26 Jul 2016 16:22
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO THE RUSSIAN FEDERATION, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
AFI DEVELOPMENT PLC("AFI DEVELOPMENT" OR "THE COMPANY") TRANSACTION BETWEEN AFRICA ISRAEL INVESTMENTS LTDAND MR LEVIEV IS SIGNED SUBJECT TO FURTHER CONDITIONS
London, 26 July 2016 - Further to the Company's previous announcements regarding the potential transaction between Africa Israel Investments Ltd ("AI") (the Company controlling shareholder) and Mr Lev Leviev (the Company's Executive Chairman), AFI Development announces that it received a notice from AI, stating that the general meetings of AI Bondholders have approved the Purchase Transaction (as defined in the announcement on 19 July 2016) and that subsequently, Mr Leviev and AI entered into an agreement regarding the Purchase Transaction on 25 July 2016, pursuant to which Mr Leviev has agreed to conditionally acquire AI's holdings in the securities of AFI Development (except 4 single non-tradable shares) for a total consideration of NIS550 million.
The completion of the Purchase Transaction is conditional upon the approval of the Tel Aviv District Court and receiving a mandatory purchase offer exemption from the Cyprus Security and Exchange Commission under the Cyprus Takeover Code. If such conditions are not satisfied on or before 31 July 2016 (or such later date as may be agreed by AI, Mr Leviev and trustees on behalf of the AI Bondholders), the Purchase Transaction will not proceed.
The Company does not possess information on the likelihood of meeting the conditions above but on satisfaction of the conditions and completion of the Purchase Transaction, AI will no longer have an interest in the Company (except 4 single non-tradable shares) and Mr Leviev will be interested in 336,948,796 Global Depository Receipts (issued over A ordinary shares) and 342,799,658 Depository Interests (issued over B ordinary shares), representing in aggregate, 64.88% of the Company's issued share capital.
The Purchase Transaction also includes the obligation to grant, at completion of the Purchase Transaction, a call option to AI (which shall be assigned by it to AI bondholders) in respect of 51,933,807 GDRs and 52,835,598 B ordinary shares (about 10% of the Company's issued share capital) at the price of US$0.216 per 1 GDR and US$0.295 per 1 B ordinary share.
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For further information, please contact:
AFI Development, +7 495 796 9988
Ilya Kutnov, Corporate Affairs/Investments Director (Responsible for arranging the release of this announcement)
Citigate Dewe Rogerson, London +44 20 7638 9571
David Westover
Sandra Novakov
Marina Zakharova de Calero
This announcement contains inside information.
About AFI Development
AFI Development is one of the leading real estate development companies operating in Russia. Established in 2001, AFI Development is a publicly traded subsidiary of Africa Israel Investments Ltd.
AFI Development is listed on the Main Market of the London Stock Exchange and aims to deliver shareholder value through a commitment to innovation and continuous project development, coupled with the highest standards of design, construction and quality and customer service.
AFI Development focuses on developing and redeveloping high quality commercial and residential real estate assets across Russia, with Moscow being its main market. The Company's existing portfolio comprises commercial projects focused on offices, shopping centers, hotels and mixed-use properties, and residential projects. AFI Development's strategy is to sell the residential properties it develops and to either lease the commercial properties or sell them for a favorable return.
AFI Development is a leading force in urban regeneration, breathing new life into city squares and neighborhoods and transforming congested and underdeveloped areas into thriving new communities. The Company's long-term, large-scale regeneration and city infrastructure projects establish the necessary groundwork for the successful launch of commercial and residential properties, providing a strong base for future.