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Unitronics

Share Issue/Capital Change May 18, 2016

7101_iss_2016-05-18_774670cb-ebea-405a-b771-8ba83f5688a9.pdf

Share Issue/Capital Change

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UNITRONICS (1989) (R"G) LTD.

PRESS RELEASE Airport City, Israel May 18 , 2016

***Regulated Information*** ***For Immediate Release***

An immediate report concerning a change in the Company's Securities and Registers

Airport City, Israel – May 18, 2016 – Unitronics published the attached Immediate Report pursuant to the requirements of Israeli law, in connection with changes to the Company's securities and registers.

About Unitronics

Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Systems Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and forty distributors (and a wholly owned US subsidiary) in approximately fifty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.

This press release contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks and other factors which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended.

Unitronics (1989) (R"G) Ltd. (the "Company")

Re: An immediate report concerning a change in the Company's Securities and Registers

Pursuant to regulations 31(a), 31(b1) and 31E to the Israeli Securities Regulations (Periodic and Immediate Reports), 5730 – 1970

  1. Status of securities of the corporation following the change:
Name and Type of Number of Amount of Issued and paid up capital
security Security on the shares in the registered under a
Stock registered Amount in last Current registration
Exchange capital report amount company
Ordinary Shares as 1083831 100,000,000 11,678,504 15,428,504 11,644,509
detailed below
Ordinary shares listed for 1083831 100,000,000 7,894,509 11,644,509 11,644,509
trade on the Tel-Aviv
Stock Exchange
Ordinary shares listed for 1083831 100,000,000 3,783,995 3,783,995 0
trade on the Euronext
Stock Exchange in
Brussels
Unitronics Debentures 1127620 0 39,843,750 39,843,750 39,843,750
Series 4
Unitronics Debentures 1133453 0 36,000,000 36,000,000 36,000,000
Series 5
  1. The corporation advises that on 18/05/2016:

There was a change in the quantity and registration of the shareholders of the corporation as a result of: Description of the change:

Exceptional private allocation of 3,750,000 ordinary shares of NIS 0.02 par value each of the Company to the FIMI Fund (through the Mizrahi Tefahot Nominees Company Ltd.), as part of the completion of the investment transaction of the FIMI Fund.

1

_________

Name of the registered holder in respect of which the change occurred: Mizrahi Tefahot Nominees Company Ltd.

Identification number type: Registrar of Companies company number: 510422249

Nature of change: Private placement

Date of change: 18/05/2016 Executed through the Stock Exchange Clearing House: Yes

Type and name of security in which the change occurred: Ordinary shares

Security stock exchange number: 1083831

Amount of the change: 3,750,000

Balance of holder's securities following the change: 11,644,509

Security fully paid and consideration has been received in full.

  1. The main details of the shareholders register as of the reporting date are as follows:
No. Registered
shareholder
name
Identification
number type
Identification
number
Security
stock
exchange
number
Security
type and
par value
Amount of
securities
Holder of
shares as
Trustee
1
    1. Attached is a register of shareholders in accordance with Section 130 of the Companies Law 1999.
    1. Attached is an updated file of registered securities of the corporation, including a register of option holders and debenture holders.

Respectfully,

Unitronics (1989) (R"G) Ltd.

Unitronics (1989) (R"G) Ltd. Register of shareholders

Issued Shares

Number of
share
certificate
Name of
shareholder(1)
ID No. /
Company
No.
Address Class of
share
Nominal
value
(NIS)
Amount of
shares
From
number
To Number
(inclusive)
Date of
issuance /
transfer
Date of
certificate
Remarks(2)
Interprofessionelle 959999996 Brussels, Ordinary 0.02 8,426,694 28.10.1999
CIK
Interprofessionelle
CIK
959999996 Belgium
Brussels,
Belgium
Ordinary 0.02 437,638 17.01.2001 Issuance
Interprofessionelle
CIK
959999996 Brussels,
Belgium
Ordinary 0.02 109,410 29.01.2003 Issuance
Interprofessionelle
CIK
959999996 Brussels,
Belgium
Ordinary 0.02 1,902,748 18.12.2003 Issuance
Interprofessionelle
CIK
959999996 Brussels,
Belgium
Ordinary 0.02 (1,000,000) 12.04.2005 Transfer
Interprofessionelle
CIK
959999996 Brussels,
Belgium
Ordinary 0.02 (6,092,495) 7.3.2016 Transfer
Mizrahi Tefahot
Nominees
Company Ltd.
510422249 Jabotinsky 7,
Ramat-Gan
Ordinary 0.02 1,801,958 23.07.2015 Transfer
Mizrahi Tefahot
Nominees
Company Ltd.
510422249 Jabotinsky 7,
Ramat-Gan
Ordinary 0.02 6,092,495 14.03.2016 Transfer
Mizrahi Tefahot
Nominees
Company Ltd.
510422249 Jabotinsky 7,
Ramat-Gan
Ordinary 0.02 3,750,000 18.05.2016 Transfer
TOTAL 15,428,504

(1) If the company is traded in Israel, the registration company may be registered in the Register (see section 132(a) of the Israeli Companies Law).

Please note - a shareholder is entitled to be registered instead of the registration company (see section 132(b) of the Israeli Companies Law).

(2) Please mark "Issuance" or "Transfer" as the case may be.

In case of a trustee - please mark that the shares are held in trust.

Please mark the unpaid consideration due for the share.

Dormant Shares

Number of Class of share Nominal value Amount of From number To Number Date of purchase (on Remarks
share (NIS) shares (inclusive) which the shares
Ordinary 0.02 2,468 became dormant)
17/08//2005
Purchased by
the Company
Ordinary 0.02 990 18/08/2005 "
Ordinary 0.02 1,050 21/08/2005 "
Ordinary 0.02 500 22/08/2005 "
Ordinary 0.02 800 23/08/2005 "
Ordinary 0.02 14,000 30/08/2005 "
Ordinary 0.02 10,000 31/08/2005 "
Ordinary 0.02 12,954 01/09/2005 "
Ordinary 0.02 5,000 04/09/2005 "
Ordinary 0.02 4,000 07/09/2005 "
Ordinary 0.02 320 12/09/2005 "
Ordinary 0.02 400 13/09/2005 "
Ordinary 0.02 1,000 20/09//2005 "
Ordinary 0.02 1,000 22/09/2005 "
Ordinary 0.02 7,000 26/09/2005 "
Ordinary 0.02 1,265 27/09/2005 "
Ordinary 0.02 2,000 28/09/2005 "
Ordinary 0.02 3,778 21/11/2005 "
Ordinary 0.02 50,000 19/12/2005 "
Ordinary 0.02 3,000 05/01/2006 "
Ordinary 0.02 10,900 08/01/2006 "
Ordinary 0.02 420,000 30/11/2006 "
Ordinary 0.02 25,000 06/05/2007 "
Ordinary 0.02 35,544 7/11/2007 "
Ordinary 0.02 51,911 17/9/2008 "
Ordinary 0.02 34,981 9/12/2009 "
Ordinary 0.02 7,475 10/12/2009 "
Ordinary 0.02 11,619 23/12/2009 "
Ordinary 0.02 11,455 24/12/2009 "
Ordinary 0.02 11,678 27/12/2009 "
Ordinary 0.02 1,096 28/12/2009 "
Ordinary 0.02 9,907 30/12/2009 "
Ordinary 0.02 6,200 3/01/2010 "
Ordinary 0.02 32,757 5/01/2010 "
Ordinary 0.02 23,828 7/01/2010 "
Ordinary 0.02 5,700 10/01/2010 "
Ordinary 0.02 14,562 11/01/2010 "
Ordinary 0.02 12,704 12/01/2010 "
Ordinary 0.02 7,493 13/01/2010 "
Ordinary 0.02 10,470 14/01/2010 "
Ordinary 0.02 18,730 17/01/2010 "
Ordinary 0.02 25,023 19/01/2010 "
Ordinary 0.02 10.498 20/01/2010 "
Ordinary 0.02 11,098 26/01/210 "
Ordinary 0.02 71,500 1/02/2010 "
Ordinary 0.02 35,000 3/02/2010 "
Ordinary 0.02 13,000 7/02/2010 "
Ordinary 0.02 28,169 8/02/2010 "
Ordinary 0.02 45,998 10/03/2010 "
Ordinary 0.02 23,896 11/03/2010 "
Ordinary 0.02 36,580 15/03/2010 "
Ordinary 0.02 17,871 16/03/2010 "
Ordinary 0.02 24,000 18/03/2010 "
Ordinary 0.02 2,000 23/03/2010 "
Ordinary 0.02 13,000 26/03/2010 "
Ordinary 0.02 26,000 27/04/201 "
Ordinary 0.02 8,000 28/04/2010 "
Ordinary 0.02 7,200 10/05//2010 "
Ordinary 0.02 10,000 12/05/2010 "
Ordinary 0.02 3,320 24/05/2010 "
Ordinary 0.02 11,900 27/05//2010 "
Ordinary 0.02 2,100 31/05/2010 "
Ordinary 0.02 29,663 14/06/2010 "
Ordinary 0.02 30,180 22/06/2010 "
Ordinary 0.02 18,400 24/06/2010 "
Ordinary 0.02 21,000 12/07/2010 "
Ordinary 0.02 1,100 26/07/2010 "
Ordinary 0.02 3,500 29/07/2010 "
Ordinary 0.02 60,585 4/08/2010 "
Ordinary 0.02 20,000 14/11/2010 "
Ordinary 0.02 34,300 13/12/2010 "
Ordinary 0.02 16,718 13/01/2011 "
Ordinary 0.02 9,105 31/01/2011 "
Ordinary 0.02 13,425 14/0
4/2011
"
Ordinary 0.02 45,290 27/11/2012 "
Ordinary
Ordinary
0.02
0.02
1,620
5,640
30/07/2012
31/07/2012
"
"
Ordinary 0.02 961 23/072012 "
Ordinary 0.02 3,314 15/07/2012 "
Ordinary 0.02 18,000 28/04/2011 "
Ordinary 0.02 6,233 21/04/2011 "

Name: Bareket Shani Office: Director Signature: _________________ Date: 18.5.2016

Material Shareholders

Name of
Shareholder
Class of share Nominal value
(NIS)
Amount of
shares
Holding's
Percentage (1)
Date of becoming
a Material
Shareholder
Date on which
the shareholder
ceased being a
Material
Shareholder
Remarks(2)
Haim Shani Ordinary 0.02 3,014,551
*
9.8.89
Unitronics
(1989)(R"G) Ltd.
Ordinary 0.02 1,676,192
FIMI Fund (by
FIMI Five 2012
Ltd.)
**
Ordinary 0.02 6,875,000 18.5.2016

* This shares include 446,429 shares of the company held in trust. For more details see the General Meeting convening report from May 2, 2016, Reference No. 2016-01-057655

  • ** Fimi Fund (through FIMI five 2012 Ltd. Registration Number 514794924), is the general partner in two limited partnerships that holds shares directly in the company: FIMI Opportunity Five (Delaware), LP (Registration Number 530246974) holds 3,242,044 common shares of the Company; and FIMI Israel Opportunity Five limited partnership (Registration number 550246771) holds 3,632,956 common shares of the Company.
  • (1) If there is a difference between the percentage of equity holdings and percentage of voting, please mark both data.
  • (2) Please attach reports, which the Company received pursuant to the Israeli Securities Law, regarding the holdings of a material shareholder.

Name: Bareket Shani Office: Director Signature: _________________ Date: 18.5.2016

Unitronics (1989) (R"G) Ltd. Register of debentures' holders

Number of
debenture
Name of
debenture
holder
ID No. /
Company
No.
Address Class of
debenture
Nominal
value (NIS)
Date of
issuance
Date of
validity
Interest Remarks
(Series 4)
Certificate
no' 1
The
Registration
Company
of Bank
Leumi
Ltd.
51-009806-4 Yehuda
HaLevi 34
St.
Tel Aviv,
Israel
Ordinary NIS
53,125,000
Par value
NIS
46,484,375
Par value
remained
28.1.13 31.1.20 5.4% per
anum
(linked to
the Israeli
CPI)
Debentures registered for trade on the Tel Aviv Stock
Exchange Pursuant to the Shelf Offer Report of the
Company dated January 24th, 2013, published pursuant to a
Shelf Prospectus dated February 23rd, 2011, as amended on
March 17th, 2011 and on January 20th, 2013. The
Debentures principal will be payable in six unequal annual
installments, on January 31st, in each of the years 2015 to
2020 (inclusive), as follows: The first payment equal to
12.5% of the principal, will be paid on January 31st, 2015;
The second payment equal to 12.5% of the principal, will be
paid on January 31st, 2016; The third payment equal to
12.5% of the principal, will be paid on January 31st, 2017;
The fourth payment equal to 20.5% of the principal, will be
paid on January 31st, 2018; The fifth payment equal to 21%
of the principal, will be paid on January 31st
, 2019; The
sixth payment equal to 21% of the principal, will be paid on
January 31st, 2020.
The debentures
are linked to the Israeli CPI
bear annual
interest at the rate of 5.4% payable in semi-annual
installments on January 31st, and July 31st, of each of the
years 2013 to 2020 (inclusive), as from July 31st, 2013.
On February 1, 2015
the first payment
out of six payments
for this series had been executed.
This certificate was canceled on July 23, 2015 following the
cessation of operations of The
Registration
Company
of
Bank
Leumi
Ltd.
(Series 4)
Certificate
no' 2
Mizrahi
Tefahot
Nominees
Company
Ltd.
510422249 Jabotinsky
7, Ramat
Gan
Ordinary NIS
46,484,375
Par value
NIS
39,843,750
Par value
remained
23.7.15 31.1.20 5.4% per
anum
(linked to
the Israeli
CPI)
This certificate was issued
on July 23, 2015
instead of
Certificate No. 1 of debentures (Series 4)
following the
cessation of operations of The
Registration
Company
of
Bank
Leumi
Ltd.
On January 31, 2016
the second payment
out of six
payments for this series had been executed.
(Series 5) The 51-009806-4 Yehuda Ordinary NIS 14.9.14 31.8.23 5.8% per Debentures registered for trade on the Tel Aviv Stock
Certificate Registration HaLevi 34 40,000,000 anum Exchange Pursuant to the Shelf Offer Report of the
no' 1 Company St. Par value Company dated September
10th, 2014, published pursuant
of Bank Tel Aviv, to a Shelf Prospectus dated August
20, 2014. The
Leumi Israel Debentures principal will be payable in nine
unequal annual
Ltd. installments, on August
31st, in each of the years 2015 to
2023
(inclusive), as follows: Two
payments
equal to 10% of
the principal, will be paid on
August 31st, in
each of the
years, 2015
to 2016 (inclusive); Four
payments
equal to 5%
of the principal, will be paid on
August 31st, in
each of the
years, 2017 to 2020 (inclusive); Three
payments
equal to
20% of the principal, will be paid on
August 31st, in
each of
the years, 2021 to 2013 (inclusive).
The debentures
are unlinked and
bear annual interest at the
rate of 5.8% payable
in semi-annual installments on
February 28th, and August
31st, of each of the years 2015
to 2023
(inclusive), as from February
28th, 2015, Apart
place on March 1st
from the first payment
which will take
,
2015.
This certificate was canceled on July 23, 2015 following the
cessation of operations of The
Registration
Company
of
Bank
Leumi
Ltd.
(Series 5) Mizrahi 510422249 Jabotinsky Ordinary NIS 23.7.15 31.8.23 5.8% per This certificate was issued
on July 23, 2015
instead of
Certificate Tefahot 7, Ramat 40,000,000 anum Certificate No. 1 of debentures (Series 5)
following the
no' 2 Nominees Gan Par value cessation of operations of The
Registration
Company
of
Company Bank
Leumi
Ltd.
Ltd. NIS
36,000,000 On August 31, 2015
the first payment
out of nine payments
Par value for this series had been executed.
remained

Name: Bareket Shani Office: Director Signature: _________________ Date: 18.5.2016

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