Current report No. 13/2012 dated 19 December 2012: Acquisition of the shares in Israel Theaters Real Estate B.V., an indirect subsidiary of Israel Theatres Ltd by Cinema City International NV and closing of the bank club financing agreement by Cinema City
The Management Board of Cinema City International N.V., with its registered office in Amsterdam, the Netherlands (the “Company”), hereby announces that on 19 December 2012 the Company signed and completed an agreement with Israel Theaters Real Estate Holding B.V. (“ITRE”) (a subsidiary of Israel Theaters Ltd. (“IT”)) to acquire (the “Acquisition”) all of the shares in Israel Theaters Real Estate BV (“SPC”). SPC is a holding company which owns all of the shares in real estate development companies holding the following assets: Mall of Russe and other plots of land in Bulgaria, an office building in Herzliya and 5 other properties in Israel and plots of land designated to develop the amusement park in Poland. In addition, SPC is the economic beneficiary of a 32.11%-stake in the WSE listed Ronson Europe NV (through a jointly controlled general partnership formed under Dutch law between its subsidiary, ITR 2012 B.V. and ITR Dori B.V.; the general partners jointly exercise the voting rights attached to 64.22% of the shares in Ronson Europe NV. This partnership ensures a continuation of the joint control of Ronson Europe N.V. since its listing.).
The acquired assets were valued at an aggregate amount of € 143.8 million pursuant to independent third party valuations obtained by the Supervisory Board of the Company. The transaction was closed simultaneously with the signing of transaction documents, with the exception of the Israeli assets, with respect to which the formal title will be transferred post-closing and no later than 30 April 2013.
The purchase price for the shares in SPC amounts to an aggregate amount of € 33.1 million. The Company will also assume the indirect bank debt of SPC of € 98.7 million and will repay the Shareholder loan of SPC of € 12.0 million. Historic loans granted by the Company to Israel Theatres Ltd for a total of € 32.4 million have been settled and offset with the payment of this transaction. Following completion of this transaction Israel Theatres Ltd, a parent company of Cinema City International NV will be a holding entity with no operations and the Company will operate two business divisions: cinema operations and real estate operations.
Simultaneously the Company discloses
the confidential information delayed on 14 December 2012 in accordance with article 57 of the Public Offering Act that, on that day, subject to the approval of the Supervisory Board, the Company entered into the bank club financing with a consortium of banks composed of BZ WBK S.A., HSBC and ING Bank Śląski S.A. banks. The consortium has granted the Company a credit facility of the equivalent of € 210 million including equivalent of € 70 million revolving credit facility. The tenor of credit is 6 years. The term loan of € 140 million will be partly repaid in annual installments and the revolving credit facility together with the remaining part of 40% of the term loan, will be fully repaid upon maturity. Both credit facilities are subject to a floating interest, with decreasing margin based on repayment schedule. Credit facilities may be used in EUR and PLN and will be secured mainly by pledges on shares of the Company’s major subsidiaries and investment certificates and mortgages on major real estate assets. The credit agreement provides for standard covenants including those relating to a pre-determined level of leverage (net leverage covenant), which decreases quarterly. The credit facility also includes a change of control clause in case the Greidinger family holding in the Company decreases to below 30% or another investor obtains control over the Company. The bank club financing agreement was closed on 19 December 2012.
The new club financing agreement will be used by the company to finance the acquisition price of € 33.1 million, to refinance all other Group credit facilities including the debt of SPC, and for other general corporate purposes. The only other group financing that remains in place following the new club financing is a local Israeli financing of approx. € 40 million.
Legal grounds: Article 5:53 and following of the Dutch Act on Financial Supervision dated 28 September 2006 (Wft) and Article 56.1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005.