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Subsequent Event
6 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
Subsequent Event
7.Subsequent Event

 

Subsequent to June 30, 2016:

 

a)The Company entered into an agreement to acquire 100% of the issued capital stock of PG Proje Geliştirme Gayrimenkul A.S. (“PG Proje”), a Turkish company that is the owner of the AkCenter Shopping Center in Ankara, Turkey (the “AkCenter”). In consideration for the PG Proje shares, the Company issued convertible debentures in the amount of $66,000,000 to the vendors of the PG Proje shares. This is a non-arm’s length transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and indirectly owned a minority interest in PG Proje.

b)The Company entered into an agreement with Pivotek-Akun-Alpinsaat JV (“Pivotek”) to complete certain property renovations on the AkCenter. In consideration for the property renovations, the Company issued convertible debentures in the amount of $4,400,000 to Pivotek.

c)The Company entered into an agreement with Retail Square Gayrimenkul Yatrimlari Ve Danişmanlik S.A. (“Retail Square”) to act as the property manager of the AkCenter. In consideration for providing the property management services for a period of two years, the Company issued convertible debentures in the amount of $1,400,000 to Retail Square.

d)The Company entered into an agreement to acquire 60% of the issued capital stock of Kayu Tekstil Sanayi Ve Ticaret Limited Sirketi (“Kayu”), a Turkish company. In consideration for the Kayu shares, the Company issued convertible debentures in the amount of $30,205,939 to the vendors of the Kayu shares. This is a non-arm’s length transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and has an ownership interest in and/or control of the vendors of the Kayu shares. Kayu has an agreement to acquire the Skytower Hotel Atayol in Akcakoca, Turkey, subject to the successful discharge of a debt on the Skytower property and the transfer of title to Kayu.

Upon discharge of the debt on the Skytower property the Company will release convertible debentures in the amount of $12,656,768 to a Company that settled the debt.

Upon transfer of the Skytower property title to Kayu, the Company will release convertible debentures in the amount of $20,137293 to acquire the remaining 40% of the capital stock of Kayu. Upon completion of this transaction SIII will own 100% of Kayu.


All of the above mentioned convertible debentures have the following terms:

 

a)Non-interest bearing.

b)Mature on December 31, 2021 (the “Maturity Date”).

c)At any time prior to the Maturity Date, the convertible debenture holder may convert the debenture into common stock of the Company at a price of $1.00 per share.

d)The convertible debenture will automatically convert into common stock upon the closing price of the Company’s common stock closing above $1.00 per share for 20 consecutive trading days.

 

The Company has not yet determined the accounting treatment for the above mentioned series of transactions.