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ELBIT AGREEMENTS REGARDING POTENTIAL RIGHTS ISSUE

ELBIT AGREEMENTS REGARDING POTENTIAL RIGHTS ISSUE.

articlePlaza Centers N.v.June 23, 20144/company/plaza-centers-nv/news/elbit-agreements-regarding-potential-rights-issue
ELBIT AGREEMENTS REGARDING POTENTIAL RIGHTS ISSUE

About this update from Plaza Centers N.v.

[{"type":"text","content":"\n \nRNS Number : 3209K Plaza Centers N.V. 23 June 2014  \n \n\n \n \n 23 June 2014\n \n \nPlaza Centers N.V. (the \"Company\" or \"Plaza\")\n \nPLAZA'S PARENT COMPANY ANNOUNCES AGREEMENTS RELATING TO\nPOTENTIAL RIGHTS ISSUE BY THE COMPANY\n \nPlaza confirms that its parent company, Elbit Imaging Ltd., (\"Elbit\") which owns directly and indirectly a 62.5% stake in the Company, has announced today that, as part of Plaza's debt restructuring process which incorporates a rights offering of shares to its existing shareholders (the \"Rights Offering\") to raise an aggregate amount of EUR 20 million, its wholly owned subsidiary, Elbit Ultrasound (Luxembourg) BV/ S. a' r. l (\"EUL\") intends to enter into a Deed of Undertaking (the \"Undertaking\") with Plaza.  As part of this, EUL has undertaken, among other things, to ensure that it will exercise EUL's rights to take up EUL's full pro-rata portion under the Rights Offering and to procure that it will subscribe for any unexercised portion of the Rights Offering (the \"Additional Shares\"), at a price per share of EUR 0.105, all subject to the provisions of the Back Stop Agreement (as defined below). Elbit will guarantee the performance of EUL's obligations as detailed in the Undertaking.\n \nElbit has further announced that, concurrently with the Undertaking, EUL intends to enter into a Back Stop Agreement (the \"Back Stop Agreement\") with various affiliates of Davidson Kempner Capital Management LP (\"DK\"), pursuant to which DK will undertake to purchase, in lieu of EUL, such proportion of shares in Plaza to be determined by EUL, provided that the monies payable in respect of such shares to be acquired by DK shall not be less than the higher of EUR 3 million or the amount required to acquire the Additional Shares (the \"Back Stop Undertaking\"), and has further provided that such Back Stop Undertaking does not result in DK being liable to acquire more than EUR 10 million of Plaza shares or result in DK and its affiliates, directly or indirectly crossing the threshold of 30 per cent of the total voting rights in Plaza. Consequently, in the event the total price of the Additional Shares falls below EUR 3 million, Plaza will be obligated to increase the number of shares offered pursuant to the Rights Offering such that the total ...

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