TIDMAFRB TIDMAFID
RNS Number : 3565J
AFI Development PLC
08 September 2016
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION
IN OR INTO THE RUSSIAN FEDERATION, THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN
AFI DEVELOPMENT PLC
("AFI DEVELOPMENT" OR "THE COMPANY")
COMPLETION OF SHARE PURCHASE TRANSACTION BETWEEN MR LEVIEV AND
AFRICA ISRAEL INVESTMENTS
London, 8 September 2016 - Further to previous announcements by
the Company with regards to the proposed purchase by Mr Lev Leviev,
Chairman, of the shareholding of Africa Israel Investments Ltd
("AI") (the Company's controlling shareholder) in the Company (the
"Purchase Transaction"), AFI Development today confirms that the
purchase by Mr Leviev of 679,748,454 shares in the Company was
completed on 7 September 2016 and, as a result, Mr Leviev holds
(through Flotonic Limited., a fully owned private company)
336,948,796 Global Depository Receipts (issued over A ordinary
shares) and 342,799,658 Depository Interests (issued over B
ordinary shares), representing in aggregate 64.88% of the Company's
issued share capital.
On 25 July 2016, Mr Leviev Mr Leviev and the AI Bondholders
entered into a legally binding agreement, according to which Mr
Leviev would purchase AI's entire holdings of securities of AFI
Development (the "Purchased Securities"). Now the transaction has
been completed on the previously agreed terms and in consideration
for the Purchased Securities Flotonic paid AI NIS550 million in
cash, an effective price of US$0.2148 per share.
As previously announced, Mr Leviev has personally granted a call
option to AI in respect of 51,933,807 GDRs and 52,835,598 B
ordinary shares (approximately 10% of the Company's issued share
capital) at a price of US$0.216 per 1 GDR and US$0.295 per 1 B
ordinary share. The Call Option has been assigned by AI to trustees
on behalf of AI bondholders and the trustees may exercise the Call
Option within three years from the date of completion of the
Purchase Transaction upon instructions of the AI bondholders.
Completion follows the decision by the Cyprus Securities and
Exchange Commission to grant Mr Leviev (including through Flotonic)
an exemption from making a public offer to the shareholders of AFI
Development Plc, in accordance with the Cyprus takeover laws (as
announced by the Company on 8 August 2016).
The Guarantee, the Standstill and Deferrals and the New Loan (as
defined in the Company announcement dated 25 July 2016) are still
being negotiated between Mr Leviev, Bank VTB OJSC and the Company
(the deadline to complete these negotiations being 30 September
2016). As the Guarantee, Standstill and Deferrals and the New Loan
are still under negotiation, there is no certainty as to whether
they will be agreed, approved (if necessary) or entered into prior
to completion of the Disposal Transaction (as defined in the
Shareholder Circular published by the Company on 15 July 2016) and
there is no certainty as to what their final terms may be.
The existing relationship agreement between the Company and AI
shall be terminated, and the Company intends to enter into a new
relationship agreement with Mr Leviev in accordance with the FCA's
Listing Rules.
- ENDS -
For further information, please contact:
AFI Development, +7 495 796 9988
Ilya Kutnov, Corporate Affairs/Investments Director (Responsible
for arranging the release of this announcement)
Citigate Dewe Rogerson, London +44 20 7638 9571
David Westover
Sandra Novakov
Marina Zakharova de Calero
This announcement contains inside information.
About AFI Development
AFI Development is one of the leading real estate development
companies operating in Russia. Established in 2001, AFI Development
is a publicly traded subsidiary of Africa Israel Investments
Ltd.
AFI Development is listed on the Main Market of the London Stock
Exchange and aims to deliver shareholder value through a commitment
to innovation and continuous project development, coupled with the
highest standards of design, construction and quality of customer
service.
AFI Development focuses on developing and redeveloping high
quality commercial and residential real estate assets across
Russia, with Moscow being its main market. The Company's existing
portfolio comprises commercial projects focused on offices,
shopping centers, hotels and mixed-use properties, and residential
projects. AFI Development's strategy is to sell the residential
properties it develops and to either lease the commercial
properties or sell them for a favorable return.
AFI Development is a leading force in urban regeneration,
breathing new life into city squares and neighborhoods and
transforming congested and underdeveloped areas into thriving new
communities. The Company's long-term, large-scale regeneration and
city infrastructure projects establish the necessary groundwork for
the successful launch of commercial and residential properties,
providing a strong base for future.
Legal Disclaimer
Some of the information in these materials may contain
projections or other forward-looking statements regarding future
events, the future financial performance of the Company, its
intentions, beliefs or current expectations and those of its
officers, directors and employees concerning, among other things,
the Company's results of operations, financial condition,
liquidity, prospects, growth, strategies and business. You can
identify forward looking statements by terms such as "expect",
"believe", "anticipate", "estimate", "intend", "will", "could",
"may" or "might" or the negative of such terms or other similar
expressions. These statements are only predictions and that actual
events or results may differ materially. Unless otherwise required
by applicable law, regulation or accounting standard, the Company
does not intend to update these statements to reflect events and
circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events. Many factors could cause the
actual results to differ materially from those contained in
projections or forward-looking statements of the Company,
including, among others, general economic conditions, the
competitive environment, risks associated with operating in Russia
and market change in the industries the Company operates in, as
well as many other risks specifically related to the Company and
its operations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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