Entering into the share purchase agreement relating to Rilon Bulgaria Jsc (the Bulgarian Mall of Plovdiv) with GE Real Estate and Quinlan Private
With reference to the current report No. 13/2006 dated December 22, 2006 the Board of Managing Directors of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the "Company") informs that on 29 June 2007 its Dutch wholly-owned subsidiary - IT Sofia B.V. - entered into the share purchase agreement pursuant to which it undertook to sell 50% of its interest held in Rilon Bulgaria Jsc. to two leading real estate private equity groups: US - GE Real Estate Central and Eastern Europe (“GE”) and Irish - Quinlan Private (“Quinlan”).
The closing of this transaction, i.e., transfer of shares on one hand and payment of the share price on the other hand, is subject to standard conditions precedent typical for such types of share purchase agreements and is scheduled to take place within 2 months.
Before this transaction the Company, through IT Sofia B.V., held 30% of the share capital in Rilon Bulgaria Jsc – a Bulgarian company that owns the land in Plovdiv, one of the largest secondary cities in Bulgaria, and is developing the Mall of Plovdiv project, i.e., the construction of a modern shopping and entertainment center in Plovdiv.
The Company together with Ocif Developemt Ltd. held 60% of shares in Rilon Bulgaria Jsc and controlled and were responsible for the process of the Mall of Plovdiv construction.
Following the closing of this transaction, the Company through IT Sofia B.V. will own 15% of the share capital of Rilon Bulgaria Jsc., the Ocif Development will hold another 15% of shares and the original landowner will hold 20% of that company’s equity whereas GE and Quinlan will own the remaining 50% the share capital of Rilon Bulgaria Jsc.
On entering into the share purchase agreement, selling shareholders, including IT Sofia B.V. and Ocif Developemt Ltd., entered with new shareholders: GE and Quinlan, into an operating agreement regulating the rights and obligations of all parties as shareholders in Rilon Bulgaria Jsc. and the rights and obligations relating to the development, construction and management of the Mall of Plovdiv. Selling shareholders, mainly the Company and Ocif Developemt Ltd, will remain responsible for completion of the Mall of Plovdiv project .
Moreover, GE and Quinlan undertook to acquire the remaining 50% of shares in Rilon Bulgaria Jsc (including 15% of shares held by the Company) immediately prior to the opening of the Mall of Plovdiv for the share price calculated in accordance with a pricing formula as determined in the agreement.
Legal grounds: Art. 56.1.1 of the Act of 29 July 2005 on the public offering, conditions governing the introduction of financial instruments to organised trading system and on public companies.
A signature of persons authorised to represent the Company: Mr. Israel Greidinger – a Managing Director, proxy