Hagag Group Real Estate Entrepreneurship Ltd (TASE:HGG) agreed to acquire 10.45% stake in Rani Zim Shopping Centers Ltd (TASE:RANI) for ILS 39.05 million on December 1, 2024. In this transaction, Hagag Group Real Estate Entrepreneurship will acquire 13.086012 million shares at approximately ILS 39.052 million. Completion of the transaction is subject to conditions precedent, including obtaining approval from the Competition Authority; third-party approvals (including approvals from the Sellers' and Zim Shopping Centers' financiers and approval from the bondholders of Zim Shopping Centers Series B and Series C bonds to amend the trust deeds concerning the change of control clause in Zim Shopping Centers); absence of legal impediment; no material adverse change (as defined in the agreement) in Zim Shopping Centers' business; approval from the Audit Committee and Board of Directors of Zim Shopping Centers (approvals already obtained) and approval from the general meeting of Zim Shopping Centers for the Allocation to the Company, as well as obtaining stock exchange approval for listing the Allocated Shares for trading ("the Conditions Precedent related to the Allocation"); and approval from Zim Shopping Centers' organs for the commitments to delineate activities detailed in this report below.
The Company has the right to waive the fulfillment of any condition not yet met, except for the approval from the Competition Authority and legal impediment to executing the transaction. The deadline for fulfilling the conditions precedent is set for January 30, 2025, unless otherwise agreed between the parties ("the Final Completion Date"). However, if the conditions precedent for the transaction are met by the Final Completion Date, except for obtaining approval from the Competition Authority and the stock exchange's approval for listing the allocated shares for trading, the Final Completion Date will be extended to February 28, 2025, unless an additional extension is agreed upon by the parties.
As of December 3, 2024, Hagag Group Real Estate Entrepreneurship has acquired, through several off-exchange transactions from third parties, shares of Zim Shopping Centers, constituting approximately 6.35% of the issued share capital of Zim Shopping Centers and its voting rights (not fully diluted), at an average price of ILS 3.679 per share, for a total consideration of approximately ILS 33.954 million.
