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Elbit announces rights offering related to Plaza centers

June 24, 2014 (Israel)

Elbit Imaging Ltd. announced, following its announcement dated March 27, 2014, that as part of the debt restructuring process of Plaza Centers N.V. ("Plaza"), a public company listed on the London Stock Exchange and the Warsaw Stock Exchange in which the Company holds directly and indirectly approximately 62.5% of the outstanding shares, Plaza is currently proposing to raise capital by means of a rights offering of shares to its existing shareholders for an aggregate amount of EUR 20 million (the "Rights Offering"), the Company's subsidiary, Elbit Ultrasound (Luxembourg) BV/ S. a' r. l ("EUL") intends to enter into a Deed of Undertaking (the "Undertaking"), which will be guaranteed by the Company under which EUL shall undertake to exercise EUL's rights to take up EUL's full pro-rata portion under such Rights Offering and to procure that it will subscribe for the unexercised portion of the Rights Offering (the "Additional Purchase Amount"), at a price per-share of EUR 0.105, all subject to the provisions of the Back Stop Agreement (as defined below).
 
The Company further announced that concurrently with the Undertaking, EUL intends to enter into a Back Stop Agreement (the "Back Stop Agreement") with various affiliates of Davidson Kempner Capital Management LP ("DK"), pursuant to which DK will undertake to purchase under the Rights Offering, in lieu of EUL, a portion to be determined by EUL, provided that such portion shall not be less than the higher of EUR 3 million or the Additional Purchase Amount (the "Back Stop Undertaking").
 
And further provided that such Back Stop Undertaking shall not exceed EUR 10 million or result in DK and its affiliates directly or indirectly holding shares representing 30 per cent or more of the total voting rights in Plaza, all subject to the terms and conditions therein. Consequently, in the event the Additional Purchase Amount will fall below EUR 3 million, Plaza will be obligated to increase the amount of the Rights Offering such that total price of shares acquired by DK shall not be less than EUR 3 million.
 
Consequently, the Company intends to vote at Plaza's upcoming annual general meeting in favor of offering-related matters, including the proposal to authorize Plaza's board of directors, generally and unconditionally, as the competent body to approve the issuance of ordinary shares (including rights to acquire ordinary shares) of Plaza and to restrict or exclude pre-emptive rights upon issuing ordinary shares of Plaza.  
 
Corporate Approvals 
To the Company's best knowledge, certain affiliates of DK hold approximately 5.5% of the outstanding shares of Plaza and approximately 14.3% of the outstanding shares the Company. To the Company's best knowledge, affiliates of York Capital Management Advisors, LLC ("York") hold approximately 19.7% of the outstanding shares of the Company and are major bondholders of Plaza. 
 

Elbit Imaging Ltd.
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