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PLAZA CENTERS NV (25/2021) UPDATE REGARDING A PROPOSAL OF L.I.A PURE CAPITAL LTD

27.07.2021, 20:44aktualizacja: 27.07.2021, 20:45

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Report no 25/2021

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.

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.

Więcej na: http://biznes.pap.pl/pl/reports/espi/all,0,0,0,1

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Data publikacji 27.07.2021, 20:44
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