Plaza Centers N.V.
28 November 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE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
Plaza Centers N.V. ("Plaza" or the "Company")
EUR 20 million Capital Injection for the purpose of
THE implementation of the Restructuring Plan
Following the Extraordinary General Meeting of the Company held earlier today, at which all resolutions to approve the Rights Offering were adopted, and the subsequent opening of the Rights Offering, the Company is pleased to announce that Elbit Ultrasound (Luxembourg) B.V. / S. à. r. l. ("EUL"), a wholly-owned subsidiary of Elbit Imaging Limited and Burlington Loan Management Limited ("BLML"), an affiliate of Davidson Kempner Capital Management LP, have made an aggregate capital injection of EUR 20 million into the Company by the deposit of funds into a third party account for the account of the Company, of which EUR 12.5 million have been deposited by EUL and EUR 7.5 million by BLML.
EUL has taken up the required number of shares immediately following the opening of the Rights Offering and, as part of the capital injection, has, together with BLML, deposited EUR 20 million up front in order to ensure that the capital injection required under the Restructuring Plan takes place before 30 November 2014. The monies have been received and are currently held in the third party account (notariële kwaliteitsrekening) of a Dutch civil-law notary, for the account of the Company. The aggregate number of shares to be issued to EUL and BLML, and the aggregate price paid by them, may be reduced, as a result of other shareholders participation in the Rights Offering and according to the provisions of the agreements between parties, EUL may require that certain number of shares will be subscribed for by and issued to BLML. Notwithstanding the foregoing, the capital injection as a result of the Rights Issue will never be less than EUR 20 million. The determination of number of relevant shares to be issued to each of EUL and BLML and the issuance and settlement of the relevant shares to EUL and BLML will take place following the closing of the Rights Offering.
The capital injection described above marks an important step in the final part of the implementation of the Company's Restructuring Plan.
For further details, please contact:
Plaza Ran Shtarkman, President and CEO Roy Linden, CFO |
Tel: +36 1 462 7221 Tel: +36 1 462 7222 |
SPARK Advisory Partners Limited Mark Brady, Partner Neil Baldwin, Partner |
Tel: +44 20 3368 3551 Tel: +44 20 3368 3554 |
FTI Consulting Stephanie Highett / Dido Laurimore / Claire Turvey |
Tel: +44 20 3727 1000 |
ABOUT PLAZA CENTERS
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 listed on the Main Board of the London Stock Exchange, the Warsaw Stock Exchange and, as of 27 November 2014, the Tel Aviv Stock Exchange (LSE:"PLAZ"; WSE: "PLZ/PLAZACNTR"; TASE: "PLAZ"). 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 is 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 gives 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.
