom to G7 Entertainment Incorporated, SOHA Investment & Partners, and Royaltun General Trading L.L.C., to the Securities Purchase Agreements entered into on August 30, 2016 among the Company and those parties. G7 Entertainment Incorporated, SOHA Investment & Partners, and Royaltun General Trading L.L.C. are also related parties to Mr. Salih due to Mr. Salih’s ownership interest in and/or control of these entities.
The Company also intends to purchase 0.1% of the stock of Parsan Turizm from one or more of Parsan Turizm’s current shareholders.
The Company is working diligently toward closing of the purchase of the Parsan Turizm transaction and intends to close the transaction as soon as possible.
Item 3.02 Unregistered Sales of Equity Securities.
The Company incorporates by reference the disclosure set forth above under Item 1.01 for this Item.
The Bonds have the following terms:
- 12% interest due on October 25th of each year until maturity
- Principal due October 25, 2022
- Bonds may be converted into common stock of the Company at the rate of $1.00 per share at the election of the holder
- Bonds may be redeemed in whole (but not in part) at any time
- A holder may require the Company to redeem all (but not part) of all of such holder’s Bonds upon a change of control of the Company
About STRATEGIC INTERNET INVESTMENTS, INCORPORATED (OTCMKTS:SIII)
Strategic Internet Investments, Incorporated is a development-stage company. The Company is engaged in the acquisition of a prospective real estate property. The Company’s business is focused on real estate development projects located in Europe and the Middle East. The Company focuses to explore investment opportunities. The Company does not own an interest in any real estate property. The Company has no operating revenues.
