DELEK GROUP LTD. Tel Aviv, September 29, 2015 . Delek Group (TASE: DLEKG, US ADR: DGRLY) ('the Company') is pleased to announced that further to what was stated in section 1.12.3 of the Company's 2014 Periodic Report (ref. no. 2015-01-067483) concerning the sale of the Company's holdings in Republic Companies, Inc. ('Republic'), the Company announces as follows:
On September 27, 2015 the Company entered into an agreement, through a subsidiary, Delek Finance US Inc. ('Delek Finance'), with AmTrust Financial Services, Inc., a publicly traded US insurance holding company whose shares are traded on NASDAQ under the symbol 'AFSI' ('AmTrust'), for the sale by Delek Finance of all of its shares in Republic (approximately 66% of the issued shares of Republic) to AmTrust for a consideration of approximately USD 140 million ('the Purchase Agreement' and 'Consideration').
Concurrently with the Purchase Agreement, AmTrust has or intends to enter into agreements with the other shareholders of Republic to acquire their shares of Republic such that after the Transactions are completed, AmTrust will hold 100% of the shares of Republic Companies, Inc. In accordance with the Transaction, the call option that Delek Finance gave the investors group as described in section 1.12.3 of the Company's 2014 Periodic Report, will be cancelled.
A portion of the consideration (25%) under the Purchase Agreement, approximately USD 35 million, will be paid in cash on the closing date. The balance, approximately USD 105 million, will be paid by AmTrust in the form of a note (the 'Seller Note') having a maturity period of 4 years, bearing annual interest of 5.75% that will be repaid in 4 equal annual installments.
The Seller Note will be senior unsecured obligation of AmTrust and will rank pari passu with AmTrust's other senior unsecured and unsubordinated debt. The Seller Note will also have a cross-acceleration provision to certain of AmTrust's other existing senior unsecured debt, whereby if there should be any acceleration of AmTrust's bank debt or senior notes, such event shall also be deemed grounds for immediate acceleration of the Seller Note.
The closing of the Transaction is conditioned upon the satisfaction of customary closing conditions, including receipt of regulatory approvals. As a result of the Transaction, it is expected that the Company will recognize a gain that is estimated, at this time, at approximately USD 10 million, which will be reflected in the statement of profit and loss.
The Company notes that there is no certainty that the Transaction will close. The Company will make an additional Immediate Report on closing of the Transaction.
This is a convenience translation of the original HEBREW immediate report issued to the Tel Aviv Stock Exchange by the Company on September 29, 2015.
The Delek Group, Israel's dominant integrated energy company, is the pioneering leader of the natural gas exploration and production activities that are transforming the Eastern Mediterranean's Levant Basin into one of the energy industry's most promising emerging regions. Having discovered Tamar and Leviathan, two of the world's largest natural gas finds since 2000, Delek and its partners are now developing a balanced, world-class portfolio of exploration, development and production assets with total gross natural gas resources discovered since 2009 of approximately 40 TCF.
In addition, Delek Group has a number of assets in downstream energy, water desalination, and in the finance sector.
For more information on Delek Group please visit www.delek-group.com
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