Quarterly Report • Aug 15, 2022
Quarterly Report
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Report of the Board of Directors on the State of Corporate Affairs
As of June 30th, 2022
This is an English translation of the Hebrew consolidated Interim financial statements, that was published on August 15, 2022 (reference no.: 2022-01-102949) (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.


June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs
0
| Overview | 13,786 | Total Investment Property (Millions of NIS) |
|
|---|---|---|---|
| 30.6.22 | 1,069 | Of This, Real Estate Under Construction (Millions of NIS) |
|
| Projects under construction | 6 | Projects Under Construction and In Development |
|
| 30.6.22 | 152 | Scope (Thousands of m²) |
|
| 1,200 | Estimated Cost Balance (Millions of NIS) |
||
| 189-205 | 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 Statements

| 365 | NOI (Millions of NIS) |
|---|---|
| 9.4% | Same Properties NOI in Israel Increase compared to corresponding period last year |
| 254 | FFO (Millions of NIS) Increase of 16.5% compared to the corresponding period last year |
| 5,558 | Unrestricted Assets (Millions of NIS) Constituting 40% of total real estate |
| 1.89% | CPI-linked weighted debt interest |
| 1,160 | Cash and Credit Frameworks (Millions of NIS) |
| 93.8% | Occupancy Rate in Israel Increase of 0.8% compared to December 31 2021 |

The Board of Directors of Mivne Real Estate (C.D.) is honored to submit the Financial Statements of the Company and its subsidiaries ("the Company") for the period ending June 30 2022 ("The Reported Period").
This report must be read in conjunction with the 2021 Periodic report published on March 20 2022 (reference no.: 2022-01-031300) (hereinafter: "the 2021 Periodic Report"), presented here by way of referral.
The Company is active in the field of cashgenerating 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 on the Corporation's Business in the 2021 Periodic Report. The Company (including associates) owns some 1,933,000 m² of cashgenerating space, of which 1,634,000 m² is in Israel. The Company has land reserves and unused rights to the amount of 741,000 m²
Since 2009, inflation in Israel has been decreasing, and in 2014 to 2021 inflation rates were particularly low and move almost each year within a 1% range. Since 2021 inflation rates have risen in Israel and the world. In 2021 the Israeli Consumer Price Index increased by a rate of 2.8% and the CPI increase in June 2022 reflected a yearly growth of 4.4%. As noted, the price increases are a global trend – inflation in recent months in the US. reflects a yearly growth of 9.1% and the expected inflation for 2022, according to the IMF report published recently, is 6.6% in developed economies and 9.5% in developing economies.
Alongside the global increase in prices, central banks around the world have decided to increase interest rates, in order to halt the price increases. Thus, for instance, in the past two interest rate increases, the U.S. interest rate was raised by 1.5%, to a rate between 2.25% and 2.5%.
Over the course of the second quarter of 2022 and subsequent to the report date, the Bank of Israel increase the basic Israeli interest rate from 0.1% to 1.25%.

In the first half of 2022 the Consumer Price Index increased by 3.1%. The Company's revenues from rental fees are mostly linked to the Consumer Price Index and the increase in the CPI has contributed to the increase in the Company's revenues from rental fees and to an increase in the fair value of its assets, and in addition the Company is revaluating its CPIlinked obligations, as detailed in the "Summary of Primary Data" and the "Summary of Business Expenses" table in this report.
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 fortitude and the state of its assets, along with its cash balances and current cash flows it generates, will allow it to continue financing its activity and upholding its obligations.
In September 2021 agreements were reached with a number of companies from the Bank Mizrahi Tefahot Group regarding the purchase of their rights to 24 land properties in Israel with different zoning, including offices and commercial ("the Purchased Properties") in return for a total of 531.6 million NIS plus VAT. The transaction was completed in February 2022. 23 of the 24 Purchased Properties were rented to one of the sellers for variable periods. The total rental fees for the Purchased Properties are expected to amount to 26 million NIS. For further details see immediate report from January 31 2022 (reference no.: 2022-01-013006), presented here by way of referral.
In July 2022 the Company closed a transaction in accordance with an agreement with Yad Hanna Homesh Cooperative Village and Hutzot Shefayim to purchase shares of Yad Hanna Homesh Industries – Agricultural Cooperative Association Ltd. (hereinafter – the Association) with a total area of 10 hectares, in such a manner that the Company holds shares constituting 50% of the issued and paid-up stock capital of the Association, fully diluted, and joined the Association as a member.
In accordance with the plan applicable to part of the Land, the use permitted for them today is for industry, including storage. The Association intends to deal in the planning and promotion of
a project for the construction of a cash-generating employment compound on the Land. The proceeds for the shares sold amounted to a total of 140 million NIS, plus VAT. In addition, the Company provided the Association a capital note to the sum of 43 million NIS.
In March 2022 the Company issued, by way of expansion, debentures (Series 20 and 23)
The debentures (series 20) – the Company issued 530,610,000 NIS NV in return for a total of 645 million NIS. The effective interest embodied in the offering is 0.31%.
The debentures (series 23) – the Company issued 118,732,000 NIS NV in return for a total of 141million NIS. The effective negative interest embodied in the offering is -0.97%.
In April 2022 the protocol of the committee approving the decision of the Local Committee for Planning and Construction Tel Aviv-Yafo from March 23 2022, on the deposit of Plan no. 507- 0892091 "TA/MK/4974 – Ayalon Region" was approved, subject to fulfilling certain conditions ("the Plan") regarding part of Parcel 64 in Block 7069, located between Yigal Alon Street west of the Bitzron Neighborhood, Aminadav Street on the south and Meitav Street on the east ("the Land"), which is held by the Company via capitalized lease. The plan, as approved by the Local Committee, includes the construction of three buildings: a 47 story residential building, two 47-story employment buildings, and an additional employment structure of the "Mashbir Hamerkazi" building regarding which the plan has established it as a building for preservation.
The Plan area includes 1.3 hectares from the construction rights utilization, as follows:
a. Construction rights for housing – 41,600 m² primary area (constituting 400 housing units).
b. Construction rights for commerce and employment: some 125,000 m².
Approval of the plan is subject to the approval of the legally certified planning authorities.
In June 2022, the Company, through a partnership fully owned by the Company, engaged with a fullyowned company (indirectly) of U.S. RIT company Digital Realty Trust ("DLR" and together: "the Parties") in a number of agreements for the establishment and management of a limited partnership that will be held by the parties in equal shares and operate under the name Digital Realty Mivne ("the Partnership"), key of which are as follows:
The Partnership will act to purchase, establish, manage, finance, develop and rent data centers throughout Israel ("the Data Center Activity").

All of the parties' Data Center Activity in Israel shall be carried out through the Partnership only.
Both of the parties must inject capital to the Partnership to the sum of up to \$50 million in accordance with the board of directors of the General Partner ("the Initial Investment"). Additional financing of the activity will be carried out via outside financing, shareholder loans or additional capital injections by the parties, with dilution mechanisms set that will apply in the event that a decision is made by the board of directors of the General Partner to make an additional investment by the Parties (beyond the Initial Investment)), and one of the Parties has not provided their share.
Within the framework of the Data Centers Activity, the Partnership shall consider buying, renting and/or building on land and/or of suitable buildings in Israel for the activity in question, including (but not limited to) buildings owned or leased by the parties and/or related parties. In this regard, each party undertook to grant (or lead to the controlling company granting) the Partnership the first vote regarding renting such properties, so long as the purpose of their use is for Data Center Activity, as detailed in the agreement.
The agreements in question include additional generally accepted preconditions including mechanisms held by the Parties regarding the allocation of shares and rights to the General Partner and the Partnership, rights of refusal and joining rights in the event of a sale of shares or rights as noted above, and prohibition on the sale of such shares and rights for a period of seven years from the determining date.


As of June 30 2022, the Company's assets (on a consolidated basis), owned and leased, include 564 cashgenerating properties spread out across Israel with a total area of 1.6 million m², not including properties under construction. The properties are rented to 2,882 tenants, in contracts of various length. In addition, the Company has 16 projects in advanced construction and planning stages to the scope of 532,000 m².
The occupancy to value rate of the Company's properties in Israel as of June 30 2022 is 93.8% versus 93% on December 31 2021.


| Change Compared to Corresponding Period Last Year |
1-6/22 | 1-6/21 | Change Compared to Corresponding Period Last Year |
4-6/22 | 4-6/21 | |
|---|---|---|---|---|---|---|
| NOI in Israel* |
13.3% | 340 | 300 | 13.6% | 176 | 155 |
| Same Property NOI |
9.4% | 327 | 299 | 9.1% | 168 | 154 |
| NOI abroad** |
(34.2%) | 25 | 38 | (34.6%) | 11 | 17 |
| FFO | 16.5% | 254 | 218 | 16.8% | 132 | 113 |
| Increase in Known Index Rate |
3.13% | 1.4% | 1.93% | 1.3% |
* The increase in NOI in the first half of 2022 compared to the corresponding period last year derives from an increase from assets purchased to the sum of 12 million NIS, from an increase due to an increase in CPI to the sum of 10 million NIS, from the impact of Covid-19 to the sum of 11 million NIS and 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 7 million NIS.
** Most of the decrease derives from the sale of properties in Canada, Germany, the Netherlands and Serbia.
| Number of Properties as of June 30 2022 |
Above Ground Area as of June 30 2022 |
NOI for the Period 1-6.22 |
Fair Value of Cash Generating Property as of June 30 2022 |
Occupancy rate as of June 30 2022 |
Value of Real Estate Under Construction as of June 30 2022 |
||
|---|---|---|---|---|---|---|---|
| Use | m² | In Thousands of NIS |
In Thousands of NIS |
% | In Thousands of NIS |
||
| Offices | 63 | 393,900 | 125,145 | 4,199,535 | 92.3% | 1,069,469 | |
| Commercial centers | 23 | 191,954 | 64,137 | 2,182,955 | 92.1% | - | |
| Industrial and Logistics |
475 | 1,004,896 | 138,221 | 4,323,975 | 94.7% | - | |
| Residential | 3 | 13,185 | 6,700 | 245,895 | 92.1% | - | |
| Total | 564 | 1,603,935 | 334,203 | 10,952,360 | 93.8% | 1,069,469 | |
| Associates – Company Share | |||||||
| Offices | 5 | 16,979 | 3,514 | 148,188 | 74.1% | - | |
| Commercial centers | 2 | 13,352 | 5,999 | 195,412 | 93.9% | - | |
| Total | 7 | 30,331 | 9,513 | 343,600 | 82.8% | - | |
| Expanded Total | 571 | 1,634,266 | 343,716 | 11,295,960 | 93.6% | 1,069,469 |



| 30.6.2022 | December 31 2021 |
December 31 2020 |
December 31 2019 |
December 31 2018 |
|
|---|---|---|---|---|---|
| Commercial Centers |
2,183 | 2,030 | 1,878 | 1,892 | 1,812 |
| Industrial and Logistics |
4,324 | 3,911 | 3,589 | 3,500 | 3,554 |
| Offices 4,200 |
3,555 | 3,367 | 3,213 | 3,043 | |
| Rental Housing | 246 | 174 | 101 | - | - |
| Total cash generating property |
10,953 | 9,670 | 8,935 | 8,605 | 8,409 |
| Total construction | 1,069 | 723 | 168 | 135 | 52 |
| Total investment property |
12.022 | 10,393 | 9,103 | 8,740 | 8,461 |
| Country | Number of Properties |
Above-Ground Area in m² |
Number Tenants |
Rate of Occupancy rate |
Fair Value In Thousands of NIS |
NOI from Cash Generating Properties 1-6/2022 In Thousands of NIS |
|---|---|---|---|---|---|---|
| Cash-Generating Properties | ||||||
| Israel | 564 | 1,603,935 | 2,882 | 93.8% | 10,952,360 | 334,203 |
| Switzerland | 2 | 56,650 | 18 | 93.9% | 387,348 | 11,675 |
| Ukraine | 1 | 44.672 | 73 | 96% | 255,500 | 7,603* |
| North America | 4 | 77,544 | 180 | 72% | 235,436 | 2,880 |
| France | 5 | 119,447 | 5 | 98.5% | 18,299 | 2,416 |
| Total cash-generating properties |
576 | 1,902,248 | 3,158 | 93.2% | 11,848,943 | 358,777 |
| Land | ||||||
| Israel lands | 36 | 1,016,481 ** | ||||
| Abroad | 1 | 23.509 | ||||
| Total land | 37 | 1,039,990 | ||||
| Total | 613 | 1,902,248 | 3,158 | 93.2% | 12,888,933 | 358,777 |
| Israel – Associated Companies |
7 | 30,331 | 62 | 82.8% | 343,600 | 9,513 |
| Total | 620 | 1,932,579 | 3,220 | 93.1% | 13,232,533 | 368,290 |
| Deferred taxes*** | 2,163,245 |
* This data reflects partial rental receipts in light of the defense and geopolitical events occurring in the region.
** Including a total of 372 million NIS detailed within the framework of the table of projects being planned.
*** Deferred taxes included in the Company's Financial Statements and those of associates.


The Company owns some 1,933,000 m² of cash-generating space, of which 1,634,000 m² is in Israel. The Company has land reserves and unused rights to the amount of 741,000 m²

| Or Akiva Bnei Yehuda Hatzor Haglilit Yavniel Kfar Tavor Machanayim Ma'alot Nesher Tzippori Kiryat Shmona Ma'aleh Ephraim |
Alon Tavor Gan Shmuel Tiberias Yessod Hama'alah Yokneam Karmiel Metula Nahariyah Heffer Valley Safed Segev Yad Hanna |
Beit She'an Haifa Pardes Hannah Migdal Ha'emek Menechemia Nof Hagalil Afula Katzrin Shlomi |
|---|---|---|
| Tel Aviv Be'erot Yitzhak Holon Ra'anana Beit Shemesh Petach Tikva Ramleh Ramat Gan |
Or Yehuda Bat Yam Kfar Saba Rosh Ha'ayin Hadera Rishon Lezion Mishor Edomim Netanya |
Elkana Herzliya Tzur Yitzhak Kochav Yair Jerusalem Rehovot Kiryat Ono |
| Yavneh Kiryat Malachi Sderot Arad Nir Galim Mitzpeh Ramon Sha'ar Hanegev |
Ashdod Kiryat Gat Ofakim Ein Yahav Beersheba Dimona Ganei Tal |
Be'er Tuvia Ashkelon Yerucha Kannot Eilat Lehavim |

Concentrated Data on Projects in Construction, Planning and Development Stages(as of June 30 2022)1
| Project Name |
Location | Main Use | Company's Share |
Design Status | Built-Up Area (m²) |
Project's Value in the Company's Books |
Estimated Construction Cost Balance |
Estimated NOI Fully Occupied |
|---|---|---|---|---|---|---|---|---|
| In Millions of NIS | ||||||||
| Hasolelim | Tel Aviv | Offices and commercial |
100% | End of paneling, excavation and foundation works. Approaching completion of works on lower structure. |
**68,300 | 634 | 635 | 109-117 |
| "Mivne" Compound |
Holon | Offices | 100% | Finishing and adjustment works completed, in final stages of submitting a population permit. |
14,800 | 125 | 4 | 8-10 |
| Sarona | Kfar Saba |
Offices | 100% | Underway, Estimated completion – 2024. |
*26,000 | 132 | 109 | 22-24 |
| Haifa Life Sciences Park (2 buildings) |
Haifa | Offices | 50% | Foundation and lower structure work underway. |
14,000 | 19 | 137 | 12 |
| Kiryat Hamishpat |
Kiryat Gat |
Offices | 100% | Finishing works underway. Estimated completion – Q4/2022 |
5,000 | 38 | 1 | 3 |
| "Mivne" Herzliya Pituach |
Herzliya | Residential | 100% | Undergoing paneling and excavation works. |
103 housing units |
120 | 98 | 8-9 |
| Offices and commercial |
24,300 | 216 | 27-30 | |||||
| Total | 152,400 | 1,068 | 1,200 | 189-205 |
* The Company is acting to add 4 stories, for a total addition of 6,000 m².
** The projects features 461 parking spaces.

| 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) |
|
|---|---|---|---|---|---|---|---|
| Hameitav, Stage B | Tel Aviv | Residential, Employment and commercial |
100% | The plan was approved for deposit on April 23 2022. |
125.000 | 139* | |
| Conditions for deposits in round of signatures. |
400 housing units |
||||||
| Hasivim Neveh Oz | Petach Tikva |
Offices | 100% | Town construction plan approved. Implementation date not yet decided. |
13,000 | 24 | |
| Haifa Life Sciences Park (2 buildings) |
Haifa | Offices | 50% | Preliminary planning | 14,000 | 11 | |
| Crytek 2 | Yokneam | Offices | 100% | Decided to push permit forward, permit receipt forecast - Q1/2023. |
25,000 | 5 | |
| Beersheba | Beersheba | Hotels | 100% | Paneling and excavation permit received, full permit expected Q1/2023. |
7,000 | 7 | |
| Akerstein Towers | Herzliya | Offices | 53% | In discussions with regional committee. In |
50,000 | - | |
| Stage B | Residential | planning stages for Town Plan. |
150 housing units |
||||
| Office Tower in Giv'at Sha'ul |
Giv'at Sha'ul |
Offices | 100% | Decided to push permit forward, forecast - Q2/2023. |
34,750 | 47 | |
| Ha'elef Compound | Rental housing Rishon and student Lezion dormitories |
50% | Detailed plans being prepared for the purpose of filing a request for a building permit. |
17,000 | 71 | ||
| Hadera | Hadera | Offices | 50% | Town Plan advanced at district authority for added zoning for residential and commercial |
1,250 | 30 | |
| Be'er Tuvia | Be'er Tuvia |
Industrial | 50% | It was decided to push a permit forward, paneling and excavation permit receipt forecast - 2023. |
15,600 | 38 | |
| Total | 302,600 | 372 |
* The value of the project, including the cash-generating portion, amounts to 435 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 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 1.35 of the Report on the Corporation's Business in the 2021 Periodic Report.
| Town | Use | Number of Units |
Area (m²) | Book Value/ Sum Paid (Thousands of NIS) |
Balance Payable (Thousands of NIS) |
NOI/Expected NOI (Thousands of NIS) |
Expected Yield |
|---|---|---|---|---|---|---|---|
| Jerusalem | Housing Collection |
317 | 12,353 | 119,426 | - | 7,300 | Income producing |
| Kiryat Ono | Student Dorms |
113 | 3,334 | 58,660 | - | 3,100 | Income producing |
| Kiryat Ono | Residential | 30 | 2,690 | 65,647 | - | 1,789 | Income producing |
| Ben Shemen |
Residential | 80 | 8,913 | 25,518 | 109,541 | 4,235 | Q3/2024 |
| Hadera | Residential | 50 | 4,507 | 14,166 | 60,313 | 1,679 | Q4/2024 |
| Ramat Hasharon |
Residential | 50 | 6,044 | 24,233 | 124,996 | 5,508 | Q3/2023 |
| Ramat Chen | Residential | 80 | 7,177 | 37,485 | 156,078 | 5,283 | Q4/2026 |
| Total | 720 | 45,018 | 345,135 | 450,928 | 28,894 |
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 | 128 | 17,751 | 15,560 |
| Increasing the size of existing installations |
- | 4,383 | 2,674 |
| Installations with quota | 150 | 20,248 | 14,222 |
| Installations in approval proceedings |
15 | 1,709 | 1,308 |
| Total | 293 | 44,091 | 33,764 (*) |
(*) The Company's share of expected revenues, is expected to amount to a total of 26 million NIS.
The amortized cost in the books for the solar facilities is 107 million NIS and the balance of the cost for implementation totals 47 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 non-realization. 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 1.35 of the Report on the Corporation's Business in the 2021 Periodic Report.
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:
| 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 2022 (Millions of NIS) |
Total Cost Balance |
Developer Profit Not Yet Recognized |
|---|---|---|---|---|---|---|---|---|---|---|
| % | As of June 30 2022 | As of the publication of the report | ||||||||
| Hasolelim2 | 360 | 75% | 79 | 253 | 80 | 258 | 6 | 371 | 374 | 261 |
| Hameitav Tel-Aviv3 |
2 | 50% | 2 | 12 | 2 | 7 | 2 | 2 | - | 2 |
| Merom Hasharon Stage F |
134 | 90% | 27 | 52 | 29 | 56 | 1 | 51 | 89 | 83 |
| Merom Hasharon Stage G |
79 | 90% | - | - | - | - | - | 34 | 42 | 48 |
| Total | 575 | 108 | 317 | 111 | 3 | 9 | 458 | 505 | 394 |
Balance of units in inventory As of June 30 2022.
The project is undergoing paneling, excavation and foundation works.
As of June 30 2022 and as of the publication of the report 167 units were delivered at a monetary scope of 436 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 1.35 of the Report on the Corporation's Business in the 2021 Periodic Report.
| Location | Number of Housing Units | Holdings in Projects | Total Investment as of June 30 2022 |
|
|---|---|---|---|---|
| In % | In Millions of NIS | |||
| Sdeh Dov | 230 | 33.33% | 235 | |
| Or Akiva | 74 | 100% | 9 | |
| Other | 101 | 100% 8 |
||
| Total | 405 | - | 252 |
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 2022 amounts to 5.9 billion NIS. The debt's total life span in Israel is 4.41 years and the weighted effective interest rate is 1.89% CPI-linked.
As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 1.2 billion NIS, and unencumbered real estate properties to the sum of 5.6 billion NIS.
Gross real profit margins between cash-generating properties and CPI-linked weighted debt cost

| Average Life |
Weighted Effective |
2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 Onward |
Balance as of June 30 2022* |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Span Interest |
In Millions of NIS | ||||||||||
| Israel | 4.41 | 1.89% | 159 | 484 | 1.090 | 607 | 984 | 819 | 867 | 1,093 | 6,103 |
| Weighted Interest Rate for Redemptions Performed in the Period |
2.07% | 2.15% | 2.45% | 2.17% | 1.68% | 2.32% | 2.1% | 1.18% | |||
| Weighted interest rate | 1.89% | 1.87% | 1.72% | 1.65% | 1.64% | 1.36% | 0.76% | 0.49% | |||
| Overseas | 7.14 | 1.5% | 14 | 1 | 1 | 47 | - | - | - | 162 | 225 |
| Total redemptions | 173 | 485 | 1,091 | 654 | 984 | 819 | 867 | 1,255 | |||
| lien | Of these, a "balloon" guaranteed by a | (14) | - | (655) | (225) | (551) | (537) | (379) | (162) | ||
| Redemptions less pledged cash flows |
159 | 485 | 436 | 429 | 433 | 282 | 488 | 1,093 | |||
| Value of asset pledged | 33 | - | 1,624 | 590 | 836 | 1,369 | 1,204 | 354 | |||
| LTV rate of pledged asset | 42.8% | - | 40.4% | 38.1% | 66% | 39.2% | 31.45% | 45.62% |
* The balance as of June 30 2022 for debentures includes a discount or premium.
June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs
NET OPERATING NOIINCOME
Company management believes that NOI is an important parameter in valuing cash-generating 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 NOI:
| Q4 2022 | Q1 2022 | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | |
|---|---|---|---|---|---|---|
| Identical properties for the period |
168,074 | 159,225 | 156,568 | 157,112 | 154,043 | 145,126 |
| Properties Purchased in the Period |
7,485 | 5,119 | 736 | - | - | - |
| Properties sold | 4 | 41 | 168 | 263 | 473 | 522 |
| NOI – Total | 175,563 | 164,385 | 157,472 | 157,375 | 154,516 | 145,648 |
The NOI in the second quarter of 2022 totaled 176 million NIS, compared to 155 million NIS in the corresponding quarter last year, constituting a growth of 13.6%.
The same property NOI in the second quarter of 2022 amounted to 168 million NIS compared to 154 million NIS in the corresponding quarter last year, constituting a 9.1% increase.
The increase in the NOI for the second quarter compared to the first quarter of 2022 derives from a 3.3 million NIS increase due to assets purchased, a 3 million NIS increase due to the increase in CPI and real increases (new rentals, an increase in rental fees in contract renewals and a decrease in net management expenses) to the sum of 4.9 million NIS.
The following is the calculation of the weighted cap rate derived from all the cash-generating properties in Israel as of June 30 2022:
| Consolidated (in Millions of NIS) |
|
|---|---|
| Investment property in consolidated report as of June 30 2022 | 12,716 |
| Less - foreign real estate | (920) |
| Less – value of lands classified as investment property | (1,016) |
| Plus – value of cash-generating properties intending for realization | 2 |
| Income-generating investment property in Israel as of June 30 2022 | 10,782 |
| Less value attributed to vacant spaces | (597) |
| Less value attributed to rental housing | (245) |
| Investment property attributed to rented spaces as of June 30 2022 | 9,940 |
| NOI from cash-generating properties in Israel as of June 30 2022 | 334 |
| Standard yearly NOI (plus contracts that have been signed and not yet fully expressed). |
705 |
| Yearly NOI less NOI attributed to rental housing | 691 |
| Weighted cap rate deriving from income-generating investment property in Israel |
6.95% |


June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs

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:


| 1-6.2022 | 1-6.2021 | 4-6.2022 | 4-6.2021 | 1-12.2021 | |
|---|---|---|---|---|---|
| Net profit for the period | 685,109 | 393,089 | 618,647 | 242,393 | 955,048 |
| Changes in value of investment property and investment property under construction |
(792,713) | (268,658) | (764,625) | (196,434) | (756,381) |
| Profits and losses from the sale of real estate, investees, other revenues and realization of capital reserves from translation differences. |
4,012 | (20,588) | 1,288 | (27,836) | (43,490) |
| Tax expenses from the sale of properties and other revenues |
- | 5,990 | - | 4,290 | 5,990 |
| Impairment of goodwill | - | - | - | - | 7,498 |
| Changes in fair value of financial instruments |
25,130 | 6,125 | 17,028 | (6,106) | 8,453 |
| Adjustments due to taxes | 200,498 | 63,136 | 183,732 | 51,799 | 178,570 |
| Loans attributed to affiliated companies | (99) | 7,011 | (697) | (1,585) | (7,225) |
| Revaluation of assets and liabilities | 1,778 | 2,675 | 928 | 1,761 | 3,665 |
| Other revenues | (11,760) | (46,528) | (5,279) | (24,912) | (68,416) |
| Nominal FFO | 111,955 | 142,252 | 51,022 | 43,370 | 283,712 |
| Added – expenses of linkage differences on the debt principal and exchange rate differences |
133,781 | 64,661 | 78,281 | 64,160 | 153,666 |
| Real FFO | 245,736 | 206,913 | 129,303 | 107,530 | 437,378 |
| FFO attributed to cash-generating property |
253,832 | 217,823 | 132,467 | 113,395 | 460,487 |

The Company's forecast for its key operating results in 2022, based on the following working assumptions:
| 2022 Forecast Update, in Millions of NIS | |||||||
|---|---|---|---|---|---|---|---|
| In Practice 1-6/2022 |
Revised 2022 Forecast |
Previous Forecast |
2021 in Practice | ||||
| NOI | 365 | 730-750 | 720-740 | 691 | |||
| FFO attributed to cash generating property |
254 | 500-520 | 480-500 | 460 |
The information in the above table featuring a forecast for all of 2022 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 1.35 of the Report on the Corporation's Business and for details on the business environment see Section 1.8 of the Report on the Corporation's Business in the 2021 Periodic Report.

Business Results Summary Table (in Millions of NIS)
| For the Period (in Millions of NIS) | ||||||
|---|---|---|---|---|---|---|
| Notes and Explanations | ||||||
| 1-6.2022 | 1-6.2021 | 4-6.2022 | 4-6.2021 | |||
| Revenues from rental and property management fees |
467 | 436 | 235 | 221 | Most of the increase in the period derives from the purchase of Bank Mizrachi properties and rental housing, from the impact of the CPI increase on rental contracts and increased occupancy rates and a real increase in rental fees. Furthermore, during the first half of the year last year an 11 million NIS negative impact was recorded due to the influence of Covid-19. |
|
| Maintenance and Management Cost | 108 | 102 | 51 | 51 | ||
| and Land | Revenues from the Sale of Apartments | 16 | 162 | 16 | 110 | |
| Cost of Apartments and Land Sold | 12 | 137 | 12 | 100 | ||
| Increase in Fair Value of Investment Property |
793 | 269 | 765 | 196 | Over the course of the period, 150 valuations were carried out for properties in Israel worth 5.2 billion NIS. The increase in value in the period derived from an increase in the value of land, and increase in real rental fees, improved occupancy rates and a decrease in capitalization rates. Following the increase in the Consumer Price Index, a 250 million NIS value increase was recorded. In addition, the Company recorded a revaluation of 222 million NIS for the Solelim Project, which largely derived from an increase in rental fees and from a drop in capitalization rates. In addition, in the first quarter the Company listed an impairment to the sum of 45 million NIS as a result of the revaluation of the debt in Kyiv, Ukraine. |
|
| Administrative and General, Sales and Marketing Expenses |
45 | 44 | 21 | 22 | ||
| Realization of Capital Reserve due to Adjustments from the Translation of Financial Statements |
- | (13) | - | (17) | ||
| Financing Expenses |
Net interest expenses | 64 | 64 | 32 | 32 | |
| Expenses from change in CPI, net |
154 | 59 | 102 | 55 | A 3.13% CPI increase in the period against a 1.4% increase in the corresponding period last year. |
|
| Loss from early redemption |
2 | 14 | 2 | - | ||
| Net expenses (revenues) from exchange rate differences and others |
6 | (2) | (7) | 7 | ||
| Total | 226 | 135 | 129 | 94 | ||
| Income tax expenses | 210 | 85 | 190 | 53 | ||
| Net Profit | 685 | 393 | 619 | 242 |
| As of June 30 2022 |
As of December 31 2021 |
Notes and Explanations | ||
|---|---|---|---|---|
| Current Assets | 1,327 | 1,644 | Mostly a decrease in cash balances due to investments and purchases in the period. |
|
| Investments handled using the book value method |
388 | 367 | ||
| Investment property, investment property in development and advance payments on account of investment in land |
13,929 | 12,254 | The increase largely derives from the completion of the Mizrahi transaction, from the receipt of apartments in Kiryat Ono and from increases in value in the period. |
|
| Inventory of land for construction | 252 | 250 | ||
| Short-term credit, current maturities |
383 | 652 | The decease largely derives from the repayment of private loans. |
|
| Long-term loans and liabilities from banking corporations, credit providers and others. |
1,295 | 1,213 | ||
| Long-term debentures | 4,965 | 4,243 | The increase largely derives from the expansion of Series T and W. |
|
| Total equity attributed to shareholders |
7,500 | 6,902 | Most of the increase derives from comprehensive income in the period to the sum of 715 million NIS, a capital offering of 16 million NIS, offset by dividends to the sum of 135 million NIS. |
|
| Total Equity | 7,485 | 6,892 |

| Sources | In Millions of NIS | |||||
|---|---|---|---|---|---|---|
| Balance of Cash at the Beginning of the Period | 923 | |||||
| Cash Deriving from Current Activities | 226 | |||||
| Investment Activities | ||||||
| Sale of assets | 40 | |||||
| Investment and issue of loans to investees, net | (22) | |||||
| Investment in investment property, real estate under development and property, plant and equipment |
(802) | |||||
| Investment in subsidiaries | (10) | |||||
| Total investment activity | (794) | |||||
| Financing Activity | ||||||
| Issue of debentures | 780 | |||||
| Repayment of short-term credit | (47) | |||||
| Stock offering | 16 | |||||
| Receipt of loans from banks and long-term liabilities | 21 | |||||
| Repayment of loans from banks and long-term liabilities | (252) | |||||
| Redemption of debentures | (172) | |||||
| Dividends paid to shareholders | (136) | |||||
| Total financing activity | 210 | |||||
| Exchange rate differentials due to cash and cash equivalent balances | 5 | |||||
| Balance of cash at the end of the period | 570 |
As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 1.2 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 debenture series (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 November 30 2011 and as updated on March 19 2017, see Appendix C to the Board of Directors' Report.
Working capital, including assets and liabilities held for sale as of June 30 2022, amounted to 695 million NIS in the Financial Statements compared to a total of 800 million NIS as of December 31 2021. Working capital, including assets and liabilities held for sale as of June 30 2022, amounted to 556 million NIS in the Solo Financial Statements compared to a total of 680 million NIS as of December 31 2021.
The Company has financial obligations to the sum 6.9 billion NIS, of which 5.6 billion NIS are CPI-linked. The Company's cash-generating property in Israel is worth 11 billion NIS, is largely rented in CPI-linked rental agreements, and the Company considers this to be long-term inflationary protection.
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 2022 the investment in these companies amounts to 388 million NIS, of which 296 million NIS is in Israel.
In May 2021 Standard & Poor's Maalot revised the rating of the Company and its debentures. The rating of the Company, its unguaranteed debentures (Series 15, 16, 17 and 20) and debentures (Series 24) guaranteed by the shares of Darban Investments Ltd. (a subsidiary) increased from ilAA- to ilAA. The rating of the debentures guaranteed by income-generating real estate properties (Series 18, 19 and 23) which had been ilAA and the Company's short-term create rating which was ilA-1+ were ratified with a stable outlook. In October 2021 Standard & Poor's Maalot announced that it was issuing a rating of ilAA to the debentures (Series 25) issued by the Company, to a total scope of up to 1.2 billion NIS NV. In March 2022 Standard & Poor's Maalot announced that it was granting a rating of ilAA to the debenture expansion (Series 20 and 23).
On May 22 2022, Midroog Ltd. announced the rating for the Company and the debentures issued by the Company. The rating of the Company and the debentures (Series 15, 16, 17, 20, 24 and 25) was set at Aa2.il. The rating of the debentures guaranteed by cash-generating properties (Series 18, 19 and 23) was set at Aa1.il. All at a stable outlook. Midroog also set a short-term rating for the Company of P-1.il.

In March 2022 the Company Board of Directors decided on a dividend distribution policy for 2022 totaling 240 million (net without the share of a filly-owned subsidiary) 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.
On May 22 2022 the Company's Board of Directors decided to distribute dividends to the sum of 63.8 million NIS (the net sum of the dividends without the share of a fully-owned subsidiary is 60 million NIS).
On August 14 2022 the Company's Board of Directors decided to distribute dividends to the sum of 62.5 million NIS (the net sum of the dividends without the share of a fully-owned subsidiary is 60 million NIS).
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
David Zvida
Company CEO
Chair of the Board of Directors
August 14 2022

| 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 |




Disclosure Provisions with Regard to the Corporation's Financial Reporting
28
For details on material events during and subsequent to the reported period, see Note 4 to the Company's June 30 2022 Consolidated Interim Financial Statements.
In accordance with the option granted within the framework of the Companies Regulations (Rules on Remuneration and Expenses for an External Director) (Temporary Order), 2022 ("the Temporary Order") on March 17 2022 the Company Board of Directors established covenants that will apply in a period in which a state of emergency or a special heath situation has been declared as per the Temporary Order, regarding the reclassification of directors in meetings held using means of communications, as participation in a regular meeting ("the Covenants").
After implementing the Covenants, the Company paid the directors additional remuneration to the sum of 70,000 NIS.

Special Disclosure for Debenture Holders: Bonds in Public Hands
30
As of June 30 2022 there are 9 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 2022 (In Thousands of NIS) |
Debentures Debentures (Series 15) (Series 16) |
Debentures (Series 17) |
Debentures (Series 18) |
Debentures (Series 19) |
Debentures (Series 20) |
|
|---|---|---|---|---|---|---|
| Date of Issue | October 31 2013 July 10 2014 |
July 10 2014 | May 10 2016 | September 29 2016 |
July 30 2017 | |
| Notational Value Upon Issue |
437,881 | 347,130 | 757,524 | 683,000 | 423,512 | 523,521 |
| Outstanding Notational Value |
7,500 | 234,104 | 451,117 | 657,720 | 383,541 | 949,427 |
| Stock market rate (in 0.01 NIS) |
106.34 | 107.8 | 116.55 | 115.06 | 115.38 | 115 |
| Outstanding Notational Value, Linked |
7,500 | 234,104 | 476,833 | 708,679 | 408,683 | 1,014,735 |
| Accrued interest | 106 - |
- | 3,375 | 2,649 | - | |
| Fair Value | 7,178 252,364 |
525,777 | 756,773 | 442,530 | 1,091,841 | |
| Interest type | Fixed interest | |||||
| Denoted Yearly Interest Rate |
5.74% | 5.65% | 3.7% | 2.85% | 2.6% | 2.81% |
| Principal payment dates |
Nine non-equal yearly installments paid on April 1 of each of the years from 2016 to 2024. 4% will be paid in the first and second installments, 8% of the principal will be paid in the third installment and 14% of the principal will be paid in each of the fourth through ninth installments. |
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. |
Four unequal annual installments on December 30 of each year from 2021 to 2024. 16% of the principal shall be paid in the first installment, 11% of the principal shall be paid in the second installment, 13% of the principal shall be paid in the third installment and 60% of the principal shall be paid in the fourth installment. |
Ten unequal annual installments on March 31 of each year from 2018 to 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 to 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 |
April 1 and October 1 of each year from 2014 to 2024. |
June 30 and December 31 of each year from 2014 to 2028 |
June 30 and December 31 of each year from 2014 to 2028 |
October 30 and April 30 of each of the years from 2016 through 2024. |
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. |
| Linkage Basis and Terms |
Non-linked | Non-linked | May 2014 CPI | March 2016 CPI | August 2016 CPI |
June 2017 CPI |

| (Principal and Interest) |
|||||||
|---|---|---|---|---|---|---|---|
| Does it constitute a material obligation? |
No | No | No | No | No | No | |
| Rating company | S&P Maalot | ||||||
| Rating | AA stable | ||||||
| Are there guarantees for the payment of the obligations? |
No | ||||||
| Are there any liens? |
No | No | No | Yes. Real estate properties. See Appendix A of Part A of the 2021 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 20 2020 Shelf Offering Report (reference no. 2020-01- 081835). |
Yes. Real estate properties. See Appendix A of Part A of the 2021 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). |
No | |
| Trustee | Mishmeret Trust Services Ltd. (1) | Resnick Paz Nevo Trusts Ltd. (2) | |||||
| Right to early repayment |
(3) |

| As of June 30 2022 (In Thousands of NIS) |
Debentures Series 23 Debentures Series 24 (Formerly Series 14 in Jerusalem (Formerly Series 15 in Jerusalem Economy Ltd.) Economy Ltd.) |
Debentures Series 25 | ||
|---|---|---|---|---|
| Date of Issue | September 18 2016 | June 21 2017 | 1.11.2021 | |
| Notational Value Upon Issue | 607,923 | 612,810 | 1,026,666 | |
| Outstanding Notational Value |
656,046 | 514,760 | 1,026,666 | |
| Stock market rate (in 0.01 NIS) |
113.78 | 114.32 | 91.88 | |
| Outstanding Notational Value, Linked |
696,930 | 546,333 | 1,058,808 | |
| Accrued interest | 4,216 | - | 924 | |
| Fair Value | 746,449 588,474 |
943,301 | ||
| 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 from 2018 to 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, 2025 as well as 2027- 2033. First and second installments of 5% of the principal, third to fifth installments of 10% of the principal and sixth through ninth installments of 15% of the principal. |
|
| 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 | October 2021 CPI | |
| Does it constitute a material obligation? |
No | No | Yes | |
| Rating company | S&P Maalot | |||
| 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 2021 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). |
Yes. Darban shares. See Note 23.c.1 to the Consolidated Financial Statements in the 2021 Periodic Report and Appendix B to the 2021 Periodic Report. |
No | |
| Trustee | Resnick Paz Nevo Trusts Ltd. (2) | |||
| to early repayment | (3) |


The Company's debentures (Series 20 and 25) constitute reportable credit.
The following are details regarding the Company's compliance with the financial covenants (Series 20):
| The Covenant | Ratio as of the Report Date |
Compliance as of Report Date |
|---|---|---|
| Equity will be decreased to below 1.2 billion NIS, for two consecutive quarters. |
7,500 Millions of NIS |
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. |
38.9% | 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. |
8.2 | 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. |
48.5% | 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 Report Date |
Compliance as of Report Date |
|---|---|---|
| Equity will be decreased to below 1.3 billion NIS. | 7,500 Millions of NIS |
Meeting the condition |
| The net financial debt to balance sheet ratio, as defined in the deed of trust, shall not exceed 73%. |
38.9% | Meeting the condition |
| The net financial debt to gross profit ratio, as defined in the deed of trust, shall not exceed 15. |
8.2 | 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. |
48.5% | Meeting the condition |
| The Covenant | Ratio as of the Report Date |
Compliance as of Report Date |
|---|---|---|
| Equity will be decreased to below 2.5 billion NIS, for two consecutive quarters. |
7,500 Millions of NIS |
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. |
38.9% | 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. |
8.2 | 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. |
48.5% | Meeting the condition |
| The Covenant | Ratio as of the Report Date |
Compliance as of Report Date |
|---|---|---|
| Equity will be decreased to below 3.4 billion NIS. | 7,500 Millions of NIS |
Meeting the condition |
| The net financial debt to balance sheet ratio, as defined in the deed of trust, shall not exceed 70%. |
38.9% | Meeting the condition |
| The net financial debt to gross profit ratio, as defined in the deed of trust, shall not exceed 13. |
8.2 | Meeting the condition |


| Section | US Dollar |
Swiss | EUR | Canadian Dollar |
CPI | Unlinked | Non Financial |
Total |
|---|---|---|---|---|---|---|---|---|
| Thousands of NIS | ||||||||
| Cash and cash equivalents |
16,080 | 20,771 | 40,010 | 11,287 | - | 481,429 | - | 569,577 |
| Short-term investments | - | - | 59,713 | - | - | 20,381 | - | 80,094 |
| Trade receivables | 917 | 390 | 6,290 | 2,835 | - | 28,167 | - | 38,599 |
| Receivables and debit balances |
12,492 | 1,787 | 12,132 | 4,091 | 40,073 | 51,537 | 10,263 | 132,375 |
| Taxes receivable | 150 | 449 | 498 | 29 | 38,963 | - | - | 40,089 |
| Deposits and long-term debit balances |
- | - | - | 245 | 29,549 | - | - | 29,794 |
| Investments in investees | - | - | 19,415 | - | - | 8,502 | 360,048 | 387,965 |
| Assets held for sale | - | - | - | - | - | - | 1,660 | 1,660 |
| Advance payments on account of investments in land |
- | - | - | - | - | - | 143,641 | 143,641 |
| Inventory of land for residential construction and apartments under construction |
- | - | - | - | - | - | 716,691 | 716,691 |
| Investment property | - | - | - | - | - | - | 12,716,069 | 12,716,069 |
| Investment real estate under construction |
- | - | - | - | - | - | 1,069,469 | 1,069,469 |
| Fixed assets | - | - | - | - | - | - | 158,167 | 158,167 |
| Intangible assets | - | - | - | - | - | - | 19,630 | 19,630 |
| Deferred taxes | - | - | - | - | - | - | 306 | 306 |
| Total assets | 29,639 | 23,397 | 138,058 | 18,487 | 108,585 | 590,016 | 15,195,944 | 16,104,126 |
| Trade payables | 13 | 317 | 7,461 | 3,653 | - | 52,411 | - | 63,855 |
| Accounts payable and credit balances |
3,148 | 1,444 | 10,904 | 813 | 15,782 | 111,335 | 31,632 | 175,058 |
| Taxes payable | - | - | 7,384 | - | - | 2,839 | - | 10,223 |
| Loans from banking corporations including current maturities |
54,734 | 173,408 | 15,249 | 39,331 | 482,603 | 478,761 | - | 1,244,086 |
| Other liabilities | 54,795 | - | - | 234 | - | 57,508 | - | 112,537 |
| Debentures | - | - | - | - | 5,026,778 | 259,673 | - | 5,286,451 |
| Tenant deposits | 952 | 22 | 141 | - | 40,693 | - | - | 41,808 |
| Employee benefit liabilities, net |
- | - | - | - | - | - | 8,070 | 8,070 |
| Deferred taxes | - | - | - | - | - | - | 1,677,291 | 1,677,291 |
| Total liabilities | 113,642 | 175,191 | 41,139 | 44,031 | 5,565,856 | 962,527 | 1,716,993 | 8,619,379 |
Liabilities

Annually financial statements - for the period ended June 30, 2022
This is an English translation of the Hebrew consolidated Interim financial statements, that was published on August 15, 2022 (reference no.:2022-01-102949) (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.

| Page | |
|---|---|
| C.P.A. Review | 2 |
| Consolidated Financial Statements (unaudited): | |
| 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 | 15-21 |
1
Kost Forrer Gabbay & Kassirer 144a Menachem Begin Road, Tel Aviv 6492102
Phone no. +972-3-6232525 Fax +972-3-5622555 ey.com

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 2022 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 conclusions with regard to the financial information for these interim periods, 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 13.3% of all consolidated assets as of June 30 2022, and revenues of which included in the consolidation constitute 14.27% and 11.45%, respectively, of all consolidated revenues for the nine and three month periods ending that date. Furthermore, we did not audit the concise interim financial information of companies presented according to the book value method, the investment in which amounted to a total of 169 million NIS as of June 30 2022, with the Group's share of the profits of the companies in question amounting to 1.8 million NIS and 237 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.
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 are not expressing an audit-level opinion.
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, Kost Forrer Gabbay & Kassirer August 14 2022 Certified Public Accountants
| As of June 30 | As of December 31 |
|||
|---|---|---|---|---|
| 2022 | 2021 | 2021 | ||
| Unaudited | Audited | |||
| Thousands of NIS | ||||
| Current Assets | ||||
| Cash and cash equivalents | 569,577 | 214,499 | 922,515 | |
| Short-Term Investments and Deposits | 59,762 | 143,232 | 83,265 | |
| Limited cash and funds in trust | 20,332 | 80,256 | 20,899 | |
| Trade receivables | 38,599 | 39,939 | 28,391 | |
| Receivables and debit balances | 132,375 | 94,973 | 121,596 | |
| Taxes receivable | 40,089 | 15,258 | 22,697 | |
| Inventory of land, apartments and buildings for sale and under | ||||
| construction | 464,939 | 410,937 | 424,709 | |
| 1,325,673 | 999,094 | 1,624,072 | ||
| Assets held for sale | 1,660 | 110,288 | 20,119 | |
| 1,327,333 | 1,109,382 | 1,644,191 | ||
| Non-Current Assets | ||||
| Advance payments on account of investment property | 143,641 | 192,667 | 190,522 | |
| Other receivables | 29,794 | 27,745 | 31,148 | |
| Investments in companies handled using the book value method | 387,965 | 281,110 | 367,459 | |
| Investment property | 12,716,069 | 10,816,807 | 11,340,203 | |
| Investment property under development | 1,069,469 | 533,304 | 722,908 | |
| Inventory of land for construction | 251,752 | 16,654 | 249,763 | |
| Fixed assets, net | 158,167 | 104,191 | 131,669 | |
| Intangible assets, net | 19,630 | 27,128 | 19,630 | |
| Deferred taxes | 306 | 241 | 312 | |
| 14,776,793 | 11,999,847 | 13,053,614 | ||
| 16,104,126 | 13,109,229 | 14,697,805 |
| As of | ||||
|---|---|---|---|---|
| As of June 30 | December 31 | |||
| 2022 | 2021 | 2021 | ||
| Unaudited | Audited | |||
| Thousands of NIS | ||||
| Current Liabilities | ||||
| Credit from banks and credit providers | - | 15,000 | 34,915 | |
| Current maturities of debentures | 321,589 | 368,162 | 302,817 | |
| Current maturities of loans and other liabilities | 61,546 | 391,881 | 313,825 | |
| Trade payables | 63,855 | 52,687 | 41,463 | |
| Accounts payable and credit balances | 173,351 | 171,782 | 138,250 | |
| Advance payments from buyers | 1,707 | 38,336 | 4,578 | |
| Taxes payable | 10,223 | 14,122 | 8,190 | |
| 632,271 | 1,051,970 | 844,038 | ||
| Non-Current Liabilities | ||||
| Loans from banking corporations and financial institutions | 1,182,540 | 831,555 | 1,110,347 | |
| Debentures | 4,964,862 | 3,312,295 | 4,242,917 | |
| Other liabilities | 112,537 | 100,675 | 102,829 | |
| Tenant deposits | 41,808 | 38,835 | 38,543 | |
| Employee benefit liabilities | 8,070 | 7,921 | 7,925 | |
| Deferred taxes | 1,677,291 | 1,333,953 | 1,459,474 | |
| 7,987,108 | 5,625,234 | 6,962,035 | ||
| Equity Attributable to Company Shareholders | ||||
| Share capital | 1,499,999 | 1,526,222 | 1,495,852 | |
| Premium on Shares | 3,515,622 | 3,716,971 | 3,500,029 | |
| Reserve from Share-Based Payment Transactions | 20,391 | 20,286 | 22,271 | |
| Treasury shares | (393,227) | (641,127) | (393,227) | |
| Retained earnings | 3,007,000 | 2,012,711 | 2,458,783 | |
| Adjustments arising from the translation of the financial statements of | ||||
| foreign activity | 129,101 | 99,358 | 97,080 | |
| Capital reserve from transactions with minority shareholders | (279,026) | (279,026) | (279,026) | |
| 7,499,860 | 6,455,395 | 6,901,762 | ||
| Non-Controlling Interests | (15,113) | (23,370) | (10,030) | |
| Total Equity | 7,484,747 | 6,432,025 | 6,891,732 | |
| 16,104,126 | 13,109,229 | 14,697,805 |
| August 14 2022 | |||
|---|---|---|---|
| Approval Date of the Financial | Tal Fuhrer | David Zvida | Yossi Filiba |
| Statements | Chair of the Board of Directors |
Chief Executive Officer |
Chief Financial Officer |
| For the 6 Months Ending June 30 |
For the 3 Months Ending June 30 |
For the Year Ending on December 31 |
||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2021 | ||
| Unaudited | Audited | |||||
| Thousands of NIS (Except for Net Profit per Share Data) |
||||||
| Revenues | ||||||
| Rental and management fee income – Israel | 420,034 | 375,121 | 212,040 | 192,408 | 780,782 | |
| Rental and management fee income – abroad | 47,049 | 61,315 | 22,587 | 28,317 | 118,148 | |
| Sale of apartments and land | 15,612 | 162,355 | 15,612 | 110,497 | 193,219 | |
| From management of buildings and infrastructure | 112 | 251 | 38 | 96 | 400 | |
| From solar installations, net From the sale of fuels, net |
5,076 557 |
3,007 571 |
2,714 263 |
1,994 262 |
6,105 1,207 |
|
| Total revenues | 488,440 | 602,620 | 253,254 | 333,574 | 1,099,861 | |
| Expenses | ||||||
| Maintenance expenses – Israel | 85,831 | 78,786 | 39,496 | 40,244 | 173,483 | |
| Maintenance expenses – abroad | 22,475 | 23,013 | 11,239 | 10,971 | 42,051 | |
| Cost of apartments and land sold | 12,242 | 137,152 | 12,242 | 99,755 | 154,636 | |
| Total cost of sales and services | 120,548 | 238,951 | 62,977 | 150,970 | 370,170 | |
| Gross profit | 367,892 | 363,669 | 190,277 | 182,604 | 729,691 | |
| Increase in value of investment property and | ||||||
| investment property under development, net | 792,713 | 268,658 | 764,625 | 196,434 | 756,381 | |
| Sales and marketing expenses | 3,973 | 2,753 | 939 | 1,594 | 7,771 | |
| Administrative and general expenses Increase (decrease) in value of inventory of land for |
40,664 | 41,435 | 20,305 | 20,670 | 81,195 | |
| construction | - | - | - | - | (523) | |
| Other revenues (expenses), net Realization of capital reserve due to adjustments from the translation of financial statements for |
(2,212) | 11,224 | (473) | 12,514 | 29,200 | |
| foreign activity The Company's share of the profits (losses) of |
- | 12,979 | - | 16,975 | 12,979 | |
| companies handled using the book value method, net |
7,188 | (135) | 4,606 | 2,320 | 21,276 | |
| Operating profit | 1,120,944 | 612,207 | 937,791 | 388,583 | 1,460,038 | |
| Financing expenses | 226,451 | 127,952 | 127,753 | 97,251 | 296,153 | |
| Loss from early redemption of debentures and loans | 2,359 | 13,903 | 2,359 | - | 13,903 | |
| Financing revenues | 2,755 | 7,574 | 1,220 | 3,533 | 16,514 | |
| Profit before taxes on income | 894,889 | 477,926 | 808,899 | 294,865 | 1,166,496 | |
| Taxes on income | 209,780 | 84,839 | 190,252 | 52,475 | 211,449 | |
| Net profit | 685,109 | 393,087 | 618,647 | 242,390 | 955,047 | |
| Attributed to: | ||||||
| Company shareholders | 683,217 | 390,708 | 617,563 | 241,220 | 941,780 | |
| Non-controlling interests | 1,892 | 2,379 | 1,084 | 1,170 | 13,267 | |
| 685,109 | 393,087 | 618,647 | 242,390 | 955,047 | ||
| Profit per share attributed to company shareholders (in NIS) |
||||||
| Basic net income | 0.85 | 0.53 | 0.77 | 0.32 | 1.24 | |
| Diluted net income | 0.84 | 0.52 | 0.76 | 0.32 | 1.23 |
| For the 6 Months Ending June 30 |
For the 3 Months Ending June 30 |
For the Year Ending on December 31 |
|||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2021 | |
| Unaudited | Audited | ||||
| Thousands of NIS | |||||
| Net profit | 685,109 | 393,087 | 618,647 | 242,390 | 955,047 |
| Other comprehensive income (after tax influence): | |||||
| Sums restated to gain or loss under specific conditions: |
|||||
| Adjustments arising from the translation of the financial statements of foreign activity |
26,340 | 5,732 | 17,840 | 5,966 | 5,905 |
| Realization of capital reserve to Statement of Operations due to foreign activity |
- | (12,979) | - | (16,975) | (12,979) |
| 26,340 | (7,247) | 17,840 | (11,009) | (7,074) | |
| Items not reclassified to gain/loss: | |||||
| Profit due to investment in financial asset measured at fair value via other comprehensive income |
- | 15,235 | - | 12,341 | 15,235 |
| - | 15,235 | - | 12,341 | 15,235 | |
| Total other comprehensive income | 26,340 | 7,988 | 17,840 | 1,332 | 8,161 |
| Total comprehensive income | 711,449 | 401,075 | 636,487 | 243,722 | 963,208 |
| Attributed to: | |||||
| Company shareholders | 715,238 | 400,358 | 640,112 | 242,691 | 949,152 |
| Non-controlling interests | (3,789) | 717 | (3,625) | 1,031 | 14,056 |
| 711,449 | 401,075 | 636,487 | 243,722 | 963,208 |
| Attributed to Company shareholders | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Adjustments from | Capital | |||||||||
| Reserve | the Translation | Reserve from | ||||||||
| from Share | of Financial |
Transactions | ||||||||
| Based | Statements of | with Non | Non | |||||||
| Stock | Premium on |
Treasury | Retained | Payment | Foreign Activity | Controlling | Controlling | Total | ||
| Capital | Shares | Shares | Earnings | Transactions | and Other Funds | Interests | Total | Interests | Capital | |
| Unaudited | ||||||||||
| Thousands of NIS | ||||||||||
| Balance as of January 1 2022 (Audited) | 1,495,852 | 3,500,029 | (393,227) | 2,458,783 | 22,271 | 97,080 | (279,026) | 6,901,762 | (10,030) | 6,891,732 |
| Net profit | - | - | - | 683,217 | - | - | - | 683,217 | 1,892 | 685,109 |
| Other comprehensive income (loss) | - | - | - | - | 32,021 | - | 32,021 | (5,681) | 26,340 | |
| Total comprehensive income (loss) | - | - | - | 683,217 | - | 32,021 | - | 715,238 | (3,789) | 711,449 |
| Exercise of employee options | 4,147 | 15,593 | - | - | (3,680) | - | - | 16,060 | - | 16,060 |
| Dividend to Company shareholders | - | - | - | (135,000) | - | - | - | (135,000) | - | (135,000) |
| Dividends to non-controlling interest holders | - | - | - | - | - | - | - | - | (1,294) | (1,294) |
| Share-based payment | - | - | - | - | 1,800 | - | - | 1,800 | - | 1,800 |
| 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 |
The attached Notes constitute an inseparable part of these Consolidated Interim Financial Statements.
| Attributed to Company shareholders | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Capital |
Premium on Shares |
Call Options | Capital reserve due to financial assets measured at fair value via other comprehensive income: |
Treasury Shares |
Retained Earnings |
Reserve from Share Based Payment Transactions |
Adjustments 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 | |
| Unaudited | Capital | |||||||||||
| Thousands of NIS | ||||||||||||
| Balance as of January 1 2021 (Audited) | 1,515,298 | 3,634,931 | 14,456 | (11,526) | (641,127) | 1,718,294 | 17,122 | 104,943 | (279,026) | 6,073,365 | (11,367) | 6,061,998 |
| Net profit Realization of capital reserve to Statement of |
- | - | - | - | - | 390,708 | - | - | - | 390,708 | 2,379 | 393,087 |
| Operations Other comprehensive income (loss) |
- - |
- - |
- - |
- 15,235 |
- - |
- - |
- - |
(12,979) 7,394 |
- - |
(12,979) 22,629 |
- (1,662) |
(12,979) 20,967 |
| Total comprehensive income (loss) Departure from consolidation by consolidated |
- | - | - | 15,235 | - | 390,708 | - | (5,585) | - | 400,358 | 717 | 401,075 |
| company Classification of capital reserve upon realization |
- | - | - | - | - | - | - | - | - | - | (10,639) | (10,639) |
| of securities | - | - | - | (3,709) | - | 3,709 | - | - | - | - | - | - |
| Exercise of employee options | 54 | 396 | - | - | - | - | (450) | - | - | - | - | - |
| Stock offering | 10,870 | 81,644 | (14,456) | - | - | - | - | - | - | 78,058 | - | 78,058 |
| Dividend to Company shareholders | - | - | - | - | - | (100,000) | - | - | - | (100,000) | - | (100,000) |
| Dividends to non-controlling interest holders | - | - | - | - | - | - | - | - | - | - | (2,081) | (2,081) |
| Share-based payment | - | - | - | - | - | - | 3,614 | - | - | 3,614 | - | 3,614 |
| Balance as of June 30 2021 | 1,526,222 | 3,716,971 | - | - | (641,127) | 2,012,711 | 20,286 | 99,358 | (279,026) | 6,455,395 | (23,370) | 6,432,025 |
| Attributed to Company shareholders | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Adjustments from | Capital | |||||||||
| the Translation of | Reserve from | |||||||||
| Reserve from | Financial | Transactions | ||||||||
| Share-Based | Statements of | with Non | Non | |||||||
| Stock | Premium | Treasury | Retained | Payment | Foreign Activity | Controlling | Controlling | Total | ||
| Capital | on Shares | Shares | Earnings | Transactions | and Other Funds | Interests | Total | Interests | 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 | - | - | - | 617,563 | - | - | - | 617,563 | 1,084 | 618,647 |
| Other comprehensive income (loss) | - | - | - | - | - | 22,549 | - | 22,549 | (4,709) | 17,840 |
| Total comprehensive income (loss) | - | - | - | 617,563 | - | 22,549 | - | 640,112 | (3,625) | 636,487 |
| Dividend to Company shareholders | - | - | - | (60,000) | - | - | - | (60,000) | - | (60,000) |
| Dividends to non-controlling interest 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 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital reserve due | Adjustments from | Capital | ||||||||||
| to financial assets | the Translation of | Reserve from | ||||||||||
| measured at fair | Reserve from | Financial | Transactions | |||||||||
| value via other | Share-Based | Statements of | with Non | Non | ||||||||
| Stock | Premium | Call | comprehensive | Treasury | Retained | Payment | Foreign Activity | Controlling | Controlling | Total | ||
| Capital | on Shares | Options | income: | Shares | Earnings | Transactions | and Other Funds | Interests | Total | Interests | Capital | |
| Unaudited | ||||||||||||
| Thousands of NIS | ||||||||||||
| Balance as of April 1 2021 | 1,515,298 | 3,634,931 | 14,456 | (8,632) | (641,127) | 1,817,782 | 19,083 | 110,228 | (279,026) | 6,182,993 | (22,320) | 6,160,673 |
| Net profit | - | - | - | - | - | 241,220 | - | - | - | 241,220 | 1,170 | 242,390 |
| Realization of capital reserve to | ||||||||||||
| Statement of Operations | - | - | - | - | - | - | - | (16,975) | - | (16,975) | - | (16,975) |
| Other comprehensive income (loss) | - | - | - | 12,341 | - | - | - | 6,105 | - | 18,446 | (139) | 18,307 |
| Total comprehensive income (loss) | - | - | - | 12,341 | - | 241,220 | - | (10,870) | - | 242,691 | 1,031 | 243,722 |
| Classification of capital reserve upon | ||||||||||||
| realization of securities | - | - | - | (3,709) | - | 3,709 | - | - | - | - | - | - |
| Exercise of employee options | 54 | 396 | - | - | - | - | (450) | - | - | - | - | - |
| Stock offering | 10,870 | 81,644 | (14,456) | - | - | - | - | - | - | 78,058 | - | 78,058 |
| Dividend to Company shareholders | - | - | - | - | - | (50,000) | - | - | - | (50,000) | - | (50,000) |
| Dividends to non-controlling interest | ||||||||||||
| holders | - | - | - | - | - | - | - | - | - | - | (2,081) | (2,081) |
| Share-based payment | - | - | - | - | - | - | 1,653 | - | - | 1,653 | - | 1,653 |
| Balance as of June 30 2021 | 1,526,222 | 3,716,971 | - | - | (641,127) | 2,012,711 | 20,286 | 99,358 | (279,026) | 6,455,395 | (23,370) | 6,432,025 |
| Attributed to Company shareholders | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Audited | ||||||||||||
| Stock Capital |
Premium on Shares |
Buy options | Capital Reserve of Securities Available for Sale |
Treasury Shares |
Retained Earnings |
Reserve from Share Based Payment Transactions |
Adjustments 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 |
|
| Balance as of January 1 2021 | 1,515,298 | 3,634,931 | 14,456 | (11,526) | (641,127) | 1,718,294 | 17,122 | 104,943 | (279,026) | 6,073,365 | (11,367) | 6,061,998 |
| Net profit Other comprehensive income (loss) |
- - |
- - |
- - |
- 15,235 |
- - |
941,780 - |
- - |
- (7,863) |
- - |
941,780 7,372 |
13,267 789 |
955,047 8,161 |
| Total comprehensive income (loss) | - | - | - | 15,235 | - | 941,780 | - | (7,863) | - | 949,152 | 14,056 | 963,208 |
| Writing off treasury shares Issue of shares, net of transaction costs Departure from consolidation by consolidated |
(30,530) 10,870 |
(217,370) 81,644 |
- (14,456) |
- - |
247,900 - |
- - |
- - |
- - |
- - |
- 78,058 |
- - |
- 78,058 |
| company Classification of capital reserve upon realization of |
- | - | - | - | - | - | - | - | - | - | (10,639) | (10,639) |
| securities | - | - | - | (3,709) | - | 3,709 | - | - | - | - | - | - |
| Dividends paid Company shareholders | - | - | - | - | - | (205,000) | - | - | - | (205,000) | - | (205,000) |
| Dividends paid holders of non-controlling interests | - | - | - | - | - | - | - | - | - | - | (2,080) | (2,080) |
| Exercise of employee options | 214 | 824 | - | - | - | - | (1,038) | - | - | - | - | - |
| Share-based payment | - | - | - | - | - | - | 6,187 | - | - | 6,187 | - | 6,187 |
| Balance as of December 31 2021 | 1,495,852 | 3,500,029 | - | - | (393,227) | 2,458,783 | 22,271 | 97,080 | (279,026) | 6,901,762 | (10,030) | 6,891,732 |
| For the 6 Months Ending June 30 |
For the 3 Months Ending June 30 |
For the Year Ending on December 31 |
||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2021 | ||
| Unaudited | Audited | |||||
| Thousands of NIS | ||||||
| Cash Flows from Current Activity Net profit |
685,109 | 393,087 | 618,647 | 242,390 | 955,047 | |
| Adjustments required to present cash flows from current activities |
||||||
| Adjustments to profit or loss items: | ||||||
| Depreciation and amortizations | 3,386 | 2,328 | 1,737 | 1,148 | 12,942 | |
| Loss (profit) from short-term investments, net | 25,792 | (7,570) | 17,315 | (6,109) | (3,804) | |
| Increase in fair value of investment property and | ||||||
| investment property under development, net The Group's share of losses (profits) of associates |
(792,713) | (268,658) | (764,625) | (196,434) | (756,381) | |
| handled using the book value method, net | (7,188) | 135 | (4,606) | (2,320) | (21,276) | |
| Interest and revaluation of debentures and loans | 245,243 | 116,270 | 139,849 | 76,383 | 245,043 | |
| Change in employee benefit liabilities, net Interest and revaluation of deposits and debit |
145 | 140 | 57 | 83 | 144 | |
| balances | (47,339) | 11,677 | (30,631) | 23,443 | 38,400 | |
| Taxes on income | 209,780 | 84,839 | 190,252 | 52,475 | 211,449 | |
| Loss from the impairment of inventory of land for construction and inventory of buildings and |
||||||
| apartments for sale | - | - | - | - | 523 | |
| Realization of capital reserve from translation | ||||||
| differences to Statement of Operations Change in fair value of call options measured at fair |
- | (12,979) | - | (16,975) | (12,979) | |
| value Loss from early redemption of debentures and loans |
3,624 2,359 |
- 13,903 |
3,203 2,359 |
- - |
(39,813) 13,903 |
|
| Share-based payment | 1,800 | 3,614 | 815 | 1,653 | 6,187 | |
| (355,111) | (56,301) | (444,275) | (66,653) | (305,662) | ||
| Changes in asset and liability items: | ||||||
| Decrease (increase) in trade receivables | (9,793) | 10,092 | (1,009) | 9,620 | 20,573 | |
| Decrease (increase) in other receivables | 33,308 | 33,052 | 80,795 | (8,740) | 17,015 | |
| Increase in trade liabilities | 21,977 | 18,439 | 1,330 | 18,921 | 7,846 | |
| Decrease in payables, credit balances and liabilities | ||||||
| due to contract | (2,570) | (52,874) | (21,980) | (44,837) | (14,103) | |
| Increase in tenant security deposits | 3,146 | 1,438 | 1,252 | 1,481 | 1,195 | |
| 46,068 | 10,147 | 60,388 | (23,555) | 32,526 | ||
| Cash paid and received during the reported period for: |
||||||
| Interest paid | (81,695) | (78,668) | (54,727) | (56,086) | (179,814) | |
| Interest received | 1,181 | 3,815 | 532 | 1,164 | 8,729 | |
| Taxes paid | (30,801) | (21,138) | (11,500) | (5,298) | (19,906) | |
| Taxes received | 2,182 | 11,389 | 2,182 | 9,675 | 12,412 | |
| Dividends received | 226 | 6,832 | 68 | 6,832 | 8,851 | |
| (108,907) | (77,770) | (63,445) | (43,713) | (169,728) | ||
| 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. | 267,159 | 269,163 | 171,315 | 108,469 | 512,183 | |
| Decrease (increase) in inventory of apartments and | ||||||
| houses for sale under construction, land for sale | ||||||
| and inventory of land for construction. | (41,385) | 149,405 | (22,805) | 129,421 | (108,870) | |
| Net cash deriving from current activity | 225,774 | 418,568 | 148,510 | 237,890 | 403,313 | |
| For the 6 Months Ending June 30 |
For the 3 Months Ending June 30 |
For the Year Ending on December 31 |
||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2021 | ||
| Unaudited | Audited | |||||
| Thousands of NIS | ||||||
| Cash Flows from Investment Activity | ||||||
| Purchases, advance payments and investments in | ||||||
| investment property | (669,927) | (283,584) | (59,586) | (225,638) | (518,840) | |
| Investment in investment property under development | (108,972) | (58,641) | (54,367) | (39,786) | (145,096) | |
| Investment in property, plant and equipment Investment and loans to companies handled using the |
(23,733) | (23,416) | (7,844) | (12,987) | (54,145) | |
| book value method, net | (22,098) | (2,400) | (17,297) | - | (87,492) | |
| Yield from the sale of short-term investments, net Proceeds from the realization of investment property |
591 | 25,236 | 4,237 | 68,834 | 83,078 | |
| and real estate held for sale Proceeds from the sale of shares and redemption of |
38,076 | 109,407 | 4,365 | 36,554 | 186,543 | |
| shareholder loans of investee sold | - | - | - | - | 18,456 | |
| Repayment of long-term loans granted, net | 1,670 | - | 424 | - | 16,003 | |
| Repayment of long-term deposits Net cash paid for a company consolidated for the first |
- | - | - | - | 45,815 | |
| time (b) | (9,916) | - | (9,916) | - | - | |
| Proceeds from the realization of investment in subsidiary consolidated in the past, net (a) |
- | 55,695 | - | 42,056 | 55,695 | |
| Net cash used for investment activity | (794,309) | (177,703) | (139,984) | (130,967) | (399,983) | |
| Cash Flows from Financing Activity | ||||||
| Exercise of options | 16,059 | - | - | - | - | |
| Issue of shares, net of transaction costs | - | 78,058 | - | 78,058 | 78,058 | |
| Dividends paid Company shareholders Proceeds from the issue of debentures, net of |
(135,000) | (100,000) | (135,000) | (100,000) | (205,000) | |
| transaction costs | 780,493 | - | - | - | 1,030,566 | |
| Redemption of debentures Short-term credit from banking corporations and |
(171,743) | (414,581) | (147,879) | (143,682) | (605,875) | |
| others, net | (46,915) | (12,500) | (70) | - | 7,415 | |
| Receipt of loans from banks and other long-term liabilities |
20,800 | 34,800 | - | 10,400 | 458,570 | |
| Repayment of loans from banks and other long-term | ||||||
| liabilities | (252,157) | (40,540) | (235,427) | (20,896) | (266,544) | |
| Dividend paid to holders of non-controlling interests | (1,294) | (2,081) | (1,294) | (2,081) | (2,080) | |
| Net cash deriving from (used in) financing activity | 210,243 | (456,844) | (519,670) | (178,201) | 495,110 | |
| Increase (decrease) in cash and cash equivalents | (358,292) | (215,979) | (511,144) | (71,278) | 498,440 | |
| Exchange rate differences due to balances of cash and cash equivalents |
5,354 | (1,228) | 4,559 | (330) | (7,631) | |
| Balance of cash and cash equivalents at the beginning of the period |
922,515 | 431,706 | 1,076,162 | 286,107 | 431,706 | |
| Cash and cash equivalents balance at the end of the period |
569,577 | 214,499 | 569,577 | 214,499 | 922,515 |
| For the 6 Months Ending June 30 |
For the 3 Months Ending June 30 |
For the Year Ending on December 31 |
|||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2021 | |||
| Unaudited | Audited | ||||||
| Thousands of NIS | |||||||
| (a) | Net Cash from the Realization of Investments in Subsidiaries Consolidated in the Past |
||||||
| Assets and liabilities of subsidiaries as of the date of sale: |
|||||||
| Working capital | - | (3,427) | - | (140) | (3,693) | ||
| Investment property and investment property | |||||||
| under construction | - | 70,305 | - | 42,740 | 70,305 | ||
| Non-controlling interests | - | (10,639) | - | - | (10,639) | ||
| Profit from divestment | - | - | - | - | (278) | ||
| Capital loss | - | (544) | - | (544) | - | ||
| - | 55,695 | - | 42,056 | 55,695 | |||
| (b) | Net cash paid for a company consolidated for the first time |
||||||
| Working capital | 12,490 | - | 12,490 | - | - | ||
| Investment property and investment property | |||||||
| under construction Long-term liabilities |
(30,393) 7,987 |
- - |
(30,393) 7,987 |
- - |
- - |
||
| (9,916) | - | (9,916) | - | - | |||
a. These Financial Statements have been prepared in a concise format as of June 30 2022 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 2021 and for the year ending that date and accompanying Notes (hereinafter – the Annual Consolidated Financial Statements).
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 first quarter of 2022 to the sum of 45 million NIS. The value of the property as of June 30 2022 amounts to \$73 million (256 million NIS). The Company's revenues from rental and management fees for this property in the six-month period ending June 30 2022 amounted to a total of 12 million NIS compared to a total of 19 million NIS in the corresponding period last year.
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:
a. Initial adoption of amendments to existing financial reporting and accounting standards:
In August 2020 the IASB published amendments to IFRS 9 Financial Instruments, to IFRS 7 Financial Instruments: Disclosures, to IAS 39 Financial Instruments: Recognition and Measurement, to IFRS 4 Insurance Contacts and IFRS 16 Leases (hereinafter – "the Amendments").
The Amendments provide practical relief dealing with the impact of accounting treatment of the Financial Statements when the benchmark interest rates (IBORs – Interbank Offered Rates) are replaced with risk-free interest rates (RFRs).
In accordance with one of the practical reliefs, the Company will handle contractual amendments or amendments to cash flows directly required as a result of implementation of the reform similar to the accounting treatment of changes in variable interest rates. In other words, a company needs to recognize the changes in interest rates by adjusting the effective interest rate without altering the book value of the financial instrument. Use of this practical relief is dependent on the fact that the change from IBOR to RFR occurs on the basis of equal economic conditions. In addition, the Amendments allow the changes required by the IBOR reform to be made to the designation of the hedging and the documentation without halting the hedging relationships when certain conditions are met. Pursuant to the Amendments, a temporary practical relief was also given in connection with the implementation of hedge accounting pertaining to identifying the hedged risk as "identifiable separately."
Pursuant to the Amendments, disclosure requirements were added in connection with the impact of the expected reform on the Company's Financial Statements including reference to the manner in which the Company manages implementation of the interest reform, the risks it is exposed to as a result of the expected reform and quantitative disclosures pertaining to financial instruments at IBOR interest rates expected to change.
The above revisions were not expected to have a material impact on the Company's Interim Financial Statements.
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" 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. This exclusion is called the "initial recognition exclusion". The Amendment reduces the incidence of the "initial recognition 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 Amendment shall be applied to yearly reporting periods starting January 1 2023 or subsequently. Early implementation is possible. Regarding lease agreements and recognition of liabilities due to disassembly and renovation – the Amendment will be implemented starting from the start of the earliest reporting period presented in the Financial Statements in which the amendment was implemented for the first time, while charging the cumulative impact of the first-time implementation to the surpluses opening balance (or some other capital component, as relevant) as of this date.
The Company estimates that the above revision will not have a material impact on the Company's 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 |
|
| % | % | % | % | % | % | |
| 30.6.2022 | ||||||
| (6 months) | 3.22 | 3.13 | 12.5 | 3.3 | 10.8 | 7.2 |
| 30.6.2022 | ||||||
| (3 months) | 1.73 | 1.93 | 10.2 | 3.2 | 6.8 | 6.3 |
| June 30 2021 | ||||||
| (6 months) | 1.6 | 1.4 | 1.4 | (1.8) | 4.3 | (3.2) |
| June 30 2021 | ||||||
| (3 months) | 0.8 | 1.3 | (2.2) | (1.0) | (0.6) | (0.2) |
| December 31, 2021 | 2.8 | 2.4 | (3.3) | (10.7) | (3.1) | (6.7) |
| CPI (in points) | Representative rate of exchange (in NIS) | |||||
| 30.6.2022 | 140.74 | 140.21 | 3.5 | 3.636 | 2.707 | 3.650 |
| June 30 2021 | 134.76 | 134.63 | 3.26 | 3.875 | 2.629 | 3.532 |
| December 31, 2021 | 136.3 | 136.0 | 3.110 | 3.520 | 2.442 | 3.405 |
(*) CPI according to average base of 2000 = 100.
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):
| As of | |||
|---|---|---|---|
| As of June 30 | December 31 | ||
| 2022 2021 |
2021 | ||
| Unaudited | Audited | ||
| Thousands of NIS | |||
| Current Assets | |||
| Cash and cash equivalents | 4,771 | 9,715 | 7,755 |
| Investments in financial assets | 59,714 | 97,095 | 83,217 |
| Current maturities of long-term deposits | - | 45,815 | - |
| Others | 8,985 | 17,455 | 9,842 |
| 73,470 | 170,080 | 100,814 | |
| Assets held for sale | - | - | 15,840 |
| 73,470 | 170,080 | 116,654 | |
| Non-Current Assets Investment in shares of parent company |
492,018 | 842,593 | 647,953 |
| Investments in associates handled using the book value | |||
| method | 143,585 | 131,421 | 145,347 |
| Investment property | 1,038,733 | 987,558 | 986,218 |
| Others | 2,970 | 4,653 | 4,397 |
| 1,677,306 | 1,966,225 | 1,783,915 | |
| 1,750,776 | 2,136,305 | 1,900,569 | |
| Current Liabilities | |||
| Accounts payable and credit balances | 11,663 | 22,046 | 10,183 |
| Current maturities of long-term loans | 9,965 | 24,539 | 9,662 |
| Current maturities of loan from parent company | 8,154 | 37,690 | 14,601 |
| Others | 3,650 | 7,611 | 5,062 |
| 33,432 | 91,886 | 39,508 | |
| Non-Current Liabilities | |||
| Long-term loans from financial institutions | 157,576 | 160,889 | 157,624 |
| Loan from parent company | - | 73,642 | 45,329 |
| Other long-term liabilities | 15,000 | 15,000 | 15,000 |
| Deferred taxes | 166,540 | 175,622 | 155,745 |
| 339,116 | 425,153 | 373,698 | |
| Total Equity | 1,378,228 | 1,619,266 | 1,487,363 |
| 1,750,776 | 2,136,305 | 1,900,569 | |
| For the 6 Months Ending June 30 |
For the 3 Months Ending June 30 |
For the Year Ending on December 31 |
||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2021 | ||
| Audited | ||||||
| Revenues | ||||||
| From building rental, management and maintenance in Israel From building rental, |
38,291 | 34,507 | 19,358 | 17,028 | 70,890 | |
| management and maintenance abroad and others |
- | 1,471 | - | 446 | 2,336 | |
| Total revenues | 38,291 | 35,978 | 19,358 | 17,474 | 73,226 | |
| Costs | ||||||
| Cost of building management and maintenance |
5,042 | 4,624 | 3,008 | 2,281 | 9,403 | |
| Gross profit | 33,249 | 31,354 | 16,350 | 15,193 | 63,823 | |
| Net increase in fair value of investment property Administrative and general and |
51,486 | 38,901 | 51,486 | 39,411 | 53,405 | |
| sales and marketing expenses The Group's share of profits (losses) of associates treated according to the book value |
5,074 | 5,586 | 1,896 | 2,383 | 11,419 | |
| method Realization of capital reserve due to adjustments from the translation of financial |
(4,697) | 5,757 | 2,047 | 3,463 | 25,442 | |
| statements for foreign activity Other revenues |
- | (3,996) - |
- | - - |
(3,996) - |
|
| Profits from regular activities | 74,964 | 66,430 | 67,987 | 55,684 | 127,255 | |
| Financing revenues (expenses), net Profit from the realization of consolidated companies and an |
(15,296) | 13,591 | (9,995) | 6,086 | 4,690 | |
| investee according to the book value method |
- | 373 | - | - | 373 | |
| Profit after financing Tax expenses |
59,668 15,049 |
80,394 12,329 |
57,992 13,070 |
61,770 10,359 |
132,318 20,915 |
|
| Net profit | 44,619 | 68,065 | 44,922 | 51,411 | 111,403 | |
| Attributed to: | ||||||
| Company shareholders Non-controlling interests |
44,640 (21) |
67,938 127 |
44,935 (13) |
51,391 20 |
111,289 114 |
|
| 44,619 | 68,065 | 44,922 | 51,411 | 111,403 |
| For the Year | |||||||
|---|---|---|---|---|---|---|---|
| For the 6 Months Ending June 30 |
For the 3 Months Ending June 30 |
Ending on | |||||
| December 31 | |||||||
| 2022 | 2021 | 2022 | 2021 | 2021 | |||
| Unaudited | |||||||
| Thousands of NIS | |||||||
| Net cash deriving from current | |||||||
| activity | 27,668 | 36,390 | 14,073 | 27,842 | 65,520 | ||
| Net cash deriving from (used | |||||||
| for) investment activity | 17,228 | (50,355) | (272) | (62,938) | (3,344) | ||
| Net cash deriving from (used | |||||||
| in) financing activity | (48,385) | 17,179 | (18,434) | 24,828 | (60,568) | ||
| Translation differences due to cash balances held in foreign |
|||||||
| currency | 485 | (5) | 93 | (781) | (359 ) | ||
| Increase (decrease) in cash and cash equivalents |
(3,004) | 3,209 | (4,540) | (11,049) | 1,249 | ||
| Balance of cash and cash equivalent balance at start of |
|||||||
| year | 7,775 | 6,506 | 9,311 | 20,764 | 6,506 | ||
| Balance of cash and cash equivalents at the end of the |
|||||||
| year | 4,771 | 9,715 | 4,771 | 9,715 | 7,755 |
The proceeds paid by the Company for the purchase of the rights to the properties amounted to a total of 531.6 million NIS plus VAT (hereinafter - the Proceeds). 23 of the 24 properties were rented out by the Company to one of the sellers for variable periods of time starting February 2022 in accordance with rental agreements signed between the Company and the relevant seller regarding each property.
c. On March 17 2022 the Company's Board of Directors approved a distribution of dividends to the sum of 79.8 million NIS (of this a sum of 4.8 million NIS was distributed to Darban Investments Ltd, a fully owned subsidiary holding Company shares (hereinafter – Darban)). The dividend per share is 0.099 NIS. On the same occasion, the Company Board of Directors decided on a dividend distribution policy for 2022
according to which a total of 240 million NIS will be distributed (net, without Darban's share) from the Company's 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.
On May 22, 2022 the Company's Board of Directors approved a distribution of dividends to the sum of 68.3 million NIS (of this a sum of 3.8 million NIS would be distributed to Darban). The dividend per share is 0.07949 NIS.
On August 14 2022 the Company's Board of Directors approved a distribution of dividends to the sum of 62.5 million NIS (of this a sum of 2.5 million NIS would be distributed to Darban). The dividend per share is 0.07949 NIS.
d. On March 27 2022 the Company issued debentures (Series 20 and 23) by way of expansion. The debentures (Series 20) – 530,610,000 NIS NV were issued, in return for a total of 645 million NIS. The effective yearly interest embodied in the offering is 0.31%. The debentures (Series 23) – 118,732,000 NIS NV were issued, in return for a total of 141 million NIS. The effective yearly interest embodied in the offering is -0.97%.
e. On March 31 2022 the Company entered into an agreement with Yad Hanna Homesh Community Cooperative Village – Agricultural Cooperative Association Ltd. (hereinafter: Yad-Hanna) and Hutzot Shefayim – Agricultural Cooperative Association Ltd. (hereinafter – Shefayim) (Shefayim and Yad Hanna are hereby together – the Sellers) to purchase shares of Yad Hanna Homesh Industries – Agricultural Cooperative Association Ltd. (hereinafter – the Association) with existing and potential rights to parts of the land in Block 8634 and Block 8635 and additional land around them (hereinafter – the Land) with a total area of 10 hectares, in such a manner that on the date of the transaction's completion, the Company will hold shares constituting 50% of the issued and paid-up stock capital of the Association (fully diluted) and will join the Association as a member (hereinafter – the Purchase Agreement). In accordance with the plan applicable to part of the Land, the use permitted for them today is for industry, including storage. The Association intends to engage in planning and advancing a project for the construction of a cash-generating employment compounds on the Land. The purchase agreement was stipulated on the following preconditions: the approval of the Antitrust Commissioner, the approval of the ILA, the approval of the certified organs at the Sellers and the Company and the receipt of approval from any third parties as needed. The proceeds for the shares sold amount to a total of 140 million NIS, plus VAT. In addition, the Company provided the Association a capital note to the sum of 43 million NIS.
On July 19 2022 all of the preconditions were met for the completion of the "Yad Hannah" transaction and accordingly, the parties completed the transaction on the same day.
f. On April 27 2022 the protocol of the committee approving the decision of the Local Committee for Planning and Construction Tel Aviv-Yafo from March 23 2022, on the deposit of Plan no. 507-0892091 "TA/MK/4974 – Ayalon Region" was approved, subject to fulfilling certain conditions (hereinafter – the Plan) regarding part of Parcel 64 in Block 7069, located between Yigal Alon Street west of the Bitzron Neighborhood, Aminadav Street on the south and Meitav Street on the east (hereinafter – the Land), which is held by the Company via capitalized lease.
The plan, as approved by the Local Committee, includes the construction of three buildings: a 47-story residential building, two 47-story employment buildings, and an additional employment structure of the "Mashbir Hamerkazi" building regarding which the plan has established it as a building for preservation. The Plan area includes 1.3 hectares from the construction rights utilization, as follows:
a. Construction rights for housing – 41,600 m² primary area (constituting 400 housing units).
b. Construction rights for commerce and employment: some 125,000 m².
Approval of the plan is subject to the approval of the legally certified planning authorities.
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