FOR THE ATTENTION OF SHAREHOLDERS OF GLOBAL CITY HOLDINGS N.V.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
On 23 November 2015, Global City Holdings N.V., a public company with limited liability under Dutch law, having its corporate seat in Amsterdam, the Netherlands, with its office address at Weena 201 – 212 (3012 NJ) Rotterdam, the Netherlands (the "Company"), announced that Israel Theatres Limited, I.T. International Theatres Limited, ITIT Holding B.V. and the Company (together: the "Claimants") had initiated compulsory squeeze-out proceedings before the Enterprise Division of the Amsterdam Court of Appeals (the “Enterprise Division”) in accordance with Dutch law (the "Proceedings"), under which Proceedings the Company intended to acquire all shares in the Company not held by the Claimants jointly (the “Shares”).
On 24 May 2016, the Enterprise Division rendered a judgment in the Proceedings (the "Decision"). A copy of the Decision may be obtained from:
G. te Winkel
1071 LN Amsterdam
In the Decision, the Enterprise Division orders the present holders of the Shares (the "Shareholders") to transfer their Shares to the Company for a price of PLN 47.70 per Share. This price is based on the price per Share as at 20 November 2015, and will be increased with statutory interest of two per cent per annum, to be calculated from 20 November 2015 until the date of transfer of the Shares to the Company ("Squeeze-out Price"). The Squeeze-out Price will be decreased with (i) any dividends that become payable on the Shares after 20 November 2015, such dividend serving as a partial payment of the Squeeze-out Price, and (ii) Dutch dividend withholding tax.
TRANSFER OF SHARES
On or after 5 July 2016, the Company intends to proceed with payment to the Shareholders of the Squeeze-out Price (including any statutory interest accrued, but minus any withholding tax due) in exchange for the transfer of the Shares to the Company. To receive payment, the Shareholders are not required to undertake any action. The transfer of the Shares against payment of the Squeeze-out Price will be effected through the regular clearing process of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych w Warszawie S.A.), which process is expected to be completed on or about 11 July 2016.
Although the clearing process through the National Depository for Securities is intended to secure a transfer of all Shares to the Company, the Company explicitly reserves its right under Article 2:92a paragraph 8 of the Dutch Civil Code to transfer any remaining Shares by operation of law through the payment of the aggregate Squeeze-out Price due for such remaining Shares (including any statutory interest accrued, but minus any withholding tax due) into escrow with the Dutch Ministry of Finance. Should the Company exercise this right, the Company will publish a separate announcement containing further information and instructions.
Publication on corporate website
Subject to applicable legal restrictions, a copy of this announcement will be made available at the Company's website at: http://globalcityholdings.com