Delek Glbl Share Discussion Threads

[kenny] 16/10/2012 19:29

Grim, but I think there is money to come:

Delek Real Estate nearing the end
The company will sell its remaining assets, fire most of its 42 staff, and vacate its Ramat Gan offices.
Avi Shauly 16 Oct 12 18:34


Delek Real Estate Ltd., controlled by Yithzak Tshuva, has closed down and today delisted from the Tel Aviv Stock Exchange (TASE), seven years after its IPO. Sources inform ''Globes'' that the company will fire most of its 42 employees in the coming weeks. Eran Meital, the CEO for the past three years, will oversee the measures. The company will sell its remaining assets and vacate its offices in Ramat Gan.
Earlier this week, Delek Real Estate announced the seizure of its main assets, a portfolio of 127 car parks in the UK, and it now has only a few properties left in Western Europe, and two companies in Israel: Elad Residential Ltd., which owns projects in Tel Aviv's Bavli neighborhood and the Bezalal Market; and Carmel Beach Towers in Haifa, owned by a project company.

Delek Real Estate, which made aggressive purchases of properties, mostly in Western Europe, in 2003-07, reached a peak market cap of NIS 4.3 billion. But the economic crisis that began in late 2008 affect the valuations of its assets, and the company's high leverage taken to buy them brought it down, ultimately resulting in a debt settlement with the bondholders, which included a NIS 1.4 billion write-off, amounting to 65% of the adjusted debt.

Published by Globes [online], Israel business news - www.globes-online.com - on October 16, 2012

[grollfam] 14/10/2012 10:28

Thanks KENNY, another article along the same lines...............


Banks to foreclose Delek Real Estate's UK car parks
Yitzhak Tshuva, will lose a key asset: 127 parking garages in the UK leased to National Car Parks.
Avi Shauly 14 Oct 12 10:12


Delek Real Estate Ltd. (TASE: DLKR), controlled by Yitzhak Tshuva, will lose a key asset: 127 parking garages in the UK leased to National Car Parks Ltd. Delek Real Estate failed to reach agreement with the lender banks, which have decided to foreclose on the properties, held through Delek Global Real Estate Ltd., which are collateral for loans.
The foreclosure is a personal blow to Tshuva, as Delek Real Estate will be delisted from the TASE next week, under the company's debt settlement with its bondholders, and he will assume full ownership of it. In retrospect, the bondholders were saved by reaching the debt settlement when they did, and handed responsibility for payments to Tshuva's private companies.

Delek Real Estate said in response, "Throughout, the company has sought every possible means to find a solution for National Car Parks, held by subsidiary Delek Global Real Estate, on the basis of the property's value, debt ratio, and expected income over the coming years. The company is examining the latest developments with regard to the property, and it will decide on its steps shortly. The company reserves all its rights in this matter, including its claims against the lenders' conduct."

Delek Real Estate posted a net profit of NIS 109 million for the second quarter, mainly due to a NIS 243 million revaluation on National Car Parks, which was valued at £797 million (NIS 4.9 billion), following a debt settlement.

Published by Globes [online], Israel business news - www.globes-online.com - on October 14, 2012

[kenny] 14/10/2012 09:36

This would indeed be a blow but the silver lining is that most of the derivative liability also goes. I will try and work out what is left if the car parks go, but there is a minimum of 24.6p from pending sales plus whatever other properties are left.

[grollfam] 14/10/2012 06:38

BAD NEWS....IF NCP GOES, NOTHING OF SUBSTANCE IS LEFT IN DGRE

Delek RE set to lose its U.K. parking lots to lenders

The firm's efforts to strike a deal with its banks reached a dead end, apparently meaning its major British asset will be lost.

By Shelly Appelberg and Michael Rochvarger | Oct.14, 2012 | 4:52 AM



Debt-ridden Delek Real Estate is poised to lose a key asset, its Linchfield parking facilities in Britain, to its lenders. Linchfield has 127 parking sites across the U.K.

Yitzhak Tshuva's Delek Real Estate and its partners in Linchfield have been unable to reach an agreement with their lending consortium, which includes RBS, Lloyds Bank and private equity giant Blackstone. The consortium is owed about 567 million pounds, or around NIS 3.5 billion.

Delek Real Estate and its partners were asked to inject tens of millions of pounds to keep the assets, even though the book value was virtually nothing.

On Thursday, talks between CEO Eran Mital and Delek Real Estate's banks failed to produce an agreement.

The banks demanded an immediate injection of 40 million to 45 million pounds.

Because the amount owed is more than the value of the underlying assets, Delek Real Estate sought an agreement under which the banks would take 20 million pounds now and allow the company to negotiate a separate understanding with Blackstone. But the banks refused.

A foreclosure would come a few weeks after the lending consortium valued Linchfield's assets at just 497 million to 540 million pounds, below the 567 million pounds owed.

[grollfam] 27/9/2012 16:03

Court approves Delek Real Estate debt settlement
Tel Aviv District Court Judge Varda Alshech sharply criticized the conduct of Tshuva's attorneys during the hearings on the settlement.
Globes' correspondent 27 Sep 12 15:32


Tel Aviv District Court Judge Varda Alshech today approved the debt settlement of Delek Real Estate Ltd. (TASE: DLKR), controlled by Yitzhak Tshuva. She sharply criticized the conduct of Tshuva's attorneys during the hearings on the settlement.
"In the circumstances of the case, despite the many problems in the settlement, not to mention the bitter taste that it leaves, under current law, there is no choice but to approve it, because of the sweeping majority vote at meetings," said Alshech in her decision.

Alshech added, "The settlement is far from offering a just response to the severe distress and damage to many private bondholders, because the controlling shareholder, who ostensibly reiterated that he would stand behind his businesses, hid behind a legal screen of separate entities, not just personally, but also by the other, asset-rich, companies which he owns, and which were separated from this collapsing company beforehand."

"With all due respect, if we comment on the remarks of [Tshuva's attorney] Tzur, not only should I not accept his request to praise Mr. Tshuva for his conduct, but on the contrary, the very partial capital injection was not made by Mr. Tshuva, with all due respect, out of altruism, but to avoid an investigation and personal lawsuit against him and his family."

[kenny] 11/9/2012 08:06

Delek Real Estate bondholders approve debt settlement

Delek Real Estate bondholders finally approved a debt settlement with the company, with 90% of the vote favoring an arrangement despite reservations on the part of trustees and the Securities Authority. Just before the vote, the authority said the accord looked more like a plan to break up the company than to allow it to recover, and said there was insufficient disclosure in the settlement regarding controlling shareholder Yitzhak Tshuva's ability to help with the repayment. Nevertheless, bondholders holding NIS 600 million of Delek Real Estate's NIS 2.15 billion in debt cleared the agreement, under which Tshuva will turn over NIS 800 million to bondholders and shareholders and take Delek Real Estate private. As part of the settlement, the bondholders also agreed to make no further claims on the company. (Shelly Appelberg )

[kenny] 10/9/2012 17:22

Thanks Grollfam. Assuming that the NIS 100m which will be paid immediately to bondholders is all coming from DGRE, that would suggest a dividend of 14p per share. DGRE certainly has the cash to pay 14p (and a lot more) once the property sales are finalised. I am speculating about payment of a dividend and the amount because I do not know how much cash DRE has or how fast the property sales/NCP restructuring will complete.

One hopes DGRE pays out something substantial before the Xmas turkey buying season!

[grollfam] 10/9/2012 16:46

Delek Real Estate debt settlement approved
Bondholders will receive up to NIS 848 million - 35% of the NIS 2.1 billion owed.
Avi Shauly 10 Sep 12 18:20


Over a year since Delek Real Estate Ltd. (TASE: DLKR), controlled by Yitzhak Tshuva, first asked its bondholders for a debt settlement, a deal has been reached. Most of the company's unsecured creditors, led by financial institutions, voted in favor of the proposed settlement. After Tshuva increased his contribution to it at last minute, Harel Insurance Investments and Financial Services Ltd. (TASE: HARL) and Menorah Mivtachim Holdings Ltd. (TASE: MORA) both agreed to the deal.
Yesterday, Tshuva increased the compensation to the bondholders by NIS 18 million to solve the dispute between them. The settlement involves a 65% discount on the NIS 2.15 billion owed to the bondholders, who will receive NIS 757-848 million: NIS 100 million in cash, which will be paid immediately; NIS 657 million in the new Series 1 bond, which will be repaid over six years, and bear 6% annual interest; and NIS 91 million in the new Series 2 bond, which will repaid in seven years. The final payment will only be made if the shareholder of Delek Group Ltd. (TASE: DLEKG), which Tshuva also controls, reaches NIS 1,200. Its share price closed at NIS 582 today.

Tshuva is also offering to pay Delek Real Estate shareholders NIS 21.5 million, even though he has no obligation to do so.

Delek Real Estate, which mainly operates in income-producing real estate in Western Europe, slid into trouble in 2008 with the collapse of the value of its properties, and its secured creditors called in their loans. At the time, the financial institutions rejected various proposals for debt settlements - settlements that today they can only dream about. The company's condition steadily deteriorated, but Tshuva personally injected capital into the company whenever its cash reserves ran out, and it was necessary to meet a payment. That ended last summer, when it officially requested a debt settlement and put an end to the rumor mill.

The bondholders' representatives will meet tomorrow evening, and the results will be officially published.

Published by Globes [online], Israel business news - www.globes-online.com - on September 10, 2012

[grollfam] 09/9/2012 14:49

Kenny

Lets wait for the vote on Tuesday..I think they actually need 75% of bondholders voting & present at the meeting to ratify agreements reached with Tshuva...

As far as NCP is concerned, it depends on what happens once Tshuva takes DRE private...

He might want to develop certain of the car parks....

[kenny] 09/9/2012 14:32

Thanks grollfam. If all three series of bondholders are agreed then one would like to think it is a done deal. However, past experience would suggest we need to await a count of Tuesday's vote.

In relation to NCP and your earlier post - are you anticipating a sale of the car parks after the restructuring is concluded?

[grollfam] 09/9/2012 11:01

Settlement Closer. but not written in stone...ALL BONDHOLDERS have to agree

Tshuva adds NIS 18m to Delek Real Estate debt settlement

Yitzhak Tshuva is increasing his personal contribution to the company's debt settlement to solve bondholders' disputes over the distribution of proceeds.
Avi Shauly 9 Sep 12 12:12


Delek Real Estate Ltd. (TASE: DLKR) controlling shareholder Yitzhak Tshuva is increasing his personal contribution to the company's debt settlement by NIS 18 million, in order to solve disputes between its unsecured creditors over the distribution of compensation offered in the settlement. The bondholders are due to vote on the settlement on Tuesday.
Delek Real Estate's Series 5 bondholders claim that the money that Tshuva is offering should be distributed on the basis of each bond's debt, but the Series 25 bondholders argue priority should be given to the bonds with the shorter maturities.

Under the debt settlement, Delek Real Estate will issue two new bond series, one totaling NIS 657 million (up from NIS 650 million set earlier), and the second series totaling NIS 91 million (up from NIS 18 million set earlier).

Last week, the representatives of Delek Real Estate's three bond series reached an agreement on the new debt settlement proposal, which includes a 65% reduction on the company's NIS 2.15 billion debt. The outstanding debt on the Series 5 bond is NIS 1.4 billion, the debt on the Series 25 bond is NIS 612 million, and the debt on the Series 4 bond is NIS 157 million.

Published by Globes [online], Israel business news - www.globes-online.com - on September 9, 2012

[kenny] 07/9/2012 16:26

Tilt's - understood. I still have about 195k shares, after buybacks. DGRE is rather like a long running drama with constant twists and turns; with emphasis on drama!

I originally invested for a high and regular dividend and seem to have ended up with a totally different beast. There is still about 200p per share in the swap liability provided on the balance sheet but it might be my heirs who benefit from that!

[tiltonboy] 07/9/2012 16:13

Kenny,

Down to 42,500 shares now, so I would be happy just to get them out of the way...albeit for an acceptable price. I didn't take part in the last Tender, and would also eschew another low one.

[kenny] 07/9/2012 16:09

tiltonboy 5 Sep'12 - 13:00 - 900 of 912

I am happy to take 5/6p a year in dividends, while I wait for the "swaps" to unwind.

If I could see 75p, I would probably take it.
===============================================================================
tilt's - I reckon by the time the NCP deal is finalised and with the recent sales, the company could be sitting on half that amount in cash. So 75p is probably far too low albeit I would probably accept that sort of price for another small part of my holding; while waitng for a bigger pay day.

[grollfam] 07/9/2012 06:50

Friday, September 07, 2012


Haaretz.com


Delek Real Estate took the market by surprise by reaching a debt settlement early yesterday. Bondholders accepted a haircut of 65% of the NIS 2.15 billion in debt owed them while shareholders will be offered 11.3 agorot a share for their stock, about what it is worth now, before the company delisted. Delek Real Estate closed at 11.2 agorot yesterday.

[flying pig] 06/9/2012 22:34

Kenny

I may only have a "smallish" holding but I will certainly not accept a silly deal. I had long conversations and communications with the so called independent directors reminding them of their fiduciary duties in the last battle.

I suspect that there are a few more of us with like minds.

Don

[grollfam] 06/9/2012 19:38

He still has to get the go ahead from minority shareholders on the TSE...The amount he is laying out is approx 5 million dollars, which allows him to take DRE out of the public eye...

He still wants to raise substantial amounts of money for his gas business, therefore he will do anything to keep his public image as respectable with the Israeli institutions as possible...

Another reason why he might also want to take DRE private is that there are investigations by the Israeli authorities, into the overinflating of values of assets in DRE, which he would not wish to publicize.....

Just my thoughts anyway............

[kenny] 06/9/2012 19:17

Grollfam, you are of course correct, which is very reassuring. However, I still do not understand why Mr. T bought out the DRE shareholders?

[grollfam] 06/9/2012 17:56

Kenny
If he is a related party, he cannot vote his shares...He would need 75% of us minorities to get a scheme through, or if he makes an offer, he would need 90% acceptance of MINORITY shareholders to force out the remaing shareholders...
We need to get finality on NCP to gauge values....

[kenny] 06/9/2012 17:25

I fear that Mr. T. is going to try and buy us out with a low offer and this time he might have a greater chance of success.

There seems to be no other logical reason to lay out £3.3m to buy out DRE's ordinary shares (which must be valueless) other than if he can subsequently buy out DGRE on the cheap. One thing is certain, Mr. T is not the type of person to invest £3.3m into something that is valueless unless he thinks he will get a return on it. By subsequently buying out DGRE on the cheap it reduces the amount he needs to inject into DRE to pay the revised bondholder liabilities. Neat for him, costly for us, and he does not even need to share the financial benefits of that strategy with DRE ordinary shareholders!

My research suggests he has two routes:

A Section 125 Scheme of arrangement – as before, so we need more than 25% of minority holders to vote against. One hopes that Menora Mivtachim with its 5.18% holding will vote against and that holding by itself would be enough to block a Section 125 transaction.

A Takeover – this I think is by far the greater danger because the combined holdings Mr. T will have, once he buys 100% of DRE, will be about 87.8%. Under Jersey company law, once he has 90% under a takeover offer, he can require the remaining holders to sell at the same price. So he only needs about 2.2% of the current share capital – about 2.97m shares – to accept a low offer and he can compulsorily buy out the rest for the same price.

There is a defence provided by S.121 of Jersey Company law, which I have reproduced below, which involves an application to the Court in Jersey. Importantly, the more shareholders who use a S.121 application the more chance the Court will take the "grievance" seriously.

You may think I am getting ahead of myself but I think we need to organise – the vote on the bondholder deal is only about a week away. Once that and the takeover of DRE is finalised, we may be presented with a takeover offer with little time to put in an application to the Jersey Court. I hope I am proved wrong, but I think the cash building up in DGRE will be used to buy us out rather than distributed as a dividend or pro-rata buyback. Now that payment to the bondholders has been deferred for a minimum of two years, Mr. T can use that breathing space to reduce how much of his commitment to the bondholders comes from his own pocket. As well as currently having the cash available in DGRE, he may also take the view that while the NAV is depressed at 31p, he should strike. As long term shareholders we all know the history of dodgy dealing by management – court case on this still to come in Israel - that has continued to date e.g. the $1m commission paid to his son by DGRE to "find" buyers for the Canadian properties.

I would tend to recommend using clause 1(b) below to put in the price which we believe the buyer should pay. The application would have to be backed up with figures to demonstrate our case to the Court and that too would take time to assemble.

========================================================================
121 Applications to the court
(1) Where a notice is given under Article 117 to the holder of any shares the court may, on an application made by the shareholder within 6 weeks from the date on which the notice was given –
(a) order that the offeror shall not be entitled and bound to acquire the shares; or
(b) specify terms of acquisition different from those of the offer.
(2) If an application to the court under paragraph (1) is pending at the end of the period mentioned in Article 118(5) that paragraph shall not have effect until the application has been disposed of.
(3) Where the holder of any shares exercises the shareholder‟s rights under Article 119 the court may, on an application made by the shareholder or the offeror, order that the terms on which the offeror is entitled and bound to acquire the shares shall be such as the court thinks fit.
(4) No order for costs or expenses shall be made against a shareholder making an application under paragraph (1) or (3) unless the court considers –
(a) that the application was unnecessary, improper or vexatious; or
(b) that there has been unreasonable delay in making the application or unreasonable conduct on the shareholder‟s part in conducting the proceedings on the application.
(5) Where a takeover offer has not been accepted to the extent necessary for entitling the offeror to give notices under Article 117 (1) or (2) the court may, on the application of the offeror, make an order authorizing the offeror to give notices under that Article if satisfied –
(a) that the offeror has after reasonable enquiry been unable to trace one or more of the persons holding shares to which the offer relates;
(b) that the shares which the offeror has acquired or contracted to acquire by virtue of acceptances of the offer, together with the shares held by the person or persons mentioned in sub-paragraph (a), amount to not less than the minimum specified in that Article; and
(c) that the terms offered are fair and reasonable,
but the court shall not make an order under this paragraph unless it considers that it is just and equitable to do so having regard, in particular, to the number of shareholders who have been traced but who have not accepted the offer.
===============================================================================

Does anyone know the procedure to obtain a copy of the share register in order to write to other minorities, should it become necessary? Does anyone agree we should use that part of S.121 or would they prefer to retain their shares using an application under 1(a)?

I have a rather large holding in DGRE so I would understand if smaller holders are happy to take whatever price is offered, assuming a takeover is made, because the difference may be immaterial. Therefore, I guess I should also ask if anyone wishes to join in to use the Court procedure, should it become necessary? It appears to me that even a small shareholder has little to lose on a 1(b) application because even if the Court rejects a higher price, you would still receive the lower takeover offer price.

[grollfam] 06/9/2012 11:13

Haaretz.com 30 Aug...OLD, but interesting.........

Creditor asks court to ban Tshuva from leaving country

A creditor of Delek Real Estate has asked the Tel Aviv District Court to issue orders preventing controlling shareholder Yitzhak Tshuva and 13 other senior figures in the company from leaving the country. The application was submitted by attorney Zohar Greenberg on behalf of Zvi Weinman, who was awarded NIS 3 million from Tshuva's company in a lawsuit. The request has not been deliberated. It will only become relevant after attorney Hagai Olman steps in as liquidator of Delek Real Estate, which he is scheduled to do on Sunday. It will be up to Olman to decide whether to honor Weinman's request. The court could keep Tshuva and company officials from skipping out for up to 15 days. (Shelly Appelberg)

[kenny] 06/9/2012 09:14

Thanks grollfam.

I think this is great news for us and should open the floodgates on dividends and buybacks.

The only downside of de-listing DRE is that it gives Mr T a free hand to make low-ball offers for our shares e.g. without incurring adverse publicity. I will have to, once again, research Jersey company law to check our rights as shareholders. In particular the percentage he needs to reach; to comply us to sell our shares.