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Electra LTD

The Company hereby announces that on 6.10.2014, a contract was signed between Electra Investments (1998) Ltd., a Company subsidiary (Hereinafter Electra-Investments) and Zemach Hammerman Ltd. (Hereinafter Zemach) (Hereinafter jointly The Buyers) on the one hand, and the four companies holding the contractual rights to the property in Nahariya (Hereinafter The Sellers), on the other part (Hereinafter The Contract), for the acquisition of rights to the property (in equal shares) that is located in the northwestern area of Nahariya, close to Achziv Beach, designated for the construction of 745 residential units that is expected to be carried out in several stages (Hereinafter The Property (Hereinafter The Transaction). The validity of the Contract is subject to approval of the Company's Audit Committee and Board of Directors. The consideration for the acquisition of rights to the Property will be eligibility of the Sellers to receive from the Buyers up to 21% of the sales receipts as defined in the Contract as part of the residential project that the Buyers undertook to build. Further resolved was that if the profit rate of the project in its entirety exceeds 15% of the redemption (as defined in the Contract), the surplus profit (over the 15%) will be distributed among the Sellers and the Buyers 1/3 and 2/3 respectively. The Sellers undertook to bear various costs as specified in the Contract. The Property constitutes part of the approved urban building plan that includes building rights for 769 residential units in residential construction, 70 single family homes, 750 units for hotels and recreation as well as public and sports buildings, commercial front and an industrial and workshop zone. The Transaction is contingent on approval of the building plan and on obtaining a final building permit for Stage A of the project (as defined in the Contract). Obtaining the permit depends, inter alia, on completion of the legal and planning process for which the decision is issued by the district court (against which an appeal was field with the Supreme Court), with the Sellers working to complete the planning process within the frame established by the district court ruling. Mr. Eyal Gabbai, who holds 33% of the property acquired through a company he owns, which is one of the Sellers, also holds 49% of Electra Infrastructures Hofrey Hasharon Ltd., where he serves as CEO. Electra Infrastructures Hofrey Hasharon Ltd. is a subsidiary of the Company and a sister company of Electra Investments. The Buyers undertook to act so that the Sellers will receive a loan in the amount of up to NIS 30 million from a financial corporation for the purposes of settling the Sellers' debt to the current owner of the property in accordance with the Purchase Agreement signed between them and the property owner and register the Sellers as owners of the property, as well as a loan to pay the Betterment Tax in the amount of up to NIS 15 million. The Contract set forth the provisions with regards to the securities for the loans and their financial stipulations. The Contract also set forth the arrangements in the event that the loan is not received from a financial corporation, including advance payments from the Buyers, and subject to obtaining the relevant securities. It is agreed that the loan to finance the Betterment Tax will be the first loan to be obtained from the financial corporation, but if the financial corporation fails to provide this loan to the Sellers, and if the Buyers choose to not finance said loan from its equity, the Sellers will be entitled to cancel the transaction.