Share Issue/Capital Change • Sep 14, 2014
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***
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.
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
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.
| 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.
| 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.
| 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 | " |
| 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.
(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 |
|---|---|---|---|
| --------------------- | ------------------ | --------------------------- | ------------------ |
| 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 |
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| place on March 1st, 2015. |
Name: Gavriel Badusa Office: CFO Signature: _______________ Date: 14.09.2014
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