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Mivne Real Estate (K.D.) Ltd.

Quarterly Report Aug 24, 2023

6930_rns_2023-08-24_98167486-96bf-42d5-ae97-54d67f58ce6e.pdf

Quarterly Report

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Mivne Real Estate (K.D) Ltd.

)"The company"(

Report of the Board of Directors on the State of Corporate Affairs

As of June 30, 2023

This is an English translation of the Hebrew consolidated Interim financial statements, that was published on August 16, 2023 (reference no.: 2023-01-094410) (hereafter: "the Hebrew Version").

This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

Mivne

Board of Directors' Report on the State of the Company's Affairs

June 30 2023 Quarterly Report

Overview 15,084 Total Investment Property
(Millions of NIS)
June 30 1,313 Of This, Real Estate Under
Construction
(Millions of NIS)
Cash-Generating Areas
(Thousands of m²) of which 1,647 are in
Israel.
2023 1,945
764 Land Reserves and Unused Rights
(Thousands of m²)
Projects under 7 Projects Under Construction and In
Development
construction 158 Scope
(Thousands of m²)
June 30
2023 1,146 Estimated Cost Balance
(Millions of NIS)
199-213 Expected NOI at Project Completion
(Millions of NIS)
For details see table under "concentrated data on projects
in stages of construction, planning and development" below.
Data from the
Consolidated
412 NOI
(Millions of NIS)
Increase of 13.1% compared to the
corresponding period last year
Statements 12.9% Same Properties NOI in Israel
Increase
compared to corresponding
period last year
1-6.23 302 FFO
(Millions of NIS)
Increase of 18.9% compared to the
corresponding period last year
8,010 Unrestricted Assets
(Millions of NIS) constituting 50% of the
total real estate
2.34% CPI-linked weighted debt interest
2,350 Cash and credit frameworks as of the
publication date of the Statements
(Millions of NIS)
93.5% Occupancy Rate in Israel

Report of the Board of Directors on the State of Corporate Affairs

For the Period Ending June 30 2023

The Board of Directors of Mivne Real Estate (K.D) Ltd. is honored to submit the Financial Statements of the Company and its subsidiaries ("the Company") for the period ending June 30 2023 ("The Reported Period" and the "Quarterly Financial Statements", as the case may be).

This report must be read in conjunction with the 2022 Periodic report published on March 21 2023 (reference no.: 2023-01-029304) (hereinafter: "the 2022 Periodic Report"), presented here by way of referral.

Business Environment

Description of the Company and its Business Environment

The Company is active in the field of cash-generating real estate and deals, by itself and through its investees, in varied real estate activity centering on Israel. For further details see Section 1.2 of the Report of corporate Business in the 2022 Periodic Report. The Company (including associates) owns some 1,945,000 m² of cash-generating space, of which 1,647,000 m² is in Israel. The Company has land reserves and unused rights to the amount of 764,000 m² and property under construction and planning to the amount of 846,000 m².

Towards the end of the second quarter of 2023 indications arose that inflation was flattening, which began increasing in the second quarter of 2022, among other things in light of the occurance of a number of economic and geopolitical events that influenced price levels around the world.

Therefore, a slight moderation was observed against the sharp increases in the consumer price index, with the CPI remaining unchanged toward the end of the second quarter of 2023. According to the macroeconomic forecast published by the Research Division of the Bank of Israel in July 20231 the inflation rate in Israel in the coming four quarters ending in the second quarter of 2024 is expected to amount to 3.0% and in 2024 as a whole it is expected to be 2.4%.

In an attempt to moderate the inflation rate, and following the interest rate increases of central banks in Europe and the United States, starting April 2022 the Bank of Israel has raised interest rates in Israel on a number of occasions, from a negligible rate to its current rate of 4.75%. According to Bank of Israel forecasts, the interest rate is expected to reach 4.75%-5% in the second quarter of 2024. The fair value of the Company's assets was determined, among other things, by use of capitalization rates for future cash flows in its properties including exposure to changes in capitalization rates, which are influenced among other things by longterm interest rates.

1 Sources of Information in this section:

The Research Division Macroeconomic Forecast, July 2023, is available on the Bank of Israel website Athttps://www.boi.org.il/publications/pressreleases/a10-07-23

Publication by the Bank of Israel, Financial Stability Report, First Half of 2023, August 2023: דוח-יציבות-מחצית-ראשונה-(il.org.boi (pdf2023.

In accordance with data from the Central Bureau of Statistics, in the second quarter of 2023 the Consumer Price Index rose by 1.36%. The CPI increase led to an increase in the Company's financing costs. Against this, the Company's cash-generating property in Israel, the current value of which is 11.7 billion NIS, is mostly rented in CPI-linked rental agreements, and the Company sees this as long-term inflationary protection. As a result, the increase in CPI has led to an increase in the Company's revenues from building rentals and an increase in the fair value of properties.

The Company determines the fair value of its properties by, inter alia, determining the discount rates used to discount future cash flow from such properties. The Company has exposure to changes in these discount rates, which are affected, inter alia, by the risk-free interest rate in the market. In this context note that the margin between the weighted capitalization rate and the weighted debt cost, and the Company's current marginal raising date is high.

Since the start of 2023 the Israeli government has been working to push forward legislative amendments intended to make changes to the Israeli judicial system. The proposed legislative amendments are highly controversial and have led to widespread public protests, and according to certain estimates they may impact the performance of the Israeli economy and its fortitude. The judicial reform was suspended for a certain period of time by the Government, but in the second quarter of the year the legislative proceedings were resumed, and on July 24 2023, in spite of widespread public protests, and amendment was passed to Basic Law: Judiciary, in which the judicial review of resolutions by the government, the Prime Minister and its ministers on the basis of reasonableness was revoked. According to the Financial Stability Report published by the Bank of Israel in August 20231 , developments pertaining to the proposed legislation have led to a significant increase in economic uncertainty in the Israeli economy and the accelerated development of negative sentiment in the markets. In light of the increased uncertainty, in its April 2023 forecast the Research Division published two scenarios: in the first, the dispute regarding the legislative amendments in the matter of the legal system is ultimately resolved in a manner that does not impact economic activity on a prospective basis; the second scenario refers to the possible economic implications to the degree that legislative and institutional changes will be accompanied by an increase in the State's risk premium, by a negative impact on exports, and by a drop in local investments and in the demand for private consumption. On July 25 2023 and on July 27 2023 the two rating companies Moody's and S&P, respectively, issued unusual announcements. In their announcements, they noted the negative developments derived from the progress in legislation for the judicial system, which was accompanied by increased uncertainty pertaining to the Israeli economy. Moody's also presented the second scenario presented above, reflecting an approach according to which the probability this scenario would be realized has increased.

The business and economic environment described above also has an impact on the cashgenerating real estate industry in Israel in which the Company is active, and from early 2023 a certain slowdown has been felt in demand as well as an extension of the negotiation stage for closing rental agreements in the office areas, while the other segments, commercial industry and logistics, remained stable with a tendency toward a slight increase.

The Company cannot estimate the future impact, if any, of all of the above factors, on the real estate industry in Israel in general, and on the Company's activity in particular. The Company estimates that its financial robustness, diversification and the state of its assets, along with its cash balances and current cash flows it generates, would allow it to further meet its current and expected obligations, including financial covenants set forth in financing agreements and Deeds of Trust for Company bonds.

The assessments and forecasts presented in this section above, constitute forwardlooking information as defined in the Securities Law, 1968.

Events During and Subsequent to the Reported Period

Capital Raised

In February 2023, the Company issued 1,163,191,000 NIS NV debentures (Series 25) by way of a series expansion in return for a total of 1,035 million NIS. The effective annual interest rate embodied in this issue is 2.77%.

In June 2023 the Company issued 875,747,000 NIS NV debentures (Series 25) by way of a series expansion in return for a total of 778 million NIS. The effective yearly interest rate embodied in the offering is 3.2%.

In addition, the Company issued 385,556,000 NIS NV debentures (Series 20) by way of a series expansion in return for a total of 434 million NIS. The effective yearly interest rate embodied in the offering is 2.83%.

Early redemption of debentures

In February 2023, the Company initiated a full early redemption of debentures (Series 15), amounting to 7.5 million NIS NV for a total of 7.7 million NIS for principal and interest, as well as full early redemption of debentures (Series 18), amounting to 572 million NIS NV and at a total sum of 642 million NIS for principal and interest. For further details see Note 4c and d. to the Quarterly Financial Statements.

Hameitav Project, Tel Aviv

In June 2023 the protocol of the Local Committee for Planning and Construction on the deposit of Plan no. 507-0892091 TA/MK/4974 - Ayalon Region ("the Plan") was approved, to validate part of Parcel 64 in Block 7069, located between Yigal Alon Street west of the Bitzaron Neighborhood, Aminadav Street to the south and Meitav Street to the east.

The plan, as approved by the Local Committee, includes the construction of 3 buildings: a 47-story residential building, two 47-story employment buildings, and an additional employment structure of the "Hamashbir Hamerkazi" building regarding which the plan has established it as a building for preservation. The total plan area is 18,525 m², of which 5,500 m² is intended for public buildings, utilizing the construction rights as follows:

  • a. Residential construction rights 41,600 m², constituting 400 housing units.
  • b. Construction rights for commerce and employment some 125,000 m², primary and service areas.
  • c. Construction rights for underground spaces of 66,500 m².

Hamashbir Hamerkazi structure on 76 Yigal Alon St., Tel Aviv, will be preserved according to the full documentation file approved by the City of Tel Aviv-Jaffa.

Sales

Pushing Forward the Receipt of Compensation from the Sale of Property Company in Florida

In May 2023 the balance of a loan provided by a partnership fully owned by the Company ("the Seller") to a buyer who had bought the Seller's holdings in a property company in Florida was redeemed to the sum of \$26.7 million (97 million NIS). while pushing dates forward and against implementation of a non-material assumption on the sum of the redemption that cannot have a material impact on the cash flow to the seller from the sale.

For further details see immediate reports from October 12 2022 (reference no.: 2022-01- 125833) and from May 3 2023 (reference no. 2023-01-047553), presented here by way of referral.

Appointment of New CEO and Service of Executive Board Committee Until the New CEO Enters his Position

On March 22 2023 Mr. David Zvida concluded his service as Company CEO (for details see "End of Service of CEO" section of the Report of the Board of Directors in the 2022 Periodic Report). On May 22 2023 the Company Board of Directors ratified the appointment of Mr. Uzi Levi as Company CEO starting July 2 2023. In addition, the Company Remuneration Committee, Board of Directors and General Meeting ratified the terms of service and employment of Mr. Levi. For further details on the terms of service and employment of the Company CEO see the immediate report published by the Company on May 23 2023 and July 9 2023 (ref: 2023-01-054891, 2023-01-054921 and 2023-01-077304), presented here by way of referral.

In March 2023 the Company Board of Directors appointed an executive board committee that includes Directors Tal Fuhrer (Chair of the Board of Directors), Ms. Bracha Litvak (external director) and Mr. Ronen Nakar (independent director), which supervised the management's activity in the interim period until the incoming CEO started in his position. The committee's authorizes delegated by the Board of Directors included all of the authorities that had been given to the outgoing Company CEO. The committee's work was concluded when Mr. Levi entered his office.

6

The Company's Activity

As of June 30 2023, the Company's assets (on a consolidated basis), owned and leased, include 563 cash-generating properties spread out across Israel with a total area of 1.6 million m², not including properties under construction. The properties are rented to some 3,000 tenants, in contracts of various length. In addition, the Company has 24 projects in advanced construction and planning stages to the scope of 846,000 m².

The occupancy rate of the Company's properties in Israel as of June 30 2023 is 93.5% compared to 94.5% on December 31 2022.

A View of Company Data

Summary of Key Data (in Millions of NIS)

Change
Compared to
Corresponding
Period Last
Year
1-6/2023 1-6/2022 Change
Compared to
Corresponding
Period Last
Year
4-6/2023 4-6/2022
Comprehensive
NOI
13.1% 412 365 11.0% 207 187
NOI in Israel* 12.2% 381 340 9.4% 192 176
Same Property
NOI
12.9% 371 329 11.8% 189 169
NOI abroad** 26.3% 31 25 34.9% 15 11
FFO 18.9% 302 254 14.9% 152 132
Increase in
Known Index
Rate
2.46% 3.13% 1.36% 1.93%

* Including from solar activity. * The increase in NOI in the first six months of 2023 compared to the corresponding period last year derives from an increase due to new rentals, an increase in rental fees in contract renewals and a decrease in net management expenses to the sum of 16 million NIS, an increase due to the CPI increase of 22 million NIS and an increase from properties purchased and operated to the sum of 3 million NIS.

** Most of the increase derives from a one-time revenue of a property in France.

Primary Information on the Company's Israeli Properties Divided by Uses

Number of
Properties as
of June 30
2023
Above
Ground Area
as of June
30 2023
NOI for the
Period
1-6.23
Fair Value of
Cash
Generating
Property as of
June 30 2023
Occupancy
Rate as of
June 30
2023
Value of Real
Estate Under
Construction
as of June 30
2023
Uses In
Thousands
of NIS
In Thousands
of NIS
% In Thousands
of NIS
Offices 64 408,708 141,493 4,561,250 88.2% 1,313,117
Commercial 23 195,716 66,520 2,349,899 89.6%
Industrial and
Logistics
473 992,671 160,583 4,521,516 96.4%
Residential 3 13,864 6,720 257,003 99.6%
Total 563 1,610,959 375,316 11,689,668 93.5% 1,313,117
Associates – Company Share
Offices 5 17,509 4,463 155,146 84.8%
Commercial 6 13,150 6,495 206,360 98.6%
Industrial and
Logistics
1 5,256 409 140,647 100%
Total 12 35,915 11,367 502,153 92.0%
Expanded
Total
575 1,646,874 386,683 12,191,821 93.5% 1,313,117

Spread of NOI in Israel by Uses (From Cash-Generating Properties, in Millions of NIS)

Commercial 66 64 132 118 111
Industrial and
Logistics
161 138 290 263 250
Offices 141 125 263 218 218
Rental Housing 7 7 13 8 2
Total 375 334 698 607 581

Spread of Value of Assets in Israel by Uses

(From Cash-Generating Properties, in Millions of NIS)

June 30 2023 December 31
2022
December 31
2021
December 31
2020
Commercial 2,350 2,175 2,030 1,878
Industrial and
Logistics
4,522 4,585 3,911 3,589
Offices 4,561 4,427 3,555 3,367
Rental Housing 257 252 174 101
Total cash-generating
property
11,690 11,439 9,670 8,935
Total under
construction
1,313 1,126 723 168
Total investment
property
13,003 12,565 10,393 9,103

9

Details of Investment Property Including Real Estate Held for Sale by Country

Country Number
of
Properties
Above
Ground
Area in m²
Number of
Tenants
Occupancy
Rate
Fair Value
In
Thousands
of NIS
NOI from Cash
Generating
Properties
1-6/2023
In Thousands
of NIS
Cash-Generating Properties
Israel 563 1,610,959 3,006 93.5% 11,689,668 375,316
Switzerland 2 56,099 18 93.4% 425,306 13,531
Ukraine 1 44,672 64 79.8% 218,818 7,256*
North America 4 77,536 182 71.9% 231,280 4,304
France 5 119,447 5 98.4% 44,439 5,952**
Total cash
generating
properties
575 1,908,713 3,275 92.6% 12,609,511 406,359
Land
Land in Israel 35 1,350,649***
Abroad 1 25,839
Total land 36 1,376,488
Total 611 1,908,713 3,275 92.6% 13,985,999 406,359
Israel –
Associated
Companies
12 35,915 91 92.0% 502,153 11,367
Total 623 1,944,628 3,366 92.6% 14,488,152 417,726
Deferred
Taxes****
2,373,088

* This data reflects partial rental receipts in light of the defense and geopolitical events occurring in the region. For further details see Note 1 to the Quarterly Financial Statements.

** Including a one-time payment of 3 million NIS.

*** Including a total of 993 million NIS detailed within the framework of the "table of planned projects" below.

**** Deferred taxes included in the Company's Financial Statements and those of associates.

Kol Haaretz Mivne

The Company owns some 1,945,000 m² of cash-generating space, of which 1,647,000 m² is in Israel. The Company has land reserves and unused rights to the amount of 764,000 m² and property under construction to the amount of 158,000 m².

Concentrated Data on Projects in Construction, Planning and Development Stages

(As of June 30 2023)(1)

Property Under Construction (included under real estate for investment and development)

Project
Name
Location Main Use Company's
Share
Design Status Rental
Space
(m²)*
Project's
Value in
the
Company's
Books
Estimated
Construction
Cost
Balance
Estimated
NOI Fully
Occupied
In Millions of NIS
Hasolelim Tel Aviv
Yafo
Offices and
commercial
100% In structural
stages tenth
floor in
residential
building and in
structural stages
ninth floor in
offices.
68,300 799 515 109-117
Mivne Kfar
Saba
Kfar Saba Offices 100% Underway,
Estimated
completion –
2024.
**26,000 227 32 22-24
Science
and High
Tech Park
(2
buildings)
Haifa Offices 50% In structural
stage fifth story.
14,000 59 98 12
Kiryat
Hamishpat
Kiryat Gat Offices 100% In testing for
Form 4
5,000 38 - 3
"Mivne"
Herzliya
Herzliya Residential 100% Undergoing
paneling and
excavation
works.
103
housing
units
159 130 8-9
Pituach Offices and
commercial
24,300 195 27-30
Beersheba Beersheba Hotels 100% Start of
excavation and
shoring work
16,700 14 168 16
Netter
Avenue
Sderot Commercial 100% Under
construction,
estimated
completion
2024.
3,300 17 8 2
Total 157,600 1,313 1,146 199-213

* Without parking area

** The Company is acting to add 4 stories, for a total addition of 6,000 m².

Primary Planned Properties (included within the framework of land in Israel)

Project Name Location Main Use Company's
Share
Design Status Built-Up
Area* (m²)
Project's Value
in the
Company's
Books (Millions
of NIS)
Residential, 125,000
Hameitav
Stage B
Tel Aviv Employment
and
commercial
100% Plan approved for
validation
400 housing
units
690
Hasivim
Neveh Oz
Petach
Tikva
Offices
100%
Town construction
plan approved.
Implementation date
not yet decided.
13,000 23
Science and
High-Tech
Park (2
buildings)
Haifa Offices 50% Preliminary planning 14,000 13
Crytek 2 Yokneam Offices 100% Decided to push
permit forward, permit
receipt forecast -
Q4/2023.
25,000 5
Akerstein
Towers
Stage B
Herzliya Offices In discussions with
regional committee.
In planning stages for
Town Plan.
50,000
Residential 53% 150 housing
units
35
Office Tower
in Giv'at
Sha'ul
Jerusalem Offices 100% Decided to push
permit forward –
forecast Q3/2023.
34,750 47
Ha'elef
Compound
Rishon
Lezion
Rental
housing and
50%
student
dormitories
Detailed plans being
prepared for the
purpose of filing a
request for a building
permit.
17,000 79
Or Yehuda Or Yehuda Offices and
commercial
50% Completion of
preliminary conditions
for building permit.
15,500 37
Yad Hanna Yad Hanna Industry 50% In the information
files stage prior to
submitting permits
47,000 141
Kanfei
Nesharim
Jerusalem Offices 50% Conditional permit
issued.
15,000 11
Ofakim - Ofar Ofakim Commercial 100% Building permit
request filed.
8,000 28
Gannei Tal Gannei Tal
Industry
51% In reservation with
administration
28,000 30
Project Name Location Main Use Company's
Share
Design Status Built-Up
Area* (m²)
Project's Value
in the
Company's
Books (Millions
of NIS)
Rehovot -
Sharfon
Rehovot Employment
and
commercial
50% In the information
files stage prior to
40,000 37
Residential submitting permits 210 housing
units
Eilat - Shemi
Bar
Eilat Employment
and
commercial
100% In Town Construction
Plan approval stages.
23,000 65
Residential 220 housing
units
Eilat -
Commercial
Compound
Eilat Employment
and
commercial
100% In Town Construction
Plan approval stages.
21,500 63
Residential 152 housing
units
DLR Mivne Petach
Tikva
Data center 50% In permit stages 22MW on
some
12,000 m²
-
Kiryat
Shechakim
Herzliya Offices 25% - 200,000 -
Total 688,750 1,304

* Without parking area

Rental Housing(1)

Town Use Number
of Units
Area (m²) Book
Value/
Sum Paid
(Thousands
of NIS)
Balance
Payable
(Thousands
of NIS)
Yearly
NOI/Expec
ted NOI
(Thousands
of NIS)
Expected Yield
Jerusalem Housing
Collection
317 13,658 128,838 - 8,037 Cash
generating
Kiryat Ono Student
Dorms
113 3,334 59,574 - 2,900 Cash
generating
Kiryat Ono Residential 30 2,745 68,591 - 2,000 Cash
generating
Ben Shemen Residential 80 8,913 25,518 112,581 4,235 Q2/2025
Hadera Residential 50 4,507 14,166 61,987 1,679 Q2/2025
Ramat
Hasharon
Residential 50 6,044 28,557 123,978 5,508 Q2/2024 for
most of the
apartments
Q1/2026 on the
balance of the
apartments
Ramat Chen Residential 80 7,177 37,485 160,410 5,283 Q4/2026
Total 720 46,378 362,729 458,956 29,642

Solar Installations(1)

The Company has solar installations installed on the rooftops of buildings it owns in Israel. The installations are used to generate electricity, which is provided to the Israel Electric Corporation for pay. From time to time the Company studies the IEC tenders and their feasibility. The Company is acting to significantly increase the number of solar installations on rooftops in its possession throughout the country and is examining the utilization of additional opportunities in this field. The following is the status of the facilities as of the publication of this report:

Amount Size (KW) Expected Yearly
Revenue
(Thousands of NIS)
Existing installations 211 30,587 24,942
Increasing the size of
existing installations
- 1,568 1,081
Installations with quota 61 7,719 5,317
Installations
in
approval proceedings
21 2,967 2,143
Total 293 42,841 33,483*

* The Company's share of expected revenues, is expected to amount to a total of 27 million NIS.

The amortized cost in the books for the solar facilities is 136 million NIS and the balance of the cost for implementation totals 14 million NIS.

(1) Some of the information presented in the above two tables constitutes forward-looking information, as per Section 32a of the Securities Law, 1968. Forward-looking information is any forecast, estimate, assessment or other information in the Company's possession as they are upon the publication of this report with regard to future events or issues, the materialization of which is uncertain and not under the sole control of the Company, and among other things, is subject, by nature, to significant chances of nonrealization. Such information is influenced, among other things, by the business environment in which the Company is active and the risk factors characterizing the Company's activity, including tenants' ability to pay, the receipt of permits and approvals from the proper authorities, engagements with third parties, and changes in legislation and regulation. For further details on the risk factors characterizing the Company's activity see Section 1.36 "Risk Factors" as well as Section 1.8 "General Environment" in of the Report on the Corporation's Business in the 2022 Periodic Report.

Residential

The Company deals, among other things, in the development, planning and construction of apartments for sale in Israel. The Company has an inventory of land for future construction in Israel, as follows:

Inventory of Land for Short-Term Residential Construction and Inventory of Apartments for Sale

Location No. of
Housing
Units1
Holdings
in
Projects
Number of
Housing
Units for
which Sales
Agreements
were
Signed and
Not Yet
Delivered
Financial
Scope of
Sales
Agreements
(Millions of
NIS, Not Yet
Delivered)
Number of
Housing
Units for
which Sales
Agreements
were
Signed and
Not Yet
Delivered
Financial
Scope of
Sales
Agreements
(Millions of
NIS, Not Yet
Delivered)
Sign-Ups for
which the
Sales
Agreement
has Not Yet
been Signed
Total
Investment
as of June
30 2023
(Millions of
NIS)
Total
Cost
Balance
Developer
Profit Not
Yet
Recognized
% As of June 30 2023 As of the publication of the report
Hasolelim 360 75% 82 285 82 285 2 426 280 358
Hameitav
Tel-Aviv 2
1 50% - - - - - 1 - 1
Merom
Hasharon
Stage F
134 90% 43 82 44 83 - 84 25 59
Merom
Hasharon
Stage G
79 90% - - - - - 74 9 50
Total 574 125 367 126 368 2 585 314 468

1.Balance of units in inventory as of June 30 2023

  1. As of June 30 2023 and as of the report publication date, 169 units have been delivered, valued at 453 million NIS.

Some of the information presented in the above table constitutes forward-looking information, as per Section 32a of the Securities Law, 1968. Forward-looking information is any forecast, estimate, assessment or other information in the Company's possession as they are upon the publication of this report with regard to future events or issues, the materialization of which is uncertain and not under the sole control of the Company, and among other things, is subject, by nature, to significant chances of non-realization. Such information is influenced, among other things, by the risk factors characterizing the Company's activity, including the state of the economy, the receipt of permits and approvals from the proper authorities, engagements with third parties, changes in legislation and regulation and increased construction costs. For further details on the risk factors characterizing the Company's activity see Section 1.36 "Risk Factors" as well as Section 1.8 "General Environment" in of the Report on the Corporation's Business in the 2022 Periodic Report.

Inventory of Land for Long-Term Residential Construction

Location Number of Housing
Units
Holdings in Projects Total Value as of
June 30 2023
In % In Millions of NIS
Sdeh Dov 230 33.33% 223
Or Akiva 56 100% 10
Ramleh 57 100% 7
Total 343 240

Debt Structure Management

Company policy is to maintain an efficient leverage rate by recruiting debt with a long-term life span and with no liens. The Company's net financial debt as of June 30 2023 amounts to 6.6 billion NIS. The debt's total life span in Israel is 4.65 years and the weighted effective interest rate is 2.34% CPI-linked.

As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 2.4 billion NIS, and unencumbered real estate properties to the sum of 8 billion NIS.

Spreading debt redemptions over years

Average
Life
Weighted
Effective
2023 2024 2025 2026 2027 2028 2029
Onward
Balance as of
June 30 2023*
Span Interest In Millions of NIS
Israel 4.65 2.34% 322 557 794 1,128 1,151 1,228 2,835 8,015
Weighted Interest Rate for
Redemptions Performed in
the Period
1.97% 3.60% 2.70% 1.82% 2.68% 2.32% 2.06%
Weighted interest rate 2.33% 2.23% 2.18% 2.25% 2.13% 2.05% 2.12%
Abroad 5.67 1.78% 1 40 55 - - - 195 291
Total redemptions 323 597 849 1,128 1,151 1,228 3,030 8,306
Of these, a "balloon"
guaranteed by a lien
- (155) (244) (574) (544) (395) (195)
cash flows Redemptions less pledged 323 442 605 554 607 833 2,835
Value of asset pledged - 583 522 996 1,457 817 395
LTV rate of pledged asset - 26.6% 46.8% 57.6% 37.3% 48.3% 49.5%

* The balance as of June 30 2023 for debentures includes a discount or premium.

NOI NET OPERATING INCOME

The following is information on the Group's NOI (profit from the rental and operation of properties, less depreciation and amortization) in Israel:

Company management believes that NOI is an important parameter in valuing cashgenerating real estate. The result of dividing this Transition data by the commonly used discount rate in the geographic location of the property ("cap rate") is one of the indications of valuation of the property (beyond other indications, such as: market value of similar properties in the same area, sales price per m² of built area deriving from the latest transactions effected, etc.). In addition, NOI is used to measure the free cash flow available to service the financial debt taken to finance the property's purchase. We emphasize that the NOI:

    1. Does not present cash flows from regular activities in accordance with generally accepted accounting rules.
    1. Does not reflect cash available for the financing of the Group's entire cash flows, including its ability to distribute monies.
    1. Cannot be considered a replacement for reported net profit for purposes of evaluating the results of the Group's activities.

NOI Development (In Thousands of NIS)

The NOI in Israel in the second quarter of 2023 totaled 192 million NIS, compared to 176 million NIS in the corresponding quarter last year, constituting a growth of 9.4%.

Weighted Cap Rate

The following is the calculation of the weighted cap rate derived from all the cash-generating properties in Israel as of June 30 2023:

Consolidated
(in
Millions of NIS)
Investment property in consolidated report as of June 30 2023 13,771
Less -
foreign real estate
(946)
Less –
value of lands classified as investment property
(1,351)
Plus –
value of cash-generating properties intending for realization
2
Income-generating investment property in Israel as of
June 30 2023
11,476
Less value attributed to vacant spaces (832)
Less value attributed to rental housing (257)
Investment property attributed to rented spaces as of
June 30 2023
10,387
NOI from cash-generating properties in Israel for the period
ending June 30 2023
374
Standard Yearly NOI 744
Yearly NOI less NOI attributed to rental housing 731
Weighted cap rate deriving from cash-generating investment
property in Israel
7.04%

FFO Funds From Operations

FFO is a commonly used American, Canadian and European index used to provide additional knowledge on the results of the operations of cash-generating real estate companies, granting a proper basis for comparisons between cash-generating real estate companies. This index is not required by accounting rules. FFO, as defined, expresses net reported profit, less profits (or losses) from the sale of assets, less depreciation and amortization (for real estate) after neutralizing deferred taxes, losses from the early redemption of loans and non-cash flow expenses.

The Company believes that analysts, investors and shareholders may receive information with added value from the measurement of the results of the Company's activity on an FFO basis. The FFO index is used, among other things, by analysts in order to examine the dividend distribution rate from the operating results according to the FFO of real estate companies.

We emphasize that the FFO:

  • 1. Does not present cash flows from regular activities in accordance with generally accepted accounting rules.
  • 2. Does not reflect cash held by the Company and its ability to distribute it;
  • 3. Cannot be considered a replacement for reported net profit for purposes of evaluating the Group's operating results.

FFO calculations (In Thousands of NIS)

1-6.2023 1-6.2022 4-6.2023 4-6.2022 1-12.2022
Net profit for the period 340,226 685,109 168,335 618,647 1,285,219
Changes in value of
investment property and
investment property under
construction
(198,805) (792,713) (104,780) (764,625) (1,346,603)
Profits and losses from the
sale of real estate,
investees, other revenues
and realization of capital
reserves from translation
differences.
4,413 4,012 1,752 1,288 (9,814)
Tax expenses from the
sale of properties and
other revenues
- - - - 1,584
Changes in fair value of
financial instruments
6,323 25,130 (2,271) 17,028 37,319
Adjustments due to taxes 59,916 200,498 29,841 183,732 340,305
Loans attributed to
affiliated companies
(3,844) (99) (4,449) (697) 3,432
Revaluation of assets and
liabilities
2,279 1,778 1,277 928 14,414
Other revenues (32,956) (11,760) (14,791) (5,279) (34,128)
Nominal FFO pursuant to
ISA directives
174,552 111,955 74,914 51,022 291,728
Added – expenses of
linkage differences on the
debt principal and
exchange rate differences
117,683 133,781 72,306 78,281 238,844
Real
FFO
pursuant
to
management's approach
292,235 245,736 147,220 129,303 530,572
FFO attributed to cash
generating property
301,836 253,832 152,258 132,467 544,196
Change in CPI rate in the
period *
2.46% 3.13% 1.36% 1.93% 5.3%

* The change in the Consumer Price Index rate has an impact on current tax expenses. In the event of an increase/decrease in the Consumer Price Index, an increase/decrease occurs in financing expenses due to a CPIlinked debt, which causes a decrease/increase in provisions to current taxes.

2023 Forecast

The following is the projected FFO from cash-generating properties and projected NOI for 2023:

The Company's forecast for its key operating results in 2023, based on the following working assumptions:

  • Known CPI as of June 30 2023.
  • Without the purchase of new properties.
  • No material changes will occur in the business environment in which the Company is active in Israel beyond that stated in the "general environment" item in the Report on Corporate Business of the 2022 Periodic Report and in this report.
  • Company Management expects that most of the rental agreements expiring over the course of 2023 will be renewed.
2023 Forecast Update, in Millions of NIS
In Practice 1-
6/2023
Revised
2023
Forecast
Previous
Forecast
2022 in
Practice
NOI 412 810-820 795-815 760
FFO attributed to cash
generating property
302 580-590 560-580 544

The information in the above table featuring a forecast for all of 2023 constitutes forward-looking information, as defined in Section 32a of the Securities Law, 1968. Forward-looking information is any forecast, estimate, assessment or other information in the Company's possession as they are upon the publication of this report with regard to future events or issues, the materialization of which is uncertain and not under the sole control of the Company, and among other things, is subject, by nature, to significant chances of non-realization. Such information is influenced, among other things, by the business environment in which the Company is active and by the risk factors that characterize the Company's activity, including the state of the Israeli economy, the global health crisis, the global geopolitical crisis, changes in occupancy rates, in the CPI, in interest rates, and in rental fees. Changes in the business environment or the realization of any of the Company's risk factors may influence the Company's activity and its monetary results in a manner different than the assessments detailed above. For details on the risk factors characterizing the Company's activity see Section 1.36 for details on the business environment see Section 1.8 of the Report on the Corporation's Business in the 2022 Periodic Report.

Operating Results According to Consolidated Financial Statements

Business Results Summary Table (in Millions of NIS)

For the Period (in Millions of NIS) Notes and
Explanations
1-6.2023 1-6.2022 4-6.2023 4-6.2022
Revenues from Rental
and Management Fees
515 467 258 235 Most of the increase in the
periods from the impact of
the CPI increase on rental
contracts, a real increase in
rental fees.
Maintenance and
Management Cost
109 108 53 51
Revenues from the Sale
of Apartments and Land
69 16 28 16 The revenues in the period
derive from revenues from
Hasolelim Project in Tel Aviv
to the sum of 49 million NIS
and at Marom Hasharon to
the sum of 20 million NIS.
Land Sold Cost of Apartments and 43 12 18 12
Increase in Fair Value of
Investment Property
199 793 105 765 Over the course of the
period, 117 valuations were
carried out for properties
worth 5.7 billion NIS. Most of
the increase derives from an
increase in the Consumer
Price Index, an increase in
real rental fees as well as an
increase in the value of land.
Administrative and
General, Sales and
Marketing Expenses
48 45 25 21 The increase is mainly due to
costs due to the end of the
CEO's term.
Financing
Expenses
Net interest
expenses
67 64 35 32 The increase in the period
largely
derives
from
an
increase in the Company's
debt.
Expenses
from change
in CPI, net
143 154 82 102 A 2.46% CPI increase in the
period against a 3.13% CPI
increase
in
the
corresponding period last
year. In addition, an increase
in linked financial debt.
Loss from
early
redemption
- 2 - 2
Net expenses
(revenues)
from
exchange
rate
differences
and others
(20) 6 (14) (7)
Total 190 226 103 129
Tax expenses on
income
66 210 34 190
Net Profit 340 685 168 619

Table summarizing the concise financial situation, liquidity and sources of finance (in millions of NIS):

As of June 30
2023
As of
December 31
2022
Notes and Explanations
Current Assets 2,257 983 The increase in the period
largely derives from an
increase in the balances of
cash and cash equivalents
as a result of the issue of
debentures in return for a
total of 2,247 million NIS,
with this being offset in part
by the redemption of
debentures to the sum of
816 million NIS and the
payment of dividends to the
sum of 157 million NIS.
Investments handled using the
book value method
519 501
Investment property, investment
property in development and
advance payments on account of
investment in land
15,232 14,725 The increase mainly
derives from real estate
revaluations and
investments in the period.
Inventory of land for construction 240 239
Short-term credit, current maturities 764 639
Long-term loans and liabilities from
banking corporations, credit
providers and others.
949 1,187
Long-term debentures 6,365 4,776 The increase in the period
largely derives from the
issue of Series Y
debentures and the
expansion of Series T and
Y in return for a total of
2,247 million NIS and
against debenture
redemptions of Series R,
O, P, Q and S to a total
sum of 817 million NIS.
Total equity attributed to
shareholders
8,182 7,985 Most of the increase
derives from
comprehensive income in
the period to the sum of
354 million NIS, offset by
dividends to the sum of
157 million NIS.
Total Equity 8,237 8,026

Cash and Credit Frameworks

Sources In Millions of NIS
Balance of Cash at the Beginning of the Period 179
Cash Deriving from Current Activities 228
Sale pf assets and redemption of loans given to others 95
Short-term investments, net (52)
Investment and issue of loans to investees, net (11)
Investment in investment property, real estate under development and
fixed assets
(264)
Total investment activity (232)
Issue of debentures 2,248
Repayment of short-term credit (33)
Receipt of loans from banks and long-term liabilities 89
Repayment of loans from banks and long-term liabilities (142)
Redemption of debentures (817)
Dividends paid to shareholders (158)
Total financing activity 1,187
Exchange rate differences due to cash and cash equivalent balances 5
Balance of cash at the end of the period 1,367

Financing and credit facilities

As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 2.35 billion NIS.

As of the report date and as of the publication of this report, the Company is in compliance with all of the financial covenants it was committed to within the framework of the loan agreements and deeds of trust of the Company's debentures.

For details on the debentures (Series 20 and 25) as well as debentures that constitute a "material loan" as this term is defined in Legal Position 104-15: a reportable credit event published by the Securities Authority on October 30 2011 and as updated on March 19 2017 and February 2, 2023, see Appendix C to the Board of Directors' Report.

For details on the issue of debentures and early redemption of debentures, see Notes 4a, c., d. and l. to the Company's June 30 2023 Interim Consolidated Financial Statements ("Financial Statements").

Working Capital

Working capital, including assets and liabilities held for sale as of June 30 2023, amounted to 1,225 million NIS in the Financial Statements compared to a total of 50 million NIS as of December 31 2022. Working capital in the solo financial statements, including assets held for sale as of June 30 2023, amounted to 1,150 million NIS vs. a working capital deficit, including assets held for sale to the sum of 32 million NIS as of December 31 2022.

Linkage Balance

The Company has financial obligations to the sum 8.3 billion NIS, of which 7.1 billion NIS are CPI-linked. The Company's cash-generating property in Israel is worth 11.7 billion NIS, is largely rented in CPI-linked rental agreements, and the Company considers this to be longterm inflationary protection.

Investment in Associates

The Company has investments in investees active in Israel and the U.S. The Company lists its investments in these companies using the book value method. As of June 30 2023 the investment in these companies amounts to 519 million NIS, of which 507 million NIS is in Israel.

Credit Rating

On February 5, 2023, Standard & Poor's Maalot announced that it was issuing a rating of ilAA Stable Outlook for debentures (Series 25), issued in February 2023 by way of series expansion. See immediate report published by the Company on February 5, 2023 (reference no.: 2023-01-014259).

On February 12 2023, Midroog Ltd. announced that it was rating debentures (Series 25), issued in February 2023 by way of series expansion, an Aa2.il/Stable outlook. See immediate report published by the Company on February 12, 2023 (reference no.: 2023-01-016137).

On March 27 2023 Midroog Ltd. announced that it was retaining the Aa2.il Stable Outlook rating for the Company and for the debentures (Series 16, 17, 20, 24 and 25) issued by the Company, the rating Aa1.il Stable Outlook for the debentures (Series 19 and 23) the Company has issued as well as rating P-1.il for the Company's Commercial Securities 1.

On June 6 2023 Standard & Poor's Maalot announced that it was ratifying the Company's rating at ilAA- Stable Outlook, see the Company's report from June 6 2023 (2023-01-062226).

On June 7 2023 Midroog Ltd. announced that it was retaining the Aa2.il Stable Outlook rating for the Company and for the debentures (Series 16, 17, 20, 24 and 25) issued by the Company, the rating Aa2.il Stable Outlook for the debentures (Series 24 and 25) the Company has issued, see the Company's report from June 7 2023 (2023-01-062802).

On June 7 2023 Standard & Poor's Maalot announced that it was ratifying the rating of ilAA Stable Outlook for the debentures issued by the Company (Series 20 and 25), see the Company's report from June 7 2023 (2023-01-062997).

Dividend Policy

In March 2023 the Company Board of Directors decided on a dividend distribution policy for 2023 totaling 260 million NIS but not exceeding 50% of the Company's total yearly FFO, all subject to a specific decision by the Board of Directors before each distribution after examination of the distribution tests set in law, alongside business considerations.

On May 30 2023 the Company's Board of Directors decided to distribute dividend to the amount of 65 million NIS (0.0861055 NIS per share).

On August 15 2023 the Company's Board of Directors decided to distribute dividend to the amount of 65 million NIS (0.0861052 NIS per share).

The Company Board of Directors would like to thank the Company's employees for their dedicated work during the reported period as well as the holders of the Company's securities for the trust they have placed in the Company.

Tal Fuhrer Chair of the Board of Directors

Uzi Levi

Company CEO

August 15 2023

27

Appendices

01 Appendix A
Exposure to Market Risk and Management Thereof
02 Appendix B
Corporate governance and disclosure Regarding the
Corporation's Financial Reporting
03 Appendix C
Special Disclosure for Debenture Holders: Bonds in
Public Hands
04 Appendix D
Linkage Basis Report

June 30 2023 Quarterly Report | Board of Directors' Report on the State of the Company's Affairs

Exposure to Market Risk and Management Thereof

29

Appendix A

Exposure to Market Risk and Management Thereof

  • 1. The person responsible for managing market risks is Mr. Uzi Levi, Company CEO.
  • 2. No material changes in risk factors have occurred in the reported period compared to those reported in the 2022 periodic report.

Appendix B

June 30 2023 Quarterly Report | Board of Directors' Report on the State of the Company's Affairs

Disclosure Provisions with Regard to the Corporation's Financial Reporting

31

Appendix B

Aspects of Corporate Governance and Disclosure Provisions with Regard to the Corporation's Financial Reporting; Environmental and Social Responsibility

Material Events During and Subsequent to the Reported Period

    1. For details on the departure of the CEO and his retirement terms, see headline "End of Service of CEO" in the Board of Directors' Report of the 2022 Periodic Report as well as Note 4J to the Company's June 30 2023 Consolidated Interim Financial Statements.
    1. For details on the appointment of Uzi Levi as Company CEO see Note 4a to the Company's June 30 2023 Consolidated Interim Financial Statements.
    1. For details on the Company's remuneration policy for 2023-2025 that was approved on June 4 2023 as well as long-term goals set for Company officers within the framework of this policy see the (corrective) summons of the Special General Meeting published by the Company on May 23 2023 (reference: 2023-01-055170) presented by way of referral as well as Note 4f to the Company's Consolidated Interim Financial Statements as of June 30 2023.

Environmental, Social and Governance Responsibility

The Company is active in a number of fields for the purpose of proper treatment of environmental influences deriving from its activity, while reducing risks and building relationships of trust with the community.

Investment in Solar Energy Ventures

The Company is acting to expand its involvement in the field of solar energy and the creation of green energy and over the course of recent years the Company increased its investment in the field. The Company is in the advanced stages of an extended project, a significant portion of which is carried out along with partners active in the field, to replace the roofs on properties in its possession across the country with new roofs on which solar energy systems are installed in order to allow the production of renewable energy, in accordance with a long-term agreement with the Electric Company to provide electricity for up to 25 years. As of the publication of the report, the Company has filed requests to regulate 293 solar energy systems and a licensing process was completed for the installation of 272 systems with an output of 39.8 MW, of which 211 systems were operated with an output of 30.5 MW. Concurrently, over the course of the year the Company has upgraded the existing solar energy systems in its possession while increasing their utilization level, by increasing the size of the systems, making the systems denser and replacing the existing equipment (solar panels and converters) with equipment with more advanced technology. In addition, the Company has engaged with a partner in the field in an agreement to build electrical storage facilities that will be operated on the Company's properties across the country,

with a total output of 400 MW/h. At this stage the Company is in the process of granting approvals and permits for 26 systems in the information files stage and 6 systems in the pre-permit stage.

Green Construction: Energy Efficiency in Maintaining Older Properties

New projects of office towers and employment compounds in development are being built according to the LEED Platinum or LEED Gold rating, a voluntary international standard for certifying buildings for green construction acting according to principles of environmental and social responsibility. The standard selects various categories such as energy savings and use of renewable energy, effective use of water, the environment inside the structure and so on. The standard consists of four grades – Certified, Silver, Gold and Platinum, with Platinum being the highest rating. Accordingly, the Company's employment compounds will provide its customers with optimal working conditions with energy savings and environmental protection.

In the Company's older employment compounds as well, the Company is working on a regular basis to upgrade them both in terms of environmental protection and energy savings and is making investments in replacing bulbs with cost-effective LED bulbs, replacing chillers and installing charging stations for electrical vehicles in its parking garages.

Promoting electric transportation infrastructure

The Company and Scala Smart Energy Ltd. signed a collaboration agreement for construction and operation of EV charging stations at Company properties across Israel. As of the publication of the report, 24 public charging stations have been installed on the Company's properties and 15 stations are operational. 46 additional public charging stations are expected to be installed over the course of the year.

Ethical Code; Gender Equality and Protecting Employee Rights

The Company is dedicated to principles of proper corporate governance, gender equality and protecting employee rights. The Company has an ethical code that all of the Company's employees and executives are committed to follow, which includes the Company's values, which are: green construction, social responsibility at the Company's offices, protecting the environment in all areas of activity, the advancement and integration of people with disabilities, investment in employees, preventing discrimination, mutual respect, fair working hours, preventing harassment, a safe work environment, public sharing and reporting transparency, fair severance, fair trade, decency and respect for customers, upholding contracts and more. For this purpose, the Company has appointed a Human Resources Manager, among the chief duties of whom are protecting the employees' welfare and protecting their rights.

The Company takes pride in gender equality in employee placement - 51.6% women and 48.4% men.

Appendix C

Special Disclosure for Debenture Holders: The Bonds in Public Hands

Appendix C

Special Disclosure for Debenture Holders: The Bonds in Public Hands

As of the report issue date, there are 7 outstanding series of tradable debentures issued by the Company, as detailed in the following table. Note that during the reported period and as of the report date, the Company has met all of the terms and obligations in accordance with the deeds of trust and no conditions existed that gave grounds to the provision of the debentures for redemption or for the realization of collateral in accordance with the terms of the deeds of trust.

As of June 30 2023
(In Thousands of NIS)
Debentures
(Series 16)
Debentures
(Series 17)
Debentures
(Series 19)
Debentures
(Series 20)
Date of Issue July 10 2014
May 17 2020
expansion
July 10 2014
Expansions - over
the course of 2016,
February 23 2017,
October 23 2017
September 29 2016
Expansions - January 12
2017, January 26 2017,
February 21 2017,
August 27 2020.
July 30 2017
Expansions - March 27
2022, June 8 2023
Notational value on the
date of issue, including
offering as a result of
options exercise and by
way of expansion
347,130 747,503 487,512 1,439,687
Outstanding Notational
Value
195,087 375,931 360,711 1,334,983
Stock market rate
(in 0.01 NIS)
101.94 113.91 112.76 112.17
Outstanding Notational
Value, Linked
195,087 415,613 402,012 1,492,351
Accrued interest - - 2,606 -
Fair value 198,871 428,223 406,738 1,497,450
Interest type Fixed interest
Denoted Yearly Interest
Rate
5.65% 3.7% 2.6% 2.81%
Principal payment dates Twelve non-equal
yearly installments
paid on June 30 of
each of the years
from 2017 to 2028.
5% of the principal
will be paid in each
of the first through
fourth installments
and 10% of the
principal paid in
each of the fifth to
twelfth
installments.
Twelve unequal
yearly installments,
to be paid on June
30 of each of the
years from 2017 to
2028, with 5% of the
principal paid in
each of the first
through fourth
payments and 10%
of the principal paid
in each of the fifth to
twelfth payments.
Ten unequal annual
installments that will be
paid on March 31 of each
year from 2018 through
2023 and each year from
2025 to 2027. In the first
three installments 2% of
the principal shall be
paid, in each of the five
next installments 5% of
the principal shall be paid
and in the ninth
installment, 69% of the
principal shall be repaid.
Eight non-equal yearly
installments paid on
December 31 of each
of the years from 2019
through 2029, except
for 2022, 2024 and
2027. First, third and
fourth installments 5%,
second and fifth
installments 10%, sixth
and seventh
installments 20% and
eighth installment 25%.
Interest payment dates June 30 and
December 31 of
each year from
2014 to 2028.
June 30 and
December 31 of
each year from
2014 to 2028.
March 31 and September
30 of each of the years
from 2017 to 2026, as
well as on March 31
2027.
December 31 and
June 30 on each year
from 2017 to 2029.
As of June 30 2023
(In Thousands of NIS)
Debentures
(Series 16)
Debentures
(Series 17)
Debentures
(Series 19)
Debentures
(Series 20)
Linkage Basis and Terms
(Principal and Interest)
Non-linked May 2014 CPI August 2016 CPI June 2017 CPI
Does it constitute a
material obligation?
No No No Yes
Rating company 1 Midroog
For more information see "Financing" in this report, under "Credit rating".
Rating Aa2 Stable outlook Aa2 Stable outlook Aa1 Stable outlook Aa2 Stable outlook
Rating company 2 S&P Maalot
For more information see "Financing" in this report, under "Credit rating".
Rating AA stable
Are there guarantees for
the payment of the
obligations?
No
Are there any liens? No No Yes. Real estate
properties. See Appendix
A of Part A of the 2022
Periodic Report. For
details on the security
replacement mechanism
see Section 5.9 of the
Deed of Trust attached as
Appendix A to the August
26 2020 Shelf Offering
Report (reference no.
2020-01-084685). Note
that the liens in question
are valid in accordance
with the law and with the
Company's articles of
association.
No
The value of pledged
properties on the
financial statements
- - 707,702
-
Trustee Mishmeret Trust Services Ltd. (1) Resnick Paz Nevo Trusts Ltd. (2)
Right to early repayment (3)

June 30 2023 Quarterly Report | Board of Directors' Report on the State of the Company's Affairs

As of June 30 2023
(In Thousands of NIS)
Debentures Series 23
(Formerly Series 14 in Jerusalem
Economy Ltd.)
Debentures Series 24
(Formerly Series 15 in
Jerusalem Economy Ltd.)
Debentures Series 25 (4)
Date of Issue September 18 2016
Expansions - August 27 2020,
March 27 2022
June 21 2017 1.11.2021
Expansions - February 6 2023, June 8
2023
Notational value on the date
of issue, including offering by
way of expansion
837,655 612,810 3,065,604
Outstanding Notational Value 616,525 490,248 3,065,604
Stock market rate (in 0.01
NIS)
111.43 111.02 90.55
Outstanding Notational Value,
Linked
685,030 544,217 3,306,803
Accrued interest 4,144 - 2,886
Fair value 686,994 544,273 2,775,904
Interest type Fixed interest
Denoted Yearly Interest Rate 2.4% 2.6% 0.35%
Principal payment dates Nine non-equal yearly
installments paid on September
30 of each of the years of 2018
through 2026. First installment of
2% of the principal, second to
eighth payments of 5% of the
principal, and ninth payment of
63% of the principal.
Six installments of 4% of the
principal each on June 30 of
each year from 2019 to 2024,
three installments of 6% of the
principal on June 30 of each
year from 2025 to 2027, the
balance of 58% of the principal
on June 30 2028.
Nine non-equal yearly installments paid on
September 30 of each of the years of
2023 and 2025 as well as 2027-2033.
First and second installments at a rate of
5% of the principal, third to fifth
installments at a rate of 10% of the
principal and sixth through ninth
installments of 15% of the principal, each.
Interest payment dates March 30 and September 30 of
each year from March 30 2017 to
September 30 2026.
June 30 and December 31 of
each year from December 31
2017 to June 30 2028.
March 31 and September 30 of each year
from March 31 2022 to September 30
2033.
Linkage Basis and Terms
(Principal and Interest)
July 2016 CPI May 2017 CPI September 2021 CPI
Does it constitute a material
obligation?
No No Yes
Rating company 1 Midroog
For more information see "Financing" in this report, under "Credit rating".
Rating Aa1 Stable outlook Aa2 Stable outlook
Rating company 2 S&P Maalot
For more information see "Financing" in this report, under "Credit rating".
Rating AA stable
Are there guarantees for the
payment of the obligations?
No
Are there any liens? Yes. Real estate properties. See
Appendix A of Part A of the 2022
Periodic Report. For details on
the security replacement
mechanism see Section 5.9 of
the Deed of Trust attached as
Appendix A to the August 26
2020 Shelf Offering Report
(reference no. 2020-01-084685).
The liens in question are valid in
accordance with the law and with
the Company's articles of
association.
Yes. Shares of Darban
Investments Ltd. (a wholly
owned subsidiary of the
Company). See Note 23.c.1 to
the Consolidated Financial
Statements in the 2022
Periodic Report. The liens in
question are valid in
accordance with the law and
with the Company's articles of
association.
No
The value of pledged
properties on the financial
statements
925,832 816,676 -
Trustee Resnick Paz Nevo Trusts Ltd. (2)
Right to early repayment (3)

Further Details on the Company's Debentures

  • (1) Mishmeret Trust Services Ltd., the details of the engagement with which, to the best of the Company's knowledge, are as follows: contact: Mr. Rami Sabbati; address: 46-48 Menachem Begin Road Tel Aviv; telephone number: 03-6386894; fax: 03-6374344; email address: [email protected].
  • (2) Resnick Paz Nevo Trusts Ltd., the details of which, to the best of the Company's knowledge, are as follows: contact: Yossi Resnick; address: 14 Yad Harutzim, Tel Aviv; telephone number: 03-6389200; fax: 03-6389222; email address: [email protected].
  • (3) The terms of the debentures (Series 16-25) state that the Company has a right to early redemption that will be carried out in accordance with the provisions and guidelines of the Stock Exchange bylaws. The Company shall be entitled to perform an early redemption starting from the date the debentures were listed for trade so long as the minimum redemption sum is no less than 1 million NIS. In addition, in the terms of the debentures Series (16-19), the Company undertook not to create a general current lien on all of its assets in favor of a third party.
  • (4) Over the course of February 2023, the Company issued 1,163,191,000 NIS NV debentures (Series 25) by way of a series expansion in return for a total of 1,035 million NIS.
  • (5) In February 2023 the Company performed an early redemption of all of its debentures (Series 15 and 18), in accordance with the terms set in the deeds of trust of these debentures. For more information about these early redemptions, see immediate report published by the Company on February 22, 2023 (reference no.: 2023-01-019692).
  • (6) In June 2023 the Company issued 875,747,000 NIS NV debentures (Series 25) by way of a series expansion in return for a total of 778 million NIS.
  • (7) In June 2023 the Company issued 385,556,000 NIS NV debentures (Series 20) by way of a series expansion in return for a total of 434 million NIS.

Reportable Credit

The Company's debentures (Series T and Y) constitute reportable credit.

The following are details regarding the Company's compliance with the financial covenants (Series 20):

The Covenant Ratio as of
the Reports
Date
Compliance as
of Report Date
Equity will be decreased to below 1.2 billion NIS, for
two consecutive quarters.
8,117 Meeting the
condition
The net financial debt to balance sheet ratio, as
defined in the deed of trust, shall not exceed 75% for
two consecutive quarters.
39.1% Meeting the
condition
The net financial debt to gross profit ratio, as defined
in the deed of trust, shall not exceed 17 for two
consecutive quarters.
7.9 Meeting the
condition
The net financial debt to balance sheet ratio, as
defined in the deed of trust, shall be no less than 16%
for two consecutive quarters.
47.5% Meeting the
condition

Restrictions on the distribution of dividends in accordance with the to the debentures' (Series 20) deed of trust:

The Covenant Ratio as of
the Reports
Date
Compliance as
of Report Date
Equity will be decreased to below 1.3 billion NIS. 8,117 Meeting the
condition
The net financial debt to balance sheet ratio, as
defined in the deed of trust, shall not exceed 73%.
39.1% Meeting the
condition
The net financial debt to gross profit ratio, as defined
in the deed of trust, shall not exceed 15.
7.9 Meeting the
condition
The net financial debt to balance sheet ratio, as
defined in the deed of trust, shall be no less than 17%
for two consecutive quarters.
47.5% Meeting the
condition

The following are details regarding the Company's compliance with the financial covenants (Series 25):

The Covenant Ratio as of
the Reports
Date
Compliance as
of Report Date
Equity will be decreased to below 2.5 billion NIS, for
two consecutive quarters.
8,117 Meeting the
condition
The net financial debt to balance sheet ratio, as
defined in the deed of trust, shall not exceed 75% for
two consecutive quarters.
39.1% Meeting the
condition
The net financial debt to gross profit ratio, as defined
in the deed of trust, shall not exceed 16 for two
consecutive quarters.
7.9 Meeting the
condition
The net financial debt to balance sheet ratio, as
defined in the deed of trust, shall be no less than 20%
for two consecutive quarters.
47.5% Meeting the
condition

Restrictions on the distribution of dividends in accordance with the to the debentures' (Series 25) deed of trust:

The Covenant Ratio as of
the Reports
Date
Compliance as
of Report Date
Equity will be decreased to below 3.4 billion NIS. 8,117 Meeting the
condition
The net financial debt to balance sheet ratio, as
defined in the deed of trust, shall not exceed 70%.
39.1% Meeting the
condition
The net financial debt to gross profit ratio, as defined
in the deed of trust, shall not exceed 13.
7.9 Meeting the
condition

Existence of Cross Default Mechanism

Bonds (Series
20)
Grounds were established for calling for the immediate redemption of any
of the following: (1) another debenture series issued by the Company; or
(2) debt and/or accumulated debt by the Company to one or more
financial institutions, including institutional investors (except for non
recourse debt) in excess of 200 million NIS, provided that such a call for
immediate redemption has not been reversed within 21 days.
Bonds (Series
25)
Grounds were established for calling for the immediate redemption of any
of the following: (1) another debenture series issued by the Company; or
(2) debt and/or accumulated debt by the Company to one or more
financial institutions, including institutional investors (except for non
recourse debt) in excess of 400 million NIS, provided that such a call for
immediate redemption has not been reversed within 30 days.

.

Linkage Basis Report

Appendix D

Linkage Basis Report

Linkage basis report in accordance with June 30 2023 Consolidated Financial Statements:

Section US
Dollar
Swiss Euro Canadian
Dollar
CPI Unlinked Non
Financial
Total
Thousands of NIS
Cash and cash
equivalents
6,228 22,174 36,342 7,955 - 1,294,030 - 1,366,729
Short-term investments 10,142 - 46,983 98 - 55,700 - 112,923
Trade receivables 664 232 2,280 1,827 - 22,333 - 27,336
Accounts receivable
and debit balances
1,730 2,205 8,861 3,784 74,306 48,538 14,267 153,691
Taxes receivable 682 1,090 113 - 7,138 - - 9,023
Deposits and long-term
debit balances
- - - 253 33,384 - - 33,637
Investments in
investees
- - 23,463 - - 57,480 438,458 519,401
Assets held for sale - - - - - - 1,660 1,660
Advance payments on
account of investments
in land
- - - - - - 147,966 147,966
Inventory of land for
residential construction
and apartments under
construction
- - - - - - 825,136 825,136
Investment property - - - - - - 13,771,081 13,771,081
Investment property
under construction
- - - - - - 1,313,117 1,313,117
Property, plant and
equipment
- - - - - - 188,220 188,220
Intangible assets - - - - - - 19,630 19,630
Deferred taxes - - - - - - 362 362
Total assets 19,446 25,701 118,042 13,917 114,828 1,478,081 16,719,897 18,489,912
Credit from banks and
other credit providers
- - - - - 103,402 - 103,402
Trade payables - 202 5,178 3,617 - 58,471 - 67,468
Other payables 1,597 2,342 8,724 809 16,104 117,800 44,527 191,903
Taxes payable - - 8,296 - - 808 - 9,104
Loans from banking
corporations including
current maturities
56,775 195,387 - 39,149 443,668 428,476 - 1,163,455
Other liabilities - - - 241 - 19,645 - 19,886
Debentures - - - - 6,583,247 208,482 - 6,791,729
Tenant deposits 1,108 25 - - 44,374 - - 45,507
Employee benefit
liabilities, net
- - - - - - 6,857 6,857
Deferred taxes - - - - - - 1,853,368 1,853,368
Total liabilities 59,480 197,956 22,198 43,816 7,087,393 937,084 1,904,752 10,252,679

Assets Liabilities

Mivne Real Estate (K.D) Ltd.

)"The company"(

Annually financial statements - for the period ended June 30, 2023

This is an English translation of the Hebrew consolidated Interim financial statements, that was published on August 16, 2023 (reference no.: 2023-01-094410) (hereafter: "the Hebrew Version").

This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

Mivne Real Estate (K.D) Ltd.

Consolidated Interim Financial Statements As of June 30 2023

Unaudited

Table of Contents

Page
C.P.A. Review 2
Consolidated financial statements:
Consolidated Balance Sheets 3-4
Consolidated Statements of Profit or Loss 5
Consolidated Statements of Comprehensive Income 6
Consolidated Statements of Changes in Equity 7-11
Consolidated Cash Flow Reports 12-14
Notes to the Interim Consolidated Financial Statements 15-22

1

Kost Forrer Gabbay & Kassirer 144a Menachem Begin Road, Tel Aviv 6492102

Phone no. +972-3-6232525 Fax +972-3-5622555 ey.com

Auditors' Review Report to Shareholders of Mivne Real Estate (K.D) Ltd.

Introduction

We have reviewed the attached interim financial information on Mivne Real Estate (K.D) Ltd. and its subsidiaries (hereinafter - the Group), which includes its Concise Consolidated Balance Sheet as of June 30, 2023 and its Concise Consolidated Statements of Profit or Loss, Reports on Comprehensive Income, Changes in Equity and Cash Flows for the six and three-month periods ending that date. The Company's Board of Directors and management are responsible for the preparation and presentation of financial information for this interim period in accordance with International Accounting Standard 34 "Interim Financial Reporting", as well as for the preparation of financial information for these interim periods in accordance with Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express our conclusion on this interim financial information based on our review.

We have not reviewed the concise interim financial information of recently consolidated companies the assets of which included in the consolidation constitute 11.8% of all consolidated assets as of June 30, 2023, and revenues of which included in the consolidation constitute 11.08% and 11.64% of all consolidated revenues for the six and three month periods ending that date, respectively. Furthermore, we did not audit the concise interim financial information of companies presented according to the book value method, investment in which amounted to a total of 284 million NIS as of June 30, 2023, with the Group's share of the losses of the companies in question amounting to 4.7 and 2.6 million NIS in the six and three month periods ending that date, respectively. The concise interim financial statements of said companies have been reviewed by other accountants, the reports of whom have been provided us and our conclusion, inasmuch as it refers to financial information for the aforementioned companies, is based on the reviews conducted by these other accountants.

Scope of the Review

We conducted our review in accordance with Review Standard (Israel) 2410 of the Israeli Institute of Certified Public Accountants, "Reviews of Financial Information for Interim Periods Prepared by the Entity's Auditor." A review of financial information for interim periods consists of inquiries, mainly from people responsible for finances and accounting, and from the application of analytical and other reviewing procedures. A review is significantly limited in scope relative to an audit conducted according to generally accepted Israeli auditing standards, and therefore does not allow us to achieve assurance that we have been made aware of all material issues that might have been identified in an audit. Accordingly, we cannot express an audit-level opinion.

Conclusion

Based on our review and on those of other accountants, nothing has come to our attention to make us believe that the financial information in question has not been prepared, in all material aspects, in accordance with IAS 34.

In addition to the previous paragraph, based on our review and on those of other accountants, nothing has come to our attention to make us believe that the financial information in question does not comply, in all material aspects, with disclosure regulations as per Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.

Tel-Aviv, August 15, 2023

Kost Forer Gabbay and Kassirer Certified Public Accountants

Concise Consolidated Balance Sheets

As of June 30 As of
December 31
2023 2022 2022
Unaudited Audited
Thousands of NIS
Current Assets
Cash and cash equivalents 1,366,729 569,577 178,575
Short-term investments 47,032 59,762 50,185
Restricted cash and funds in trust and in accompaniment
accounts 65,891 20,332 14,310
Trade receivables 27,336 38,599 29,423
Accounts receivable and debit balances 153,691 132,375 131,180
Taxes receivable 9,023 40,089 28,992
Inventory of land, apartments and buildings for sale and
under construction 585,611 464,939 548,324
2,255,313 1,325,673 980,989
Assets held for sale 1,660 1,660 1,660
2,256,973 1,327,333 982,649
Non-Current Assets
Advance payments on account of investment property 147,966 143,641 143,641
Other receivables 33,637 29,794 119,902
Investments in companies handled using the book value
method 519,401 387,965 500,667
Investment property 13,771,081 12,716,069 13,455,538
Investment property under development 1,313,117 1,069,469 1,126,157
Inventory of land for construction 239,525 251,752 239,314
Fixed assets, net 188,220 158,167 175,471
Intangible assets, net 19,630 19,630 19,630
Deferred taxes 362 306 354
16,232,939 14,776,793 15,780,674
18,489,912 16,104,126 16,763,323

Consolidated Balance Sheets

As of
As of June 30 December 31
2023 2022 2022
Unaudited Audited
Thousands of NIS
Current Liabilities
Credit from banks and credit providers 103,402 - 134,095
Current maturities of debentures 426,651 321,589 462,073
Current maturities of loans and other liabilities 233,939 61,546 43,242
Trade payables 67,468 63,855 65,684
Other payables 181,333 173,351 202,002
Advance payments from buyers 10,570 1,707 3,719
Taxes payable 9,104 10,223 21,593
1,032,467 632,271 932,408
Non-Current Liabilities
Loans from banking corporations and financial institutions 929,516 1,182,540 1,128,754
Debentures 6,365,078 4,964,862 4,775,715
Other liabilities 19,886 112,537 58,353
Tenant deposits
Employee benefit liabilities
45,507
6,857
41,808
8,070
43,981
6,829
Deferred taxes 1,853,368 1,677,291 1,791,117
9,220,212 7,987,108 7,804,749
Equity Attributable to Company Shareholders
Share capital 1,451,459 1,499,999 1,483,344
Share premium 3,170,590 3,515,622 3,397,666
Reserve in respect of share-based payment transactions 22,589 20,391 22,002
Treasury shares - (393,227) (259,044)
Retained earnings 3,703,845 3,007,000 3,522,470
Adjustments from the translation of financial statements of
foreign activities 112,060 129,101 97,690
Capital reserve from transactions with minority shareholders (278,968) (279,026) (279,026)
8,181,575 7,499,860 7,985,102
Non-Controlling Interests 55,658 (15,113) 41,064
Total Equity 8,237,233 7,484,747 8,026,166
18,489,912 16,104,126 16,763,323
August 15,
2023
Financial Statements Approval Tal Fuhrer Uzi Levi Yosi Filiba
Date Chair of the Board of Chief Executive Chief Financial
Directors Officer Officer

Consolidated Statements of Profit or Loss

For the 6 Months Ending
June 30
For the 3 Months Ending
June 30
For the Year
Ending
December 31
2023 2022 2023 2022 2022
Unaudited Audited
Thousands of NIS
(Except for Net Profit per Share Data)
Revenues
Rental and management fee income – Israel 461,224 420,034 231,071 212,040 875,887
Rental and management fee income – abroad 53,836 47,049 26,467 22,587 93,138
Sale of apartments and land 69,017 15,612 28,267 15,612 53,671
From management of buildings and infrastructure 504 112 308 38 249
From solar installations, net 5,339 5,076 2,983 2,714 10,021
From the sale of fuels, net 138 557 54 263 972
Total revenues 590,058 488,440 289,150 253,254 1,033,938
Expenses
Maintenance expenses – Israel
85,908 85,831 42,268 39,496 178,258
Maintenance expenses – abroad 22,793 22,475 11,164 11,239 42,491
Cost of apartments and land sold 43,282 12,242 17,815 12,242 35,745
Total cost of sales and services 151,983 120,548 71,247 62,977 256,494
Gross profit 438,075 367,892 217,903 190,277 777,444
Increase in value of investment property and
investment property under development, net 198,805 792,713 104,780 764,625 1,346,603
Sales and marketing expenses (4,270) (3,973) (2,472) (939) (7,665)
Administrative and general expenses (44,111) (40,664) (22,269) (20,305) (82,971)
Impairment of inventory of land for construction - - - - (10,126)
Other revenues (expenses), net (3,743) (2,212) (1,476) (473) 16,657
Realization of capital reserve due to adjustments from
the translation of financial statements for foreign
activity - - - - (3,860)
The Company's share of the profits of companies
handled using the book value method, net 11,040 7,188 7,681 4,606 10,792
Operating profit 595,796 1,120,944 304,147 937,791 2,046,874
Financing expenses 204,728 226,451 112,160 127,753 410,872
Loss from early redemption of debentures and loans 286 2,359 - 2,359 3,605
Financing revenues 15,334 2,755 9,913 1,220 12,394
Profit before taxes on income 406,116 894,889 201,900 808,899 1,644,791
Taxes on income 65,890 209,780 33,565 190,252 359,572
Net profit 340,226 685,109 168,335 618,647 1,285,219
Attributed to:
Company shareholders 338,375 683,217 167,365 617,563 1,276,569
Non-controlling interests 1,851 1,892 970 1,084 8,650
340,226 685,109 168,335 618,647 1,285,219
Profit per share attributed to company shareholders
(in NIS)
Basic net income 0.45 0.91 0.22 0.82 1.69
Diluted net income 0.45 0.90 0.22 0.81 1.68

Consolidated Statements on Comprehensive Income

For the 6 Months Ending
June 30
2023
2022
For the 3 Months Ending
June 30
For the Year
Ending
December
31
2023 2022 2022
Unaudited Audited
Thousands of NIS
Net profit 340,226 685,109 168,335 618,647 1,285,219
Other comprehensive profit (loss) (after tax
influence):
Sums classified or reclassified to gain or loss
under specific conditions:
Adjustments from the translation of financial
statements of foreign activities
Realization of capital reserve to gain or loss due
14,230 26,340 5,938 17,840 32,186
to the realization of foreign activity - - - - 3,860
Total other comprehensive income 14,230 26,340 5,938 17,840 36,046
Total comprehensive income 354,456 711,449 174,273 636,487 1,321,265
Attributed to:
Company shareholders 352,745 715,238 173,320 640,112 1,319,297
Non-controlling interests 1,711 (3,789) 953 (3,625) 1,968
354,456 711,449 174,273 636,487 1,321,265
Attributed to Company shareholders
Stock
Capital
Adjustments
Deriving
from the
Translation
Reserve in
of
Financial
respect of
Statements
share-based
of Foreign
Share
Treasury
Retained
payment
Activity and
Premium
Shares
Earnings
transactions
Other Funds
Unaudited
Capital
Reserve
from
Transactions
with Non
Controlling
Interests
Total Total
Capital
Thousands of NIS
Balance as of January 1,
2023
(audited)
1,483,344 3,397,666 (259,044) 3,522,470 22,002 97,690 (279,026) 7,985,102 41,064 8,026,166
Net profit - - - 338,375 - - - 338,375 1,851 340,226
Other comprehensive income (loss) - - - - - 14,370 - 14,370 (140) 14,230
Total comprehensive income - - - 338,375 - 14,370 - 352,745 1,711 354,456
Writing off treasury shares (31,902) (227,142) 259,044 - - - - - - -
Dividends paid Company shareholders - - - (157,000) - - - (157,000) - (157,000)
Dividends paid holders of non-controlling interests - - - - - - - - (650) (650)
Share-based payment - - - - 670 - - 670 - 670
Exercise of employee options 17 66 - - (83) - - - - -
Purchase of shares from minority shareholders of
subsidiary
- - - - - - 58 58 13,533 13,591
Balance as of June 30,
2023
1,451,459 3,170,590 - 3,703,845 22,589 112,060 (278,968) 8,181,575 55,658 8,237,233
Stock
Capital
Share
Premium
Treasury
Shares
Retained
Earnings
Reserve in
respect of
share-based
payment
transactions
Unaudited
Adjustments
Deriving
from the
Translation
of Financial
Statements
of Foreign
Activity and
Other Funds
Capital
Reserve
from
Transactions
with Non
Controlling
Interests
Total Non
controlling
interests
Total
Capital
Thousands of NIS
Balance as at January 1, 2022 1,495,852 3,500,029 (393,227) 2,500,901 22,271 54,962 (279,026) 6,901,762 (10,030) 6,891,732
Net profit
Other comprehensive income (loss)
-
-
-
-
-
-
683,217
-
-
-
-
32,021
-
-
683,217
32,021
1,892
(5,681)
685,109
26,340
Total comprehensive income (loss)
Dividends paid Company shareholders
Dividends paid holders of non-controlling interests
Exercise of employee options
Share-based payment
-
-
-
4,147
-
-
-
-
15,593
-
-
-
-
-
-
683,217
(135,000)
-
-
-
-
-
-
(3,680)
1,800
32,021
-
-
-
-
-
-
-
-
-
715,238
(135,000)
-
16,060
1,800
(3,789)
-
(1,294)
-
-
711,449
(135,000)
(1,294)
16,060
1,800
Balance as of June 30,
2022
1,499,999 3,515,622 (393,227) 3,049,118 20,391 86,983 (279,026) 7,499,860 (15,113) 7,484,747
Stock Share Treasury Retained Reserve in
respect of
share-based
payment
Adjustments
Deriving
from the
Translation
of Financial
Statements
of Foreign
Activity and
Capital
Reserve
from
Transactions
with Non
Controlling
Non
Controlling
Total
Capital Premium Shares Earnings transactions Other Funds Interests Total Interests Capital
Unaudited
Thousands of NIS
Balance as of April 1,
2023
1,451,442 3,170,524 - 3,601,480 22,396 106,105 (279,026) 8,072,921 41,822 8,114,743
Net profit
Other comprehensive income (loss)
-
-
-
-
-
-
167,365
-
-
-
-
5,955
-
-
167,365
5,955
970
(17)
168,335
5,938
Total comprehensive income - - - 167,365 - 5,955 - 173,320 953 174,273
Dividends paid Company shareholders
Dividends paid holders of non-controlling interests
Share-based payment
-
-
-
-
-
-
-
-
-
(65,000)
-
-
-
-
276
-
-
-
-
-
-
(65,000)
-
276
-
(650)
-
(65,000)
(650)
276
Realization of employee options 17 66 - - (83) - - - - -
Purchase of shares from minority shareholders of
subsidiary
- - - - - - 58 58 13,533 13,591
Balance as of June 30,
2023
1,451,459 3,170,590 - 3,703,845 22,589 112,060 (278,968) 8,181,575 55,658 8,237,233
Attributed to Company shareholders
Stock
Capital
Share
Premium
Treasury
Shares
Retained
Earnings
Capital
Reserve in
Respect of
Share-Based
Payment
Transactions
Adjustments
Deriving
from the
Translation
of Financial
Statements
of Foreign
Activity and
Other Funds
Capital
Reserve
from
Transactions
with Non
Controlling
Interests
Total Non
Controllin
g Interests
Total
Capital
Unaudited
Thousands of NIS
Balance as of April 1,
2022
1,499,999 3,515,622 (393,227) 2,449,437 19,576 106,552 (279,026) 6,918,933 (10,194) 6,908,739
Net profit
Other comprehensive income (loss)
-
-
-
-
-
-
617,563
-
-
-
-
22,549
-
-
617,563
22,549
1,084
(4,709)
618,647
17,840
Total comprehensive income (loss)
Dividends to Company shareholders
Dividends to non-controlling interest
-
-
-
-
-
-
617,563
(60,000)
-
-
22,549
-
-
-
640,112
(60,000)
(3,625)
-
636,487
(60,000)
holders
Share-based payment
-
-
-
-
-
-
-
-
-
815
-
-
-
-
-
815
(1,294)
-
(1,294)
815
Balance as of June 30,
2022
1,499,999 3,515,622 (393,227) 3,007,000 20,391 129,101 (279,026) 7,499,860 (15,113) 7,484,747
Attributed to Company shareholders
Stock
Capital
Share
Premium
Treasury
Shares
Retained
Earnings
Capital
Reserve in
Respect of
Share-Based
Payment
Transactions
Adjustments
Deriving from
the Translation
of Financial
Statements of
Foreign
Activity and
Other Funds
Capital
Reserve from
Transactions
with Non
Controlling
Interests
Total Non
Controlling
Interests
Total
Capital
Audited
Balance as at January 1, 2022 1,495,852 3,500,029 (393,227) 2,500,901 22,271 Thousands of NIS
54,962
(279,026) 6,901,762 (10,030) 6,891,732
Net profit
Other comprehensive income (loss)
-
-
-
-
-
-
1,276,569
-
-
-
-
42,728
-
-
1,276,569
42,728
8,650
(6,682)
1,285,219
36,046
Total comprehensive income (loss)
Writing off treasury shares
-
(16,525)
-
(117,658)
-
134,183
1,276,569
-
-
-
42,728
-
-
-
1,319,297
-
1,968
-
1,321,265
-
Issue of shares, net of transaction costs
Departure from consolidation by consolidated
- - - - - - - - 51,205 51,025
company
Classification of capital reserve upon realization
- - - - - - - - - -
of securities
Dividends paid Company shareholders
Dividends paid holders of non-controlling
-
-
-
-
-
-
-
(255,000)
-
-
-
-
-
-
-
(255,000)
-
-
-
(255,000)
interests
Exercise of employee options
Share-based payment
-
4,017
-
-
15,295
-
-
-
-
-
-
-
-
(3,252)
2,983
-
-
-
-
-
-
-
16,060
2,983
(2,079)
-
-
(2,079)
16,060
2,983
Balance as of December 31,
2022
1,483,344 3,397,666 (259,044) 3,522,470 22,002 97,960 (279,026) 7,985,102 41,064 8,026,166

Consolidated Cash Flow Reports

For the 6 Months Ending
June 30
June 30 For the 3 Months
Ending
For the Year
Ending
December 31
2023 2022 2023 2022 2022
Unaudited Audited
Cash Flows from Current Activity Thousands of NIS
Net profit 340,226 685,109 168,335 618,647 1,285,219
Adjustments required to present cash flows
from current activities
Adjustments to profit or loss items:
Depreciation and amortizations 5,776 3,386 3,238 1,737 8,684
Financing expenses, net 189,680 226,055 102,247 128,892 402,083
Increase in fair value of investment property
and investment property under development,
net
The Company's share of the profits of
companies handled using the book value
(198,805) (792,713) (104,780) (764,625) (1,346,603)
method, net (11,040) (7,188) (7,681) (4,606) (10,792)
Change in employee benefit liabilities, net 28 145 - 57 (1,096)
Taxes on income 65,890 209,780 33,565 190,252 359,572
Loss from the impairment of inventory of land
for construction and inventory of buildings and
apartments for sale
- - - - 10,126
Change in fair value of put options measured at
fair value
3,245 3,624 1,796 3,203 (2,052)
Realization of capital reserve from translation
differences to Statement of Operations
- - - - 3,860
Profit from the realization of investment in
subsidiary (a)
- - - - (7,569)
Profit from the realization of investment in
associate
- - - - (10,751)
Share-based payment 670 1,800 276 815 2,983
55,444 (355,111) 28,661 (444,275) (591,555)
Changes in asset and liability items:
Decrease (increase) in trade receivables
2,303 (9,793) (3,398) (1,009) (712)
Decrease (increase) in accounts receivable and
debit balances (43,812) 33,308 (23,895) 80,795 (15,390)
Increase (decrease) in trade liabilities (67) 21,977 30,307 1,330 23,897
Increase (decrease) in payables, credit balances
and liabilities due to contract 7,898 (2,570) (13,199) (21,980) 5,557
Increase in tenant deposits 1,450 3,146 631 1,252 5,268
Cash paid and received during the reported
period for:
(32,228) 46,068 (9,554) 60,388 18,620
Interest paid (124,521) (81,695) (51,529) (54,727) (127,710)
Interest received 16,096 1,181 10,831 532 7,825
Taxes paid (31,602) (30,801) (14,766) (11,500) (37,603)
Taxes received 30,728 2,182 29,076 2,182 1,876
Dividends received 4,259 226 4,000 68 4,313
(105,040) (108,907) (22,388) (63,445) (151,299)
Net cash deriving from current activity before a
decrease in inventory of apartments and houses
for sale under construction, land for sale and
inventory of land for construction.
258,402 267,159 165,054 171,315 560,985
Increase in inventory of apartments and houses
for sale under construction, land for sale and
inventory of land for construction. (30,718) (41,385) (24,114) (22,805) (117,456)
Net cash deriving from current activity 227,684 225,774 140,940 148,510 443,529
For the 6 Months Ending
June 30
For the 3 Months Ending
June 30
For the Year
Ending
December
31
2023 2022 2023 2022 2022
Unaudited Audited
Thousands of NIS
Cash Flows from Investment Activity
Purchases, advance payments and investments in
investment property
Investment in investment property under
(94,646) (669,927) (47,270) (59,586) (785,083)
development (151,215) (108,972) (55,567) (54,367) (221,785)
Investment in property, plant and equipment (18,543) (23,733) (7,551) (7,844) (46,385)
Investment and loans to companies handled using
the book value method, net (10,900) (22,098) (10,900) (17,297) (215,396)
Change in short-term investments, in restricted
cash and in money in trust and in accompaniment
accounts, net (51,558) 591 (2,256) 4,237 6,607
Proceeds from the realization of investment
property and real estate held for sale 1,920 38,076 - 4,365 40,002
Proceeds from the sale of shares and redemption
of shareholder loans of investee sold - - - - 30,183
Repayment of long-term loans granted, net 92,866 1,670 92,866 424 1,668
Net cash paid for a consolidated company (a) - (9,916) - (9,916) (14,916)
Net cash used for investment activity (232,076) (794,309) (30,678) (139,984) (1,205,085)
Cash Flows from Financing Activity
Issue of shares as a result of option exercise - 16,059 - - 16,060
Dividends paid Company shareholders (157,000) (135,000) (157,000) (135,000) (255,000)
Issue of debentures
Redemption of debentures
2,247,413
(816,712)
780,493
(171,743)
1,212,548
(149,348)
-
(147,879)
780,493
(308,365)
Short-term credit from banking corporations and
others, net (33,000) (46,915) (46,000) (70) 98,085
Receipt of loans from banks and other long-term
liabilities 89,166 20,800 9,958 - 61,686
Repayment of loans from banks and other long
term liabilities (123,500) (252,157) (36,064) (235,427) (382,902)
Repayment of liabilities to minority (18,193) - (18,193) - -
Dividend paid to holders of non-controlling
interests (650) (1,294) (650) (1,294) (2,079)
Net cash deriving from (used in) financing
activity 1,187,524 210,243 815,251 (519,670) 7,978
Increase (decrease) in cash and cash equivalents 1,183,132 (358,292) 925,513 (511,144) (753,578)
Exchange rate differences due to balances of cash
and cash equivalents 5,022 5,354 2,021 4,559 9,638
Balance of cash and cash equivalents at the
beginning of the period 178,575 922,515 439,195 1,076,162 922,515
Balance of cash and cash equivalents at the end
of the period 1,366,729 569,577 1,366,729 569,577 178,575

Consolidated Cash Flow Reports

For the 6 Months Ending
For the 3 Months Ending
June 30
June 30
For the Year
Ending
December
31
2023
2022
2023
2022
Unaudited
2022
Audited
(a) Net cash paid for a company consolidated
for the first time
Working capital - 12,490 - 12,490 7,490
Investment property and investment
property under construction
Long-term liabilities
-
-
(30,393)
7,987
-
-
(30,393)
7,987
(30,393)
7,987
- (9,916) - (9,916) (14,916)
(b) Departure from consolidation by formerly
consolidated company
Working capital
Non-Controlling Interests
Long-term liabilities
Capital gains
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(3,306)
51,205
(55,468)
7,569
- - - - -

NOTE 1: - GENERAL

A. These Financial Statements have been prepared in a concise format as of June 30, 2023 and for the six and three month periods ending that date (hereinafter - Interim Consolidated Financial Statements). These Statements should be read in conjunction with of the Company's Annual Financial Statements as of December 31 2022 and for the year ending that date and accompanying Notes (hereinafter - the Annual Consolidated Financial Statements).

B. IMPLICATIONS OF THE WAR BETWEEN RUSSIA AND UKRAINE

War broke out between Russia and Ukraine in February 2022. As of the date of the Consolidated Interim Financial Statements, the war has caused, and is continuing to cause, significant casualties, damage to infrastructure and to buildings and disruptions to economic activity in Ukraine.

The Company has a property in Kiev, Ukraine that due to the war, the Company updated its valuation over the course of the reported period via an independent outside appraiser. As a result, the Company recognized an impairment loss in the second quarter of 2023 to the sum of 37 million NIS. The value of the property as of June 30 2023 amounts to \$59 million (219 million NIS). A total of 10 million NIS located in bank accounts in Ukraine was reclassified to restricted cash as a result of trade restriction legislation for the withdrawal of foreign currency from Ukraine to Israel.

NOTE 2: – PRINCIPAL ACCOUNTING POLICIES

A. BASIS OF PREPARATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

These Consolidated Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as well as in accordance with disclosure requirements as per Chapter D of the Securities Regulations (Periodic and Immediate Reports) 1970.

The accounting policy applied in the preparation of the Consolidated Interim Financial Statements is consistent with that used in the preparation of the Consolidated Yearly Financial Statements, except as described below:

Amendment to IAS 8 Accounting Policy, Changes in Accounting Estimates and Mistakes. In February 2021, the IASB published an amendment to International Accounting Standard 8: Accounting Policy, Changes in Estimates and Errors (hereinafter – the Amendment). The purpose of the Amendment is to present a new definition of the term "accounting estimates".

Accounting estimates are defined as "monetary sums in the Financial Statements subject to uncertainty in measurement. The Amendment clarifies what changes in accounting estimates are and how they are different from changes in accounting policy and error corrections.

The Amendment will was applied on a prospective basis for yearly periods starting January 1 2023 and it applies to changes in accounting policies and in accounting estimates occurring at the start of that period or subsequently.

The above Amendment had no material impact on the Company's Interim Financial Statements.

NOTE 2: – PRINCIPAL ACCOUNTING POLICIES (Continued)

AMENDMENT TO IAS 12, TAXES ON INCOME

In May 2021 the IASB published an amendment to International Accounting Standard 12 Taxes on Income (hereinafter: IAS 12 or the Standards), which reduces the incidence of the "initial recognition exclusion" (hereinafter - the Exclusion) of the deferred taxes presented in Sections 15 and 24 of IAS 12 (hereinafter - the Amendment).

Pursuant to the guidelines on recognizing deferred tax assets and liabilities, IAS 12 excludes recognition of deferred tax asset and liabilities for certain temporary differences deriving from initial recognition of assets and liabilities in certain transactions. The Amendment reduces the incidence of the Exclusion and clarifies that it does not apply to recognition of deferred tax assets and liabilities deriving from a transaction that is not a business compilation and due to which temporary differences were created equal in terms of credit and debit even if they meet the remaining conditions of the exclusion.

The revision was applied to yearly reporting periods starting January 1 2023.

The above Amendment had no material impact on the Company's Interim Financial Statements.

AMENDMENT TO IAS 1, DISCLOSURE FOR FINANCIAL POLICY

In February 2021, the IASB published an amendment to International Accounting Standard 1: Presentation of Financial Statements (hereinafter - the Amendment). According to the amendment, companies are required to provide disclosure of their material accounting policy in lieu of the current requirement to present disclosure for their significant accounting policy. One of the main reasons for this Amendment derives from the fact that the term "significant" has no definition in the IFRS while the term "material" has a definition in the various standards, and in IAS 1 in particular.

The revision was applied to yearly reporting periods starting January 1 2023.

The above Amendment had no material impact on the Company's Concise Interim Financial Statements, but the Amendment is expected to influence the disclosure of accounting policy in the Company's Consolidated Yearly Financial Statements.

B. THE FOLLOWING IS DATA PERTAINING TO THE EXCHANGE RATES OF PRINCIPAL CURRENCIES IN THE COUNTRIES IN WHICH THE GROUP OPERATES AND THE CONSUMER PRICE INDEX:

Rate of Change during the Period The Consumer Price
Index
Israel (*)
Actual
%
Known
%
US Dollar
%
Euro
%
Canadian
Dollar
%
Swiss
Franc
%
June 30 2023
(6 months) 2.17 2.46 5.7 7.0 7.4 7.8
June 30 2023
(3 months) 0.97 1.36 2.3 2.2 4.5 4.2
June 30 2022
(6 months) 3.22 3.13 12.5 3.3 10.8 7.2
June 30 2022
(3 months) 1.73 1.93 10.2 3.2 6.8 6.3
December 31 2022 5.26 5.28 12.5 6.6 6.3 12
CPI (in points) Representative rate of exchange (in NIS)
June 30 2023 146.65 146.65 3.7 4.018 2.789 4.113
June 30 2022 140.74 140.21 3.5 3.636 2.707 3.650
December 31 2022 143.53 143.13 3.519 3.753 2.596 3.815

(*) CPI according to average base of 2000 = 100.

NOTE 3: – CONCISE DARBAN DATA

The following is a summary of the financial data of Darban, the shares of which are pledged to the holders of Company debentures (Series 24):

A. CONSOLIDATED BALANCE SHEETS

As of
As of June 30 December 31
2023
2022
2022
Unaudited
Thousands of NIS Audited
Current Assets
Cash and cash equivalents 6,598 4,771 4,705
Investments in financial assets 46,983 59,714 50,136
Loan to parent company 12,978 - 14,941
Others 17,908 9,730 8,922
84,467 74,215 78,704
Assets held for sale - - -
84,467 74,215 78,704
Non-Current Assets
Investment in shares of parent company
Investments in associates handled using the book
- 492,018 357,302
value method 144,310 143,585 147,070
Investment property 1,062,006 1,038,733 1,048,337
Others 2,286 2,970 2,537
1,208,602 1,677,306 1,555,246
1,293,069 1,751,521 1,633,950
Current Liabilities
Other payables 25,189 11,663 9,633
Current maturities of long-term loans 164,822 9,965 10,172
Current maturities of loan from parent company - 8,154 13,189
Others 2,651 4,395 1,389
192,662 34,177 34,383
Non-Current Liabilities
Long-term loans from financial institutions
- 157,576 155,775
Other long-term liabilities - 15,000 15,000
Deferred taxes 169,634 166,540 166,542
169,634 339,116 337,317
Total equity 930,773 1,378,228 1,262,250
1,293,069 1,751,521 1,633,950

NOTE 3: – CONCISE DARBAN DATA (Continued)

B. CONSOLIDATED STATEMENTS OF OPERATIONS

For the 6 Months Ending
June 30
For the 3 Months Ending
June 30
For the Year
Ending
December
31
2023 2022 2023 2022 2022
Unaudited Audited
Thousands of NIS
Revenues
From building rental, management and
maintenance in Israel
40,432 38,291 20,392 19,358 79,706
Costs
Cost of building management and maintenance 5,643 5,042 2,447 3,008 9,595
Gross profit 34,789 33,249 17,945 16,350 70,111
Increase in fair value of investment property, net
Administrative and general and sales and
marketing expenses
The Group's share of the profits (losses) of
associates handled at book value
Realization of capital reserve due to adjustments
11,091 51,486 11,091 51,486 58,110
4,665 5,074 2,218 1,896 9,428
(1,859) (4,697) (4,080) 2,047 (644)
from the translation of financial statements for
foreign activity
- - - - 291
Profits from regular activities 39,356 74,964 22,738 67,987 117,858
Financing revenues (expenses), net
Profit from the realization of consolidated
companies and an investee according to the book
value method
(6,338) (15,296) 1,373 (9,995) (28,029)
- - - - (172)
Profit before taxes on income
Taxes on income
33,018
7,844
59,668
15,049
24,111
5,213
57,992
13,070
89,657
26,819
Net profit 25,174 44,619 18,898 44,922 62,838
Attributed to:
Company shareholders 25,178 44,640 18,895 44,935 62,875
Non-Controlling Interests (4) (21) 3 (13) (37)
25,174 44,619 18,898 44,922 62,838

NOTE 3: - CONCISE DARBAN DATA (CONTINUED)

C. CONSOLIDATED CASH FLOW REPORTS

For the Year
Ending
For the 6 Months Ending For the 3 Months Ending December
June 30 June 30
2023 2022 2023 2022 2022
Unaudited Audited
Thousands of NIS
Net cash deriving from current activity
Net cash deriving from (used for)
6,422 27,668 4,956 14,073 38,744
investment activity 182 17,228 345 (272) (857)
Net cash used in financing activity
Translation differences due to cash
(5,177) (48,385) (2,606) (18,434) (41,537)
balances held in foreign currency 466 485 210 93 600
Increase (decrease) in cash and cash
equivalents
1,893 (3,004) 2,905 (4,540) (3,050)
Balance of cash and cash equivalents at the
beginning of the period
4,705 7,775 3,693 9,311 7,755
Balance of cash and cash equivalents at the
end of the period
6,598 4,771 6,598 4,771 4,705

NOTE 4: - MATERIAL EVENTS DURING AND SUBSEQUENT TO THE REPORTED PERIOD

  • a. On February 5, 2023, the Company issued 1,163,191,000 NIS NV debentures (Series 25) by way of a series expansion in return for a net total of 1,035 million NIS. The effective annual interest rate in this issue is 2.77%. Standard & Poor's Maalot announced a rating of ilAA, and Midroog Ltd. announced a rating of Aa2.il, both with Stable outlook, for issued debentures.
  • b. On February 9, 2023, an agreement was signed with a banking corporation, for the issue vouchers for Sales Act guarantees, to a sum of 300 million NIS, that the banking corporation will produce for the apartment buyers at the project on Hasolelim Street, Tel Aviv.
  • c. On February 22, 2023, the Company conducted, at its initiative, a full early redemption of debentures (Series 18) amounting to 571.6 million NIS NV and for a total sum of 642.1 million NIS for principal and interest. The principal sum redeemed via early redemption amounted to 632.4 million NIS. The accrued interest sum, including the added interest for the full early redemption, for the sum of the principal, as of the early full redemption date amounted to 9.7 million NIS. The interest rate and the added interest for the full early redemption, calculated for the uncleared balance, is 1.54%. With respect to the full early redemption, the Company recognized a loss amounting to NIS 309 thousand. The properties released from pledging after the early redemption were valued at NIS 1.3 billion.
  • d. On February 22, 2023, the Company conducted, at its initiative, a full early redemption of debentures (Series 15) amounting to NIS 7.5 million par value for a total of NIS 7.7 million in respect of principal and interest. The principal sum redeemed via early redemption amounted to NIS 7.5 million. The accrued interest sum, including the added interest for the full early redemption, for the sum of the principal, as of the early full redemption date amounted to NIS 184 thousand. The interest rate and the added interest for the full early redemption, calculated for the uncleared balance, is 2.45%. The Company recognized a non-material gain with respect to the full early redemption.
  • e. On February 28, 2023, Darban distributed as dividend in kind 31,901,921 NV shares, which constituted the remainder of dormant Company shares held in its possession, valued at 299 million NIS, based on share value upon the distribution date. After said distribution, Darban no longer holds any Company shares. On March 2, 2023, the Company canceled the remaining dormant shares thus distributed.

NOTE 4: - MATERIAL EVENTS DURING AND SUBSEQUENT TO THE REPORTED PERIOD (Continued)

f. On March 20, 2023, the Company reported (further to prior reports on this matter) that it has signed a definitive separation agreement with Mr. Zvida with regard to termination of the services agreement with the private company and conclusion of Mr. Zvida's term in office as Company CEO. Mr. Zvida concluded his term in office as Company CEO, including with subsidiaries and affiliates (and with the exception of director in a number of subsidiaries as detailed below) on March 22, 2023 and shall conclude this advance notice period on December 20, 2023. The separation agreement governs the contracting terms with Mr. Zvida during and after the notice period. The Company included expenses in the Financial Statements to the sum of 1.7 million NIS for the advance notice period. On June 4, 2023 a Special Company General Meeting ratified the remuneration policy for Company officers for 2023-2025, a special retirement bonus was approved for Mr. Zvida at a sum equal to management fees for 3 months, and the Company's engagement with Mr. Zvida in an agreement to receive consultation services in the field of data centers as well as his service as director in Company related corporations in return for a monthly total of 25,000 NIS per month (linked to the February 2023 CPI), plus VAT as required by law for an 18-month period beginning starting December 2023.

On March 19, 2023 the Company Remuneration Committee and Board of Directors approved a bonus for Mr. Zvida at a sum equal to management fees for 3 months, a total of 786,000 NIS plus VAT as required by law, for the first quarter of 2023, in light of the Company's compliance, at the end of the first quarter of 2023, with the goals set (the Company's annual goals divided by four). The bonus shall be paid at the conclusion of Mr. Zvida's early notice period.

  • g. On march 20, 2023 the Company announced that it does recognize the National Histadrut as the representative workers' union for the Company's employees and that it had instructed Company management to initiate negotiations for a collective agreement.
  • h. On March 20, 2023, the Company Board of Directors approved distribution of dividend amounting the sum of 92 million NIS. The dividend per share is 0.1218752 NIS. The dividend was paid on April 19, 2023. On the same occasion, the Company Board of Directors decided on a dividend distribution policy for 2023 according to which a total of 260 million NIS will be distributed from the Company's proper profits but not exceeding 50% of the Company's total yearly FFO, all subject to a specific decision by the Board of Directors before each distribution after examination of the distribution tests set in law, alongside business considerations.
  • i. On May 30, 2023, the Company Board of Directors approved distribution of dividend amounting the sum of 65 million NIS. The dividend per share is 0.0861055 NIS. The dividend was paid on June 27, 2023.

NOTE 4: - MATERIAL EVENTS DURING AND SUBSEQUENT TO THE REPORTED PERIOD (Continued)

  • j. On May 2, 2023 the balance of a loan provided by a subsidiary partnership fully owned by the Company (hereinafter - the Seller) to a buyer who had bought the Seller's holdings in a property company in Florida was redeemed to the sum of \$26.7 million (97 million NIS), while pushing dates forward and against implementation of a non-material assumption on the sum of the redemption that cannot have a material impact on the cash flow to the seller from the sale.
  • k. On May 22, 2023 the Company's Remuneration Committee and Board of Directors approved the appointment of Mr. Uzi Levi as Company CEO, starting July 2, 2023, and his terms of service, as follows: (1) a gross monthly salary of 105,000 NIS; (2) a sign-on bonus equal to 5 salaries; (3) a yearly bonus of up to 12 salaries, composed as follows - 75% achievement-based bonus and 25% bonus at the discretion of the Company Board of Directors; (4) a long-term (three-year) achievement-based bonus of 900,000 NIS; (5) capital remuneration - 2,084,645 non-tradable options exercisable as regular Company shares for an exercise price of 12 NIS per option, which will vest across a period of 4 years, the economic value of which, as of the approval date of the General Meeting, according to the B&S model is calculated according to a linear spread in the vesting period. according to the stock rate on the approval date which amounted to 9.61 NIS, risk-free interest at a rate of 3.595%, is 1.3 million NIS per year; (6) Mr. Levi shall be included in the Company's executive liability insurance policy and shall be entitle to a letter of exemption and indemnification liability according to the versions accepted at the Company. On July 24, 2023 the General Meeting ratified Mr. Levi's terms of service and employment.
  • l. On June 7, 2023 the Company issued debentures (Series 20 and 25) by way of series expansion.

The debentures (Series 20) - 385,556,000 NIS NV were issued, in return for a net total of 434 million NIS. The effective yearly interest embodied in the offering is 2.83%. The debentures (Series 25) - 875,747,000 NIS NV were issued, in return for a net total of 778 million NIS. The effective yearly interest embodied in the offering is 3.2%. Standard & Poor's Maalot announced a rating of ilAA, and Midroog Ltd. announced a rating of Aa2.il, both with Stable outlook, for issued debentures.

m. On August 15, 2023, the Company Board of Directors approved distribution of dividend to the sum of 65 million NIS. The dividend per share is 0.0861052 NIS.


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