CHANGE TO SHARE ALLOCATION IN DEBT SETTLEMENT KARDAN
Amsterdam, May 27, 2015 - Kardan N.V. (‘Kardan’ or ‘the Company’), active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that further to the announcement of May 7, 2015 and the consequential posting of the proposed amended deed of trust on May 15, 2015, on the Company’s corporate site, the Company has come to an agreement with the joint representatives of its debenture holders of Series A and Series B (‘the Debenture Holders’) on the amended deeds of trust which are to replace the original deeds of trust (‘the Amended Deeds of Trust’), in which the main change constitutes a difference in the allocation of the Company’s shares to the Debenture Holders.
Whereas it was initially agreed to allocate 12% of the Company’s shares to the Debenture Holders, the Amended Deeds of Trust - as will be published by the Company at least seven days prior to the voting date of the meetings of the Debenture Holders – reflect an adjusted allocation as follows: the Company will allocate to the Debenture Holders 12,341,258 ordinary shares, which constitute approximately 10% of the issued capital of the Company on the completion date and a payment of € 750,000 to the Debenture Holders, all within 45 business days from the date on which the Amended Deeds of Trust have entered into force.
It is noted that these changes in the Amended Deeds of Trust have been added following discussions with the Tel-Aviv Stock Exchange. The Company wishes to emphasize that the changes in the Amended Deeds of Trust were formulated in collaboration with the Joint Representatives of the Debenture Holders and with their knowledge. Besides that the Company is expected to publish the Amended Deeds of Trust in order for the meetings of the Debenture Holders to be able to vote on replacing the original deeds of trust with the Amended Deeds of Trust, the Company will also need to publish in Israel a shelf offering report in connection with the issuance of shares.
It is noted that the Amended Deeds of Trust will only become effective upon the completion of all conditions precedent detailed in the Amended Deeds of Trust, including, among other things, approval by the meetings of the Debenture Holders, approval of the Tel Aviv Stock Exchange to the amendments, receipt of a tax ruling etc.
DISCLAIMER