Share Issue/Capital Change • May 18, 2016
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***
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.
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.
Pursuant to regulations 31(a), 31(b1) and 31E to the Israeli Securities Regulations (Periodic and Immediate Reports), 5730 – 1970
| 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 |
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.
| 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 |
Respectfully,
| 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.
| 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
| 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
Name: Bareket Shani Office: Director Signature: _________________ Date: 18.5.2016
| 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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