Plaza Centers N.V.
14 October 2014
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY PLAZA CENTERS N.V. IN CONNECTION WITH THE PLACING AND THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF PLAZA CENTERS N.V.
Plaza Centers N.V. (the "Company" or "Plaza")
PLAZA ANNOUNCES PRICING CHANGE AHEAD OF ITS PROPOSED RIGHTS OFFERING
As previously announced under the terms of its debt restructuring plan, Plaza intends to undertake a rights offering to existing shareholders (the "Rights Offering") to raise an aggregate amount of EUR 20 million. Plaza today announces that the proposed Rights Offering will be priced at EUR 0.0675 per share.
On 23 June 2014, the Company announced that Elbit Ultrasound (Luxembourg) BV/ S. a' r. l ("EUL"), a wholly owned subsidiary of Elbit Imaging Ltd. ("Elbit") which holds a 62.25% shareholding in the Company, intended to enter into a Deed of Undertaking (the "Undertaking") with Plaza. As part of this agreement, EUL undertook, amongst other terms, that, in the event that any rights to subscribe for new ordinary shares in the Rights Offering are not taken up, it would subscribe or procure that other persons subscribe for such number of additional ordinary shares to ensure that the aggregate consideration received by the Company pursuant to the Rights Offering and the consideration received for the issue of shares to the Company's bondholders and the issue of other shares would not be less than EUR 20 million. As at that date, EUL agreed to subscribe for such shares at a price of EUR 0.105 per share.
The Company has been actively reviewing the arrangements for the proposed Rights Offering and has noted the movement in Plaza's share price since 23 June 2014. As a result, the Company has taken the decision to reduce the Rights Offering price to EUR 0.0675 per share to ensure optimal conditions for a broad participation in the Rights Offering by shareholders. The Company has proposed to Elbit that the Undertaking be amended to reflect this change.
The Rights Offering remains subject to the approval of the Company's board of directors and of its shareholders, who will be presented with a number of resolutions at a forthcoming general meeting. The date of such general meeting will be announced in the coming weeks.
Further announcements will be made as appropriate.
For further details, please contact:
Plaza
Ran Shtarkman, President and CEO +36 1 462 7221
Roy Linden, CFO +36 1 462 7222
SPARK Advisory Partners Limited
Mark Brady, Partner +44 20 3368 3551
Neil Baldwin, Partner +44 20 3368 3554
FTI Consulting
Stephanie Highett / Claire Turvey / Nina Legge +44 20 3727 1000
Notes to Editors
Plaza Centers N.V. (www.plazacenters.com) is a leading emerging markets developer of shopping and entertainment centres with operations in Central and Eastern Europe and India. It focuses on constructing new centres and, where there is significant redevelopment potential, redeveloping existing centres in both capital cities and important regional centres. The Company is dual listed on the Main Board of the London Stock Exchange and, as of 19 October 2007, the Warsaw Stock Exchange (LSE:"PLAZ", WSE: "PLZ/PLAZACNTR"). Plaza Centers N.V. is an indirect subsidiary of Elbit Imaging Ltd. ("EI"), an Israeli public company whose shares are traded on both the Tel Aviv Stock Exchange in Israel and the NASDAQ Global Market in the United States. It has been active in real estate development in emerging markets for over 18 years.
IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility of Plaza Centers N.V. (the "Company"). A copy of the prospectus when published will be available from the registered office of the Company and on the Company's website at www.plazacenters.com provided that the prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to shareholders of the Company in the United States or other territories where the extension or availability of the Rights Offering (and any transaction contemplated thereby) would breach any applicable law or regulation. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The prospectus will when published in due course give further details of the Rights Offering.
This announcement is not a prospectus but an advertisement and investors should not acquire any securities in the Company except on the basis of the information contained in the prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
SPARK Advisory Partners Limited is acting for Plaza and no one else in connection with the Rights Offering, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Offering or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on SPARK Advisory Partners Limited by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder or otherwise under law, SPARK Advisory Partners Limited do not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by SPARK Advisory Partners Limited in relation to the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of any investment in any securities in the Company by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Rights Offering and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. To the fullest extent permissible SPARK Advisory Partners Limited accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, securities in the Company or to take up any entitlements to rights in any jurisdiction in which such an offer or solicitation is unlawful. This announcement cannot be relied upon for any investment contract or decision.
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada, New Zealand or Japan and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Australia, Canada, New Zealand or Japan. No shares or securities to be issued under the Rights Offering have been or will be registered under the US Securities Act of 1933 (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States or the securities legislation of any province or territory of Australia, Canada, New Zealand or Japan. Accordingly, any shares or securities to be issued under the Rights Offering may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States absent registration, or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with state securities laws, or in or into Australia, Canada, New Zealand or Japan except in accordance with applicable law. There will be no public offer of shares or securities to be issued under the Rights Offering in the United States, Australia, Canada, New Zealand or Japan.
This announcement does not constitute a recommendation concerning the Rights Offering. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
