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.
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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
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.
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