UPDATE DISCUSSIONS WITH DEBENTURE HOLDERS
Amsterdam, January 10, 2018 – Kardan N.V. (‘Kardan’ or ‘the Company’), active in Real Estate and Water Infrastructure in emerging markets announces that it has received several letters from the representatives of the trustees of Debenture Holders Series A and B, mainly in relation to the Company’s businesses and the transaction to sell TGI.

In these letters, the Trustee of Debenture Holders Series B (‘the B Trustee’) generally repeats what was stated in the previous letter from November 2017 regarding its view on a material adverse change in the Company’s business and its concern that the Company will not be able to repay its debt and/ or when due. Furthermore, the B Trustee states that in the case payments are made to series A debenture holders, the mechanism for ‘Balance Payments’ as set out in section 43 of the Deeds of Trust, should be applied. The B Trustee further informed the Company that a meeting is convened during which the Debenture Holders B will be requested to vote to authorize the B Trustee to bring the series B Debenture Holders for immediate repayment.

In its response to these statements of the B Trustee, the Company explained it is in advanced talks to sell its holdings in Tahal Group International BV. ("TGI"), enabling the Company, if such a transaction matures, to repay the Debenture Holders Series A and B the payments set for February 2018. The Company also stated that it has always fulfilled its obligations and complied with all covenants to date. This means that, in the view of the Company, the Debenture Holders have no cause or right to claim the immediate repayment of the debentures.

The letters from the Trustee of Debenture Holders Series A mainly address their position that there is no basis to claim for ‘Balance Payments’ and that the Company should be allowed to finalize the sale of TGI.

As has been announced earlier, the Company is conducting processes to sell its holdings in TGI in order to be able to complete February 2018 debenture repayment. It is noted, that an agreement for the sale of TGI has not been signed yet and no date for signing such agreement has been set; therefore, there is no certainty that such agreement will be signed or completed.

A letter dated 8 January 2018 of the Trustee of the Debenture Holders Series B is published on the Company’s website. Other letters issued by the Trustees in Hebrew are in the process of translation, and will be published on the Company’s website as soon as the English version is available.


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