Plaza Regulatory News (PLAZ)

6 May 2008 09:00

Plaza Centers N.V.06 May 2008 PLAZA CENTERS N.V. ("Plaza" or the "Company") PLAZA CENTERS N.V. ANNOUNCES AGREEMENTS FOR THE PRIVATE ISSUANCE OF ADDITIONALUNSECURED NON-CONVERTIBLE SERIES B NOTES AND A WEIGHTED DISCOUNT RATE FOR SERIES B NOTES AS A CONSEQUENCE May 6, 2008 - Plaza Centers N.V. ("Plaza" or the "Company"), a leading emergingmarkets property developer, announces today that, following the public offeringin Israel of unsecured non-convertible Series B Notes of Plaza (the "Series BNotes"), pursuant to Plaza's prospectus dated February 3, 2008, it has agreedwith Israeli Investors to issue an additional approximately NIS 85 million(approximately • 16 million) in principal amount of Series B Notes (the"Additional Notes") for an aggregate consideration of approximately NIS 85million (approximately €16 million). The terms of the Additional Notes areidentical to the terms of the Series B Notes issued to the public under Plaza'sprospectus dated February 3, 2008 (the "Prospectus"). For information regardingthe terms of the Series B Notes, see Plaza's announcement dated February 13,2008. In accordance with an approval received by the Company on April 17, 2008 fromthe Israeli Tax Authority ("Tax Authority Approval"), at the dates of redemptionof the Series B Notes, the Company will withhold at source tax payable, at taxrates as set forth in the above mentioned prospectus, with regard to thediscount amounts of the Series B Notes pursuant to a calculation of a weighteddiscount rate applicable to all Series B Notes in circulation and in accordancewith applicable law. The weighted discount rate for the purpose of suchwithholding tax, following the issuance of the Additional Notes, was determinedto be 0.15% (based on the Israeli Consumer Price Index for March, 2008 andaccrued interest on the Notes). The aforementioned tax arrangement applies for the purpose of withholding tax atsource with respect to such discount amounts only and does not exhaust the finaltax liability of the holders of the Series B Notes. The discount calculation formula specified in the Tax Authority Approval willalso be valid for future increases of the Series B Notes, provided that suchincreases will be conducted before December 31, 2010. In the event of a futureincrease of the Series B Notes before the said date, the Company will calculatethe new weighted discount rate and will publish it in an immediate report. Anyincrease of the Series B Notes after the said date will require the Company toapply to the Israeli Tax Authority for the calculation of a new weighteddiscount rate. The issuance of the Additional Notes is subject to the receipt of the approvalof the Tel Aviv Stock Exchange for the listing of the Additional Notes for tradeon the Tel Aviv Stock Exchange. The sale and/or transfer of the Additional Notes are subject to the limitationson re-sale of securities set forth in Article 15C of the Israeli Securities Lawof 1969 (the "Law") and the Securities Regulations (Details with respect toArticles 15A-15C of the Law) of 2000 applicable to investors of the typespecified in the first supplement to the Law. This announcement shall not be deemed to be an offer to sell or a solicitationof an offer to buy any of Series B Notes. About Plaza Centers N.V. Plaza Centers N.V. (www.plazacenters.com) is a leading emerging marketsdeveloper of shopping and entertainment centres. It focuses on constructing newcentres and, where there is significant redevelopment potential, redevelopingexisting centres in both capital cities and important regional centres. TheCompany is dual listed on the Main Board of the London Stock Exchange and, as of19 October 2007, the Warsaw Stock Exchange (LSE:"PLAZ", WSE: "PLZ/PLAZACNTR").Plaza Centers N.V. is an indirect subsidiary of Elbit Imaging Ltd. ("EIL"), anIsraeli public company whose shares are traded on both the Tel Aviv StockExchange in Israel and the NASDAQ Global Market in the United States. Plaza Centers is a member of the Europe Israel Group of companies which iscontrolled by its founder, Mr Mordechay Zisser. It has been active in realestate development in emerging markets for over 12 years. For further details, please contact: Plaza Centers Mordechay Zisser, Chairman +972 3 608 6000 Ran Shtarkman, President and CEO +36 1 462 7221 Roy Linden, CFO +36 1 462 7105 Financial Dynamics +44 20 7831 3113 Stephanie Highett / Laurence Jones This information is provided by RNS The company news service from the London Stock Exchange