NIREUS S.A.

Signing of Memorandum of Understanding with the Group’s Creditor Banks

NIREUS AQUACULTURE announces that, on March the 24th, 2015, it entered a Memorandum of Understanding with the Lending Banks that contains the basic terms guiding the restructuring of its loans.

Based on this agreement, which is expected to give impetus to the Group to enter a new period of growth and profitability, the Company will immediately proceed to all procedures, as stated by the Law and the Articles of Association, for the convention of a Meeting of the Shareholders and a Meeting of the Bondholders of the existing CBL, in order to implement until 31.10.2015 a series of corporate actions and new agreements that will result, not only to the financial, but also to the operational restructuring of the Group.

The main axes of the restructuring of the Group's loans are:

  1. Capitalization of bank loans up to € 58.600.000 with the issuance of new NIREUS shares to the Lending Banks, of € 0,30 par value, which is expected to result into a 75%, appr.,  ownership of the Share Capital by the Creditors.
  2. Issuance of 10-year common secured bonds up to € 94.552.126 at a rate of interest set at EURIBOR + 4,25%.
  3. Issuance of one 10-year convertible bond loan (CBL) amounting to € 24.466.293 at a rate of interest set at 1% and conversion price € 0,30 per share.

The company will propose to the bondholders of the existing CBL to align its basic terms to those of the new CBL.

It is also stipulates that the Company will start the procedures for the merger by absorption of its subsidiary Seafarm Ionian S.A., as well as specific corporate actions for the rationalization of its business structure.

All the procedures required for the above will be followed before the competent corporate bodies of the Group's companies, including the Boards of Directors, the shareholders meetings and the Bondholders Meeting of the existing CBL, as well as the supervising authorities.  Detailed information for all the above will be issued through specific announcements for the decisions of the Board of Directions of the Group's companies, the assemblies that will convene, and the Prospectus that the Company will prepare and make available to investing public.

Mr. Aristides Belles, president of BoD and CEO, commented on having reached the agreement:

“After a long period of negotiations, an agreement has been reached with the Creditor Banks that will rationalize the financial position of the Group and set the foundation and support for the firm progress of the Company to new achievements that will continue to benefit significantly the economy of the country and our shareholders, employees and partners.

We will continue to work decisively and methodically for the improvement of the Company's efficiency while we maintain our leading position as one of the largest export companies of the country.  This, in conjunction with the restructuring agreement, gives an even greater value to our Group, and makes us all proud for the prospects of our business”.