28 October 2014 Queenco Leisure International Ltd. Commencement of a Tender Offer by Shareholder Queenco Leisure International Ltd., the emerging markets entertainment center and casino developer and operator (the "Company" or "QLI"), announced today that it has been informed by (Y.Z) Queenco Ltd. ("YZ" or the "Offeror"), which holds, together with a wholly owned subsidiary thereof, Shahar Hamillennium (1991) Ltd., an aggregate of approximately 36.7 per cent of the Company's issued and outstanding share capital, that on 28 October 2014 YZ commenced a full tender offer for all issued and outstanding share capital (including GDRs) of the Company (other than the share capital held by YZ or by its foregoing wholly owned subsidiary) (the "Offer"). As consideration for the sale of the QLI share capital to YZ, QLI's shareholders will receive newly issued ordinary shares of YZ (as further described below), which will be listed for trading on the Tel-Aviv Stock Exchange (TASE). Each QLI share will be exchanged for 0.272 share of YZ. It is intended that application will be made for the GDRs to be delisted from the London Stock Exchange subject to consummation of the Offer and, subject to completion of the Offer, QLI will become a privately held subsidiary of YZ and its wholly owned subsidiary Shahar Hamillennium (1991) Ltd. The QLI shares will be exchanged for YZ shares based on a conversion ratio of 1.095 of the equity rights and 1.124 of the voting rights in YZ, such that a QLI shareholder that held, immediately prior to consummation of the tender offer, 1% of the issued and outstanding share capital of QLI, shall be issued YZ shares representing 1.095% of the equity rights and 1.124% of the voting rights in YZ immediately following consummation of the tender offer and issuance of the YZ shares as described above. Consummation of the tender offer is subject to various conditions, including the following: 1. Compliance with Israeli law with respect to the minimum number of Company securities that must be tendered; 2. Approval of the tender offer by the shareholders of YZ, including a special majority approval of the non-interested shareholders, at an extraordinary general meeting of the YZ shareholders, scheduled for 27 November 2014; 3. Obtaining the approval of the Israeli Tax Authority for, among other things, deferring any tax consequences of the share exchange pursuant to the tender offer to the time of the sale of the YZ shares issued to the Company security holders in the tender offer. The tender offer is expected to remain open for acceptances by GDR holders through 21 November 2014 and for registered holders of shares through 26 November 2014. For further information about the Company please visit www.queenco.comor contact: Queenco Leisure International Ltd. Yariv Lerner, Chief Executive Officer T: +972 3 7566 555 רח' מנחם בגין 11 קומה 30 רמת גן, ישראל FLOOR RAMAT-GAN, ISRAEL 11 MENAHEM BEGIN ST. 30
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