Published On: Tue, Apr 1st, 2014

Ben-Moshe – Elsztain dispute threatens IDB settlement

Moti Ben-Moshe and Eduardo Elsztain

The two disagree over Elsztain’s personal responsibility for future rights issues and offers to purchase.Is the partnership between IDB Holding Corp. Ltd. (TASE:IDBH) controlling shareholders Moti Ben-Moshe and Eduardo Elsztain about to break up? The serious dispute between them, about which much has been written, is breaking out publicly and threatening the completion of IDB’s debt settlement.

Correspondence that IDB released today to the Tel Aviv Stock Exchange (TASE) indicates that Ben-Moshe and Elsztain disagree over Elsztain’s personal responsibility for future rights issues and offers to purchase.

Under IDB Holding’s debt settlement, Ben-Moshe and Elsztain agreed to publish an offer to purchase as part of the IPO by subsidiary IDB Development Corporation. IDB Development’s financial report, published last night, states that, on March 25, trustees Eyal Gabay and Hagai Ullman wrote to Elsztain, following his announcement that he intends to establish a special purpose vehicle (SPV), which he will own directly, or indirectly through Dolphin Fund Ltd., for the purpose of participating in this offering.

“In the letters, the trustees emphasized that establishment of the SPV does not derogate from Elsztain’s commitment pursuant to the provisions of the settlement, ” says IDB Development in its financial statement.

However, correspondence published by IDB Holding states that developments in recent months lead to a different conclusion from the one reached by the trustees. On Monday evening, IDB received a letter from the attorneys for Ben-Moshe’s Extra Holding GmbH, which states that that establishment of an SPV by Elsztain or Dolphin requires the consent of all the parties involved, and that it opposes such an act.

In response, Elsztain’s attorney says, “Extra to ‘consider’ or ‘approve’ the establishment of an SPV, ” and, “Extra is in no position demand assurances from Dolphin or Mr. Elsztain, demands that contradict the agreement between the parties.”

Market sources believe that Ben-Moshe’s demand suggests that the Israel Securities Authority may demand from Elsztain a personal declaration of capital as a condition for listing IDB Development for trading, pursuant to the debt settlement. However, there is little chance that Elsztain will agree to this, which means that the partners in IDB are personally wrecking the completion of the debt settlement.

The problems do not end there. Capital market sources also said that Ben-Moshe is in trouble with the Securities Authority, which has demanded that he give them the International Financial Reporting Standards (IFRS) reports for his two companies, which are responsible for future capital injections. Ben-Moshe has apparently not yet responded the Security Authority’s demand.

Published by Globes [online], Israel business news – www.globes-online.com

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