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Unitronics

Share Issue/Capital Change Feb 1, 2015

7101_iss_2015-02-01_0273925e-bd13-4d45-8684-a3871bd55d5a.PDF

Share Issue/Capital Change

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UNITRONICS (1989) (R"G) LTD.

PRESS RELEASE Airport City, Israel February 1st , 2015

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

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

Airport City, Israel – February 1 st, 2015 – 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. On February 1st, 2015, the amounts of securities and the Company's securities register were changed as follows:

Essence of change: First payment out of six payments of Debentures (series 4). The registered holder for whom the change has occurred: The Registration Company of Bank Leumi Ltd. Type of identification: Company number in Israeli Registrar of Companies. Company Register No.: 51-009806-4 Date of change: 1/2/2015. Performed by the clearing-house of the Tel Aviv Stock Exchange: Yes. Name and Type of Securities in which the change has occurred: Debentures (series 4). Trade Number of the securities on the Stock Exchange: 1127620 Amount of change: 6,640,625 Amount of such securities held by Holder after the change: 46,484,375

First payment out of six payments of the above Debentures (series 4) has been fully paid for.

  • Name and Type of security Number of Security on the Stock Exchange Amount of shares in the registered capital Amount in last report Current amount Amount registered under a registration company Ordinary Shares as detailed below 1083831 100,000,000 11,678,504 11,678,504 1,801,958 Ordinary shares listed for trade on the Tel-Aviv Stock Exchange 1083831 100,000,000 1,801,958 1,801,958 1,801,958 Ordinary shares listed for trade on the Euronext Stock Exchange in Brussels 1083831 100,000,000 9,876,490 9,876,490 Unitronics Unit.B4 (Debentures (Series 4)) 1127620 0 53,125,000 46,484,375 6,640,625 Unitronics Unit.B5 (Debentures (Series 5)) 1133453 0 40,000,000 40,000,000 40,000,000
    1. Status of the Company's securities following the change:

Attached are the Company's Shareholders, Option Deeds and Debentures Holders Registers.

Respectfully, Unitronics (1989) (R"G) Ltd.

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

Issued Shares

Number
of share
Name of
1)
shareholder(
ID No. /
Company
Address Class of
share
Nominal
value
Amount of
shares
From
number
To
Number
Date of
issuance /
Date of
certificate
Remarks(
2)
certificate No. (NIS) (inclusive) transfer
Haim Shani 056548142 Bazelet 20, Ordinary 0.02 6 28.10.99
Shoham Israel
Interprofessionelle 959999996 Brussels, Ordinary 0.02 8,426,694 28.10.99
CIK Belgium
Interprofessionelle 959999996 Brussels, Ordinary 0.02 437,638 17.01.01 Issuance
CIK Belgium
Corpus Colossum 51-309554-7 Bazelet 20, Ordinary 0.02 50 27.03.01 Transfer
Ltd Shoham Israel
Interprofessionelle 959999996 Brussels, Ordinary 0.02 109,410 29.01.03 Issuance
CIK Belgium
Interprofessionelle 959999996 Brussels, Ordinary 0.02 1,902,748 18.12.03 Issuance
CIK Belgium
Interprofessionelle 959999996 Brussels, Ordinary 0.02 (1,000,000) 12.04.05 Transfer
CIK Belgium
The Registration 51-009806-4 Yehuda HaLevi Ordinary 0.02 800,000 20.05.04 Issuance
Company of Bank 32 St. Tel
Leumi Ltd. Aviv, Israel
The Registration 51-009806-4 Yehuda HaLevi Ordinary 0.02 1,000,000 12.04.05 Transfer
Company of Bank 32 St. Tel
Leumi Ltd. Aviv, Israel
The Registration 51-009806-4 Yehuda HaLevi Ordinary 0.02 1,958 22.4.10 Issuance
Company of Bank 32 St. Tel
Leumi Ltd. Aviv, Israel
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.

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 13/0
1/2011
"
Ordinary 0.02 9,105 31/01/2011 "
Ordinary 0.02 13,425 14/0
4/2011
"
Name: Gavriel Badusa Office: CFO Signature: _____ Date: 1.2.2015
Total 1,676,192
Ordinary 0.02 25,470 12/12/2012 "
Ordinary 0.02 45,290 27/11/2012 "
Ordinary 0.02 5,640 31/07/2012 "
Ordinary 0.02 1,620 30/07/2012 "
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 "

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)
Interprofessionelle
CIK
Ordinary 0.02 9,876,490 28.10.99
Haim Shani Ordinary 0.02 6,139,551* 9.8.89
The Registration
Company of Bank
Leumi Ltd.
Ordinary 0.02 1,801,958 22.4.10
Unitronics
(1989)(R"G) Ltd.
Ordinary 0.02 1,676,192
Hammer Gruppen
APS
Ordinary 0.02 685,121 1.11.2013

* These shares include the shares registered for trading on the Tel Aviv Stock Exchange, which are held by Mr. Haim Shani, as well as the shares held by Corpus Colossum Ltd., whose controlling shareholder is Mr. Haim Shani.

(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: Gavriel Badusa Office: CFO Signature: _________________ Date: 1.2.2015

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
46,484,325
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
March 17th, 2011 and on
January 20th
amended on
,
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
(inclusive), as from July 31st
the years 2013
to 2020
,
2013.
On February 1, 2015
the first 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
of Bank Tel Aviv, pursuant to a Shelf Prospectus dated August
20, 2014.
Leumi Israel The Debentures principal will be payable in nine
Ltd. unequal annual 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 from
the first payment
which will take
place on
March 1st, 2015.

Name: Gavriel Badusa Office: CFO Signature: _________________ Date: 1.2.2015

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