Transaction Reports
Migdal Insurance & Financial Holdings Ltd
Shlomo Eliahu acquires Migdal
Insurance and Financial Holdings Ltd from Assicurazioni Generali SpA
Assicurazioni Generali SpA (Generali) announced that it has reached a new agreement to sell its entire 69.13% stake in Migdal Insurance and Financial Holdings Ltd to Eliahu Insurance Company Ltd by the end of October 2012 at a transaction price of EUR 705 million with an implied premium of approximately 23% compared with the share price as of September 5, 2012 on the Tel Aviv stock exchange and a 17.1x multiple of 2011 Migdal’s consolidated net income.
The sale will have a positive impact of 2.2 percentage points on the Generali Group’s Solvency I ratio. The new deal provides for the payment to Generali of EUR 125.25 million as a break-up fee that will be withheld definitively if the transaction is not completed, for any reason not attributable to Generali, by the end of October 2012. The transaction is subject to the approval of the relevant Israeli authorities. The previous agreement announced on March 7, 2012 has not been finalized as Eliahu Insurance Company did not obtain all the required authorizations to which the agreement was subject.
The transaction increases the liquidity of the available capital, as the Generali Group withdraws from a market which, in the last few years, has no
longer been of core importance in its expansion strategy, which focuses on geographical markets with high growth potential and low insurance penetration, such as Eastern Europe, Asia and Brazil.
Listed on the Tel Aviv stock exchange since 1997, Migdal Insurance and Financial Holdings operates in the life, health, pension funds and non-life insurance segments with a distribution network of independent agents and brokers and proprietary distribution companies. The Migdal Group is also active in the financial services business through Migdal Capital Markets. In the first nine months of 2011, the Migdal Group reported gross premiums earned of approximately € 1.3 billion (€ 1.6 billion at 2010 year-end) with a net income of € 57 million (€ 158 million at 2010 year-end) and a shareholders’ equity of approximately € 888 million (€ 934 million at 2010 year-end).
The Israeli businessman Shlomo Eliahu is the founder, chairman and controlling shareholder of the Shlomo Eliahu Holdings Ltd (together with its subsidiaries, the “Eliahu Group”). The Eliahu Group is active in the financial services, insurance and real estate sectors. Shlomo Eliahu, through his Group, holds a stake of approximately 10% in Bank Leumi.
Shlomo Eliahu
acquires Migdal Insurance and Financial Holdings Ltd for €705 million from Assicurazioni Generali SpA
Legal advisor to Shlomo Eliahu:
Legal advisors to Assicurazioni Generali SpA:
Miran Block
Genel Energy plc to acquire additional interest in the Miran Block from Heritage Oil Plc
Genel Energy announced that it had entered into a sale and purchase agreement to acquire an additional 26 per cent interest in the Miran exploration block in the Kurdistan Region of Iraq (the "Miran Block") from Heritage Energy Middle East Limited ("HEME").
Genel Energy today announces that, following discussions with the Ministry for Natural Resources in the Kurdistan Region of Iraq, Closing took place under the sale and purchase agreement yesterday. Following such Closing and formal approval of the Acquisition by the Regional Council for the Oil and Gas Affairs of the Kurdistan Region - Iraq, Genel Energy will, combined with its existing holdings, have a 51 per cent working interest in the Miran Block.
Genel Energy and HEME have agreed to establish a new joint venture company for the purposes of managing the Miran Block, to be held between them pro rata to their working interests in the field. HEME will transfer the operatorship of the Miran Block to the new vehicle within 60 days.
Simultaneously, Heritage Oil Plc ("Heritage") 106
www.finance-monthly.com
drew down $294 million from its bilateral loan with Genel Energy, the terms of which were previously announced on 21 August 2012. The Loan is made on standard commercial terms and is secured against both Heritage's interest in the share capital of HEME and Heritage's working interest in the Miran Block.
Following completion of the Sale, Heritage, through its interest in HEME, will hold a 49% interest in the Miran PSC and Genel will hold the remaining 51%. Pursuant to the terms of the Sale Agreement, Genel and HEME will act as joint operators in relation to the Miran Block, operating pursuant to an amended Miran JOA to reflect the new joint operatorship structure. As was the case previously, a 75% majority approval of the operating committee will be required with respect to any material decisions affecting the Miran joint operations. Therefore, each of HEME and Genel will retain control over such decisions with both parties having an effective veto right. Genel will have the right to appoint the general manager of the Miran joint operations.
Genel Energy plc to
acquire additional interest in the Miran Block from Heritage Oil Plc
Financial advisors and joint bookrunners to Heritage Oil Plc:
Lead manager in respect of the proposed rights issue:
Legal advisor to Heritage Oil Plc:
Legal advisor to the management team:
These announcements appears as a matter of record only
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