Global City Holdings
Investor Relations
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29

Jul

Current report No. 46/2015 of 29 July 2015. Change in the shareholding level

The Board of Directors of Global City Holdings N.V., a company duly organized and existing under the laws of the Netherlands, with its registered office in Amsterdam, the Netherlands (the “Company”), hereby announces that on the date of this current report, the Company received the following notification from I.T. International Theatres Ltd., Israel Theatre Ltd., Near East Finance Corporation Ltd., D.K.G Investments Company Ltd., Mr. Moshe Greidinger and Mr. Israel Greidinger:

“Acting on the basis of Article 69a Section 1 Item 3 in accordance with Article 69 Section 2 Item 2 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, we hereby announce that, in connection with the settlement on 28 July 2015 of the transactions involving the purchase by the Company of 20,639,017 ordinary bearer shares in Global City Holdings N.V. (the “Company”) executed on 27 July 2015 in the course of the public tender offer to subscribe for the sale of the Company’s own shares announced by the Company on 9 June 2015 (the “Tender Offer”), the overall number of votes in the Company held by the entities which are making this notification in the total number of votes in the Company increased by 42.27% of all of the effective votes at the general meeting of the shareholders of the Company (40.31% of the total number of votes at the general meeting of the shareholders of the Company).

Prior to the settlement of the above-mentioned transactions:

  1. I.T. International Theatres Ltd. (“ITIT”) directly held 27,589,996 shares in the Company entitling the holder thereof to exercise 27,589,996 votes at the general meeting of the shareholders of the Company, which prior to the settlement of the Tender Offer represented 56.5% of all of the effective votes at the general meeting of the shareholders of the Company(53.9% of the total number of votes at the general meeting of the shareholders of the Company) and indirectly held (i) through ITIT Holding B.V. (“ITIT Holding”), a wholly-owned subsidiary, 332,007 shares entitling it to 332,007 votes at the general meeting of the shareholders of the Company, which prior to the settlement of the Tender Offer represented 0.68% of all of the effective votes at the general meeting of the shareholders of the Company (0.65% of all of the votes at the general meeting of the shareholders of the Company), and (ii) through the Company, 2,370,724 shares representing 0% of all of the effective votes at the general meeting of the shareholders of the Company(4.6% of the total number of votes at the general meeting of the shareholders of the Company) due to the fact that according to Article 118 Section 7 of the Dutch Civil Code, the Company cannot exercise the voting rights attached to any of the shares held in its own share capital;
  2. Israel Theatre Ltd. (“Israel Theatre”) directly held 137,905 shares in the Company entitling the holder thereof to exercise 137,905 votes at the general meeting of the shareholders of the Company, which prior to the settlement of the Tender Offer represented 0.28% of all of the effective votes at the general meeting of the shareholders of the Company(0.27% of the total number of votes at the general meeting of the shareholders of the Company) and, as the dominant entity of ITIT, indirectly held 30,292,727 shares in the Company entitling the holder thereof to exercise 27,922,003 votes at the general meeting of the shareholders of the Company, which prior to the settlement of the Tender Offer represented 57.18% of all of the effective votes at the general meeting of the shareholders of the Company(59.17% of the total number of votes at the general meeting of the shareholders of the Company);
  3. Near East Finance Corporation Ltd. (“Near East Finance Corporation”), as the dominant entity of Israel Theatre, indirectly held 30,430,632 shares in the Company entitling the holder thereof to exercise 28,059,908 votes at the general meeting of the shareholders of the Company, which prior to the settlement of the Tender Offer represented 57.46% of all of the effective votes at the general meeting of the shareholders of the Company(59.43% of the total number of votes at the general meeting of the shareholders of the Company);
  4. D.K.G. Investments Company Ltd. (“DKG”), as the dominant entity of Near East Finance Corporation Ltd., indirectly held 30,430,632 shares in the Company entitling the holder thereof to exercise 28,059,908 votes at the general meeting of the shareholders of the Company, which prior to the settlement of the Tender Offer represented 57.46% of all of the effective votes at the general meeting of the shareholders of the Company(59.43% of the total number of votes at the general meeting of the shareholders of the Company); and
  5. Messrs. Moshe Greidinger and Israel Greidinger, as the joint dominant entities of DKG, indirectly held 30,430,632 shares in the Company entitling the holder thereof to exercise 28,059,908 votes at the general meeting of the Company, which prior to the settlement of the Tender Offer represented 57.46% of all of the effective votes at the general meeting of the shareholders of the Company(59.43% of the total number of votes at the general meeting of the shareholders of the Company).

After the settlement of the transactions in the Tender Offer:

  1. ITIT directly holds 27,589,996 shares in the Company entitling the holder thereof to exercise 27,589,996 votes at the general meeting of the Company, which currently represent 97.87% of all of the effective votes at the general meeting of the shareholders of the Company(53.9% of the total number of votes at the general meeting of the shareholders of the Company) and additionally indirectly holds (i) through ITIT Holding, a wholly-owned subsidiary, 332,007 shares in the Company entitling it to exercise 332,007 votes at the general meeting of the shareholders of the Company, which currently represent 1.18% of all of the effective votes at the general meeting of the shareholders of the Company(0.65% of the total number of votes at the general meeting of the shareholders of the Company) and (ii) through the Company, 23,009,741 shares which represent 0% of all of the effective votes at the general meeting of the shareholders of the Company(44.94% of the total number of votes at the general meeting of the shareholders of the Company) due to the fact that according to Article 118 Section 7 of the Dutch Civil Code, the Company cannot exercise the voting rights attached to any of the shares held in its own share capital;
  2. Israel Theatre directly holds 137,905 shares entitling the holder thereof to exercise 137,905 votes at the general meeting of the shareholders of the Company, which currently represent 0.49% of all of the effective votes at the general meeting of the shareholders of the Company(0.27% of the total number of votes at the general meeting of the shareholders of the Company) and, as the dominant entity of ITIT, indirectly holds 50,931,744 shares entitling the holder thereof to exercise 27,922,003 votes at the general meeting of the shareholders of the Company, which represents 99.05% of all of the effective votes at the general meeting of the shareholders of the Company(99.48% of the total number of votes at the general meeting of the shareholders of the Company);
  3. Near East Finance Corporation, as the dominant entity of Israel Theatre, currently holds 51,069,649 shares entitling the holder thereof to exercise 28,059,908 votes at the general meeting of the shareholders of the Company, which currently represent 99.54% of all of the effective votes at the general meeting of the shareholders of the Company(99.75% of the total number of votes at the general meeting of the shareholders of the Company);
  4. DKG, as the dominant entity of Near East Finance Corporation, currently indirectly holds 51,069,649 shares entitling the holder thereof to exercise 28,059,908 votes at the general meeting of the shareholders of the Company, which currently represent 99.54% of all of the effective votes at the general meeting of the shareholders of the Company(99.75% of the total number of votes at the general meeting of the shareholders of the Company); and
  5. Messrs. Moshe Greidinger and Israel Greidinger, as the joint dominant entities of DKG, currently indirectly hold 51,069,649 shares entitling the holder thereof to exercise 28,059,908 votes at the general meeting of the Company, which currently represent 99.54% of all of the effective votes at the general meeting of the shareholders of the Company(99.75% of the total number of votes at the general meeting of the shareholders of the Company).”