TEL AVIV, Israel
February 18, 2013
Elbit Imaging Ltd. (
) (TASE, NASDAQ: EMITF)
announced today, that it is in negotiations with two of its major note-holders (the "
") and Europe Israel (MMS) Ltd ("
"), the Company's majority shareholder, with respect to a possible restructuring of the debt of the Company in order to strengthen the Company's financial condition. The terms of a possible restructuring have not yet been agreed to among all the relevant parties, but the currently agreed upon framework of the restructuring includes the following principles: (i) the unsecured debt of the Company would be converted into ordinary shares, in its entirety, (ii) the secured debt of the Company would not be impaired and would continue to be paid in accordance with its terms, (iii) the restructuring may include a cash buy-out of a portion of the notes by the Major Noteholders for the benefit of note holders who may prefer not to convert their notes into shares, (iv) Mr. Zisser would continue to devote substantially all of his business time and effort to the business of the Company and serve as the Company's Chief Executive Officer, on terms to be agreed upon, including the issuance to Europe Israel of warrants to purchase ordinary shares of the Company, at an exercise price which will be determined in correlation with the recovery value of the unsecured debt holders of the Company.
Any restructuring would require the execution of definitive agreements, and be subject to several conditions precedent including the approval of the
District Court pursuant to Sections 350-351 of the Israeli Companies Law, the approval by the requisite majority of the creditors of the Company, any required approvals by the shareholders of the Company, approvals and consents of various third parties, and any other approvals required by law.
To the extent that an agreement in principle is reached, it will be announced by the Company. The Company does not intend to respond to press reports that may be published from time to time about the ongoing discussions about a possible restructuring of the Company.