Substantial Non- Exceptional Private Offering of the Companies Shares

05 Jan, 2022

 

         AMOT INVESTMENTS LTD.
 
Ramat Gan, 4th of January 2022
 
 
Attn                                                                                                       Attn
Securities Authority                                                                        The Tel Aviv Stock Exchange Ltd.
Via the Magna                                                                                   Via the Magna
 
Re: Substantial Non- Exceptional Private Offering of the Companies Shares
1.       General
 
Amot Investments Ltd. (hereinafter the “Company”) hereby announces, in accordance with the Securities Regulations (Private Offering of Securities in a Registered Company), 5760 – 2000 (hereinafter the “Private Offering Regulations”), that on January 3, 2022 the Board of Directors of the Company approved a Private Placement of 11,598,117 ordinary shares of the Company, of a par value of NIS 1 each (hereinafter: the “Offered Shares” and the “Ordinary Shares”, as applicable), to third parties, which are unrelated to the Company and/or to the controlling shareholder in the Company, which to the best of the Company’s knowledge are institutional investors who are among the investors listed in the First Schedule according to section 15A (b) of the Securities Law, 5728- 1968 (hereinafter: the “Offerees” and the “Private Placement”, as applicable).
 
To the best of the Company’s knowledge, three of all the Offerees out of all of the Offerees are among the reporting groups: Clal Insurance Business Holdings Ltd.[1], Harel Investments in Insurance and Financial Services Ltd.[2] and Migdal Insurance and Finance Holdings Ltd.[3] which are stakeholders in the Company by virtue of their holdings in the Company’s shares prior to the Private Placement pertaining to this immediate report, and therefore they are a “stakeholder” in the Company as this term is defined in section 270 (5) of the Companies Law, 5759 -1999. For details on the manner in which the Offered Shares are distributed among the Offerees, see the table in section 7 hereafter.
To the best of the Company’s knowledge, according to the information provided to it by the Offerees, the other Offerees are not an “interested party” and will not become such after the completion of the Private Placement.
The Company respectfully provides details regarding the Private Placement as required by the Private Offering Regulations, as set forth hereafter.
 
2.       The Terms of the Offered Shares
 
In the framework of the Private Placement to the Offerees (which will be performed subject receiving the approval mentioned in section 5 hereafter), the Offered Shares will be issued to the Offerees, at the same time and against payment in the amount of NIS 26 for one ordinary share of the Company, totaling the total amount (gross) of NIS 301,551,042.
 
The Offered Shares issued to the Offerees will constitute, immediately after they are issued, approximately 2.55% of the issued and paid-up share capital of the Company and of the voting rights therein (hereinafter: the “Company’s Capital”) after the issuance, and approximately 2.48% of the Company’s Capital on a fully diluted basis[4], as of the date of this immediate report.
 
Except with respect to the lock-up restrictions that will apply to the Offered Shares as set forth in section 10 hereafter, the Offered Shares will be equal in their rights, for all intents and purposes, to existing shares in the Company’s Capital at the time of this immediate report.
 
3.       The Price of the Offered Shares in the Tel Aviv Stock Exchange Ltd.
 
The closing price of the Company’s share on the Tel Aviv Stock Exchange Ltd. (hereinafter: the “Stock Exchange”) on the trading day preceding the date of publication of this immediate report (Monday, January 3, 2022) was 2,629 agorot (NIS 26.29), which is higher by an approximate rate of 1.1% of the share price in the Private Placement.
 
4.       The Consideration
 
As stated, each share will be issued to the Offerees at a price of NIS 26 so that the total gross consideration received from the Offerees will amount to NIS 301,511,042. The consideration was determined in negotiations between the Company and the Offerees.
 
5.       Required Approvals or Conditions Determined for Executing the Private Placement according to the Offer
 
The Private Placement pertaining to this immediate report is subject to receiving the approval of the stock exchange for listing the shares offered according to this report. The Company will apply to the Stock Exchange to register the Offered Shares for trade shortly after the date of publication of this immediate report. The Offered Shares will be issued shortly after receiving the approval of the stock exchange.
 
6.       The Date of Issuance of Offered Shares
 
As set forth in section 5 above, the Company will issue the Offered Shares to the Offerees subject to and upon receipt of the approval of the stock exchange for listing the Offered Shares for trade.
 
In accordance with the stock exchange regulations, all the Offered Shares will be registered in the Company’s securities register in the name of the Nominee Company of Bank Hapoalim Ltd.
 
7.       The Company’s Capital
 
The registered share capital of the Company is 1,000,000,000 ordinary shares. As of the date of this immediate report, the Company’s Capital includes 442,853,871 ordinary shares. Following the Private Placement, the Company’s Capital will stand at 454,451,988 ordinary shares, and on a fully diluted basis (in other words, assuming the issuance of the Offered Shares and the conversion of the Company’s convertible securities, which as of this date have not yet been exercised), the Company’s Capital will stand at 467,411,580 ordinary shares.
To the Company’s best knowledge, the following are details of the holdings of the Offerees, stakeholders and other shareholders in the Company’s issued and paid- up share capital and in its voting rights[5]:
Name
Before the Issuance
After the Issuance
Ordinary shares
Non- tradable options for employees and officers
Tradable options(series 11)
Rate of holdings in the issued and paid-up share capital and in the voting rights of the Company in- %
 
 
Rate of holdings in the issued and paid-up share capital and in the voting rights of the Company (fully diluted) in- %
Ordinary Shares
Non- tradable options for employees and officers
Tradable options (series 11)
Rate of holdings in the issued and paid- up share capital and in the voting rights of the Company in-%
 
 
Rate of holdings in the issued and paid-up share capital and in the voting rights of the Company (fully diluted) in- %
 
Alony Hetz Properties and Investments Ltd.
245,718,872
-
2,880,000
55.49
54.54
245,718,872
-
2,880,000
54.07
53.19
 
Harel Investments in Insurance and Financial Services Ltd. – Nostro Account
1,923,872
-
-
0.43
0.42
1,923,872
-
-
0.42
0.41
 
Harel Investments in Insurance and Financial Services Ltd. – Provident Funds
22,579,398
-
-
5.10
4.95
23,579,398
-
-
5.19
5.04
 
Harel Investments in Insurance and Financial Services Ltd. – Mutual Funds (Consolidated with Exchange Traded Funds)
2,334,104
-
-
0.53
0.51
2,334,104
-
-
0.51
0.50
 
Clal Holdings Insurance Business Ltd. – Nostro Account
610,174
-
-
0.14
0.13
610,174
-
-
0.13
0.13
 
Clal Holdings Insurance Business Ltd. – Provident Funds (Consolidated with Members of the Clal Group- Investment Baskets)
35,398,769
-
600,000
7.99
7.90
37,398,769
-
600,000
8.23
8.13
 
Migdal Insurance and Financial Holdings Ltd. – Participates in Profits
19,831,998
-
444,000
4.48
4.45
21,831,998
-
444,000
4.80
4.77
 
Migdal Insurance and Financial Holdings Ltd. – Mutual Funds
2,436,354
-
-
0.55
0.53
2,436,354
-
-
0.54
0.52
 
Shimon Abudraham, CEO
760,000
859,703
-
0.17
0.36
760,000
859,703
-
0.17
0.354
 
Natan Hetz and his wife, Chairman of the Board of Directors
1,310,000
-
-
0.30
0.29
1,310,000
-
-
0.29
0.28
 
Aviram Vertheim, Director
88,548
-
-
0.02
0.02
88,548
-
-
0.02
0.02
 
Gad Panini, External Director
-
39,619
-
-
0.01
-
39,619
-
-
0.01
 
Nira Dror, External Director
-
64,848
-
-
0.01
-
64,848
-
-
0.01
 
Yael Andoren Karny, Independent Director
-
64,848
-
-
0.01
-
64,848
-
-
0.01
 
Senior officers that are employees who are not stakeholders
557,232
1,989,097
-
0.13
0.56
557,232
1,989,097
-
0.12
0.54
 
Additional Offerees (who are not stakeholders and will not be stakeholders after the issuance)
-
-
-
-
-
6,598,117
-
-
1.46
1.42
 
The remaining holdings of the public
109,304,550
2,765,477
3,252,000
24.67
25.31
109,304,550
2,765,477
3,252,000
24.05
24.67
 
Total
442,853,871
5,783,592
7,176,000
100%
100%
454,451,988
5,783,592
7,176,000
100%
100%
 
8.       Agreements between the Offerees and the Shareholders of the Company
 
To the best of the Company’s knowledge and as conveyed to it by the Offerees, as of this date, there are no written or oral agreements between the Offerees and the shareholders of the Company and/or between the Offerees, all or in part, between themselves or between them and others, regarding the purchase or sale of the Company’s securities or regarding the voting rights in the Company.
 
9.       A Material Shareholder or Senior Officer who has a Personal Stake in the Consideration and in the Nature of the Matter
 
To the best of the Company’s knowledge, there is no material shareholder or senior officer who has a personal stake in the consideration, which goes beyond the stakes of the other shareholders in the Company.
 
10.   Lock- up Provisions and Transfer Restrictions that Apply to the Offerees
 
According to the Securities Law, 5728- 1968 and the Securities Regulations (Details with Respect to Sections 15A to 15C of the Law), 5760- 2000, the restrictions set forth hereafter will apply to a sale while the Offered Shares are traded on the stock exchange according to the private offering pertaining to this immediate report:
 
10.1.      Prohibition to offer the Offered Shares on the stock exchange for six months from the date of the issuance of the Offered Shares.
 
10.2.      For six consecutive quarters after the end of the six months mentioned above, the Offerees shall be entitled to offer on each trading day, a quantity of shares that does not exceed the daily average of the trading turnover of the Company’s shares on the stock exchange in the eight weeks prior to the date of the private offering, provided that with respect to the Offered Shares the Offerees will not offer in one quarter, a quantity of shares that exceeds 1% of the issued and paid-up capital of the Company.
 
For this purpose, “issued and paid- up capital” - except for shares that will result from the exercise or conversion of convertible securities that have been issued up to the date of the private offering and which have not yet been exercised or converted.
 
For this purpose, “quarter” - means a period of three months; The beginning of the first quarter is at the end of the period referred to in sub-section 10.1 above.
 
The Offerees undertook to comply with the restrictions imposed on them by virtue of the lock-up provisions.
 
                                                                                                                                                Sincerely,
                                                                                                                                                Amot Investments Ltd.
Signed by: Shimon Abudraham, CEO and Yehudit Zinger, Deputy CEO and CFO                                                                                    
[1] To the Company’s best knowledge, Clal Insurance Business Holdings Ltd. is a Company without a controlling interest.
[2] To the Company’s best knowledge, the controlling shareholders of Harel Investments in Insurance and Financial Services Ltd. are: Yair Hamburger ID no. 007048671, Gideon Hamburger ID no. 007048663 and Nurit Manor ID no. 051171312. The holding of the controlling shareholders as mentioned in Harel Investments in Insurance and Services Finance Ltd. is mainly through G.Y.N. Economic Consulting and Investment Management 2017 Limited Partnership, Partnership no. 550272587, under the full control and ownership of the controlling shareholders as mentioned, which they hold as limited partners, through private companies wholly owned by them.
[3] To the Company’s best knowledge knowledge, the controlling shareholders of Migdal Insurance and Finance Holdings Ltd. are: Eliahu Issues Ltd., a wholly owned subsidiary of Eliahu 1959 Ltd., which holds approximately 64.28% of the issued and paid-up share capital of Migdal Insurance and Finance Holdings Ltd. Mr. Shlomo Eliahu is the final controlling shareholder in Migdal Insurance and Finance Holdings Ltd. The manner of the holdings in Eliahu 1959 Ltd. is as follows: The shareholders of Eliahu 1959 Ltd. are Mr. Shlomo Eliahu, who holds 25.14% of the capital and 98% of the management shares, Ms. Chaya Eliahu, who holds 0.02% of the capital and 2% of the management shares, Shlomo Eliahu Holdings Ltd., which holds 61.7% of the capital, Eliahu Brothers Trust and Investment Company Ltd., which holds 13.14% of the capital. The shareholders of Shlomo Eliahu Holdings Ltd. are Mr. Shlomo Eliahu who holds 83.31% and Ms. Chaya Eliahu who holds 16.69%. The sole shareholder in Achim Eliahu Trust and Investment Company Ltd. is Shlomo Eliahu Holdings Ltd., whose holders are Messrs. Shlomo Eliahu and Ms. Chaya Eliahu as set forth above.
[4]the Company’s Capital on a Fully Diluted Basis” is the Company’s issued and paid up capital under the assumption of full exercise of the convertible securities of the Company which are valid and which have not yet been exercised as of the date of this immediate statement.
[5] The information of the holdings of the institutional investors is based on the information reported to the Company by these investors as of December 31, 2021.