Private issuance of Bonds (Series H) of the Company by way of the expansion of an existing series

20 Oct, 2021

 

                                                                                                                               October 19, 2020
For the attention of                                         For the attention of
The Securities Authority                                The Tel-Aviv Stock Exchange
22, Kanfei Nesharim Street,                         2 Achuzat Bayit Street
Jerusalem                                                           Tel-Aviv                                                                 Via the Magna system
 
Re:     Private issuance of Bonds (Series H) of the Company by way of the expansion of an existing series
 
The Company is honored to announce that on October 18, 2021, the Company's Board of Directors approved a private allocation to the investors that are enumerated in the First Addition to the Securities Law, 5728 – 1968 (hereinafter: "The qualified investors", "The offerees" and "The Securities Law", respectively) in a manner that does not constitute an offering to the public[1], of NIS 800,000,000 par value of Bonds (Series H) of the Company (hereinafter: "The private allocation" and "The additional Bonds (Series H)", respectively. Additional details regarding the private allocation are presented below:
1.      Within the framework of the process, the Company has received irrevocable commitments on the part of qualified investors for the purchase of Bonds (Series H) in an extent of approximately NIS 1.094 billion par value and with a monetary value of approximately NIS 1.18 billion, of which the Company has decided to respond positively to commitments in an extent of NIS 1.18 billion par value with a monetary value of NIS 864 million.
2.      The additional Bonds (Series H) will be allocated to offerees at a price of NIS 1.08 for each NIS 1 par value of Bonds (Series H) and for overall consideration of NIS 864 million (hereinafter: "The consideration from the issue").
3.      The Company intends to make use of part of the monies from the consideration for the issue for the repayment of the balance of short-term credit facilities, which have been used by the Company for the purpose of payment for the acquisition of the logistical park in Tzrifin[2], such that after the execution of the repayment, the Company will stand with unutilized credit facility in a monetary extent of approximately NIS 1.2 billion. The balance of the consideration from the issue will be used by the Company for its operating activities.
4.      The Bonds (Series H) were offered to the public initially pursuant to a shelf offering report dated February 16, 2021[3], under the force of a shelf prospectus, which was published on May 15, 2019 and which bore the date May 16, 2019, in which the period for offering securities pursuant to it was extended until May 15, 2022[4] (hereinafter: "The Bonds (Series H), which were offered originally" and "The shelf offering report", respectively). Prior to the execution of the private allocation, the quantity of the Bonds (Series H) that was in circulation amounted to NIS 450,000,000 par value of Bonds (Series H) and after the private allocation, the quantity of the Bonds (Series H) that will be listed for trading will amount to NIS 1,250,000,000 par value of Bonds (Series H).
 
5.      The terms of the additional Bonds (Series H) are identical to the terms of the Bonds (Series H), which were issued initially and which were offered pursuant to the Trust Deed, which was attached to the shelf offering report and as were described there. The legal provisions regarding the additional Bonds (Series H) (at the time of their allocation) will be identical to the legal provisions regarding the Bonds (Series H), which were issued initially. The additional Bonds will be listed for trading on the Tel-Aviv Stock Exchange Ltd. (hereinafter: "The Stock Exchange") and as from the time of their allocation, they shall constitute one series for all intents and purposes, together with the Bonds (Series H), which were issued initially. The additional Bonds shall have an equal security ranking, pari-passu, between each other and between them and the Bonds (Series H), which were issued initially, without a senior or preferential right for one over the other.
6.      The additional Bonds will be registered in the name of the Registration Company of Bank Hapoalim Ltd. in the Company's register of securities.
7.      See the shelf offering report and the Trust Deed, which was executed and signed on February 16, 2021, between the Company and Reznik Paz Trusts Ltd. (hereinafter: "The Trustee"), which was attached as Appendix A to the shelf offering report (above and hereinafter: "The Trust Deed"), which is presented in this report by way of referral, for details regarding the Bonds (Series H), their terms and the timings of the payments in respect of them.
8.      The adjusted value of the Bonds (Series H) is 103.25 agorot for each NIS 1 par value of Bonds (Series H) as at October 18, 2021. Accordingly, since the price for NIS 1 par value of the additional Bonds (Series H) is NIS 1.08, as mentioned above, in the private allocation, which is higher than the adjusted value of the Bonds (Series H), the additional Bonds will be issued without any discount.
9.      The private allocation pursuant to this report requires the receipt of the following approvals (hereinafter: "The approvals that are required"):
9.1    The Stock Exchange's approval for the listing of the additional Bonds (Series H), which will be allocated to the offerees within the framework of the private allocation, for trading;
9.2    Standard & Poors Ma'alot Ltd.'s approval for the granting of a rating of ilAA for the additional Bonds (Series H), which will be issued by means of the expansion of the series of Bonds (Series H); 
9.3    Midroog Ltd.'s approval for the granting of a rating of Aa2.il for the additional Bonds (Series H), which will be issued by means of the expansion of the series of Bonds (Series H).
The additional Bonds (Series H) will be allocated to offerees shortly after the receipt of the approvals that are required. It should be mentioned that pursuant to the irrevocable offering document, which was submitted to the Company by the offerees in connection with the private allocation, it was determined that the private allocation will not be executed if the abovementioned approvals are not received by November 7, 2021.
 
 
10.    The Company meets the conditions for the expansion of the series, pursuant to the provisions of Section 3.6 of the Trust Deed (apart from the Rating Company's approval, as mentioned above, which will be published upon its receipt) and it will furnish all of the approvals as required to the Trustee pursuant to the Trust Deed.
 
11.    The restrictions on resale (lock-up provisions) pursuant to Section 15C of the Securities Law and pursuant to the Securities Regulations (Details regarding Sections 15A to 15C of the Law), 5760 – 2000, will apply to the additional Bonds (Series H).
 
Yours sincerely,
 
Amot Investments Ltd.
Signed by:        Yehudit Zynger, Deputy Chief Executive Officer and Chief Financial Officer
And Osnat Hochman-Gerhard, Legal Counsel
 
 
[1]          Within the definition of that term in the Securities Law.
[2]          See the immediate reports, which the Company published on September 12, 2021, September 14, 2021 and October 3, 2021 (Document Numbers: 2021-01-077848, 2021-01-150027 and 2021-01-078895, respectively)
[3]          Document Number: 2021-01-018696
[4]          See the Company's immediate report of May 6, 2021 (Document Number: 2021-01-079635).