The management board of Globe Trade Centre S.A. (the “Company”) hereby announces the text of the press release published earlier today by Kardan N.V., the sole owner of GTC Real Estate Holding B.V. (previously a shareholder holding a 27.75% stake in the Company):
SALE OF 27.75% STAKE IN GTC SA COMPLETED
“Amsterdam, November 22, 2013 – Kardan N.V., active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that, following the announcement on November 17, 2013, its wholly-owned subsidiary GTC Real Estate Holding B.V. (“GTC RE”) has completed the indirect sale (i.e. through the sale of the entire issued share capital in its wholly-owned subsidiary Emerging Investments XIII B.V.) and transfer of the 27.75% of the ordinary share capital of the Central and Eastern European real estate company Globe Trade Centre S.A. to a wholly owned subsidiary of Lone Star Funds (“Lone Star”) for a consideration of EUR 160 million.
According to the agreement with Lone Star, GTC RE has today received EUR 150 million in cash. The remaining EUR 10 million has been paid into a notary account on behalf of GTC RE, to be transferred to GTC RE by December 13, 2013. Lone Star has the option to pay in cash or to replace the EUR 10 million (partly or in total) with debentures (series A) and debentures (series B) of Kardan N.V. (in a 80% - 20% ratio) as listed on the Tel Aviv Stock Exchange with a total par value of EUR 14 million.
DISCLAIMER
This press release contains forward-looking statements and information, for example concerning the financial condition, results of operations, businesses and potential exposure to market risks of Kardan N.V. and its group companies (jointly “Kardan Group”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements (including “forward looking statements” as defined in the Israeli Securities Law). Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are identified by the use of terms and phrases such as ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘probably’’, ‘‘project’’, ‘‘will’’, ‘‘seek’’, ‘‘target’’, ‘‘risks’’, ‘‘goals’’, ‘‘should’’ and similar terms and phrases. A variety of factors, many of which are beyond Kardan Group’s control, affect our operations, performance, business strategy and results and could cause the actual results, performance or achievements of Kardan Group to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. For Kardan Group, particular uncertainties arise, amongst others but not limited to and not in any order of importance, (i) from dependence on external financing with the risk that insufficient access to capital threatens its capacity to grow, execute its business model, and generate future financial returns (ii) from concentration of its business in Central Eastern Europe and China as a result of which Kardan Group is strongly exposed to these particular markets (iii) from risks related to the financial markets as a result of Kardan N.V.’s listings on NYSE Euronext Amsterdam and the Tel Aviv Stock Exchange and (iv) from it being a decentralized organization with a large number of separate entities spread over different geographic areas in emerging markets, so that Kardan Group is exposed to the risk of fraudulent activities or illegal acts perpetrated by managers, employees, customers, suppliers or third parties which expose the organization to fines, sanctions and loss of customers, profits and reputation etc. and may adversely impact Kardan Group’s ability to achieve its objectives and (v) from any of the risk factors specified in Kardan N.V.’s Annual Report and in the related “Periodic Report” (published by Kardan N.V. in Israel) published in April, and which is also available at the Kardan website. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed, sought, estimated or projected. Kardan N.V. does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.
About Kardan
Kardan identifies and develops assets in promising emerging markets, mainly in Central and Eastern Europe and in China. Its activities are predominantly focused on three sectors that benefit from the rising middle class: Real Estate, Water Infrastructure and Retail Banking and Lending. Company headquarters are in the Netherlands. Kardan aims at holding controlling interests in its investments and, through the development of local business platforms, is actively involved in the definition and implementation of their strategy. Total assets as of June 30, 2013 amounted to EUR 1.1 billion; revenues totalled EUR 90 million in the first half of 2013. Kardan is listed on NYSE Euronext Amsterdam and the Tel Aviv Stock Exchange.
For further information please contact:
Caroline Vogelzang
Director Investor Relations
Mobile: +31 6 10 949 161
[email protected]
www.kardan.nl
This press release contains regulated information (gereglementeerde informatie) as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht)”
Legal grounds: Art 56 sec 1 point 1 of Act on public offering, conditions governing the introduction of financial instruments to organized trading and public companies dated July 29th 2005.