ALONY-HETZ PROPERTIES & INVESTMENTS LTD. Ramat Gan, October 29 2015
To: To:
The Securities Authority The Tel Aviv Securities Exchange Ltd.
Via MAGNA Via MAGNA
Immediate Report - Term Sheet Concerning an Investment in Boston, USA
We hereby notify you that on Wednesday, October 28, 2015 the company signed a non-binding term sheet with Oxford Properties Group (hereinafter referred to as 'Oxford') concerning the purchase of shares in two property companies (hereinafter referred to as 'the companies') that are currently wholly owned and controlled by Oxford.
The companies own two office buildings in Boston CBD (125 Summer Street and 745 Atlantic Street) with a total letting area of approximately 650,000 square feet (approximately 60,000 square meter) and average occupancy of approximately 84%, producing annual NOI of approximately USD 18 million.
The total value of the properties is approximately USD 393 million, in respect of which there are two loans totaling USD 220 million, so that the total equity of the two companies is together approximately USD 173 million.
According to the term sheet, the company will purchase 55% of the rights in each company in consideration for a total of approximately USD 95 million, which will be paid to Oxford on closing.
The term sheet provides that the parties intend to sign binding agreements and close the transaction by the end of 2015, subject to the completion of due diligence examinations and the fulfillment of certain conditions precedent, including obtaining approval by the company's board of directors. The set of binding documents will include mechanisms concerning the liquidity of the rights of the companies' shareholders and also provisions concerning the governance of the Companies, and it has further been
agreed that material decisions in each company will be made together and that Oxford will enter into an agreement for the management of the properties on market terms usual in similar transactions in Boston.
The company intends to finance its anticipated investment in the companies from its own resources.
According to its publications, Oxford is the real estate arm of the Ontario Municipal Employees Retirement System (OMERS) and it employs approximately 2,000 people. Oxford owns and manages more than 170 buildings having a letting area of 57 million ft.² (approximately 5 million m²), valued at more than CAD 37 billion in Canada, the USA and Europe.
Yours faithfully,
Alony-Hetz Properties & Investments Ltd By: Nathan Hetz, CEO
Moti Barzilay, Executive VP, Business Development
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