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12 Aug 2009 11:00
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PLAZA CENTERS N.V.
("Plaza" or the "Company")
PLAZA CENTERS N.V.Β ANNOUNCESΒ AGREEMENTS FOR THEΒ PRIVATE ISSUANCEΒ OFΒ ADDITIONAL UNSECURED NON-CONVERTIBLE SERIES BΒ NOTES ANDΒ THE RESULTINGΒ WEIGHTEDΒ DISCOUNT RATE FOR SERIES B NOTES
AugustΒ 12,Β 2009Β -Β Plaza Centers N.V.Β ("Plaza" or the "Company"), a leading emerging markets property developer,Β announcesΒ today that,Β following the public offering in IsraelΒ ofΒ unsecured non-convertibleΒ SeriesΒ BΒ NotesΒ ofΒ PlazaΒ (the "Series B Notes"),Β pursuant toΒ Plaza's prospectus datedΒ 3Β February, 2008,Β it hasΒ agreed with Israeli Investors to issue approximatelyΒ an additionalΒ NISΒ 50Β million (approximatelyΒ β¬9Β million)Β in principal amount ofΒ Series B NotesΒ (the "Additional Notes")Β for an aggregate consideration of approximatelyΒ NISΒ 52Β million (approximately β¬9.3Β million).Β The terms of theΒ AdditionalΒ NotesΒ areΒ identical to the terms of the Series B Notes issued to the public under Plaza's prospectus datedΒ 3Β February, 2008Β (the "Prospectus"). For information regarding the terms of the Series B Notes, see Plaza's announcement datedΒ 13Β February,Β 2008.Β
In accordance withΒ anΒ approval received by the Company onΒ 17Β April, 2008Β from the Israeli Tax Authority ("Tax Authority Approval"),Β at the dates of redemption of the Series B NotesΒ the Company will withhold at source tax payable, at tax rates as set forth in theΒ above mentionedΒ prospectus,Β with regard to the discountΒ amountsΒ ofΒ the Series B NotesΒ pursuant to a calculation of a weighted discount rateΒ applicable to all Series B Notes in circulationΒ and in accordance with applicableΒ law.Β TheΒ weightedΒ discount rateΒ for the purpose of such withholding tax,Β following the issuance of the Additional Notes,Β wasΒ determined toΒ beΒ 0.263%Β (basedΒ on the Israeli Consumer Price IndexΒ forΒ June,Β 2009Β and accrued interest on the Notes).Β
TheΒ aforementionedΒ tax arrangementΒ appliesΒ for the purpose of withholding tax at source with respect to such discount amountsΒ onlyΒ and does not exhaust the final tax liabilityΒ of the holders of the Series B Notes.
The discount calculation formula specified in the Tax Authority Approval will alsoΒ be validΒ for futureΒ increasesΒ of the Series B Notes, provided thatΒ such increasesΒ will beΒ conductedΒ beforeΒ 31Β December, 2010.Β Β InΒ the eventΒ of aΒ futureΒ increase of the Series B NotesΒ before the said date, the Company will calculate the new weighted discount rate and will publish it in an immediate report. AnyΒ increase of the Series B NotesΒ after the said date will require the Company toΒ apply to the Israeli Tax Authority for the calculation of a new weighted discount rate.
The issuance of the Additional Notes is subject to the receipt of the approval of the Tel Aviv Stock ExchangeΒ for the listing of the Additional Notes for trade on the Tel Aviv Stock Exchange.Β
The sale and/or transfer of theΒ AdditionalΒ Notes are subject to the limitations onΒ re-saleΒ of securities setΒ forthΒ inΒ ArticleΒ 15CΒ of the Israeli Securities LawΒ ofΒ 1969Β (the "Law")Β andΒ the Securities Regulations (Details with respect to Articles 15A-15CΒ of the Law)Β ofΒ 2000Β applicableΒ to investors of theΒ typeΒ specified in the firstΒ supplementΒ to the Law.
ThisΒ announcementΒ shall not be deemed to be an offer to sell or a solicitation of an offer to buy any ofΒ theΒ Series B Notes.
About Plaza Centers N.V.Β
Plaza Centers N.V.Β (www.plazacenters.com) is a leading emerging markets developer of shopping and entertainment centres. It focuses on constructing new centres and, where there is significant redevelopment potential, redeveloping existing centres in both capital cities and important regionalΒ centres. The Company is dual listed on the Main Board of the London Stock Exchange and, as of 19 October 2007, the Warsaw Stock Exchange (LSE:"PLAZ", WSE: "PLZ/PLAZACNTR"). Plaza Centers N.V. is an indirect subsidiary of Elbit Imaging Ltd. ("EIL"), an Israeli public company whose shares are traded on both the Tel Aviv Stock Exchange inΒ IsraelΒ and the NASDAQ Global Market in theΒ United States.Β
Plaza Centers is a member of the Europe Israel Group of companies which is controlled by its founder, Mr Mordechay Zisser. It has been active in real estate development in emerging markets for overΒ 13Β years.
For further details, please contact:Β
|
Plaza Centers Mordechay Zisser, Chairman Ran Shtarkman, President and CEO Roy Linden, CFO |
+972 3 608 6000 +36 1 462 7221 +36 1 462 7105 |
|
Financial DynamicsΒ Stephanie Highett / Laurence Jones |
+44 20 7831 3113 |
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