Plaza Centers N.V. PRE-SALE AGREEMENT FOR THE SALE OF CASA RADIO (4768E)
04 Julio 2019 - 1:18AM
UK Regulatory
TIDMPLAZ
RNS Number : 4768E
Plaza Centers N.V.
04 July 2019
July 4, 2019
PLAZA CENTERS N.V.
PRE-SALE AGREEMENT FOR THE SALE OF THE COMPANY'S INDIRECT
SHAREHOLDINGS IN THE DAMBOVITA CENTER PROJECT ("CASA RADIO")
Plaza Centers N.V. ("Plaza" or the "Company") announced today,
further to its announcements dated February 11, 2019 and June 14,
2019, that it has signed a pre-sale agreement (the "Agreement")
with AFI Europe N.V. (the "Purchaser", and together with the
Company, the "Parties"), an indirectly wholly-owned subsidiary of
Africa Israel Properties Ltd., an Israeli Company listed on TA-90
Index (the top 90 companies traded on the Tel Aviv Stock Exchange),
for the sale of its subsidiary (the "SPV") which holds 75% in the
Casa Radio Project (the "Project"), for a maximum consideration of
EUR 60 million, subject to the fulfilment of certain conditions
(the "Transaction").
Below are the principal changes made in the Agreement compared
to the non-binding Letter of Intent, as detailed in the Company
announcement dated February 11, 2019:
1. The Purchaser's due diligence review period was extended to
no later than September 5, 2019, following which, subject to the
satisfaction of the conditions precedent, the Parties will have 15
months to execute a share purchase agreement (the "SPA").
2. The payment schedule was changed as follows:
3.
Stage Payment Amount Comments
Down Payment EUR 200,000 The down payment is refundable
(upon satisfactory completion upon the occurrence of any
of due diligence) of the following (i) cancellation
of the PPP Agreement; (ii)
initiation of SPV's dissolution
due to negative equity requirements;
or (iii) the existence of
elements of criminal investigation
against the SPV beyond the
information disclosed to
the Purchaser as of this
date; or, if against the
SPV's directors or employees,
in case such elements would
trigger a significant impact
on the Project.
-------------------- --------------------------------------
Execution of the SPA EUR 20,000,000
-------------------- --------------------------------------
Issuance of Building EUR 22,000,000 "Phase 1" was defined as
Permit for Phase 1. the development of any of
the elements of Component
A under the PPP Agreement,
i.e., a shopping mall and/or
an office park, excluding
the development of the Public
Authority building.
-------------------- --------------------------------------
Obtaining of all permits The balance between The Purchase Price is defined
required for the operation the Purchase Price in the Agreement as Euro
of any of the components and the payments 60 million minus 75% of the
(buildings) of Phase made by that time SPV's liabilities computed
I, namely for the office (see above). based on the closing accounts
building or for the shopping (as defined in the Agreement)
mall, including the fire and excluding the inter-company
permit and the operation loan granted to the SPV;
permit. plus 75% of the SPV's available
cash and other current assets
as shown in the closing accounts
(as defined in the Agreement)
and minus, if applicable,
the amount agreed upon by
the Parties to be reduced
from the Purchase Price if
the 49-year lease period
shall commence before 2012.
-------------------- --------------------------------------
4. The conditions precedent for the consummation of the
Transaction were broadened to include also the receipt of the
Company's shareholders' and bondholders' approval for the
Transaction as well as no material adverse change, as defined in
the Agreement.
5. The Company undertook to indemnify the Purchaser against all
losses, charges, costs and expenses (including reasonable attorney
fees) which the Purchaser sustained or incurred by reason of breach
of the warranties set forth in the Agreement.
There can be no certainty that the SPA will eventually be
executed and/or that the Transaction will be consummated as
presented above or at all.
Ends
For further details, please contact:
Plaza
Avi Hakhamov, Executive Director +36 1 6104523
Forward-looking statements
This press release may contain forward-looking statements with
respect to the possibility of completing the Transaction with the
Purchaser. Such statements are based on current expectations,
estimates and projections of Plaza Centers N.V. and information
currently available to the company. Plaza Centers N.V. cautions
readers that such statements involve certain risks and
uncertainties that are difficult to predict and therefore it should
be understood that many factors can cause actual performance and
position to differ materially from these statements. Plaza Centers
N.V. has no obligation to update the statements contained in this
press release, unless required by law.
Notes to Editors
Plaza Centers N.V. (www.plazacenters.com) is listed on the Main
Board of the London Stock Exchange, as of 19 October 2007, on the
Warsaw Stock Exchange (LSE: "PLAZ", WSE: "PLZ/PLAZACNTR") and, on
the Tel Aviv Stock Exchange. Plaza Centers has been active in real
estate development in emerging markets for over 23 years.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISLIFLRDSISIIA
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