Het is voor mij niet duidelijk wanneer deze transactie afgerond wordt:
---------------------------------------------------------------
Amsterdam, June 7, 2017 – Further to the press release dated January 9, 2017, Kardan N.V.
(‘Kardan’ or ‘the Company’), active in Real Estate and Water Infrastructure in emerging
markets announces that its subsidiary Water Planning for Israel Ltd. (‘WPI’) has signed an
agreement to sell its 40.5% stake in Star Pumped Storage Ltd. in a two-parts transaction.
Star Pumped Storage Ltd. holds a conditional licence to build and operate a 344 MW power plant
in Kochav Hayarden, Israel, (‘the Project’) based on the pumped storage technology.
On June 7, 2017, WPI has signed an agreement for the sale of its entire holdings in Star Pumped
Storage to the Noy Fund (‘the Buyer’) for a total consideration of NIS 81 million (approximately
€ 20.3 million) (the "Agreement"), in two parts, as follows:
The first part relates to the sale of 19.84% of the shares of Star Pumped Storage for a consideration
of approximately NIS 39 million (approximately € 9.8 million) (‘Consideration A’).
The second part of the Agreement is conditional on the Buyer's intention to acquire WPI's remaining
stake in Star Pumped Storage (20.66%), up to the date stipulated in the Agreement, for a total
consideration of NIS 42 million (approximately € 10.5 million).
In addition, at the time of the Project's financial closing, WPI will be entitled to receive payments
and reimbursement of expenses from third parties in connection with the Project, in the amount of
approximately NIS 35 million (approximately € 8.8 million). Part of this amount will be used as
collateral to the Buyer, as indicated above.
Completion of each of the two parts of the transaction in its own is subject to the fulfilment of various
conditions precedent, including regulatory approvals, which WPI intends to apply immediately in
order to receive them.
On the date that WPI is required to provide bank guarantees to the financing parties in the Project
for the purpose of completing the financial closing, the Buyer will provide Consideration A as a loan,
which will be used in part by WPI to provide its share in respect of the bank guarantees and the
shareholders' equity required for the Project. This amount will become a final consideration if and
when the conditions precedent for completing this part of the transaction will be met.
In addition, it was agreed between the parties that the Buyer will provide all the bank guarantees
required in respect of the part acquired by it in the first stage of the transaction, as well as additional
guarantees and collaterals required for the purpose of the financial closing, in the total amount of
NIS 100 million (approximately € 25.1 million). To secure this commitment, WPI will pledge in favour
of the Buyer its remaining 20.66% stake in Star Pumped Storage and will make a cash deposit in
its favour.
If the first part of the transaction is not completed for reasons that are not dependent on WPI,
Consideration A will remain as a loan to WPI, which will be repaid in accordance with the terms set
out in the Agreement. In addition, in such a case, WPI will be required to release the Buyer from
part of the guarantees it will provide as specified above.
The consideration for the two parts of the transaction includes a certain payment based on the
assumption that the benefits from the Project will be in the amounts detailed in the Agreement, as
well as a compensation mechanism if these benefits will be lower than expected.
WPI is a wholly owned subsidiary of Tahal Group International B.V., a 98.43% subsidiary of Kardan,
which is the holding company of the water infrastructure activities of the Kardan Group.