Amsterdam, January 15, 2019 - Kardan N.V. (‘Kardan’ or ‘the Company’), active in Real Estate and Infrastructure in emerging markets hereby announces that it has signed an agreement to sell its (indirect) entire holdings (66%) in the joint venture AVIS Ukraine to its partner UTS.

On January 14, 2019 Kardan Financial Services B.V. (‘KFS’), a 100% subsidiary of Kardan, signed an agreement to sell its 66% stake in TBIF Dan Leasing Limited (‘TDLL’) and its shareholder’s loans to its partner in TDLL, Universal Transportation Solutions Ltd. (‘UTS’). TDLL is the sole shareholder of ’company with Foreign Investment VIP Rent’ which operates the AVIS franchise in the Ukraine (‘AVIS Ukraine’). The consideration for KFS’ 66% stake in TDLL will amount to 52.8% of the equity value of AVIS Ukraine on the basis of its (yet to be) audited financial statements as of December 31, 2018, representing 80% of the equity value of KFS’ indirect stake in AVIS Ukraine.
The Company estimates, based on AVIS Ukraine’s reviewed financial statements as of September 30, 2018, that the consideration will amount to USD 14.2 million.
Loans that were granted by KFS to AVIS Ukraine directly, amounting to USD 2.7 million, will remain in place, and will be repaid in quarterly instalments until December 2020. AVIS Ukraine will provide security for these loans in favour of KFS.

The completion of the transaction is subject to the fulfilment of certain conditions precedent by March 31, 2019. The main conditions include: approval of AVIS Budget EMEA Ltd., obtaining all required legal and regulatory approvals, including the approval of the debenture holders of the Company (if required), and obtaining the audited financial statements of AVIS Ukraine as of December 31, 2018.
In addition, it has been agreed that KFS and its office holders will receive, as of January 1, 2019, a discharge with respect to TDLL and AVIS Ukraine, except for matters relating to the sale transaction.

The transaction, the consideration and the conditions precedent are not wholly within the control of the Company and there is no certainty that they will be fulfilled. Accordingly, there is no certainty regarding completion of the transaction and the related final consideration.

It is noted, that according to the intentions of the Company, the net consideration to be received from the sale of TDLL, together with funds available within the Company, and the additional amounts it expects to receive by March 31, 2019, amounting to a total of EUR 38 million, will be used to repay the Company’s debenture holders, upon the completion of the debt settlement. As previously announced by the Company, Kardan is conducting negotiations with the trustee to debenture holders (series B) regarding changes to the terms of the debentures (series A and B).