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Phoenician Corporation V Limit (PHVP)

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Friday 17 June, 2011

Phoenician Corporation V Limit

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 £247,846,714 
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 £0.20 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

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 £
    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 £0.20.

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

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.


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

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
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

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 £55 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

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

Expected Timetable

Publication of this Document           17 June 2011                            
Completion date of the Acquisition     1 July 2011                             
Admission effective and dealings       6 July 2011                             
commence in the Enlarged Share Capital                                         
on PLUS                                                                        
CREST accounts credited (where         6 July 2011                             
Definitive share certificates issued   11 July 2011                            
(where applicable)        

THE DIRECTORS TAKE RESPONSIBILITY FOR THIS ANNOUNCEMENT                                                     


Jason Futko, Phoenician Corporation V Limited
Second Floor, Olde Towne Marina
Sandy Port, West Bay Street
PO Box N4825
Nassau, Bahamas
T: 0014163193111
E: [email protected]

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: [email protected] or [email protected]

a d v e r t i s e m e n t