| Plaza Centers N.V. ("Plaza" or the "Company") announces today, further to its announcements dated July 9, 2021, July 12, 2021 and July 14, 2021, regarding G.C Hevron Capital Ltd's proposal ("Hevron Capital" and "Hevron Capital's Proposal, respectively); that the Company received an additional proposal from L.I.A Pure Capital Ltd. ("L.I.A" and "L.I.A's Proposal", respectively) to purchase the shares of Company, as a publicly-traded shell company. L.I.A's Proposal is attached as an appendix to this announcement. It shall be clarified, that the Company has summoned a bondholders meeting, on August 1, 2021 at 13:30, in order to discuss the proposals and receive the Company's bondholders position regarding these proposals. Ends For further details, please contact: Plaza Ran Yaacovs, CFO 972-546-303-006 Notes to Editors Plaza Centers N.V. (www.plazacenters.com) is listed on the Main Board of the London Stock Exchange, and, on the Warsaw Stock Exchange (LSE: "PLAZ", WSE: "PLZ/PLAZACNTR") and, on the Tel Aviv Stock Exchange("PLAZ"). . July 26, 2021 Re: Share Purchase Offer The undersigned, L.I.A. Pure Capital Ltd. (the “Buyer”), acting on behalf of itself and of additional investors (the commitment being the Buyer’s, jointly and severally with others), hereby respectfully files a binding offer to purchase the shares of Plaza Centers N.V. (“Plaza Centers” or the “Company”), as a publicly-traded shell company, i.e., as a company with no operations, debts and assets, whose shares are listed on the Tel Aviv Stock Exchange Ltd. (“TASE”), as follows: 1. Transaction outline 1.1. On the closing date of the transaction contemplated in this offer (the “Closing Date”), the Buyer will purchase, by way of an allotment, ordinary shares with no par value of the Company, which shall constitute, immediately after the allotment thereof, 74.99% of the Company’s issued and paid-up share capital on a fully diluted basis (the “Purchased Shares”), in consideration for 2,000,000 (2 million) shekels which will be paid to the composition estate on the date of closing of the sale of control of the Company, and be used for repayment of the Company's debts to its creditors (the “Consideration”). 1.2. In addition, on the Closing Date, the Company will allot to the Company’s creditors, as being on the transaction closing date, ordinary shares with no par value of the Company, which shall constitute, immediately after their allotment, 12.6% of the Company’s share capital. In addition, the Company's shareholders as being on a date close to the closing of the transaction will be allotted ordinary shares with no par value of the Company, which shall constitute, immediately after their allotment, 12.5%. For the avoidance of doubt, it is clarified that any other allocation between the Company's creditors and shareholders is acceptable to the Buyer, provided that the public holding rate upon the closing of the composition with creditors will be no less than 10% and the rate of Purchased Shares will be no less than 74.99% (the “Creditors’ Shares”). 1.3. In addition, the Company’s creditors, that will hold the Company’s shares after the closing of the composition with creditors (the “Entitled Shareholders”) will be granted a put option which the Buyer will give to the shareholders that will hold the Company’s shares immediately prior to the closing of the composition with creditors, the right to obligate the Buyer (Pure Capital) to purchase shares of the Company from each of the individual shareholders, such that if all of the Entitled Shareholders exercise the put option, the Buyer will pay, in consideration for all of the aforesaid shares, the amount of ILS 7 million. The put option will be exercisable from 12 months after the closing of the composition with creditors and transfer of control to the Buyer, until 18 months shall have elapsed from the closing of the composition with creditors and transfer of control to the Buyer. 1.4. The Buyer will act to merge business into the Company such that the value of the merged company will be no less than ILS 100 million after the merger. 1.5. Immediately prior to the transaction closing date, the Company will distribute the entire balance of its assets to its creditors, in accordance with a composition with creditors that will be duly approved, as specified below, such that immediately after the closing of the transaction, the Company will remain with no assets and liabilities, other than as specified in Section 1.6 below. 1.6. Without derogating from the aforesaid, in view of the complexity of the "Radio Casa" property in Romania (the "Property"), for which a PPP agreement is signed: The Buyer agrees that the composition with creditors will provide that the Property shall remain in the Company pending resolution of the dispute, at the end of which, insofar as income shall be received, it will be paid into the composition estate for the benefit of repayment of the Company's debts as being prior to the transaction, net of the direct expenses incurred by the Company for the holding of the Property. 1.7. On the transaction closing date, the Buyer will provide 250,000 (two hundred and fifty thousand) shekels to the Company, for the benefit of financing the Company’s current operations. 2. Closing conditions to the transaction The closing of the transaction contemplated in this offer is subject to fulfillment of all of the terms and conditions below: 2.1. Receipt of all of the approvals for the closing of a composition with creditors at the Company, including approval by the creditors and approval by the competent court (the “Composition with Creditors”). The Composition with Creditors will include, inter alia, the following issues: (a) final approval of the transaction contemplated in this offer, including allotment of the shares by virtue hereof; (b) the Company and the officers thereof on the date of the composition with creditors will be fully, finally, absolutely and irrevocably exempted from debts, liabilities, undertakings, arguments, demands and/or claims, and all, in relation to causes of action, the grounds for which are dated prior to the date of closing of the composition with creditors, whether or not they are known, whether they exist or are contingent, whether or not they were asserted, whether or not a claim was filed due thereto; (c) any and all rights as a creditor that anyone has vis-à-vis the Company will be exclusively converted into rights as a creditor vis-à-vis the trustee and from the Composition with Creditors’ sources only; (d) the par value of the Company’ shares will be cancelled and a consolidation of capital will be performed as required for the performance of the allotment contemplated in this offer; (e) an order will be issued to strike-off any and all registrations in the Company’s name with the Registrar of Companies and/or Registrar of Pledges of any and all liens and/or pledges and/or attachments. The language of the Composition with Creditors will be forwarded for inspection by the Buyer, a reasonable period of time before it is filed; and (f) the office of all of the Company’s officers, other than the external directors, will expire. 2.2. After the Closing Date, the Company’s shares will continue to be traded on Tase on the Primary List, and on the Warsaw and London stock exchanges. 2.3. Receipt of TASE’s approval for the allotment and listing of the Purchased Shares and the Creditors’ Shares, and completion of the actual allotment of the Purchased Shares and the Creditors’ Shares. 3. Validity of the offer, deposit and guarantees 3.1. This offer will be valid for a period of fourteen (14) days from today. Insofar as within the aforesaid period the parties reach a detailed agreement which will be forwarded for approval by the Company’s bondholders, the aforesaid period will be extended by fifteen (15) more days. Insofar as the Company does not file a motion with the competent court in relation to the transaction contemplated in this offer within the aforesaid period, or a longer period on which the parties will agree, or the bondholders’ approval is not received, this offer will expire without any of the parties having an argument and/or demand and/or right of action available against the other party. 3.2. In addition, on the date of signing of the detailed agreement, the Buyer will provide, for the purpose of guaranteeing its undertakings pursuant to the detailed agreement, a personal guarantee of Mr. Kfir Zilberman for the Buyer’s undertakings. Sincerely, ___________________ L.I.A. Pure Capital Ltd. | |
