UPDATE ON DISPOSAL OF PLOT LAND IN GREECE2017-11-21
UPDATE RE 2012 DISPOAL OF SHOPPING CENTRES
|1996||First investment in Hungary|
|1996-2004||Developed and managed a portfolio of 20 shopping and entertainment centers|
|2004||Sold 12 shopping and entertainment centers to Klépierre at a gross asset value of €278 million (c. 9.3% net yield)|
|2005||Sold 4 shopping and entertainment centers to Dawnay Day at a gross asset value of €54.4 million (c. 9.2% net yield)|
|2005||Sold 4 shopping and entertainment centers to Klépierre at a gross asset value of €204 million (c. 8.4% gross yield)|
|2005||Forward sold 5 shopping and entertainment centers to Klépierre|
|2006||Sold 1 shopping and entertainment center to Klépierre at a gross asset value of €50 million (c. 7.9% gross yield)|
|2006||Initial Public Offering on the London Stock Exchange with gross proceeds raised of £166.2 million|
|2007||First Transaction in India|
|2007||Sold 3 shopping and entertainment centers to Klépierre at a gross asset value of €129 million (c. 7.3% gross yield)|
|2007||Forward sold 1 shopping and entertainment center to aAIM for app. €387 million (c. 5.9% gross yield)|
Introduction to Exchange trading shares of Plaza Centers in the main market on WSE
|2007-2011||Gross proceeds raised of app. €370 million from bond issuance on the Tel Aviv Stock Exchange|
|2008||Sold 1 shopping and entertainment center to Klépierre at a gross asset value of €61.4 million (c. 7.3% gross yield)|
|2009||Opening of 2 new shopping and entertainment centers in Riga (Latvia) and in Liberec (Czech Republic)|
|2010||Opening of 2 new shopping and entertainment centers is Zgorzelec and Suwalki (Poland)|
|2010||First transaction in the US retail market|
|2011||Opening of 1 shopping and entertainment center in Torun (Poland)|
|2012||Opening of 2 shopping and entertainment centers in Kragujevac (Serbia) and in Pune (India)|
|2012||Sold 47 US-based shopping and entertainment centers in the US at a gross asset value of $1.428 billion|
|2012||Sold the remaining two US-based assets for a total consideration of $41.8 million|
|2013||Completed the sale of its 50% interests in a vehicle which mainly holds interests in an office complex project located in Pune, India, generating gross cash proceeds of circa €16.7 million in line with its holding|
|2013||Sold 1 office complex in Pune, India at a transaction value of €33.4 million|
|2013||Sold 1 logistics and commercial center in Prague, Czech Republic at a transaction value of €11 million|
|2013||Sold 1 site in Roztoky, Czech Republic at a transaction value of circa €2 million|
|2013||Sold 1 project, Dream Island in Hungary at a transaction value of circa €15 million|
|2014||Sold its 35% stake in Új Udvar project in Budapest (Hungary) for cash proceeds of €2.35 million|
|2014||Sold 1 site in Targu Mures, Romania at a transaction value of circa €3.5 million|
|2014||Sold 1 shopping and entertainment center in Kragujevac (Serbia) at a gross asset value of €38.6 million|
|2014||Sold 1 site in Hunedoara, Romania at a transaction value of €1.2 million|
|2015||Sold 1 shopping and entertainment center in Pune (India) at a gross asset value €35 million|
Sold 1 site in Iasi, Romania at a transaction value of €7.3 million
|2015||Completed the sale of an office building in Bucharest, Romania (823sqm GLA) for €1.1 million|
|2015||Completed the sale of part of a plot in Lodz, Poland for €0.5 million|
|2015||Completed the transaction to waive its leasing rights of the Cina property in Bucharest, Romania, which has been sold by its owner. The gross proceeds from the transaction were circa €2.7 million|
|2016||Liberec Plaza sale completed for €9.5 million. Following net asset value adjustments related to the subsidiary's balance sheet, the group received net €9,37 million.|
|2016||Completed the sale of a 23,880 sqm plot in Slatina, Romania generating cash proceeds of €0.66 million|
Signed a binding pre-agreement to sell the plot in Piraeus, near Athens, Greece, for €4.7 million. The sale agreement with a third party developer is subject to certain conditions being met, including due diligence which has up to six months to complete
Entered into a business sale agreement with respect to the sale of Riga Plaza shopping and entertainment centre in Riga, Latvia, to a global investment fund. The agreement reflects a value for the business of circa €93.4 million
Sale of the wholly owned subsidiary, which holds the “MUP” plot and related real estate in Belgrade, Serbia, for €15.9 million
Sold a 20,700 sqm residential plot in Lodz, Poland for €2.4 million
|2016||Disposed an 18,400 sqm plot in a suburb of Ploiesti, Romania to a local investor for €280,000|
|2016||Completed the sale of a 20,700 sqm plot of a residential plot in Lodz, Poland, to a residential developer, for €2.4 million which had been received in few installments including H1 - 2017.|
Completed the sale of Riga Plaza shopping and entertainment centre in Riga, Latvia to a global investment fund.
The agreement reflects a value for the business of circa €93.4 million.Completed the sale of Riga Plaza shopping and entertainment centre in Riga, Latvia to a global investment fund. The agreement reflects a value for the business of circa €93.4 million.
|2016||Signed a preliminary sale agreement for the disposal of a 1.8 hectare plot in the centre of Leszno, Poland for €810,000. In June 2017, a final sale agreement signed and proceed received.|
|2016||Completed the sale of the shares in Zgorzelec Plaza. A Share Purchase Agreement has been signed with an Appointed Shareholder nominated by the Bank, after which the remainder of the DRA process was completed, including delivery of the Release Letters to the Company, and removing a mortgage over the asset of the Company in Leszno, Poland (valued at €0.8 million), as described in the announcement on 30 June 2016. Plaza recognised an accounting profit of circa €9.2 million, stemming from the release of €23.0 million of the outstanding (and partially recourse) loan (including accrued interest thereof), against an outstanding asset valued at €12.7 million.|
|2017||Completed the sale of Suwałki Plaza shopping and entertainment center for € 43.1 million. The Company has received circa €16.5 million net cash, after the repayment of the bank loan (circa €26.4 million), and other working capital adjustments.|
|2017||Completed sale of David House office building in Hungary for € 3.2 million.|
|2017||Completed sale of Shumen Plaza plot in Bulgaria for € 1 million.|
|2017||Completed the sale of the Belgrade Plaza shopping and entertainment centre. Upon completion of the transaction, the Company received an initial payment of EUR 31.7 million from the purchaser, further EUR 2 million has been received following the opening, further payment of EUR 13.35 million has been received during September 2017 and additional payments are contingent upon certain operational targets and milestones being met. The Purchaser has provided a guarantee to secure these future payments. The received consideration is after the deduction of the bank loan (circa EUR 15.4 million). Belgrade plaza is the 34th shopping centre built by Plaza and its second scheme in Serbia.|
|2017||Signed a preliminary sale agreement for the disposal of a 13,770 sqm plot at its second land holding in Lodz, Poland, (representing 22% of this holding) to a retail developer, for €1.2 million. As part of the agreement, the purchaser paid an immediate installment of EUR 0.035 million and the completion payment to make it totaling 10% of the sale price, comprising an immediate installment already paid of EUR 0.035 million followed by an installment of EUR 0.085 million shall be paid when the purchaser obtains environmental permit for investing in the access road to the plot. The remaining balance minus 50% of the sum invested in the road (up to maximum amount of EUR 0.12 million) will be paid once a building permit is obtained for development of the land which is expected to be granted till the end of 2018.|
|2017||Completed the sale agreement for the disposal of a 2.47 hectare plot in the centre of Kielce, Poland,for €2.28 million. Plaza received a down payment of €465,000 when the preliminary sale agreement was signed in October 2016. Now that the final agreement has been signed, the remaining €1,815,000 has been paid.|
|2017||In June 2017, Elbit Plaza India Real estate (EPI) signed a revised sale agreement with the former partner (the “Purchaser”) which was further amended in March 2018. The Company signed an amended revised agreement as follows: The Purchaser and EPI have agreed that the total purchase price shall be increased to INR 350 Crores (approximately €45.8 million). Following the signing of the revised agreement and by the end of the current month, the Purchaser shall pay EPI additional INR 10 Crores (approximately €1.3 million) further to the INR 45 Crores (approximately €5.9 million) that were already paid during the recent year. Additional INR 83 Crores (approximately €10.8 million) will be paid by the Purchaser in unequal monthly installments until the Final Closing. The Final Closing will take place on 31 August 2019 when the final installment of circa INR 212 Crores (approximately €27.8 million) will be paid to EPI against the transfer of the outstanding share capital of the SPV.|
|2017||Completed the final sale agreement for the disposal of a 1.8 hectare plot in Leszno, Poland for €810,000.|
|2017||Signed an agreement for the disposal of a plot totalling approximately 32,000 sqm in Timisoara, Romania, for €7.25 million and proceed were received.|
|2017||Completed the sale of a plot totalling approximately 30,000 sqm in Constanta, Romania, for €1.3 million.|
|2017||Signed an agreement with an international investor, NEPI Rockcastle, on the termination of land use rights over a circa 21,788 sqm land plot adjoining Arena Plaza in Budapest, Hungary, registered to a subsidiary of the Company, Kerepesi 5 Irodaépület Kft (“K5”). The transaction also includes the termination of the preliminary easement agreement, which provided K5 with certain easement rights over the plot., K5 received a net sum of EUR 2.5 million.|
|2017||Completed the sale of Torun Plaza shopping and entertainment center in Poland to a private investment fund. The Company has received circa EUR 28.3 million. This net cash is after the deduction of the bank loan (circa EUR 43.3 million), and other working capital adjustments in accordance with the balance sheet of the SPV holding the Project. The above-mentioned sums do not include the earn-out payments in an amount of EUR 0.35 million, reduced by NAV adjustment of EUR 0.15 million, to be received in 2018.|
In January 2018, a settlement agreement has been reached and approved (and all the conditions precedent in the agreement fulfilled) between the holders of two Series of Israeli Bonds and the Company regarding the allocation of funds, to be repaid by the Company, across the Israeli Bonds Series. As a result, the Series A Bondholders withdrawal their request for immediate repayment.
|2018||On 11 January, 2018 the Company announced that the CEO, Dori Keren will retire from his position at the end of March 2018. The Board of Directors appointed Avi Hakhamov, who has been with the Company for more than 11 years, as Acting CEO commencing 1 April 2018.|
On 18 January, 2018 S&P Maalot announced that it ceases updating the rating of the Company's bonds following the Company's request.
In March 2018, a Shareholder of the Company has filed a motion with the Financial Department of the District Court in Tel-Aviv to reveal and review internal documents of the Company and of Elbit Imaging Ltd., with respect to the events surrounding that certain agreements that were signed in connection with the Casa Radio Project in Romania and the sale of the US portfolio. The two companies has filed a response to the relevant court. The case is still pending at court. For further information see Note 17(6).
In May 2018, further to the decision of the Israeli Series A and Series B Bondholders, the Company has redeemed in full the series of bonds issued in Poland at their principal amount together with interest accrued to the maturity date in total amount of EUR 2.66 million. Upon completion of the redemption, the Company has no outstanding bonds issued in Poland.
|2018||In June 2018 the Company received the earn-out payment for the sale of Torun Plaza in amount of EUR 0.35 million, reduced by NAV adjustment of EUR 0.14 million.|
In July 2018, a subsidiary of the Company has signed a preliminary agreement with respect to the sale of the land plot known as "Lodz Centrum Plaza", in consideration for PLN 1.3 million (circa EUR 0.3 milion). The agreement was conditional upon the pre-emptive right of the municipality of Lodz.
In September 2018, the Company has signed definitive agreement for a 4,000 sqm plot of land in Lodz, Poland for circa EUR 0.3 million.
Further to the Company's announcement dated October 17, 2018 regarding signing the pre-agreement for the lale of land plot in Miercurea Ciuc, Romania, the Company grant an option for the purchase of the Plot till mid-April 2019 for a total consideration of EUR 0.11 million. The Company has received EUR 95,000 in 2018, and expects to receive an additional EUR 15,000 in 2019 (Non-refundable payments). In March 2019, following negotiations with the purchaser, the parties agreed that (i) the signing date of a definitive agreement will be postponed by 3 months to mid-July 2019, (ii) the receipt of non-refundable advance payments of EUR 250,000 in two tranches by the end of April 2019, and; (ii) the sale price will be increased by EUR 30,000.
To the extent that the Company will enter into a definitive agreement and consummates the transaction, the Company expects to receive EUR 1.47(including the non-refundable payments).
Completed the sale of a 5-acre (~20,200 sqm) plot plot in Krusevac, Serbia, for EUR 0.29 million.
Following the announcement dated June 19, 2017 regarding a preliminary sale of plot in Lodz,
Poland, the Company signed in December 2018, an extension to that agreement (with certain
amendments) till Q1-2019. The Company expects the sale to be concluded with remaining gross
proceed of Circa EUR 840,000 (following payments received in November 2018 of EUR 79,000 and
of EUR 35,000 received in 2017).
On December 24, 2018 the Company signed a definitive agreement for the sale of its (indirectly) 100% stake in a Greek subsidiary (on an "as is" basis) for a total gross amount of EUR 1.05 million (out of which EUR 0.3 million has already been received as advance payments during 2017). The total net proceeds to the Company, following the deduction of working capital adjustments in accordance with the balance sheet of the SPV and transaction costs, were circa EUR 0.66 million.
As a result of the transaction, an amount EUR 1.05 million is recorded in Revenue from disposal of trading properties and amount of circa EUR 2.28 million is recorded in Cost of trading properties sold. In addition, as a result of sale on "as is" basis, the Company reversed tax liability previously recorded in the financial statements resulted in tax benefit of EUR 1.015 million (refer also to Note 9 in the annual financial statements as of December 31, 2018).
Big Shopping Centers (“BIG”) paid EUR 466,000 for the stands and signage at the Big Fashion mall in Belgrade (previously known as “Belgrade Plaza”). In addition, BIG further informed us that they intend to hold an additional EUR 1 million until an orderly engineering examination of the mall's technical conditions is completed as part of the final Price adjustment to be performed in May 2020. The Company is currently evaluating its options regarding BIG's intention to hold the EUR 1 million and sent a letter of demand for payment of the amount including interest.
Following the review concluded in 2018 by the Financial Conduct Authority (FCA), no retrospective disclosures or other actions are required under the FCA’s Listing Rules in relation to this matter, following Plaza announcement of 21 November 2017.
Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) ("Elbit") informed in December 2018, that it has signed a trust agreement according to which Elbit will deposit its shares of Plaza Centers N.V (the "Shares" and "Plaza", respectively) with a trustee. In accordance with the trust agreement, Elbit retains the right to receive any and all rights in connection with the Shares, other than the voting rights which are vested with the trustee for all matters and purposes effective from December 18, 2018. In addition, Elbit may instruct the trustee, from time to time, to sell all or any portion of the Shares. The trust agreement shall terminate upon the earlier of: (i) a sale of all of the Shares to a third party; and (ii) the date on which actions have been taken for realization of any of the liens Elbit granted in favor of the holders of the Series I Notes issued by Elbit. The outcome of the above mentioned is that Elbit no longer considers itself to be the controlling shareholder of Plaza and accordingly will not consolidate Plaza's financial reports in its own financial reports.
In July 2018, Elbit Plaza India Real Estate Holdings Limited ("EPI"), has signed a term sheet with its local partner ("Buyer"), relating to the sale of EPI's Indian subsidiary ("SPV") that holds 74.7 acre plot in Chennai, India ("Term Sheet"). Under the terms of the Term sheet, the Buyer shall have 60 (sixty) days to conduct due diligence only with respect to the SPV, following which definitive agreements, for the sale of the SPV in consideration of approximately EUR 13.2 million (INR 1,060 million, the Company's share approximately EUR 6.8 million), (subject to adjustment with respect to the previous deposit that was placed and the existing cash in the SPV level), shall be signed and closing shall take place on the same day. The closing of the transaction was expected in February 2019. As the transaction was not completed the Term Sheet was terminated by EPI.
In February, 2019 the Chennai Project SPV issued notice to Pacifica terminating the Joint Development Agreement („JDA”) due to its failure to obtain the access road. The said termination of JDA has been disputed by Pacifica. Therefore, the Chennai Project SPV has initiated arbitration proceeding against Pacifica in accordance with the Arbitration Rules of the Singapore International Arbitration Centre, in accordance with the JDA Agreement to protect its rights.
In June 2017, EPI signed a revised sale agreement with the former partner (the "Purchaser").
The Purchaser and EPI have agreed that the purchase price will be amended to INR 338 Crores (approximately Euro 42.4 million) instead of the INR 321 Crores (approximately Euro 40.2 million) agreed in the previous agreement. As part of the agreement, INR 110 Crores (approximately Euro 13.8 million) were supposed to be paid by the Purchaser in instalments until the Final Closing. The Final Closing was scheduled on September 1, 2018, when the final instalment of INR 228 Crores (approximately Euro 29.8 million) were supposed to be paid to EPI.
In January 2018, the Purchaser has notified EPI that due to a proposed zoning change (initiated by the Indian authorities) which could potentially impact the development of the land, all remaining payments under the Agreement will be stopped until a mutually acceptable solution is reached on this matter. EPI has rejected the Purchaser's claims, having no relevance to the existing Agreement, and started to evaluate its legal options. INR 46 Crores (approximately EUR 6.06 million) were paid till March 2018.
In March 2018, the Company signed an amended revised agreement as follows: The Purchaser and EPI have agreed that the total purchase price shall be increased to INR 350 Crores (approximately EUR 44.5 million). The Final Closing will take place on 31 August 2019 when the final installment of circa INR 212 Crores (approximately EUR 26.9 million) will be paid to EPI against the transfer of the outstanding share capital of the SPV.
If the Purchaser defaults before the Final Closing, EPI is entitled to forfeit all amounts paid by now by the Purchaser as stipulated in the revised agreement. All other existing securities granted to EPI under the previous agreements will remain in place until the Final Closing.
On February 4, 2019 Plaza announced that the Purchaser defaults on payments and that EPI is considering all legal measures available to it to protect its interest.
During March 2019, Plaza announced that the Purchaser has further paid to EPI INR 9.25 cores (Circa EUR 1.15 million), thereby having paid INR 80 crores (approximately EUR 10.26 million) as against approximately INR 92 crores (EUR 11.8 million) that was supposed to be paid by end of February 2019. The Parties continue to discuss regarding getting further payments. Plaza part from the consideration is 50%.
On February 11, 2019 the Company signed a non-binding Letter of Intent ("LOI") with AFI Europe N.V. (the "Purchaser", and together with the Company, the "Parties"), for the sale of its entire indirect shareholdings (75%) in the Casa Radio Project, for a maximum consideration of EUR 60 million, subject to the fulfilment of certain conditions.
Following the execution of the LOI, the Purchaser shall have a period of 3 months to conduct due diligence investigations (with the aim of concluding the due diligence investigations before April 19, 2019), after which, if satisfactory, a pre-sale agreement will be executed within 30 days following the conclusion of the due diligence investigations. (the "Pre-Sale Agreement").
In the framework of the Pre-Sale Agreement, the Purchaser will pay the Company a non-refundable down payment. 15 months following the execution of the Pre-Sale Agreement, and subject to the satisfactory fulfillment of certain conditions precedent, the Parties will sign a sale agreement.
The consummation of the Transaction is subject to the fulfillment of certain conditions, including, inter alia: (i) certain confirmations and approvals of competent public authorities regarding the PPP agreement in place and acceptance of the Purchaser; (ii) the successful conclusion by the Purchaser of its due diligence investigations; (iii) obtaining the approval of the Romanian authorities for the updated structure of the Project and timetable; (iv) confirmation that the 49-year lease period under the PPP agreement (signed between the Romanian Authorities and the Company) will commence from 2012 at the earliest, although, should the said lease period commence earlier, the parties shall amicably negotiate a price adjustment mechanism to the Purchaser's satisfaction and approval; and (v) the execution of definitive agreements.
During the period commencing on the date of the execution of the LOI and ending on the earlier of: (i) 18 month, or (ii) the Purchaser informs the Company of his withdrawal from the Transaction, the Company and its representatives have undertaken to refrain from negotiating with any other third party other than the Purchaser for the purpose of selling its shareholdings in the Project.
The payment schedule according to the LOI is expected to be set as follows:
- Non refundable down payment - EUR 200,000
- Execution of Sale Agreement (following fullfilment of the conditions precedent) - EUR 20,000,000
- Issuance of Building Permit for Phase 1 (the construction of the Shopping Mall, offices/ residential, Hotel & Casino, Supermarket and PArking) - EUR 22,000,000
- Finalization and inauguration of Phase 1 - EUR 17,800,000
The Company is not obligated to participate in the financing of the Project. In addition, the Purchaser acknowledged the liability to build the public authority building under the PPP agreement.
As of the date hereof, there can be no certainty that either the Pre-Sale Agreement, nor the Sale Agreement will be executed and/or that the Transaction will be consummated as presented above or at all.