| Plaza Centers N.V. ("Plaza" or the "Company") announces today, further to Note 6(b)(1) in the Company’s annual consolidated financial statements as of December 31, 2021 which was published on March 31, 2022, regarding the dispute between Elbit Plaza India Real Estate Holdings Limited (a subsidiary held equally by the Company (47.5%) and Elbit Imaging Ltd. (47.5%)) ("EPI") and a local investor (the "Purchaser") which undertook to acquire EPI’s whole rights in the site in Bangalore, India (the “Asset”); on compromise contacts with the Purchaser as follows: 1. According to the agreement between EPI and the Purchaser (the “Agreement”), the Purchaser undertook to acquire EPI’s whole rights in the Asset for a total consideration of approximately INR 356 crores (approximately EUR 49 million) (the “Consideration”). 2. As of this date, the Purchaser paid EPI irrevocable payments, out of the Consideration, at a total amount of approximately INR 87 crores (approximately EUR 11.2 million) and has to pay EPI the remain amount out of the Consideration of approximately INR 269 crores (approximately EUR 32.6 million) (the “Remain Amount of Consideration”). 3. Since 2019, the Purchaser was unable to pay the Remain Amount of Consideration (after EPI agreed to several postponements even before 2019) to the Agreement and thus EPI initiated legal proceedings against the Purchaser, including an insolvency motion against the Purchaser, as stated in the Company’s annual consolidated financial statements as of December 31, 2021. 4. Currently, the Purchaser submitted to EPI an unformal non-binding proposal to purchase 100% of EPI’s interest in the Asset and the completion of the transaction in exchange for a payment of INR 112-117 crores (approximately EUR 13.6-14.2 million); in lieu of the Remain Amount of Consideration according to the Agreement. 5. It will be clarified that the approval of the transaction (insofar as a binding transaction is formed) is also subject to the approval of Elbit Imaging Ltd, which holds approximately 47.5% of EPI’s issued and paid-up capital. 6. The Company estimates that as the contacts with the Purchaser will crystallized into a complete transaction, EPI is expected to recognize a capital gain of approximately EUR 3.6-4.3 million. Following the above, the Company summonned a Bondholders’ meeting in order to discuss the Purchaser non-binding proposal. At this stage, the conducting contacts with the Purchaser are unformal and non-binding and there is no certainty that these contacts with the Purchaser will be crystallized into a transaction and that Plaza will approve the transaction. In case these contacts with the Purchaser won’t crystallized into a complete transaction, EPI will continue the legal proceedings against the Purchaser. Ends For further details, please contact: Plaza Ran Yaacovs, CFO 972-546-303-006 Forward-looking statement This press release may contain forward-looking statements with respect to Plaza Centers N.V. future (financial) performance and position. 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. 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"). | |
