KARDAN SELLS 27.75% STAKE IN CEE REAL ESTATE COMPANY GTC SA

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Overig advies 17/11/2013 09:40
Amsterdam, November 17, 2013 – Kardan N.V. (“Kardan”/ “the Company”), active in Real Estate, Water Infrastructure and Financial Services in emerging marketsannounces that, following the announcement on October 2, 2013, its wholly-owned subsidiary GTC Real Estate Holding B.V. (“GTC RE”)has signed an agreement to sell 27.75% of the ordinary share capital of the Central and Eastern European real estate company Globe Trade Centre S.A. (“GTC SA”)(“the Transaction”) toa wholly owned subsidiary of Lone Star Funds (collectively “Lone Star”) for a consideration of EUR 160 million (“Consideration”).

The closing of the Transaction is expected to take place in the coming week. The total Consideration, which reflects a value of 1.4% above the average share price of GTC SA over the last three months, is to be paid in cash. Until December 13, 2013, Lone Star may opt – under certain conditions – to replace EUR 10 million of the total Consideration (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 (the "Debentures") with a total par value of EUR14 million, which will then be transferred to Kardan. As of today, Lone Star does not hold any Debentures. If Lone Star opts to replace the above mentioned amount with Debentures, it will not start purchasing Debentures until after Kardan has published its Q3 2013 financial statements.

In addition, the share purchase agreement contains a “claw back clause” which is conditional upon GTC SA achieving two specific business targets, one by March 31, 2015 and one by December 31, 2015. If a target is not met in time Lone Star has the right to receive an amount of EUR 3.15 million per target. As the GTC SA shares are pledged to a lending bank in order to secure a loan of approximately Euro 100 million, the Consideration will predominantly be used to repay this loan (in whole or in part).

The decision of the Company to sell assets is mainly due to the liquidity needs of Kardan in relation to the upcoming repayments of principal and interest of Kardan’s debentures in February 2014 and 2015. The Transaction with Lone Star (Lone Star Real Estate Fund III) is the result of a controlled process aimed at value maximization in the interest of Kardan and its stakeholders and has been led and managed by Citigroup Global Markets Limited.

The book value of Kardan’s investment in GTC SA as at June 30, 2013, amounted to EUR 194 million. The accounting implications with respect to the 2013 third and fourth quarter results of Kardan N.V. are still being investigated. If the Consideration of the Transaction includes a debentures component, this component shall be recorded at its liability value.

“We finalized a long and complicated competitive process in a challenging market. Selling the stake in GTC SA is a major step for Kardan in addressing our liquidity situation successfully. Kardan founded GTC SA in the early 1990’s, after which it has grown to become a leading real estate company in Central Eastern Europe. In 2004, GTC SA was listed on the Warsaw Stock Exchange. As of Q1 of this year, the financial statements of GTC SA are also no longer consolidated in our financial statements. Taking the decision to sell our stake in GTC SA is a natural step in the strategy of Kardan, which is to initiate, develop and manage assets and then to exit. Kardan will continue to focus on real estate and water infrastructure activities in promising emerging markets with a markedly higher growth expectation than that of the developed markets” says Shouky Oren, CEO of Kardan N.V.

Since the establishment of its first fund in 1995, Lone Star has organized twelve private equity funds with aggregate capital commitments totalling over USD 45 billion.Lone Star RE III Fund was formed in October 2013 and has USD 7.0 billion in combined capital commitments. The Lone Star Funds are one of the world’s leading buyers of commercial real estate and debt portfolios. Since its initiation, the Lone Star Funds have closed more than 1100 transactions at an aggregate purchase price of more than USD 94 billion.








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