Further to previous announcements by the Company with regards to the proposed purchase by Mr Lev Leviev, Chairman, of the shareholding of Africa Israel Investments Ltd (“AI”) (the Company’s controlling shareholder) in the Company (the “Purchase Transaction”), AFI Development today confirms that the purchase by Mr Leviev of 679,748,454 shares in the Company was completed on 7 September 2016 and, as a result, Mr Leviev holds (through Flotonic Limited., a fully owned private company) 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.
On 25 July 2016, Mr Leviev Mr Leviev and the AI Bondholders entered into a legally binding agreement, according to which Mr Leviev would purchase AI’s entire holdings of securities of AFI Development (the “Purchased Securities”). Now the transaction has been completed on the previously agreed terms and in consideration for the Purchased Securities Flotonic paid AI NIS550 million in cash, an effective price of US$0.2148 per share.
As previously announced, Mr Leviev has personally granted a call option to AI in respect of 51,933,807 GDRs and 52,835,598 B ordinary shares (approximately 10% of the Company’s issued share capital) at a price of US$0.216 per 1 GDR and US$0.295 per 1 B ordinary share. The Call Option has been assigned by AI to trustees on behalf of AI bondholders and the trustees may exercise the Call Option within three years from the date of completion of the Purchase Transaction upon instructions of the AI bondholders.
Completion follows the decision by the Cyprus Securities and Exchange Commission to grant Mr Leviev (including through Flotonic) an exemption from making a public offer to the shareholders of AFI Development Plc, in accordance with the Cyprus takeover laws (as announced by the Company on 8 August 2016).
The Guarantee, the Standstill and Deferrals and the New Loan (as defined in the Company announcement dated 25 July 2016) are still being negotiated between Mr Leviev, Bank VTB OJSC and the Company (the deadline to complete these negotiations being 30 September 2016). As the Guarantee, Standstill and Deferrals and the New Loan are still under negotiation, there is no certainty as to whether they will be agreed, approved (if necessary) or entered into prior to completion of the Disposal Transaction (as defined in the Shareholder Circular published by the Company on 15 July 2016) and there is no certainty as to what their final terms may be.
The existing relationship agreement between the Company and AI shall be terminated, and the Company intends to enter into a new relationship agreement with Mr Leviev in accordance with the FCA’s Listing Rules.