Elbit Imaging Ltd · • Elbit owns all proprietary rights to the information included in this...

54
June 2017 Elbit Imaging Ltd Company Presentation

Transcript of Elbit Imaging Ltd · • Elbit owns all proprietary rights to the information included in this...

Page 1: Elbit Imaging Ltd · • Elbit owns all proprietary rights to the information included in this presentation. This presentation may not be copied, reproduced, distributed,

June 2017

Elbit Imaging LtdCompany Presentation

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Legal Information

The Information that appears in this presentation is subject to the general comments below

• This presentation does not constitute an offer and/or an invitation and/or a recommendation to purchase and/or issue securities of Elbit Imaging Ltd.(hereinafter: “Elbit” or “The Company”) and/or its subsidiaries.

• This presentation includes selective and partial information only that the Company has seen fit to share with the addressees of this presentation. It ispossible that the way of presenting the information included in this presentation differs from the way it is included in the aforementionedpublications. This presentation includes a summary of the issues described within it and the context in which they are discussed, and not the entireinformation in the Company’s possession with regard to these issues. This presentation does not include all the Company’s results and financialinformation, its notes and/or business plans or a description of all of its operations, and it is not intended to substitute for and/or replace therequirement to review the publications that the Company has released to the public by law, including the Company’s 20-F annual report for the yearended on 31.12.2015 and the Company’s complete reports that are included therein (hereinafter: “The 20-F Report for the year ended on31.12.2015”, and the consolidated financial statements of the company as at 31.12.15 as published on 31 April 2016, and the Company's unauditedfinancial statements for the year ended December 31, 2016 ("the unaudited financial statements") as published on May 18, 2017 (together with theother reports of the Company as published to the public, "the reports" or "the Company's reports"). In any instance of a contradiction between thedata in this presentation and the data in the Company’s Reports and/or in the financial reports that are attached to them, the data in the Company’sReports shall prevail.

• The forecasted cash flow of the Company (included in this presentation) and the data included in it, as well as the sources required for theforecasted cash flow period, constitute an estimate of the sources required, and the assumptions and assessments underlying it include forward-looking information, as defined in the Israeli Securities Law (hereinafter: "forward-looking information").

• This presentation includes forward-looking estimations, evaluations and declarations of information, Including the Company's forecasted cash flows(included in this presentation) and the data included therein, which constitute forward-looking information, as defined in the Israeli Securities Law(hereinafter: “Forecasting Data”), are based on the Company's estimates regarding (inter alia): the actual execution of planned activity that isdependent on third or external parties, the realization of the Company’s assumptions, plans, designs, estimates, evaluations, , pricing, marketconditions and similar, the probability of realization of relevant business scenarios from which cash proceeds are expected to the Company, thetimetables for the realization of these scenarios and the chances of obtaining the required approvals; operating results; possible alternatives forobtaining sources for repayment of the Company's liabilities upon their due date; the amounts and maturity dates of the Company's notes and loans,which based on estimates and expectations according to its best understanding based on the data at its disposal at the time that this presentationwas prepared.

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Legal Information (cont.)

The Information that appears in this presentation is subject to the general comments below

• There is no certainty with regard to the realization of the transactions on which the cash flows are based, including timing of closing the transactionand the transaction price and of the estimates and/or the assessments and/or the expectations and/or the working assumptions and/or the veracityof the Forecasting Data for any time in the future, and these as well as the actual factors involved and/or results achieved – could change and/or beaffected by external factors that Elbit cannot foresee and/or control and / or may materialize in a manner materially different than expected. Themain factors that may affect this are: changes in the business from which the Company expects to obtain cash flow sources, including cancellationand / or postponement of transactions for realization of assets, and significant reductions in the transaction price beyond what the Companyforesee; deterioration in the economic situation in the countries in which the Company operates, which could lead to a significant decline in thevalue of the Company's holdings; demands from financing parties for significant changes in the repayment dates of existing credit and the takingenforcement steps by the Company's creditors ; deterioration in the business or financial position of any of the Group companies; failure tocomplete and/or delay in transactions of the Company and/or its investee companies; and the materialization of any of the Company's risk factors(described in item 3 of the 20F report for 2015).

• Information other than Forecasting Data, is updated as of the date of this presentation. The Company does not undertake to update the informationincluded in this presentation, whether it is a Forecasting Data or otherwise, following its publication.

• The Company has no regulatory obligation to publish this presentation and/or any of the data and information included herein to the public, in themanner they are presented or at all, and it does not undertake to continue to publish presentations and/or information in the manner and with thescope of this presentation and/or to retain the current format of the presentation of this information in the future.

• Elbit owns all proprietary rights to the information included in this presentation. This presentation may not be copied, reproduced, distributed,published or used in any other way, in whole or in part, without prior written permission from Elbit.

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Contents

1. Business Profile

2. Main Steps taken by the Company and its subsidiaries

3. Description of the Business Activities by Segments:

A. Radisson hotel Complex, Bucharest

B. Elbit Medical Technologies LTD (“Elbit Medical”)

C. Plaza Centers NV (“Plaza Centers”) - Development and Management of Commercial Centers

D. Land Plots in India

4. The Company’s Financial liabilities ( on a Stand-alone basis)

5. Forecasted cash flow

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Company and Business Profile

Elbit Imaging Ltd was established in 1996. The Company’s stocks are traded on the NASDAQ and the Tel Aviv Stock Exchange. The

Company’s Notes are traded on the Tel Aviv Stock Exchange.

The Company’s Business segments are:

• Ownership (~98.2%) of Bucharesti Turism’s (BUTU) share which holds Radisson hotel Complex in Bucharest,

Romania.

• Through Elbit Medical technologies Ltd (“Elbit Medical”) (~90% and ~86% fully diluted), we hold two companies:

InSightec (~25.1% fully diluted) and Gamida Cell (~21.8 % fully diluted).

• Through our subsidiary ,Plaza Centers (~45%) – construction, operation, management and sale of real estate

projects mainly commercial centers in east Europe.

• Land Plots in India (in partnership with Plaza Centers).

Structure of the Company’s holdings

• The Company has no controlling shareholder.

• The Company has two main shareholders that holds more than 5% of the share capital: York Capital and its

affiliates (“York”) hold ~ 19.6% of the Company’s share capital and Davidson-Kampner and its affiliates (“DK”)

hold ~ 14.3% of the Company’s share capital.

• Rest of the shares are held by the public.

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Company’s Business Segments

The Company's portfolio is based mainly on the real estate business, as well as operations in the medical segment

Hotels Land Plots in India Elbit Medical

Elbit Imaging Ltd

▪ 2 Land Plots (**):

▪ Bangalore▪ Chennai

✓ Radisson Blu, Bucharest, Romania ( )98.2%~ , whichincludes 763 rooms and commercial area.

▪ Commercial centers development and management in Central and Eastern Europe.

▪ 2 opertionanalcommercial centers of 60 thousand square meters GLA.(***)

▪ 2 projects designated for development in Eastern Europe. (***)

▪ 11 Land Plots in Eastern Europe.

▪ 2 portfolio companies:

✓ InSightec (~25.4%): (*) Engaged in the fields of oncology, gynecology and neurology. Develops a non-invasive intensity focused ultrasound device that thermally ablates tumors inside the body.

✓ Gamida-Cell (~21.8%): (*)Engaged in the development

of stem cells therapeutics, sourced by blood from the umbilical cord.

Commercial Centers

Real estate

Non-real estate

(*) Fully diluted

)**( The Company and Plaza hold these plots together in equal share

(***) The data are as of December 31,2016. Regarding the sale of assets after the balance sheet date, see pages 42-43.

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Main Steps Taken by the Company and its subsidiaries

Hotels

o Signing a refinancing agreement for the Raddison hotel complex in Romania, for a total amount of € 97 million and

withdrawal of the entire amount in two stages during 2016. The cash received by the Company amounted ~ € 36.4

million

o Acquisition of minority shareholders’ holdings in Bucuresti (which holds the Radisson hotel complex in Romania),

turning it into a private company in which the Company holds about 98.2%.

o Opening the Park Inn hotel in September 2015, after completion of an extensive renovation project in the Radisson

Hotel complex in Romania.

o A termination of the lease agreement with respect to the plot in Tiberius, Israel in the framework of which two bank

guarantees in the total amount of NIS 14 million were released, and an additional cash consideration of NIS 23 million

was received.

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Main Steps Taken by the Company and its subsidiaries (cont.)

InSightec

o FDA approval for treatment of essential tremor

o Obtaining approval from the Japanese and Canadian Ministry of Health for treatment of essential tremor.

o Obtaining CE approval for the treatment of prostate cancer.

o Approval of a clinical trail for treatment of Alzheimer and treatment of first patient. (*)

o Approval of a clinical trail for treatment of Epilepsy. (*)

o Completion the treatment in Parkinson tremor patients in the Phase I / II clinical trial.

o Conducting a first trial using MRI-guided focused ultrasound to open a Blood-Brain-Barrier (BBB). (*)

o InSightec has been granted with a recommendation from the Centers for Medicare & Medicaid Services (“CMS”) for reimbursement

of treatment of essential tremor.

o Signing of cooperation agreement by InSightec with Siemens to develop compatibility between InSightec’s systems and Siemens’

MRI scanners.

o Investment round in Series D Preferred Shares of InSightec (during 2014-2016) in the amount of $ 86.5 million by York and other

investors at a pre-money valuation of $ 200 million (on March 1,2016 a price adjustment of 8% had been made and the holders of

Series D preferred shares were allocated with additional shares).

(*) It should be clarified that the trial will be carried out by hospitals and will be funded by the Focused Ultrasound Foundation when InSightec provides the

regulatory sponsorship for the trial.

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Main Steps Taken by the Company and its subsidiaries (cont.)

Gamida Cell

o The European Medicines Agency’s (EMA) grants Gamida’s NiCord® an orphan drug designation.

o Obtaining regulatory approvals for the initiation of a Phase III trial for NiCord® and treating the first patient in the trial.

o FDA has granted Gamida’s NiCord® a classification of "breakthrough“ therapy.

o Obtain the final results of 21 patients treated with NiCord® in a Phase I / II clinical trial of malignancies blood disease.

o Treatment 9 patients with sickle cell and thalassemia, initial positive results were published at ASH 2016 convention.

o As part of the investment rounds made at Gamida, Novartis invested a cumulative amount of $ 40 million in Gamida including

commitment, subject to certain conditions, for an additional investment of up to $ 10 million.

o Signed a non-binding memorandum of understanding with an investment fund to raise an amount of $ 30 million, together with

other investors, at a pre money value of $ 120 million.

o Appointment of Dr. Julian Adams as Gamida’s Chairman of the Board of Directors, and the appointment of two additional directors,

Prof. Roger Kornberg, winner of the 2006 Nobel Prize in Chemistry and Dr. Michael Perry.

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Main Steps Taken by the Company and its subsidiaries (cont.)

Commercial Centers( Plaza Centers)

o Commencement of the development and construction of the Sport-star project in Belgrade and signing a financing agreement for

this project in the total amount of ~ € 42.5 million.

o Sale of Sportstar, Belgrade commercial center according to a future NOI capitalized at 8.25%. Plaza received an advance payment of

~ € 31.5 million (including NAV adjustments).

o Sale of the Suwalki, Poland commercial center at a value of ~ € 42.3 million.

o Sale of the Liberec commercial center at a value of ~ € 9.5 million.

o Sale of the Riga, Latvia commercial center at the value of ~ € 93.4 million (Plaza share 50%).

o Sale of a plot in Belgrade ,Serbia (“MUP”) at the value of ~ € 15.9 million.

Plots in India

o Signing of an agreement for the sale of the plot in Bangalore, India, at a value of ~ € 43 million. On November 16,2016 the Company

announced that the partner did not paid the advance payments (for more details see page 46).

o Signing of a Joint Development Agreement (JDA) with local Indian developer for the development of the plot in Chennai, India.

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Main Steps Taken by the Company and its subsidiaries (cont.)

Company headquarters

o Launching buy-back plans for the Company’s notes in the amount of ~ NIS 180 million, out of which the Company has

purchased a total of ~ NIS 150 million par value series H bonds, for a total cash consideration of ~ NIS 138 million. The

remaining purchase amount is ~ NIS 42 million bay-back.

o Signing on a addendum to a credit agreement with Bank HaPoalim, in the framework of which the loan’s due date was

extended.

o Continuing of the decrease in the Company’s General and Administrative expenses.

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Description of Business Activities by Segments

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Radisson Hotel Complex , Bucharest

General

• The Company control (~98.2%) in a Romanian company which is the owner of hospitality & commercial complexlocated in the heart of Bucharest.

• The Complex is a land mark in Bucharest and is considered to be a meeting place for the business community andleisure tourists.

• The Hospitality Complex includes 763 keys as follow:

• 5 starts Radisson Blu hotel includes 424 rooms and 63 Elite aparthotel.

• 4 stars Park Inn hotel includes 210 rooms with an additional Apartment hotel of 66 rooms.

• Retail gallery with a lettable area of 7,200 sqm.

• The hotels are operated by Rezidor Group under the brand names Radisson Blu & Park Inn with management

contracts till 2036.

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Radisson Hotel Complex , Bucharest(Cont.)

The complex is comprise of 9 buildings with Land Plot Area of ~ 16 thousands Sqm and Gross Built Up Area (GBA) of ~ 86 thousand Sqm.

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Radisson Hotel Complex , Bucharest(Cont.)

• The hospitality complex is located in heart of the downtown area, just minutes from all Bucharest’s important tourist attractions.

• It is surrounded by 4 streets, including the most famous shopping boulevard in Bucharest (Calea Victoriei).

• Just 16 KM from Henri Coanda international airport.

The hospitality complex

Romanian Athenaeum

National Theatre Bucharest

Old City Center

Parliament

Botanical garden

Romanian Government

Cotroceni Palace

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Radisson Hotel Complex , Bucharest(Cont.)

• Radisson Blu hotel contains 424 rooms and 63 Elite apartments .

• The Radisson Blu hotel was fully refurbished and constructed during 2005-2008 with a vision to become

the leading 5 star Hotel in Bucharest.

• The Radisson Blu hotel was designed in accordance with an international 5 star standards.

• The Radisson Blu hotel opened in September 2008, and shortly thereafter positioned itself as the leading

hotel in Bucharest and maintain to keep this position since then.

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• 424 keys distributed as follows:

• 12 modern meeting rooms including elegantly refined ballroom, up to 650 people.

• 6 F&B Outlets including: Dacia Felix - main restaurant, Prime steaks and seafood, Bla Lounge lobby bar,

Dark Bla Irish pub, Caffe Citta – Italian restaurant, Pool side grill.

• The Radisson hotel’s guests have an access to World Class Health Academy, the outdoor pool, Jacuzzi ,

shops and casino.

Number of KeysRoom Type

311Standard Guest Rooms

74Business Class Rooms

21Junior Suite

17Suite

1Royal Suite

424Total

Radisson Hotel Complex , Bucharest(Cont.)

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• 63 Elite Apartments distributed as follows:

• The Apartment’s Guests have access to all hotel Facilities and services including:

Super Breakfast Buffet, Housekeeping, 24h room service and free entrance to the business lounge.

• Private entrance and direct connection to the hotel.

• Fully equipped kitchenette in each apartment.

• Satellite TV and Free Wi-Fi.

• Access to World Class Health Academy, the outdoor pool, Jacuzzi, shops and casino.

Number of ApartmentsType of Apartment

481 Bedroom Elite

52 Bedroom Elite

8Eilte Exacutive

2Elite Presidential

63Total

Radisson Hotel Complex , Bucharest(Cont.)

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Radisson Hotel Complex , Bucharest(Cont.)

• The Park Inn hotel was renovated during 2015 (210 rooms and apartments) with a vision of becoming the

leading 4 star Hotel in Bucharest. The Park Inn was reopened in September.

• The Park Inn was designed in accordance with an international 4 stars standards.

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• 210 rooms distributed as follows:

(*) not including 66 un refurbished apartments.

• 4 conference rooms.

• Sharkia restaurant & bar and Breakfast restaurant at terrace inner court.

• Access to World Class Health Academy, the outdoor pool and Jacuzzi.

Number of rooms (*) Type

61Standard Room

221 Bedroom Apartment

982 Bedroom Apartment

293 Bedroom Apartment

210Total

Radisson Hotel Complex , Bucharest(Cont.)

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Radisson Hotel Complex , Bucharest(Cont.)

Retail Gallery

• The Complex located in the main shopping boulevard of Bucharest (Calle Victoria) and it has ~ 7,200 sqm of

commercial area .

• The Retail gallery includes three anchor tenants with long term leases.

• The most successful fitness center in Bucharest of ~2,600 sqm (World Class), with fully equipped gym, indoor pool,

jacuzzi, spa and massage.

• The leading casino in Bucharest of ~2,200 sqm that Includes main casino, private casino, Texas casino restaurant and

VIP restaurant.

• Burberry shop of ~ 650 sqm.

• Clothing, Jewelry, Gifts and beauty shops of ~1,800 sqm.

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Radisson Hotel Complex , Bucharest (cont.)

Complex Historical Performance

• The value of the complex is ~ € 176 million (*), against which there is a bank loan of about ~ € 92 million.

• The Complex has proven consistent strong performance and improvement during 2012-2016:

• The opening of the Park Inn at the end of 2015 increased the revenues and Ebitda of the Complex.

31.6

28.126.426.827.2

13.912.311.8

10.510.6

20162015 (**)201420132012Total Revenues (M Euro) Total EBITDA (M Euro)

(*) According to external valuation as of 31/12/16.

(**) Part of the units were closed during 2015 for renovation.

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Elbit Medical – Business Profile

Elbit Medical Technologies is a holding company in the biomedical field that holds InSightec and Gamida Cell.

• Elbit Medical is controlled by the Company (~90% and ~86% fully diluted)

and is traded on the Tel Aviv Stock Exchange.

• Elbit Imaging granted a shareholder loans to Elbit Medical in the amount of

NIS 151 million. Repayment date of the loans are October 2018.

• InSightec is developing an MR-guided Focused Ultrasound treatment platform to

address a variety of growing neurosurgery, oncology and gynecology indications in

a safe, noninvasive and personalized treatments.

• Gamida Cell is developing therapeutic products based on cells derived from the

umbilical cord blood.

Business description

31%(25.1% fully

diluted)

Structure of holdings

ElbitMedical

24.7% (21.8% fully

diluted )

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Elbit Medical – Business Profile

Elbit Medical's share price for the past year

Elbit Medical's share price in Agorot (0.1 Nis)

8.1

9.5

11.0

9.4 9.2

10.5

12.8

11.4

13.3

15.5

14.0

0

2

4

6

8

10

12

14

16

18

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ONCOLOGYNEUROSURG

ERY

WOMAN’S

HEALTH

THE GLOBALLEADER OFMRgFUS

INSIGHTEC develops the world’s foremostMR-guided Focused Ultrasound treatmentplatform for a variety of neurosurgery,oncology and gynecology indications.Treatments are totally non-invasive,safe and effective, and are performed in anambulatory setting.

24

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COMPANY PROFILE

• Developed Exablate® - the first FDA approved therapeutic device using MR-guided Focused Ultrasound

• INSIGHTEC is a privately held Israeli company founded in 1999

• 200 employees worldwide

• First to develop technology to successfully steer and focus ultrasound through the cranium

Headquarter in Haifa, Israel. Regional offices in US, China, Japan and Europe.

25

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www.insightec.co

m

INSIGHTEC’S TECHNOLOGY

Non-invasive therapy platform thatcombines two proven technologies -High intensity focused ultrasoundand Magnetic Resonance Imaging.

The high intensity focusedultrasound (FUS) generates heat atthe focal point to ablate the targettissue.

The MRI enables:

1. Identification and targeting

2. Monitoring the treatmentprogress in real time, usingthermometry information

26

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3

PRODUCT

FAMILIES

ONCOLOGY

NEUROSURG

ERY

WOMAN’S

HEALTH

27

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INSIGHTEC

PRODUCT

ROADMAP –

NEUROSURGE

RY

• Small volume treatments• Deep central structures

treatment envelop• Normal tissues (at MR)• Thermal ablation

• Larger volume treatments• Whole brain treatment envelop• Pathologic tissues (at MR)• Thermal ablation & Targeted

Drug Delivery

2010 2012 2015

2016+

Neuropathic

Pain

Essential

Tremor

Parkinson's

Disease

Brain

Tumors

Epilepsy Targeted Drug

Delivery

Alzheimer

Neuro-

Modulation

28

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• Outpatient, low risk profile

• Real time closed loop personalized therapy

• Tumors’ conformal treatment

• Pathologic tissues (based on MR)

• Larger volume treatments

• Faster treatment rate

• Treatment of moving organs

• Non-heating properties of US

2004 2012 2013

2016+

Gynecology Bone Tumors Facets Prostate Liver Pancreas Targeted Drug

Delivery

2015

INSIGHTEC PRODUCT

ROADMAP –WOMEN’S HEALTH

& ONCOLOGY

29

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WOMEN'S

HEALTH

Treatment for uterine fibroids

• Single-session, outpatient treatment

• Uterine preserving

• Future fertility

• Minimal complications and side effects

• Durable as other uterine sparing treatment alternatives

30

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ONCOLOGY

Treatment for pain palliation of bone metastases

• Single-session• Non-ionizing• Minimal complications and

adverse events• Very fast post procedure pain

relief

31

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ONCOLOGYNEUROSURG

ERY

Treatment for Essential Tremor, Tremor dominant Parkinson’s Disease, Neuropathic Pain

• Single session• Non-invasive procedure• No ionizing radiation • No penetrating trajectories

with probes• No implantable hardware• No anesthesia• No infectious risks

32

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REGULATOR

Y STATUS

NEUROSURGER

Y

ONCOLOGYWOMEN'S

HEALTH

• Essential tremor

• Essential Tremor

• Tremor dominant

Parkinson’s Disease

• Neuropathic pain

• Pain palliation of

bone metastasis

• Benign bone

tumors

• Osteoid osteoma

• Facet Rhizotomy

• Uterine fibroids

• Uterine fibroids

• Adenomyosis

33

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Transactions In Insightec’s shares

• Financing Round

• In the second half of 2014, InSightec signed an investment agreement with York and other investors for an investment of$62.5 million in series D preferred shares of InSightec.

• The investment in series D preferred shares was executed based on $200 million pre-money valuation (subject toadjustments). On March 1, 2016, an adjustment of 8% had been made to the price of InSightec shares, and the owners ofSeries D preferred shares were allotted additional shares.

• After the completion of the investment round, a new chairman was appointed for InSightec, Dr. Morris Pherre, that has anexpertise and experiences in InSightec’s business .

• In January 2016 Dr. Maurice Ferre was also appointed as the CEO of InSightec.

• At the end of 2015, InSightec completed an additional round of investment in InSightec preferred D shares, of $24 million,from existing and new investors. In July 2016 additional $2 million was invested in InSightec.

• As of today the shareholders have invested ~ $286 million in InSightec.

25.4%

6.8%

23.9%

8.2%

4.0%

4.0%

27.6%

Ownership structure (fully diluted)

ELBIT Group

GE group

York Fund

Exigen - Focused Holding

GEOC

MTA group

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Transactions In Insightech’s shares

Sale of Insightec’s shares by existing shareholders

• In March 2015 York and other investors purchased from GE 6 million Series C Preferred Shares of InSightec (approx. 4.2%

of InSightec's on a fully diluted basis), at a price of $1.50 per share, and an option to purchase 12 million additional

Series C Preferred Shares, (approx. 8.5% of InSightec's on a fully diluted basis), for the same price ($1.50).

• In December 2015, York and other investors purchased from GE 20 million InSightec shares (consist of preferred C shares

and preferred B shares) which constitute 13% of the InSightec’s share capital (fully diluted basis) at the price of $1.25 per

share. In addition, within the framework of the agreement the purchaser were granted an option to purchase an

additional 7.5 million shares (consist of preferred B and preferred B-1 shares) from GE, which constitute 4.8% of

InSightec’s share capital (fully diluted basis) at the same price, part of which within a year and the others within two

years from completion date of the transaction, subject to the conditions set out in the agreement. As of December 31,

2016, 4 million options remained in effect.

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37

Financial data from InSightec reports

31/12/201531/12/2016

Thousands USD

16,14625,074Total Revenues

6,29211,403Gross Profit

14,29118,823R & D9,41713,833M &S6,7105,242G & A30,41837,898

(24,126)(26,495)Operating Loss

(24,244)(26,195)Total Loss

51,76137,491Cash and cash equivalents

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38

Gamida Cell

• Developing stem cell based products from umbilical cord blood to treat patients with hematological diseases

• Platform technologies for expansion of stem cells

• Lead product NiCord® starated Phase III trial

• NiCord® received a breakthrough designation from the FDA

• In-house GMP manufacturing capacity and successful technology transfer

• Novartis invested $40 million in Gamida and committed for up to additional $10 million in the next financing round

• 42 employees with an experienced management

• Gamida Cell raised up to date $95 million

• Gamida Cell has cash and cash equivalents of approximately $18 million as of December 31, 2016

Company Profile

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39

Main Product NiCord®

• NiCord® is based on enriched stem cells from umbilical cord blood using the NAM expansion technology

• Clinical trials results from Phase I/II were submitted to the FDA, Phase III started in the US and EU

• Phase III study of NiCord® will enroll 120 patients in an open randomizes controlled study

• Control group – patients treated with unmanipulated cord blood of one or two units

• Phase III primary end point – time to neutrophil engraftment

• Primary end point readout and submission - 2019

NiCord® - treatment for hematological malignancies

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40

• Sickle Cell Disease (SCD) and Thalassemia are life threatening diseases, caused by a genetic hemoglobin disorder

• 100,000 SCD patients in the US only

• Life expectancy of 45 years

• Cost of treating SCD patients over lifetime is over $8 million

• Bone marrow transplant is the only cure for SCD, other available treatments are symptomatic only

• CordIn was transplanted in 9 SCD patients in Phase I/II study, preliminary results were presented in the ASH conference 2016

• The study is on going

Cordin®– Treatment for non malignant blood diseases

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Last Financing Round

• On March 8, 2017 Gamidahas signed a non-binding Term Sheet with investment fund to lead an investment of $ 30 million, with additional investors, at apre-money value of $ 120 million. As a consideration, the Investment Fund and the additional investors shall acquire preferred shares and options forpreferred shares of Gamida and will be entitled to some additional rights, including certain anti-dilution rights in Gamida. As of the date herein, there is nocertainty that a definitive agreement will be signed and/or that additional investors will participate in the Investment and/or that the Investment will becompleted.

• On September 2, 2014 Gamida Cell and the majority of Gamida Cell’s shareholders (including Elbit Medical), completed execution of an Option andInvestment Agreements (the "Agreements") with Novartis Pharma AG (“Novartis”). Under the Agreements, Novartis invested $35 M in Gamida Cell inexchange for ~ 15% of Gamida Cell’s share capital (fully diluted basis)and an option to purchase from the other Gamida Cell shareholders (including ElbitMedical) all their holdings in the Gamida Cell (the "Option").

• In June, 2015, Novartis notified that despite the fact that Gamida Cell had successfully met all of the agreed milestones, Novartis does not intend to exercisethe Option. Nonetheless, it was further stated that Novartis was interested in continued collaboration with Gamida Cell in the development of its products,and would soon explore suitable alternatives with Gamida Cell.

• On November 5, 2015 Novartis invested in Gamida Cell an amount of $5 in return for ~ 2.5% in Gamida Cell( on a fully diluted basis). In addition, in the eventthat by the end of 2017 Gamida Cell shall raise the minimum remaining funding required to cover the Phase III study of NiCord, by way of an equityinvestment, Novartis will invest in Gamida Cell ,subject to certain conditions set in the Agreement, an additional amount of up to $10 M.

21.8%

17.5%

13.0%11.8%

5.0%

15.7%

15.2%

Ownership structure (fully diluted)

Elbit Medical

Novartis

IHCV

ESOP

Teva

CBI

Others

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42

Plaza Centers: Development, Management and Sale of Commercial Assets

• Plaza Centers is engage in the construction, operation, management and sale of real estate projects, mainly in the field of

commercial real estate in Central and Eastern Europe.

• The Company’s holds ~45% of the share capital of Plaza, DK Fund holds ~ 26% of the share capital of Plaza, and the rest held by the

public.

• Plaza Centers has been engaged in the field of real estate development in developing markets for more than 21 years.

• Plaza Centers’ shares are traded on the main market of the London Stock Exchange (LSE) ,the Warsaw Stock Exchange (WSE) and the

Tel Aviv Stock Exchange.(TASE)

• Plaza Centers has two series of CPI-linked NIS bonds traded on the Tel Aviv Stock Exchange, as well as a series of bonds issued to

institutional investors in Poland and denominated in Polish Zloty, in a total amount of ~ € 186.4 million.

• Regarding Plaza Centers’ holdings in the group’s lands plots in India together with the Company, see page 45-46.

• As for additional information regarding Plaza business ,see Plaza presentation in the following link:

http://www.plazacenters.com/index.php?p=company_presentation

Description of Activities

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44

Plaza Centers – Assets Designated for Development

Casa Radio Project

• Plaza Centers is planning the Casa Radio project located in the center of Bucharest, Romania, for development.

• Plaza holds 75% of the rights in the SPV company that holds the project.

• The project will include:

o A commercial center of 90,000 GLA, a central underground parking lot and a public building

o Offices buildings

o Hotel and conference center

• As of the date of the presentation, development work on the project has not yet begun.

• The value of the project according to an external valuation as at December 31, 2016 is ~ € 73 million.(100%)

• In addition, Plaza has a liability of ~ € 3.5 million to build an office building to the Romanian Government

Sportstar Project, Belgrade

• As at December 31, 2016, Plaza held a commercial center in Belgrade, which is in advanced stages of development.

• In February 2017, Plaza completed a transaction for the sale of the shopping center to Big Group according to a future NOI

capitalized at a yield of 8.25%.

• Plaza received an advance payment of € 28 million and additional NAV adjustments of € 3.5 million.

• The commercial center was opened on 20 April 2017.

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45

Plaza Centers –Land Plots Designated for Realization

• Plaza centers has a pipeline of 11 land plots in Eastern and center Europe that are designated for realization.

• The fair market value of these plots as of December 31,2016 is ~ € 25 million.

• At this stage, Plaza is negotiating with potential buyers in connection with the aforesaid land with an intention for its realization.

• Below Plaza land in various countries:

Country Number of land assets

Poland 4

Hungary 1

Romania 4

Bulgaria 1

Greece 1

Total 11

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46

Land Plots in India

Elbit Plaza India (EPI) is a joint venture established by the Company and Plaza Centers with the purpose of initiating and establishing real

estate projects in India.

BangaloreLocation East Bangalore

Holding Percentage 100%

Land Size ~ 54 acres

Land value (*) ~ NIS 154

• Bangalore is one of the cities with the highest growth rate inIndia – about 47% growth in a decade – and a metropolitan witha population of more than 9 million residents.

• Bangalore constitutes a center for international companies,including the technology segment.

(*) The share of the Company and Plaza together. According to external valuation as of 31.12.16. Translated according to the exchange rate of 0.0564 INR per NIS.

Bangalore Deal

• In December 2015, EPI signed an agreement for the sale of 100% of its holdings in the company which holds a plot in Bangalore, to a

local investor.

• The total proceed is 321 Crores Rupees (~ €43 million) which was due to be paid in September 2016.

• The investor has provided certain securities in order to guarantee the completion of the transaction at the above mentioned date.

• In September 2016 the Company announced that the purchaser did not complete the transaction and the Company reached a

commercial understanding that the time table for the completion of the transaction will be extended subject to payment of the

advance payments by the investor.

• In November 2016 the Company announced that the investor failed to pay the advance payments according to the commercial

understanding.

• The Company is evaluating its legal options, and in parallel, try to execute a sale of the project to third parties.

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47

Land Plots in India (cont.)

ChennaiLocation South Chennai

Holding Percentage 100%

Land size ~ 74 acres

Land value (*) NIS 84~

• Chennai is the fourth largest city and metropolitan in India,with a population of more than 10 M residents.

• Location: in proximity to one of the largest technologicalparks in India (Sipcot).

Joint Development Agreement for the development of the plot in Chennai:

• On August 1, 2016 the Company announce that an SPV under EPI control signed a Joint Development Agreement (JDA) with

local Indian developer for the purpose of the development of the Company's plots in Chennai, India.

• The main commercial terms of the JDA are as follow:

o The developer will bear all the costs involved in the development of the Project including the obtaining of permits and

marketing.

o The JDA include certain mile stones, time table and minimum sale prices.

o The commencement of development is subject to obtaining all the approval required for the development of the project.

o 67% of the project surface will be used to sale of developed plots and the rest for the constriction of villas.

o The SPV will be entitled to receive 73% of the proceeds from the sale of the developed plots and 40% from the sale of

villas

o The SPV received a refundable deposit of 10 Crore Rupees (~ €1.3 million) and is entitled to receive additional 25.5 Crore

Rupees (~ €3.2 million) subject to the fulfilment of certain conditions.

(*) The share of the Company and Plaza together. According to external valuation as of 31.12.16. Translated according to the exchange rate of 0.0564 INR per NIS.

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48

4. The Company’s financial liabilities (on Stand-alone basis)

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49

The Company’s Financial liabilities( on stand alone basis)

The company has 2 Series bonds traded on the Tel Aviv Stock Exchange

Series H Bond

• Principal (31/12/16) – NIS 296 million (*)

• Interest: 6% paid semi annually

• Principal: to be paid in a single payment on 31/5/2018

• Bond balance (Par value) (31/12/16) – NIS 296 million (*)

(*) following purchase of bonds by the Company up to the balance

sheet date in the amount of NIS 150 million (par value) in cash

consideration of NIS 138 million.

Collaterals

• First floating charge on all the assets of the Company

• First ranking fixed pledge on the shares and shareholders loansof Elbit Ultrasound (Lux) B.V./S.àr.l (which hold Plaza Centers),as well as on the shares and shareholders loans of ElscintHoldings and Investment N.V (which holds indirectly theRadisson complex in Romania).

• Negative pledge by the Company, Elbit Ultrasound (Lux)B.V./S.àr.l and Elscint Holdings and Investment N.V.

Series I Bond

• Principal (31/12/16) – NIS 218 million

• Interest: 6% accumulated and paid with the principal at

the end of the period

• Principal: to be paid in a single payment on 30/11/2019

• Bond balance (Par value) (31/12/16) – NIS 260 million

Collaterals

• Second floating charge on all the assets of the Company

• Second ranking fixed pledge on the shares and shareholdersloans of Elbit Ultrasound (Lux) B.V./S.àr.l (which hold PlazaCenters), as well as on the shares and shareholders loans ofElscint Holdings and Investment N.V (which holds indirectly theRadisson complex in Romania).

• Negative pledge by the Company, Elbit Ultrasound (Lux)B.V./S.àr.l and Elscint Holdings and Investment N.V.

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50

The Company’s Financial liabilities( on stand alone basis)

Loan from Bank HaPoalim

Liens and Financial Covenant

• First charge on the shares capital and shareholders loans of the holding

company that holds (indirectly) the Radisson Blu hotel in Romania

• Lien on about 86 M shares of Plaza Centers (about 13% of the share

capital of Plaza centers after completion of the Plaza’s debt restructuring)

• The company is required to maintain a loan to value (LTV) ratio of 85%

Cash balance at the Company as of 31/12/16

Bank HaPoalim

• Principal and accumulate interest as of 31/12/16 - € 14.6 million

• LIBOR interest + 3.45 %, paid in quarterly payments

• Accumulated interest until the end of the period at the rate of 1.2%

• Principal –the balance will be paid on 30/11/17.

• In the event of sale / change in the control of the Radisson Hotel in

Bucharest, the bank is entitled to an immediate repayment of the loan

on the closing date of the transaction.

NIS 40 millionFree cash

NIS 2 millionRestricted cash

NIS 42 million

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51

5. Forecasted cash flow

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52

Forecasted cash flow

20182017Cash Flow 2017-2018 in million NIS

Sources

31640Opening cash balance

-4Withdrawal of current profits from the Radisson Hotel

-345Sale of Radisson Blu Bucharest (1)

2020Sale of Elbit Medical shares(2)

336409Total sources

Uses

296-Principal payment to Note H holders(3)

718Interest payment to Note H holders (3)

-59Principal payment to Bank Hapoalim loan (4)

-2Interest payment to Bank Hapoalim loan (4)

79General & Administration expenses

95Other Payments and G&A expenses of subsidiaries(5)

31993Total Uses

17316Closing cash balance

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53

Cash flow assumptions

1. Represents the expected consideration to the Company from the sale of shares of a SPV indirectly held by the Company

(98.2%), which owns and operates the Radisson hotel complex in Romania. The estimated proceeds from the sale of the

shares will amount to ~ €86 million (~ NIS 344 million at the exchange rate of NIS 4.00 per Euro), which was determined

based on the last valuation of the complex (~ €176 million) less secured bank loan, working capital adjustments,

transaction expenses and other adjustment. It should be noted that the Company's unaudited financial statements as of

December 31, 2016 include a deferred tax liability of ~ NIS 93 million, which reflects the difference between the book

value of the asset and its depreciated cost for tax purposes, and which was not taken into account in this cash flow,

since the assumption is the sale of the shares of the SPV and not the sale of the asset.

2. A partial sale of Elbit Medical shares held by the Company in the aggregate amount of NIS 40 million. Elbit Medical's

market value on the Tel Aviv Stock Exchange as of the date of this presentation is ~ NIS 270 million. In addition Elbit

Imaging has a loan of NIS 151 million to Elbit Medical.

3. The notes are linked to the Israeli Consumer Price Index and are repayable in May 2018.

4. Bank Hapoalim's loan is linked to the Euro and its repayment date is November 2017. The exchange rate used for the

cash flow is NIS 4.00 per Euro.

5. Including payment of a debt to Plaza Centers for the Cochin project in India, due in June 2018.

6. The cash flow of the Company and the additional sources (as stated on page 52) is based on the realization of assets

denominated in revaluation of the NIS against foreign currencies (mainly Euros USD and INR), while most of the

Company's liabilities are denominated in NIS. These foreign currencies will cause a decrease in the Company's cash flow

when denominated in NIS.

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54

Cash flow - Sources not included in the forecasted cash flow

Books value (m NIS)Asset/ Project

343Elbit Medical (1)

77Varthur (2)

42Chennai (2)

6Cochin

4Olive

472Total

1. Represents the share of Elbit in the share capital of Elbit Medical after the partial sale that was taken in cash flow (NIS 40 million) according to the market value of Elbit Medical shares close to the date of this presentation, plus the shareholders' loan of NIS 151 million granted by Elbit Imaging to Elbit Medical.

2. Elbit's share 50%, without Plaza Center share according to external valuation as of December 31, 2016. Translated to NIS according to the exchange rate of 0.0564 INR per NIS.

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Thank You