Shikun & Binui Ltd.: Consent Between Shareholders' Agreement in ADO

AIRPORT CITY, Israel, Sept. 27, 2018 /PRNewswire/ -- Shikun & Binui Ltd. (TASE: SKBN.TA), a global construction and infrastructure company headquartered in Israel, yesterday announced that on September 20, 2018, it reached an ad-hoc consent with DUNE INTERNATIONAL S.A.R.L ("Dune") regarding the manner of voting on the subject of appointing directors at the upcoming general meeting of ADO Group ("ADO"), as follows:

A) The Company and Dune will use the voting power of their shares in ADO in such manner that the ADO Board of Directors shall appoint 6 directors, of whom 2 are external directors;

B) Both the Company and Dune shall not object to the appointment of two candidates for the office of directors proposed by the other party.

These consents are limited only to the vote on the appointment of directors at the upcoming meeting of shareholders in ADO and shall not bind the parties on any other matter or at any meeting or vote.

The Company also wishes to update that on September 21, 2018, itself, Dune and corporations from the Apollo group reached a consent on a reciprocal right of first refusal mechanism when ADO shares are transferred by them, except in the case of transfer to a permitted transferee, which will remain valid for 20 months.

Further to the Immediate report published by the Company on July 31, 2018 (reference number: 2018-01-071733) regarding the Company's position according to which the shareholders' agreement ("the Shareholders Agreement") between the Company and DUNE INTERNATIONAL SARL ("Dune") and corporations controlled by the APOLLO GLOBAL MANAGEMENT LLC, fund, as subsequently amended ("Apollo") in connection with their holdings in ADO Group Ltd. (the "ADO Shareholders Agreement") is void due to the non-fulfillment of the preconditions for its entry into effect and subsequent to the immediate report which was published by the Company on August 27, 2018 (reference number: 2018-01-081489) regarding the notice by Apollo and Dune to the Company that they disagree with this position of the Company, the Company wishes to update that on September 26, 2018, "Apollo" and "Dune", each separately, notified that the shareholders agreement was null and void.

About the Shikun & Binui Group

The Shikun & Binui Group is a global construction and infrastructure company that operates in Israel and internationally in seven segments: 1) infrastructure and construction contracting outside of Israel; 2) infrastructure and construction contracting within Israel; 3) real estate development within Israel; 4) real estate development outside of Israel; 5) renewable energy; and 6) concessions. The Group's activities focus on large, highly complex projects carried out for entities in private and public sectors with a focus on sustainability.

This summary announcement was prepared solely for the convenience of the reader and does not replace Shikun & Binui Ltd.'s (hereafter – "the Company") full report.  The information contained in this announcement is, by its nature, incomplete. All of its contents are provided as a supplement to the Company's report, and are subject to the declarations therein stated.  This announcement includes forecasts, assessments, estimates and other information relating to the Company or its subsidiaries, or to other parties or to future events and matters, the extent of whose realization is not certain and is not under the sole control of the Company (forward-looking information, as defined in the Securities Law-1968).  The key facts and data serving as the basis for this information are facts and data, among others, related to the current status of the Company and its businesses, facts and data relating to the current status of the operating segments in which the Company engages in its areas of operation, and other macroeconomic facts and data known to the Company on the preparation date of this presentation.

It is understood that forward-looking information does not constitute a fact and is based solely on subjective assessments.  Forward-looking information is uncertain and for the most part, is not under the Company's control.  The realization or non-realization of the forward-looking information will be influenced, among others, by the risk factors that characterize the Company's operations, as well as developments in the general environment and external factors that impact the Company's operations.  The Company's future results and achievements could differ significantly from those presented in this presentation.  The Company is not obligated to update or modify the said forecast or assessment, and is not obligated to update this announcement.  This announcement does not constitute an offer to purchase the Company's securities or an invitation to receive such offers.  An investment in securities in general, and in the Company in particular, carries risk.  One must take into account that past data do not necessarily indicate future performance.