05 November 2014 Settlement Agreement regarding Casino Austria's Option Queenco Leisure International Ltd. (the "Company"), the emerging markets entertainment center and casino developer and operator, announces, following its previous report of 7 October 2014 regarding negotiation carried out concerning a put option of Casinos Austria International Holdings GmbH (" Casinos Austria"), that on 4 November 2014 Vasanta Holdings Ltd. ("Vasanta"), Agastia Holdings Ltd. ("Agastia"), Casinos Austria, Casinos Austria (Greece) GmbH ("Casinos Austria Greece") and Powerbrook Spain S.L ("PBS") entered into a settlement agreement, which settles the parties' disputes regarding PBS's right to receive EUR 49.5 million as resulted from the exercise of a put option granted by Casinos Austria International to Vasanta in 2008 ("Put Option" and " Settlement Agreement", respectively). The Settlement Agreement provides that Casino Austria shall pay PBS an amount of EUR 30.6 million ("Agreed Consideration") against the issuance of 11.75% of the issued and paid share capital of PBS ("Equity Interests") to Casino Austria. Upon the execution of the Settlement Agreement, Casino Austria paid to PBS an amount of EUR 10.6 million out of the Agreed Consideration. Under the Settlement Agreement, Casino Austria has undertaken to pay to PBS the balance of the Agreed Consideration not later than 31 March 2015. Simultaneously to the execution of the Settlement Agreement, the following three supplementary agreements were executed as well: 1. An agreement for the assignment and sale of the Equity Interests from Casino Austria to Agastia in consideration for an amount of EUR 0.6 million to be paid to Casino Austria; 2. An agreement for the purchase of the entire shareholdings of Casinos Austria Greece in PBS (12.5% of the issued and paid share capital of PBS) by Agastia in consideration of an amount of EUR 0.6 million; 3. An agreement for the waiver of Casino Austria's right to receive an amount of EUR 5.25 million, which right might have arisen to it as a result of exercising the Put Option, in consideration of an amount of EUR 2.55 million to be paid by PBS to Casinos Austria Greece. After the completion of the agreements, Agastia is expected to hold 100% of the issued and paid share capital of PBS. The Company is expected to immediately receive an amount of EUR 3.3 million out of the Agreed Consideration, and an additional amount of EUR 2 million on 1 December 2014. In addition, the Company expects to receive an additional amount of EUR 7 million, close after the receipt of the balance of Agreed Consideration by PBS, which is expected to take place not later than 31 March 2015 (Approximately EUR 12.3 million in total). PBS intends to immediately transfer an amount of EUR 2 million out of the consideration received by it to Club Hotel Loutraki S.A on account of capital increase. Queenco Leisure International Ltd. 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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