Share Issue/Capital Change • Mar 14, 2016
Share Issue/Capital Change
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UNITRONICS (1989) (R"G) LTD.
PRESS RELEASE Airport City, Israel March 14 , 2016
***Regulated Information*** ***For Immediate Release***
Airport City, Israel – March 14, 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
The registered holder for whom the change has occurred: Haim Shani Type of identification: Israeli I.D. I.D. No.: 056548142 Essence of change: see below in 'other' Date of change: March 14, 2016 Performed by the clearing-house of the Tel Aviv Stock Exchange: No. Name and Type of Securities in which the change has occurred: Ordinary Shares. Trade Number of the securities on the Stock Exchange: 1083831 Amount of change: -6,092,551 Amount of such securities held by Holder after the change: 0
□ The security fully paid and the consideration fully received by the company
□ The security fully paid but the consideration didn't fully received by the company
■ Other: Transfer of shares in the name held by Mr. Haim Shani, the controlling shareholder of the company, to Mizrahi Tefahot Nominees Company Ltd., without any change in the Company's issued share capital and/or in Mr. Shani's holdings.
The registered holder for whom the change has occurred: Mizrahi Tefahot Nominees Company Ltd. Type of identification: Company Number. No.: 510422249 Essence of change: see below in 'other' Date of change: March 14, 2016 Performed by the clearing-house of the Tel Aviv Stock Exchange: No. Name and Type of Securities in which the change has occurred: Ordinary Shares. Trade Number of the securities on the Stock Exchange: 1083831 Amount of change: 6,092,551 Amount of such securities held by Holder after the change: 7,894,509
□ The security fully paid and the consideration fully received by the company
□ The security fully paid but the consideration didn't fully received by the company
■ Other: Transfer of shares in the name held by Mr. Haim Shani, the controlling shareholder of the company, to Mizrahi Tefahot Nominees Company Ltd., without any change in the Company's issued share capital and/or in Mr. Shani's holdings.
| Name and Type of | Number of | Amount of | Amount in last | Current | Amount |
|---|---|---|---|---|---|
| security | Security on the | shares in the | report | amount | registered under a |
| Stock | registered | registration | |||
| Exchange | capital | company | |||
| Ordinary Shares as | 1083831 | 100,000,000 | 11,678,504 | 11,678,504 | 7,894,509 |
| detailed below | |||||
| Ordinary shares listed for | 1083831 | 100,000,000 | 1,801,958 | 7,894,509 | 7,894,509 |
| trade on the Tel-Aviv | |||||
| Stock Exchange | |||||
| Ordinary shares listed for | 1083831 | 100,000,000 | 3,783,995 | 3,783,995 | |
| trade on the Euronext | |||||
| Stock Exchange in | |||||
| Brussels | |||||
| Shares registered in the | 1083831 | 100,000,000 | 6,092,551 | 0 | |
| name of Haim Shani | |||||
| Unitronics Unit.B4 | 1127620 | 0 | 39,843,750 | 39,843,750 | 39,843,750 |
| (Debentures (Series 4)) | |||||
| Unitronics Unit.B5 | 1133453 | 0 | 36,000,000 | 36,000,000 | 36,000,000 |
| (Debentures (Series 5)) |
Attached are the Company's Shareholders, Option Deeds and Debentures Holders Registers.
Respectfully, Unitronics (1989) (R"G) Ltd.
| Number of share |
Name of shareholder(1) |
ID No. / Company |
Address | Class of share |
Nominal value |
Amount of shares |
From number |
To Number (inclusive) |
Date of issuance / |
Date of certificate |
Remarks(2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| certificate | No. | (NIS) | transfer | ||||||||
| Interprofessionelle | 959999996 | Brussels, | Ordinary | 0.02 | 8,426,694 | 28.10.1999 | |||||
| CIK | Belgium | ||||||||||
| Interprofessionelle | 959999996 | Brussels, | Ordinary | 0.02 | 437,638 | 17.01.2001 | Issuance | ||||
| CIK | Belgium | ||||||||||
| Interprofessionelle | 959999996 | Brussels, | Ordinary | 0.02 | 109,410 | 29.01.2003 | Issuance | ||||
| CIK | Belgium | ||||||||||
| Interprofessionelle | 959999996 | Brussels, | Ordinary | 0.02 | 1,902,748 | 18.12.2003 | Issuance | ||||
| CIK | Belgium | ||||||||||
| Interprofessionelle | 959999996 | Brussels, | Ordinary | 0.02 | (1,000,000) | 12.04.2005 | Transfer | ||||
| CIK | Belgium | ||||||||||
| Interprofessionelle | 959999996 | Brussels, | Ordinary | 0.02 | (6,092,495) | 7.3.2016 | Transfer | ||||
| CIK | Belgium | ||||||||||
| Mizrahi Tefahot | 510422249 | Jabotinsky 7, | Ordinary | 0.02 | 1,801,958 | 23.07.2015 | Transfer | ||||
| Nominees | Ramat-Gan | ||||||||||
| Company Ltd. | |||||||||||
| Mizrahi Tefahot | 510422249 | Jabotinsky 7, | Ordinary | 0.02 | 6,092,495 | 14.03.2016 | Transfer | ||||
| Nominees | Ramat-Gan | ||||||||||
| Company Ltd. | |||||||||||
| TOTAL | 11,678,504 |
(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 | 14/01/201 0 |
" |
| 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: 14.3.2016
| 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) |
|---|---|---|---|---|---|---|---|
| Interprofessionelle CIK |
Ordinary | 0.02 | 3,783,995 | 28.10.99 | |||
| Haim Shani | Ordinary | 0.02 | 6,139,551 | 9.8.89 | |||
| Mizrahi Tefahot Nominees Company Ltd. |
Ordinary | 0.02 | 7,894,509 | 23.7.15 | |||
| Unitronics (1989)(R"G) Ltd. |
Ordinary | 0.02 | 1,676,192 | ||||
| Hammer Gruppen APS |
Ordinary | 0.02 | 685,121 | 1.11.2013 |
(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: 14.3.2016
| 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 20 th, 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: 14.3.2016
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