European Bank for Reconstruction and Development ("Secured Party") will offer to sell shares of Gelegen, Inc., a Delaware corporation ("Gelegen DE"), and Gelegen, Inc., a Pennsylvania corporation ("Gelegen PA"), owned by IRED Holdings Limited, a British Virgin Islands company ("Debtor"), in a public foreclosure auction, at 10:00 a.m., Eastern Time, on Wednesday, June 8, 2016 at Withers Bergman LLP, 430 Park Avenue, 10th Floor, New York, N.Y. 10022 ("Withers").
Debtor has represented that (i) the shares constitute all outstanding capital stock of such companies, (ii) Gelegen DE owns through subsidiaries the planned Leipzig Hotel Kyiv, to be located in the center of Kiev, Ukraine (the “Hotel”), and a building at Prorizna. 22B, Kyiv, Ukraine, and (iii) Gelegen PA holds a land lease on which the planned Hotel will be situated.
The offer and any sale is being made pursuant to the New York Uniform Commercial Code, applicable Stock Pledge Agreements and applicable U.S. securities laws. Secured Party may establish other terms and conditions. Information in Secured Party’s possession pertaining to the shares will be available for inspection in a virtual data room or at Withers on Wednesday, June 1, 2016 between 10 a.m. Eastern Time and 4 p.m. Eastern Time or by appointment, subject to a satisfactory confidentiality agreement and investor questionnaire. To obtain data room information, the confidentiality agreement or investor questionnaire or other information, or schedule an appointment, contact Withers.
The shares will be sold to the highest qualified bidder, for cash, unless otherwise determined by Secured Party. The offer and any sale will be conducted as a private placement and will not be registered under any securities law. There is no public market for the shares. The shares will be sold only as a single block to a single purchaser, will not be split up or broken down and will be subject to transfer restrictions and certificate legends to comply with applicable securities laws. The offer and any sale is being made to solely to accredited investors within the meaning of those laws, and the purchaser will be required to make investment representations. Sales will be made to principals only. This notice shall not be construed as an invitation to brokers or finders, and Secured Party disclaims any responsibility or liability for brokers or finders' fees. This notice shall not constitute an offer to sell or the solicitation of an offer to buy any shares in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful. Neither the SEC nor any other regulatory agency has passed upon the merits of an investment in the shares, and any representation to the contrary is a criminal offense.
Secured Party may adjourn the disposition date, time and location, withdraw the shares and/or establish or change offer and sale terms and conditions by giving notice thereof at the disposition date, time and location or prior thereto by any method it determines. Secured Party reserves the right to credit bid for the shares. Secured Party's decision whether to accept any offer, and which offer to accept, shall be final. The shares will be offered and sold "AS IS AND WHERE IS", with all defects and faults, WITHOUT ANY REPRESENTATIONS OR WARRANTIES (EXPRESSED OR IMPLIED) AND WITHOUT RECOURSE AGAINST ANY PERSON. Secured Party does not warrant what rights, if any, Debtor has in the shares, or accuracy or completeness of its information relating thereto. Prospective buyers must conduct their own investigation.
Secured Party is not an affiliate of Debtor or either company, and its only relationship with them is an arm's length, ordinary course lending relationship. Contacts: Jeanne R. Solomon, Esq., at Withers, (212) 848-9869 or email@example.com, or Operations Administration Unit at Secured Party, One Exchange Square, London, EC2A 2JN, United Kingdom, Attention: Raquel Fernandez Romero, 011-44-7338-6000 or OADAssistants@ebrd.com.
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