Elbit Imaging Announces Clarifications Regarding Proposed Debt Restructuring

TEL AVIV, ISRAEL, MARCH 17, 2013 — /PRNewswire/ — Elbit Imaging Ltd. (the « Company ») (TASE, NASDAQ: EMITF) announced today, following requests for certain clarifications from bondholders and their representatives in connection with the proposed restructuring of the debt of the Company (the « Restructuring ») described in the press release issued by the Company on February 27, 2013 (the « Prior Press Release »), the following clarifications —

No Voting Agreements

York Capital Management Global Advisors, LLC (« York« ) and Davidson Kempner Capital Management LLC (« DK« , and collectively with York, the « Funds« ) have informed the Company that there are no voting agreements between them, nor are there any voting agreements between either of them, on the one hand, and Mordechay Zisser, the Chief Executive Officer and a director of the Company and the Company’s controlling shareholder and/or any entity in his control, on the other hand, nor do they have any current intentions to enter into such voting agreements.

No Current Intentions to Raise Capital or Issue Additional Securities

The Company does not have any current intentions to raise capital and/or to issue any additional securities of the Company (via a private placement, public offering or otherwise) following the completion of the Restructuring and the issuance of the New Notes and the Ordinary Shares (as set forth and described in the Prior Press Release) or in the near future thereafter nor do its current plans require such capital raising or issuance of new securities.

No Additional Transactions

There are no transactions currently contemplated between the Company and the Funds except as set forth in the Prior Press Release, and the Company does not have any current intentions to enter into any other such transaction. Any future transactions between the Company and the Funds will be subject to the receipt of all approvals required under applicable law and will be conducted on an arm’s-length basis. 

Board of Directors

Following the closing of the Restructuring and subject to any provisions of any applicable law or regulation or rule of an applicable stock exchange, a shareholder that beneficially holds Ordinary Shares representing 12% or more of the outstanding Ordinary Shares of the Company will have the right to appoint one member of the Board of Directors, in addition to such shareholder having the right to vote its shares in a general meeting of the shareholders of the Company for the election of directors.  A shareholder exercising this right will be able to appoint only one additional member of the Board of Directors regardless of the number of Ordinary Shares in excess of 12% beneficially held by such shareholder together with its affiliates.

New Notes

Following their issuance, the New Notes that will be issued as part of the Restructuring as (as set forth and described in the Prior Press Release) will be listed for trading on the Tel Aviv Stock Exchange free of any restrictions or limitations on trading but will not be listed for trading on the NASDAQ Global Select Market.


About Elbit Imaging Ltd.

Elbit Imaging Ltd. operates in the following principal fields of business: (i) Commercial and Entertainment Centers – Initiation, construction and sale of shopping and entertainment centers and other mixed-use real property projects, predominantly in the retail sector, located in Central and Eastern Europe and in India, primarily through its subsidiary Plaza Centers N.V. In certain circumstances and depending on market conditions, we operate and manage commercial and entertainment centers prior to their sale; (ii) U.S. Real Property – Investment in commercial real property in the United States; (iii) Hotels – Hotel operation and management; (iv) Medical Industries – (a) research and development, production and marketing of magnetic resonance imaging guided focused ultrasound treatment equipment and (b) development of stem cell population expansion technologies and stem cell therapy products for transplantation and regenerative medicine; (v) Residential Projects – Initiation, construction and sale of residential projects and other mixed-use real property projects, predominately residential, located primarily in India; (vi) Fashion Apparel – Distribution and marketing of fashion apparel and accessories in Israel; and (vii) Other Activity – venture capital investments.


Elbit Imaging’s Company Profile

Established in 1996, Elbit Imaging Ltd., (TASE: EMIT, NASDAQ: EMITF) (formerly Elbit Medical Imaging Ltd.), is one of Israel’s principal holding companies with activities in, Commercial and Entertainment centers, Hotels, Residential Real Estate, Bio and Medical devices, Retail and others. 

Elbit has considerable experience in successfully identifying, initiating, developing and exiting of large scale Real Estate projects predominantly in the retail sector, located in Central and Eastern Europe and India.
We were the first major international group to establish western style commercial center operation in Eastern Europe and to recognize both the potential of the market and the necessary timing of activities. Elbit has built up sizable experience, knowledge, expertise, contacts, and partnerships, to solidify its market leading position in this region. 
ELBIT has a 16-year track record of successfully developing and holding of hotels in Western & Eastern Europe managing under the Park Plaza, Carlson, Radisson and Park Inn brands. We hold between 50-100% of each hotel via controlling stakes and play an active role in the operation and management of the portfolio. 


In keeping with ELBIT’s vision to improve people’s lives, we are also active in the medical treatment market. Through InSightec Ltd., ELBIT is developing equipment in the image guided ultrasound treatment field. Through Gamida Cell ltd. ELBIT is helping to develop stem cell therapeutics based on our proprietary technologies for stem cell expansion as well as future regenerative cell-based medicines including heart tissue repair.
We will continue to actively identify and pursue long term expansion opportunities around the world to help assure maximum return on capital in the future and contribute substantial « added value » to existing activities for our continued success today.
Elbit’s controlling shareholder and its president is Mr. Mordechay (Motti) Zisser, (through Europe Israel (M.M.S.) Ltd., a private company) has been active in the hotels and real estate business for over 30 years.
You can read more about Elbit Imaging on their website here.


Reporting by Elbit Imaging Ltd.; Published by the Herald Online.
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