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Unitronics

Share Issue/Capital Change Sep 14, 2014

7101_iss_2014-09-14_8b8c6db5-cc60-476b-9197-e610b2b1f16c.pdf

Share Issue/Capital Change

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UNITRONICS (1989) (R"G) LTD.

PRESS RELEASE Airport City, Israel September 14th, 2014

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

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

Airport City, Israel – September 14th, 2014 – 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 September 11th, 2014, the amounts of securities and the Company's securities register were changed as follows:

Essence of change: issuance of Debentures (series 5). 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: 14/09/2014. 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 5). Trade Number of the securities on the Stock Exchange: 1133453 Amount of change: 0404440444 Amount of such securities held by Holder after the change: 0404440444

The above Debentures (series 5) are fully outstanding, and have been fully paid for.

  1. Status of the Company's securities following the change:
Name and Type of Number of Amount of Amount in last Current Amount
security Security on the shares in the report amount registered
Stock registered under a
Exchange capital registration
company
Ordinary Shares as 1083831 100,000,000 11,678,504 11,678,504 1,801,958
detailed below
Ordinary shares listed 1083831 100,000,000 1,801,958 1,801,958 1,801,958
for trade on the Tel
Aviv Stock Exchange
Ordinary shares listed 1083831 100,000,000 ,04,600,4 ,04,600,4
for trade on the
Euronext Stock
Exchange in Brussels
Unitronics Unit.B3 1123165 0 33,865,200 33,865,200 33,865,200
(Debentures (Series
3))
Unitronics Unit.B4 1127620 0 53,125,000 53,125,000 53,125,000
(Debentures (Series
4))
Unitronics Unit.B5 1133453 0 0 40,000,000 40,000,000
(Debentures (Series
5))

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: Bareket Shani Office: Director Signature: _____ Date: 3.12.2013
Total 1,676,192
Ordinary 0.02 25,470 12/12/2012 "
Ordinary 0.02 45,290 27/11/2012 "
Ordinary 4040 5,640 31/07/2012 "
Ordinary 4040 1,620 30/07/2012 "
Ordinary 4040 961 0104,0430 "
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.

  • ** The Company first learned about the holdings of the interest party following a voting letter sent by the interest party to the Company for Annual and Special Meeting of shareholders of the Company dated 09/12/2013 (the " General Meeting " ) . As appears from the documents that attached to the voting of the interested party in order to prove the ownership of shares in the company as of the record date for participation in the General Meeting , that is as of 01.11.2013 , the interested party held at -685,121 ordinary 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: 03.12.2013
--------------------- ------------------ --------------------------- ------------------

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 1)
Certificate
no' 1
The
Registration
Company
of Bank
Leumi
Ltd.
51-009806-4 Yehuda
HaLevi 34
St.
Tel Aviv,
Israel
Convertible NIS
17,500,000
nominal
value
20.5.05 23.5.10 Variable
interest at
a LIBOR
rate plus
2.5%
Debentures registered for trade on the Tel Aviv
Stock Exchange pursuant to the Company's
prospectus, dated 12.5.04, payable (principal) in 4
equal annual installments, on May 23rd of each of
the years 2007 to 2010 (inclusive), linked
(principal and interest) to the representative rate of
exchange of the US Dollar, and bearing interest as
detailed in the 2004 prospectus. The debentures
may be converted into Ordinary Shares on any
trading day beginning on the date of their
registration for trade on the Tel Aviv Stock
Exchange, and until May 9th, 2010 (inclusive),
except for the 10th to 23rd days of May of each of
the years 2007 to 2009, such that each unpaid NIS
9.00 nominal value of debenture (Series 1) may be
converted into one Ordinary Share of the
Company (as detailed in the 2004 prospectus).
On May 23, 2008 the second payment for the
debentures had been executed. This certificate was
cancelled on January 19, 2009, following
Company purchase on January 8, 2009, of
300,000 Debentures (Series 1) at a price of NIS
0.009065 and
an aggregate of approximately NIS
272 thousands.
(Series 1)
Certificate
no' 2
The
Registration
Company
of Bank
Leumi
Ltd.
51-009806-4 Yehuda
HaLevi 34
St. Tel
Aviv,
Israel
Convertible NIS
8,600,000
Nominal
value
19.01.09 23.5.10 Variable
interest at
a LIBOR
rate plus
2.5%
On May 24, 2009 the third payment for the
debentures had been executed. On May 23, 2010
the fourth and last payment for the debentures had
been executed. Following such payment, this
certificate was cancelled on May 23, 2010.
(Series 2)
Certificate
no' 1
The
Registration
Company
of Bank
Leumi
Ltd.
51-009806-4 Yehuda
HaLevi 34
St.
Tel Aviv,
Israel
Ordinary NIS
34,000,000
Nominal
Value
27.8.06 25.8.13 6.1% per
annum
Debentures registered for trade on the Tel Aviv
Stock Exchange pursuant
to the Company's
prospectus, dated 16.8.06, payable (principal) in 5
equal annual installments, on August 25th of each
of the years 2009 to 2013 (inclusive), linked
(principal and interest) to the Consumer Price
Index (as detailed in Section 2.7.5 of the
Prospectus), bears a 6.1% interest rate, payable
twice a year on February 25th and on August 25th
of each of the years 2007 to 2013.
This certificate was cancelled on January 19,
2009, following Company purchase on January 8,
2009, of 7,100,000 Debentures (Series 2) at a
price of NIS 0.007445 and an aggregate of
approximately NIS 5,286 thousands.
(Series 2)
Certificate
no' 2
The
Registration
Company
of Bank
Leumi
Ltd.
51
-009806
-
4
Yehuda
HaLevi 34
St.
Tel Aviv,
Israel
Ordinary NIS
5,380,000
Nominal
Value
On August
25th 2013
5,380,000
Nominal
Value has
been paid, 0
Nominal
Value
remained
19.01.09 25.8.13 6.1% per
annum
On August 25, 2009 the first payment for this series
had been executed.
On August 25, 2010 the second payment for this
series had been executed.
On August 25, 2011 the third payment for this series
had been executed.
On August 26, 2012 the fourth payment for this
series had been executed.
On August 25, 2013 the fifth and last payment for
this series had been executed
This certificate was cancelled on August 25, 2013
following the last payment.
(Series
3
)
Certificate
no'
1
The
Registration
Company
of Bank
Leumi
Ltd.
51
-009806
-
4
Yehuda
HaLevi 34
St.
Tel Aviv,
Israel
Ordinary NIS
33
,865
,200
Par value
23.3.11 23.3.17 5.65% per
anum
Debentures
registered for trade on the Tel Aviv Stock
Exchange Pursuant to the Shelf Offer Report of the
Company dated March 22nd, 2011, published
pursuant to a Shelf Prospectus dated February 23rd,
2011, that was amended at March 17th, 2011. The
Debentures principal will be payable in five equal
annual installments, held on March 23rd, in each of
the years 2013 to 2017 (inclusive), linked to the
Israeli Consumer Price Index as detailed in section 7
to the Shelf Offer Report. The debentures bears
annual interest rate
of 5.65 payable in semi
-annual
installments on March 23rd, and September 23rd, of
each of the years 2011 to 2017 (inclusive), as from
September 2011
On March
2
4, 2013
the first payment for this series
had been executed
On March
2
3, 2014
the second
payment
for this
series had been executed
(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
28.1.13 31.1.20 5.
4% per
anum
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
,
March 17th, 2011 and on
2011, as amended 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 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 201
3
to 2020
(inclusive), as from July 31st
,
201
3
(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,
Leumi Israel 2014. The Debentures principal will be payable in
Ltd. nine
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 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: 14.09.2014

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