Podstawa prawna: 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.
For further details, please contact:
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
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
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
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.
L.I.A. Pure Capital Ltd.
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