Sunterra Announces Proposed Placement of Notes

22nd Mar 2004

Sunterra Corporation (“Sunterra” or the “Company”) announced that it
intends to offer senior subordinated convertible notes due 2024 for gross
proceeds of approximately $75 million through an offering within the
United States to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933. The Company stated that it expects to
grant the initial purchasers a 30-day option to purchase up to an
additional $15 million of gross proceeds of notes.
The Company intends to use a portion of the net proceeds to acquire U.S.
government securities that will be pledged as collateral for the payment
of the first six scheduled interest payments on the notes. The Company
intends to use the remainder of the net proceeds from the offering for
general corporate purposes, including the reduction of debt under its
existing revolving loan facility.

The notes and common stock issuable upon conversion of the notes will not
initially be registered under the Securities Act of 1933, as amended, or
any state securities laws, and unless so registered, may not be offered or
sold in the United States, except pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.

This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes and shall not constitute an
offer or solicitation in any jurisdiction in which such offer or
solicitation is unlawful.

Sunterra is one of the world’s largest vacation ownership companies with
over 340,000 owner member families and more than 90 affiliated resort
locations throughout the continental United States and Hawaii, Canada,
Europe, the Caribbean and Mexico.


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