Current report No. 14/2013. Signing of agreement with GE Capital Real Estate to purchase shares in Ronson Europe NV
The Board of Managing Directors of Cinema City International N.V. (the "Company") announces that on 19 July 2013 its fully owned subsidiary ITR 2012 BV (“ITR 2012”) and U. Dori Group (“Dori”) signed an agreement with GE Capital Real Estate (“GEC RE”) to purchase indirectly (through a special purpose vehicle held by GEC RE) 41,800,000 shares in Ronson Europe NV (“Ronson”) representing 15.3% of share capital of Ronson. These shares carry 41,800,000 votes at the General Meeting of Ronson.
Completion of the transaction is expected to occur in November 2013, subject to the satisfaction of some conditions precedent. If not all of the conditions precedent are satisfied by December 20, 2013 (or such later date as may be agreed upon by the parties), the agreement will be terminated.
The total price for the shares to be paid by ITR 2012 and Dori is approximately PLN 29.2 million, of which ITR 2012 will pay an approximate amount of PLN 14.6 million. These shares will be acquired via a jointly controlled general partnership formed under Dutch law between ITR 2012 and Dori.
Upon completion of the transaction the general partnership will hold, directly and indirectly, 216,698,374 shares in Ronson representing 79.56% of the total votes and total number of shares in Ronson, and the Company will be an economic beneficiary of 39.78%-stake in Ronson through this general partnership.
Legal grounds: Article 5:53 and subsequent of the Dutch Act of 28 September 2006 on rules regarding the financial markets and their supervision (Act on Financial Supervision – Wft.) in conjunction with Article 56.1.1 and article 56.6 of the Polish Act on Public Offerings, Conditions governing the Introduction of Financial Instruments to Organized Trading and on Public Companies of 29 July 2005.