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Mivne Real Estate (K.D.) Ltd.

Management Reports Nov 24, 2021

6930_rns_2021-11-24_9048e658-449d-4dd7-a405-7270827c32b7.pdf

Management Reports

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Mivne Real Estate (K.D) Ltd.

)"The company"(

Report of the Board of Directors on the State of Corporate Affairs as of September 30 2021

This is an English translation of the Hebrew Report of the Board of Directors on the State of Corporate Affairs, that was published on November 24, 2021 (reference no.: 2021-01-101044) (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.

Overview
September
11,595 Total Investment Property
(Millions of NIS)
30 2021 564 Of This, Real Estate Under Construction
(Millions of NIS)
September 14 Projects Under Construction and In
Development
30 2021 532 Gross Landing Area
(Thousands of m²)
Projects under 1.35 Estimated Cost Balance
(Billions of NIS)
construction and
in planning stages
558 Expected NOI at Project Completion
(Millions of NIS)
Consolidated 516 NOI
(Millions of NIS)
Statements Data
1-9.21
3.5% Same Properties NOI in Israel
Increase compared to corresponding period
last year
338 FFO
(Millions of NIS)
Increase of 12.7% compared to the
corresponding period last year
35 Gross Profits from the Sale of Apartments
(Millions of NIS)
3.4 Unrestricted Assets
(Billions of NIS)
Constituting 29% pf total real estate
2.72% CPI-linked weighted debt interest
(2.22% after the issue of Series 25
debentures in November 2021)
2.2 Cash and Credit Frameworks
(Billions of NIS)
92.1% Occupancy Rate in Israel
Increase of 1.5% compared to December 31
2020

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

For the Period Ending September 30 2021

The Board of Directors of Mivne Real Estate (K.D) is honored to submit the Financial Statements of the Company and its subsidiaries (hereinafter: "the Company") for the period ending September 30, 2021 (hereinafter: "The Reported Period"). This report must be read in conjunction with the 2020 Periodic report published on March 21 2021 (reference no.: 2021-01-039219) (hereinafter: "the 2020 Periodic Report"), presented here by way of referral.

Description of the Company and its Business Environment

The Company is a real estate company dealing, by itself and through its investees in varied real estate activity centering on Israel. The Company specializes in initiating, purchasing, building, renting and managing buildings intended for offices, high-tech, industry, logistics and commerce, and is active in the field of residential real estate development in Israel. The Company is largely active in Israel as well as in a number of foreign countries including Switzerland. Furthermore, the Company is active in planning and supervising for the implementation of infrastructure development in Israel and holds partnerships renting and operating gas stations. The Company has activities in additional areas, such as renewable energy, the monetary results of which, as of the reported period, are not material to their activities. The geographic and segment-based distribution in Israel, number and variety of tenants constitute a valuable advantage that assists the Company's development and strength. The Company owns some 1,901,000 m² of cash-generating space, 1,578,000 m² of which is in Israel. The Company has land reserves and unused rights to the amount of 780,000 m²

The Covid-19 Crisis and its Impact on the Company's Business Activity

The third quarter of 2021 ended with signs of recovery from the crisis deriving from the spread of COVID-19 ("the Pandemic" or "the COVID-19 Pandemic").

Since the outbreak of the COVID-19 pandemic in 2020, the Company's policy has been and still is to maintain continuity of its ongoing activity in all segments, while implementing legal provisions and protecting the health of its workers, tenants and visitors to its properties. As such, the Company has continued with the regular planning, development, marketing, rental and management activity for Company properties and purchased real estate properties in Israel and participated in tenders issued by the Israel Land Authority and local authorities.

As of the balance sheet date, the sum of amortization in rental payments derived from granting relief to Company tenants in Israel over the course of the first nine months of 2021 amounted to some 12 million NIS (without the amortization discount as a result of the provision of government assistance to these tenants), charged as a decrease in revenues over the course of the reported period.

Company management and the Board of Directors estimate at this time that the Company's financial fortitude, as expressed, among other things, in the Company's high cash balances and unused credit framework amounting to 2.2 billion NIS as of the publication of this report, a strong and stable cash flow, 546 cash-generating properties in a variety of segments and broad geographical distribution in Israel occupied by 2,600 tenants at high occupancy rates, a low leverage rate, the extended life span of most of its loans, accessibility to the domestic capital market and unpledged real estate properties to the sum of some 3.4 billion NIS, all of these will allow it to

limit the potential impact of the Covid-19 Pandemic on its activity and meet its existing and expected obligations including in the financial criteria set in the financing agreements and deeds of trust of the Company's debentures. Company Management does not expect any damage to the flexibility of recruitment of sources of finance in the short term following the implications of the Covid-19 pandemic. At the same time, we emphasize that in light of the fact that the Pandemic is a dynamic and ongoing event, its duration and full impact on the activity of the Israeli economy cannot be predicted, and the Company cannot estimate the scope of the impact of the Covid-19 pandemic and its derivatives on its future activity, and this will be influenced by the degree and scope of realization of risk factors relevant to the Company, as detailed in Section 1.36 in Chapter A (the Report of the Corporation's Business) of the 2020 Periodic Report. The Company's assumptions and estimates presented above constitute forward-looking information, as defined in Section 32a of the Securities Law, 1968, which are based on information existing at the Company as of the publication of this report. These estimates may not be realized, in whole or in part, or be realized in a manner materially different than projected, among other things, in light of the fact that this is an unusual and ongoing event not under the Company's control. Another outbreak of the Pandemic, decisions by states and regulatory authorities in Israel and around the world in connection with their preparations, changes in interest rates and in discount rates of real estate properties, changes in the scope of business activity of tenants and their payment ability and changes in cash flows from ongoing activity as a result of the development or continuation of the situation, as well as additional changes deriving from the above, may impact the Company's activity and its monetary results in a manner different from the estimates detailed above.

Events During the Reported Period

Development:

Hahascala Boulevard Project, Tel Aviv-Yafo

In February 2021 the Company began excavating, paneling and setting up the base work for the Hahascala Boulevard (Hasolelim) Project in Tel Aviv-Yafo. As a result of the start of works, the Company classified the inventory of land attributed for apartments to a sum of 337 million NIS to current assets and the land attributed to office buildings from investment property to investment property under development to the sum of 326 Million NIS. In May 2021 the Company announced that it was starting marketing for some of the project's housing units, with some of the housing units intended for rental purposes. As of the publication of this report, 76 sales agreements were signed to the total sum of 282 million NIS.

Purchases:

Purchase of Housing Units for Rent and Student Dormitories in Central Israel

In May 2021 the Company entered into an agreement with the Aura Group to purchase rights to 290 housing units and 4,000 m² of commercial space located in Ramat Hasharon, Ramat Chen (Ramat Gan), Kiryat Ono, Ben Shemen and Hadera in return for a total of 590 million NIS plus VAT (and linkage differences to the building inputs index), and the purchase of rights to the student dormitories in Kiryat Ono in return for a total of 57 million NIS.

Upon the completion of the transaction in question, and taking into account purchase agreements done by the Company at the end of 2020: purchase of rights to the "Chen Hotel" housing cluster in Jerusalem and purchase of rights to land in the Elef Compounds in Rishon Lezion for the purchase of rental housing and student dorms, as well as in the designation of some of the housing units in the Hahascala Blvd. Project for rental purposes, the Company is expected to hold some 1,200 rental housing units (including beds in student dormitories).

Purchase of Land

In July 2021 the Company purchased 50% of the rights to two lots in Or Yehuda and Be'er Tuvia, with a total area of 3.8 hectares for a total of 72 million NIS.

Sdeh Dov

In August 2021 the Company won, along with Meshulam Levenstein Engineering and Contracting Ltd. and an additional partner, in equal shares, an Israel Land Administration tender for the purchase of capitalized leasing rights (with no development agreement) for 98 years (with an option to extend) in the lot known as "Lot 110" located in the Sdeh Dov compound in Tel Aviv ("The Lot"). The Lot, located on Shai Agnon Street, Tel Aviv-Yafo, has an area of 0.47 hectares and can have 230 housing units and 1,300 m² of commercial space built on it, and the proceeds paid for it amounts to 633.8 million NIS plus VAT and development expenses (including VAT) to the sum of 25.8 million NIS. The Company and the partners in question intended to push forward a permit for the construction of a project in accordance with the Lot's existing town construction plan.

Bank Mizrahi

In September 2021, agreements were reached with Bank Mizrahi Tefahot Ltd. regarding the purchase of the rights of the Bank and related corporations to 23 land properties zoned for offices, commercial and residential in Israel ("the Properties"). The proceeds for the purchase of the rights to the Properties amounts to a total of 530 million NIS plus VAT. The total yearly rental fees for the real estate properties rented as noted above is expected to amount to 25 million NIS. The parties are acting to sign sales and rental agreements for the Properties. For full details see the immediate report from September 14 2021 (reference no.: 2021-01- 146748), presented here by way of referral.

Sale of companies and properties abroad:

Sale of Property in France

In March 2021 the sale of a property in France was completed, and the full proceeds to the sum of 62 million NIS was received. The profit deriving from the sale amounted to a total of 5.3 million NIS.

Sale of Companies in Serbia

In April 2021 the sale of the shares of three companies owned by the Company active in Serbia was completed, and the full proceeds were received to the sum of 42 million NIS.

Sale of Property in the Netherlands

In July 2021 the sale of a property in the Netherlands was completed, and the full proceeds to the sum of 34 million NIS was received. The profit deriving from the sale amounted to a total of 8 million NIS.

Events Subsequent to the Balance Sheet Date

Kiryat Shechakim Transaction

In October 2021 agreements were reached between ICR Israel Canada Ram Holdings ("ICR") and Rotem Shani Development and Investments Ltd. ("Rotem Shani"), regarding the sale of the full holdings of ICR (50%) in the issued and paid-up capital of Kiryat Shechakim Ltd. ("Kiryat Shechakim") to Rotem Shani or their representative, in return for a sum equal to 80 million NIS as well as additional proceeds for the conversion of a shareholder loan provided by ICR to Kiryat Shechakim to a sum total of 4.3 million NIS. Prior to the formulation of the agreements in question, the company entered into an agreement with Rotem Shani according to which the Company and Rotem Shani would cooperate for the option of purchasing all of ICR's holdings in Kiryat Shechakim in trust by Rotem Shani in such a manner that the Company would pay the sums needed to purchase the shares and Rotem Shani would cooperate in order to transfer the shares directly to the Company. In light of the results of the separation process between ICR and Rotem Shani and in accordance with the provisions of the cooperation agreement, the Company will bear the full sum of the purchase and the conversion of the shareholders loan and will receive the ICR's shares in Kiryat Shechakim.

Issue of New Linked Series

In November 2021 the Company issued 1,026,666,000 NIS NV debentures (series 25) in return for a total of 1.041 billion NIS. The net effective interest rate embodied in the debentures is 0.3% and the estimated life span is 8.5 years.

The Company's Activity

As of September 30 2021, the Company's assets, owned and leased, include: 546 cash-generating properties spread out across Israel with a total area of 1.6 million m², not including properties under construction. The properties are rented to 2,600 tenants, in contracts of various length. In addition, the Company has 14 projects in advanced construction and planning stages to the scope of 532,000 m². The following is a breakdown of the Company's cash-generating properties.

The occupancy to value rate of the Company's properties in Israel as of September 30 2021 is 93.5%.

The occupancy rate of the Company's properties in Israel as of September 30 2021 is 92.1%.

Industry and logistics (484 Assets)

Business Strategy

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

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

September
30 2021
December
31 2020
December
31 2019
December
31 2018
December
31 2017
Commercial
Centers
1,949 1,878 1,892 1,812 1,802
Industrial and
Logistics
3,850 3,589 3,500 3,554 3,513
Offices 3,511 3,468 3,213 3,043 2,994
Total cash
generating property
9,310 8,935 8,605 8,409 8,309
Total construction 564 168 135 52 40
Total
investment
property
9,874 9,103 8,740 8,461 8,349

A View of Company Data

Consolidated Statements in Millions of NIS

% Change
2020/21
1-9/21 1-9/20 % Change
2020/21
7-9/21 7-9/20
NOI in Israel 4.1% 458 440 6.1% 157 148
Same Property
NOI
3.5% 452 437 5.5% 155 147
NOI abroad (7.9%) 58 63 - 21 21
Net profit 21.3% 614 506 53.5% 221 144
FFO 12.7% 338 300 15.4% 120 104
Increase
(Decrease) in
Known Index
Rate
2.2% (0.6%) 0.8% 0.1%

* Most of the decrease derives from the sale of properties in Canada, France, the Netherlands and Serbia.

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

Number of
Properties
as of
September
30 2021
Above
Ground
Area as of
September
30 2021
NOI for the
Period
1-9.21
Fair Value
of Cash
Generating
Property
as of
September
30 2021
Occupancy
rate as of
September
30 2021
Value of
Real Estate
Under
Construction
as of
September
30 2021
Uses In
Thousands
of NIS
In
Thousands
of NIS
% In
Thousands
of NIS
Offices 45 378,180 167,953 3,511,254 90.3% 563,640
Commercial
centers
17 191,679 86,907 1,948,819 91.8%
Industrial
and
Logistics
484 1,008,617 196,141 3,850,081 92.8%
Total 546 1,578,476 451,001 9,310,154 92.1% 563,640
Associates –
Company Share
Offices 5 16,979 5,014 142,089 72.9% -
Commercial
centers
2 13,404 8,010 183,101 88.6% -
Total 7 30,383 13,024 325,190 79.8% -
Expanded
Total
553 1,608,859 464,025 9,635,334 91.9% 563,640

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

State Number of
Properties
Above
Ground
Area
in m²
Number
of
Tenants
Occupancy
Rate
Fair Value
In
Thousands
of NIS
NOI from
Cash
Generating
Properties
1-9/2021
In
Thousands
of NIS
Cash-Generating Properties
Israel 546 1,578,476 2,606 92.1% 9,310,154 451,001
Switzerland 2 55,869 18 94.4% 351,436 19,224
Ukraine 1 44,685 82 100% 246,625 21,707
Canada 2 59,017 144 67.8% 127,136 4,677
U.S.A. 2 18,489 32 69.6% 84,277 3,408
France 5 119,447 5 98.4% 18,800 6,217
Others 2 25,237 7 96% 37,191 3,681
Total
Number of
Cash
Generating
Properties
560 1,901,220 2,894 91.8% 10,175,619 509,915
Land
Israel lands 37 1,086,978
Overseas 1 24,152
Total land 38 1,111,130
Total 598 1,901,220 2,894 91.8% 11,286,749 509,915
Israel –
Associated
Companies
7 30,383 57 79.8% 325,190 13,024

Cities in which the Group has Properties

The Company is a real estate company dealing, by itself and through its investees in varied real estate activity centering on Israel. The Company specializes in initiating, purchasing, building, renting and managing buildings intended for offices, high-tech, industry, logistics and commerce, and is active in the field of residential real estate development in Israel. The Company is active in Israel as well as in a number of foreign countries including Switzerland. The Company owns some 1,901,000 m² of cash-generating space, 1,578,000 m² of which is in Israel. The Company has land reserves and unused rights to the amount of 780,000 m²

Concentrated Data on Projects in Construction, Planning and Development Stages (as of September 30 2021)*

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
Hahaskala
Blvd.
Tel Aviv Offices and
commercial
100% End of paneling,
excavation and base
works.
68,300 355 525 90-98
"Mivne"
Compound
Holon Offices 100% Underway, estimated
completion Q1/2022
14,800 101 31 8-10
Sarona Kfar Saba Offices 100% Underway,
Estimated completion –
2023.
26,000** 71 180 22-24
Haifa Life
Sciences
Park (2
buildings)
Haifa Offices 50% Paneling and
excavation works
completed.
14,000 11 130 10-12
Kiryat
Hamishpat
Kiryat Gat Offices 100% Underway,
Estimated completion –
Q3/2022
5,000 23 20 3
"Mivne"
Herzliya
Herzliya Residential 100% Undergoing demolition
Paneling and
excavation works will
103
housing
units
103 355 36
Pituach Offices and
commercial
begin in December
2021.
24,300
Hasivim
Neveh Oz
Petach
Tikva
Offices 100% Town construction plan
approved.
Implementation date
not yet decided.
13,000 21 105 7-8
Yigal Alon Tel Aviv Residential,
Employment
and
commercial
100% Pre-estimate. City
Engineer forum took
place, plan
advancement
approved. Expected
discussion of deposit
Q4/2021.
220,000*** 139 Pre-estimate
Haifa Life
Sciences
Park (2
buildings)
Haifa Offices 50% Preliminary planning 14,000 11 Pre-estimate
Kiryatech
2
Yokneam Offices 100% Decided to push permit
forward, forecast -
Q3/2022.
25,000 2 Pre-estimate
Beersheba Beersheba Hotels 100% Paneling and
excavation permit
received, full permit
expected Q2/2022.
7,000 - Pre-estimate
Offices In discussions with 50,000
Akerstein
Towers
Stage B
Herzliya Residential 53% local committee. In
design for Town
Construction Plan
stages.
150
housing
units
- Pre-estimate
Office
Tower in
Giv'at
Sha'ul
Giv'at
Shaul
Offices 100% Not yet decided to
push permit forward
34,750 - Pre-estimate
Ha'elef
Compound
Rishon
Lezion
Rental
housing and
student
dormitories
50% Detailed plans being
prepared for the
purpose of filing a
request for a building
permit.
17,000 62 Pre-estimate

(*) Some of the information presented in this table constitutes forward-looking information, as per Section 32a of the Securities Law, 1968. Forwardlooking 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 global health crisis, 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 frisk factors characterizing the Company's activity see Section 1.36 of the Report on the Corporation's Business in the 2020 Periodic Report. ** The Company is acting to add 3 stories, for a total addition of 5,000 m²

*** The Company is acting to advance a town construction plan under the authority of a local committee by virtue of the TA 5000 outline plan for additional rights, as follows: added residential rights of 31,500 m² constituting 310-350 housing units, and increasing existing employment and office rights from 96,000 m² to 213,000 m² (an addition of 117,000 m²).

Solar Installations

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 Revenue
(Thousands of NIS)
Existing installations 62 10,198 9,857
Increasing the size of
existing installations
- 1,650 1,183
Installations
with
quota
197 24,275 17,826
Installations
in
approval proceedings
31 2,289 2,469
Total 290 38,412 31,335 (**)

(*) Some of the information presented in this 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 business environment in which the Company is active and the risk factors characterizing the Company's activity, including the state of the Israeli economy, the receipt of permits and approvals from the proper authorities, engagements with third parties, and changes in legislation and regulation. For further details on the risk factors characterizing the Company's activity see Section 1.36 of the Report on the Corporation's Business 2020 Periodic Report and for details on the business environment see the description of the business environment above.

(**) The Company's share of expected revenues is expected to amount to a total of 24 million NIS.

Residential

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

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
September
30 2021
(Millions of
NIS)
% As of September 30 2021 As of the publication of the report
Hahascala
Blvd.2
360 75% 33 99 76 241 - 354
Hameitav
Tel-Aviv3
15 50% 14 40 13 37 - 13
Marom
Hasharon
Stage E
1 90% 1 2 - - - 1
Marom
Hasharon
Stage B 4
1 90% 1 2 1 2 - 2
Marom
Hasharon
Stage F
134 90% - - 4 8 5 38
Marom
Hasharon
Stage G
97 90% - - - - - 16
Other 5 - 100% - - - - - 1
Total 608 49 143 94 288 5 425
  1. Balance of units in inventory

  2. Paneling, excavation and base works begun during the period.

  3. As of September 30 2021 155 units were delivered to a total monetary value of 388 million NIS. As of the publication of the report 158 apartments were delivered at a monetary scope of 397 million NIS.

  4. As of the publication of the report 60 units were delivered at a monetary scope of 129 million NIS.

  5. The balance is attributed to parking and storage.

Inventory of Land for Long-Term Residential Construction

Location Number of Housing
Units
Construction Rights Holdings in Projects Total Investment as
of September 30
2021
In Thousands of m² In % In Millions of NIS
Israel 173 17 100% 24
Total 173 17 100% 24

Debt Structure Management

Company policy is to maintain an efficient leverage rate by recruiting debt with a long-term life span and with no liens. The Company's net financial debt as of September 30 2021 amounts to 4.6 billion NIS. The debt's total life span is 4 years and the weighted effective interest rate is 2.72% CPI-linked.

As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 2.2 billion NIS, and unencumbered real estate properties to the sum of 3.4 billion NIS.

Financial debt across years in millions of NIS

Gross real profit margins between cash-generating properties and CPI-linked weighted debt cost

* After the issue of Series 25 debentures, which took place after the balance sheet date, the weighted debt cost is 2.22%, which means that the margin is 4.99%.

NET OPERATING NOIINCOME

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

Company management believes that NOI is an important parameter in valuing 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. Note that NOI:

    1. Does not present cash flows from regular activities in accordance with generally accepted accounting rules.
    1. Does not reflect cash available for the financing of the Group's entire cash flows, including its ability to distribute monies.
    1. Cannot be considered a replacement for reported net profit for purposes of evaluating the results of the Group's activities.
Q3
2021
Q2
2021
Q1
2021
Q4
2020
Q3
2020
Q2
2020
Q1
2020
Identical
properties for the
period
155,060 153,530 143,501 146,413 147,031 141,578 148,323
Properties
activated in the
period
2,299 755 1,916 1,118 - - -
Properties sold 16 231 231 288 698 1,015 1,312
NOI –
Total
157,375 154,516 145,648 147,819 147,729 142,593 149,635

Development of NOI (in thousands of NIS)

The NOI in the third quarter of 2021 totaled 157 million NIS, compared to 148 million NIS in the corresponding quarter last year, constituting a growth of 6.5%.

The same property NOI in the current quarter amounted to 155 million NIS compared to 147 million NIS in the corresponding quarter last year, constituting a 5.5% increase.

Weighted Yield Rate

The following is the calculation of the weighted cap rate derived from all the cash-generating properties in Israel as of September 30 2021:

Consolidated (in
Millions of NIS)
Investment property in consolidated statement as of September 30 2021 11,031
Less - foreign real estate (890)
Less – value of lands classified as investment property (1,012)
Plus – value of cash-generating properties intended for realization 27
Cash-generating investment property in Israel as of September 30 2021 9,156
Less value charged for open spaces (578)
Expected investments 30
Investment property attributed to rented spaces as of September 30
2021
8,608
Third Quarter 2021 NOI 157
Expected yearly NOI on the basis of Third Quarter 2021 NOI 622
Weighted cap rate deriving from cash-generating investment property in
Israel
7.23%

The information in the above table featuring forecasts for all of 2021 is forward-looking information, as defined in Section 32a of the Securities Act, 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 Group's activity, including the state of the Israeli economy, the global health crisis, changes on occupation, in CPI, in interest rates, and in rental fees. The continued spread of the Covid-19 pandemic, decisions by states and regulatory authorities in Israel and around the world in connection with their preparations, changes in interest rates and in discount rates of real estate properties, changes in the scope of business activity of tenants and their payment ability and changes in cash flows from ongoing activity as a result of the development or continuation of the situation, as well as additional changes deriving from the above, may impact the Company's activity and its monetary results in a manner different from the estimates detailed above. For further details on the risk factors characterizing the Company's activity see Section 1.36 of the Report on the Corporation's Business (Chapter A) in the 2020 Periodic Report and for details on the business environment see description of the business environment in this report above.

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

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

We emphasize that the FFO:

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

FFO calculations (In Thousands of NIS)

1-9.21 1-9.20 7-9.21 7-9.20 2020
Net profit for the period 614,435 505,608 221,346 144,346 576,730
Changes in value of investment
property and investment property
under construction
(426,810) (277,979) (158,152) (38,555) (299,389)
Profits and losses from the sale of
real estate, investees, other
revenues and realization of capital
reserves from translation
differences.
(40,384) (33,718) (19,796) 2,994 (43,351)
Tax expenses from the sale of
properties and other revenues
5,990 18,841 - - 5,461
Changes in fair value of financial
instruments
6,380 23,696 255 6,186 29,202
Adjustments due to taxes 106,511 100,713 43,375 5,423 149,430
Loans attributed to affiliated
companies
(1,913) 1,844 (8,924) (1,181) 5,892
Revaluation of assets and liabilities 4,275 3,249 1,600 1,094 5,366
Other revenues (64,006) (46,443) (17,478) (7,909) (60,379)
Nominal FFO 204,478 295,811 62,226 112,398 368,962
Added (subtracted) – expenses
(revenues) from linkage differentials
on the debt principal and exchange
rate differences
115,419 (10,794) 50,758 (14,121) 12,735
Real FFO 319,897 285,017 112,984 98,277 381,697
FFO attributed to cash
generating property
337,947 300,041 120,124 103,586 403,801

2021 Forecast

The following is the projected FFO from cash-generating properties and projected NOI for 2021.

The Company's forecast for its key operating results in 2021, based on the following working assumptions:

  • Known CPI as of September 30 2021.
  • Without the purchase of new properties.
  • No material changes will occur in the business environment in which the Company is active in Israel beyond the estimate detailed below attributed to the impact of the coronavirus pandemic. For further information on the business environment in which the Company is active, Description of the Business Environment above.
  • Signed leases and Company management's projections regarding current lease renewals in 2021.
  • The possible impact of additional lockdowns over the course of the fourth quarter of 2021 was not taken into account.
1-9.21 in
Practice
Revised 2021
Forecast
Original 2021
Forecast
2020 in
Practice
NOI (in Millions of NIS) 516 687-693 652-663 671
FFO attributed to cash
generating property (in
millions of NIS)
338 450-460 412-428 404

The information in the above tables featuring a forecast for all of 2021 is forward-looking information, as defined in Section 32a of the Securities Act, 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 the state of the Israeli economy, the global health crisis, changes on occupation, in interest rates, and in rental fees. The continued spread of the Covid-19 pandemic, decisions by states and regulatory authorities in Israel and around the world in connection with their preparations, changes in interest rates and in discount rates of real estate properties, changes in the scope of business activity of tenants and their payment ability and changes in cash flows from ongoing activity as a result of the development or continuation of the situation, as well as additional changes deriving from the above, may impact the Company's activity and its monetary results in a manner different from the estimates detailed above. For further details on the risk factors characterizing the Company's activity see Section 1.36 of the Report on the Corporation's Business (Chapter A) in the 2020 Periodic Report and for details on the business environment see Description of the Business Environment above.

Operating Results According to Consolidated Financial Statements

Business Results Summary Table (in Millions of NIS)

For the Period
1-9.2021 1-9.2020 Notes and Explanations
Revenues from rental
and property
management fees
666 661 Most of the increase in the period derives from improvements in occupancy and
in rental fees offset by the sale of properties.
Maintenance and
Management Cost
156 163
Revenues from the Sale
of Apartments and Land
177 109 Including sale of land to the sum of 67 million NIS.
Cost of Apartments and
Land Sold
142 82
Investment Property Increase in Fair Value of 427 278 The change in the period largely derives from a net increase in the fair value of
real estate in Israel. Over the course of the period, 179 valuations were carried
out for properties worth 6 billion NIS and 335 internal valuations of properties
with a value of 0.9 billion NIS. Most of the increase in the value of these
properties derives from an increase in real rental fees, improved occupation
rates, a decrease in capitalization rates and an increase in the Consumer Price
Index. In addition, the Company recorded a value increase due to a change in
the total value of land and construction rights to the sum of 44 million NIS and an
increase in value for the sale of assets to the sum of 49 million NIS.
Administrative and
General, Sales and
Marketing Expenses
66 81 The decrease in the period derives from streamlining actions that included,
among other things, a decrease in activity abroad, a corporate reduction and in
addition, a decrease in doubtful debt expenses. Expenses were included for
share-based payment in the period to the sum of 5 million NIS compared to 12
million NIS in the corresponding period last year.
Realization of Capital
Reserve due to
Adjustments from the
Translation of Financial
Statements
(13) - For the sale of properties in Serbia and Canada
Net
interest
expenses
99 122 Decrease in outstanding debt and decrease in interest rate
Expenses
(revenues)
from
change in
CPI, net
93 (27) A 2.2% CPI increase in the period against a 0.6% decrease in the corresponding
period last year.
Financing
Expenses
Loss from
early
redemption
14 23 Over the course of the period, an early redemption was made of Series 21
debentures.
Net
expenses
from
exchange
rate
differences
and others
14 17
Total 220 135
Tax expenses on
income
135 141
Net profit 614 506

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

As of September
30 2021
As of December
31 2020
Notes and Explanations
Current assets 998 1,019
Investments handled using the book value
method
276 294
Investment property, investment property
in development and advance payments on
account of investment in land
11,815 11,161
Inventory of land for construction 24 389 The decrease derives from the
reclassification of the Hahascala
Blvd. (Hasolelim) project and
Marom Hasharon to short-term
Short-term credit, current maturities 597 674 The decrease largely derives from
the recycling of a loan in
Switzerland to the sum of 170
million NIS.
Long-term loans and liabilities from
banking corporations, credit providers and
others.
1,098 1,099
Long-term debentures 3,300 3,635 The decrease derives from the
early redemption of Series 21
debentures and current
redemptions.
Total equity attributed to shareholders 6,624 6,073 Most of the increase derives from
profit in the period to the sum of
614 million NIS, a capital offering
of 78 million NIS and offset by
dividends to the sum of 150 million
NIS.
Total equity 6,603 6,062

Cash and Credit Frameworks

Sources In Millions of NIS
Balance of Cash at the Beginning of the Period 432
Cash Deriving from Current Activities 538
Investment Activities
Sale of assets 153
Proceeds from the realization of investment 64
Proceeds from the sale of shares and redemption of shareholder loans of
investee sold
15
Investment in investment property, real estate under development and fixed
assets
(545)
Realization of shares of subsidiary 56
Repayment of long-term deposit 46
Total investment activity (211)
Financing Activity
Stock offering 78
Short-term credit (28)
Receipt of loans from banks and long-term liabilities 239
Repayment of loans from banks and long-term liabilities (253)
Redemption of debentures (448)
Dividends paid to shareholders (152)
Total financing activity (564)
Exchange rate differentials due to cash and cash equivalent balances (4)
Balance of cash at the end of the period 191

Credit Frameworks

As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 2.2 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 criteria it was committed to within the framework of the loan agreements and deeds of trust of the Company's debentures.

For details on the debentures (Series 18) and debentures (Series 25) issued subsequent to the balance sheet date, which constitute a "material loan" as 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.

Credit Rating

On May 27 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 guaranteed by the shares of Darban Investments Ltd. ("Darban") (Series 24) increased from ilAAto 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.

Working Capital

The working capital, including assets and liabilities held for sale as of September 30 2021 (including inventory the operating period of which is over one year to the sum of 408 million NIS), amounted to 130 million NIS in the Financial Statements compared to a total of 47 million NIS as of December 31 2020. The working capital, including assets and liabilities held for sale as of September 30 2021 (including inventory the operating period of which is over one year to the sum of 361 million NIS), amounted to 137 million NIS in the Solo Financial Stateme.

As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 2.2 billion NIS, and unencumbered real estate properties to the sum of 3.4 billion NIS.

Linkage Balance

The Company has financial liabilities to the sum of 5.3 billion NIS, of which 4.1 billion NIS are CPIlinked. The Company's cash-generating property in Israel is worth 9.3 billion NIS, is largely rented in CPI-linked rental agreements, and the Company considers this to be long-term inflationary protection.

Investment in Associates

The Company has investments in investees active in Israel, the U.S. and Canada. The Company lists its investments in these companies using the book value method. As of September 30 2021 the investment in these companies amounts to 276 million NIS, of which 190 million NIS is in Israel.

Dividend Policy

On March 18 2021 the Company's Board of Directors announced that it was distributing dividends to the sum of 55.3 million NIS, which were paid on April 12 2021 (the sum of the dividends less the share of a subsidiary holding the Company's shares is 50 million NIS). On the same occasion, the Company Board of Directors decided on a dividend distribution policy for 2021 totaling 200 million NIS but not exceeding 50% of the Company's total yearly FFO, all subject to a specific decision by the Board of Directors before each distribution after examination of the distribution tests set in law. For further details see Section 1.5 of the Report on the Corporation's Business (Chapter A) in the 2020 Periodic Report.

On May 25 2021 the Company's Board of Directors decided to distribute dividends to the sum of 55.3 million NIS, which were paid on June 15 2021 (the sum of the dividends less the share of a subsidiary holding the Company's shares is 50 million NIS).

On August 12 2021 the Company's Board of Directors decided to distribute dividends to the sum of 53.2 million NIS, which were paid on August 31 2021 (the sum of the dividends less the share of a subsidiary holding the Company's shares is 50 million NIS).

On November 23, 2021 the Company's Board of Directors approved a distribution of dividends, payment of which will occur on December 14, 2021 to the sum of approximately 58.5 million NIS (the sum of the dividends less the share of a subsidiary holding the Company's shares is 55 million NIS). The dividend sum per share is 0.07327 NIS. The accumulated dividends from the start of 2021, per share, will amount to a total of 0.20648 NIS.

Looking Forward

The Company operates in accordance with a long-term strategy designed to expand and improve the portfolio of cash-generating properties in its possession while taking care to create high-quality real estate for people and the environment and provide a full envelope of services to its customers. This strategy is realized by initiating and opening new properties, purchasing properties, and customer service. The Company regularly examines expansion options by entering into additional areas of activity synergistic with its cashgenerating properties. The Company combines debt issues and capital offerings in order to serve its needs while taking care to ensure a balanced debt structure.

The Company continues to regularly examine the possible impacts of the Covid-19 pandemic and whether the Company needs to make any preparations, including in all matters pertaining to possible changes in the needs and desires of its customers.

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

Tal Fuhrer

Chair of the Board of Directors

Dudu Zvida Company CEO

Date

November 23 2021

Appendices

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

Appendix A

Exposure to Market Risk and Management Thereof

    1. The person responsible for managing market risks is Mr. Dudu Zvida, Chairman of the Company Board of Directors. For details regarding Mr. Zvida, see Regulation 26 of Part D (Additional Details) of the 2020 periodic report, presented by way of referral.
    1. No material changes in risk factors have occurred in the reported period compared to those reported in the 2020 periodic report. For details on changes in the business environment see the Description of the Business Environment in the Report of the Board of Directors above.

Appendix B

Disclosure Provisions with Regard to the Corporation's Financial Reporting

1. Material Events During the and Subsequent to the Reported Period

For details on material events during and subsequent to the reported period, see Note 4 to the Company's September 30 2021 Consolidated Interim Financial Statements.

2. Aspects of Corporate Governance

On May 18 2021 a resolution by the Company's Audit and Remuneration Committee and Board of Directors came into effect, in accordance with their authority in accordance with Regulation 1.a.(2) of the Companies Regulations (Relief in Transactions with Interested Parties), 2000, on salary updates for all of the directors serving on the Company Board of Directors (including outside directors) and as they will be from time to time, so that the yearly remuneration sum and participation remuneration the directors will be entitled to will be in accordance with the maximum sum of the yearly remuneration and participation remuneration in accordance with the Companies Regulations (Rules on Remuneration and Expenses for Outside Directors), 2000 ("the Remuneration Regulations"), in accordance with the Company's capital level, which will take into account the classification of directors serving at the Company as experts in accordance with the definition of an "expert outside director" in the Remuneration Regulations. Note that on March 18 2021 the Company Board of Directors, after examining their experience and skills, decided to classify all of the directors serving on the Company Board of Directors on the date in question as "expert outside directors", as this term is defined in the Remuneration Regulations. Therefore, the salary of all of the directors serving on this date at the Company is identical, and amounts to the maximum sum that can be paid to an "expert outside director" in accordance with the Fourth Addendum to the Remuneration Regulations.

Appendix C

Special Disclosure for Debenture Holders: The Bonds in Public Hands

As of September 30 2021 there are 8 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
September 30
2021
(In Thousands
of NIS)
Debentures
(Series 15)
Debentures
(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
11,250 273,121 526,303 783,000 406,371 444,993
Stock market rate
(in 0.01 NIS)
106.88 117.87 121.59 115.89 119.77 123.75
Outstanding
Notational Value,
Linked
11,250 273,121 538,368 816,463 419,048 460,267
Accrued interest 322 3,890 5,021 9,754 - 3,260
Fair value 12,024 321,928 632,932 907,419 486,711 550,679
Interest type Fixed interest Fixed interest Fixed interest Fixed interest Fixed interest Fixed interest
Denoted Yearly
Interest Rate
5.74% 5.65% 3.7% 2.85% 2.60% 2.81%
Principal
payment dates
Nine unequal
annual
installments
paid on April 1
of each of the
years from 2016
to 2024. 4% of
the principal
shall be paid in
the first and
second
installment, 8%
of the principal
shall be paid in
the third
installment and
14% of the
principal shall
be paid in each
of the
installments
from fourth to
ninth.
Twelve unequal
annual
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 twelve
payments.
Twelve unequal
annual
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 twelve
payments.
Four unequal
annual
installments on
October 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, with 2%
of the principal
paid in each of
the first through
third payments,
5% of the
principal paid in
each of the
fourth to eighth
payments and
69% of the
principal shall
be paid in the
ninth
installment.
Eight unequal
yearly payments
to be paid on
December 31 of
each year from
2019 to 2029,
excluding 2022,
2024 and 2027,
with the first,
third and fourth
installments
being 5%,
second and fifth
installments
10%, sixth and
seventh
installments
20% and eight
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 year 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
(Principal and
Interest)
Non-linked Non-linked May 2014 CPI March 2016 CPI August 2016 CPI June 2017 CPI
Does it constitute
a material
obligation?
No No No Yes No No
Rating company S&P Maalot
Rating AA stable AA stable AA stable AA stable AA stable AA stable
Are there
guarantees for
the payment of
the obligations?
No No No No No No
Are there any
liens?
No No No Yes. Real estate
properties. See
Appendix A to
Part A of the
2020 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 to
Part A of the
2020 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)
Mishmeret Trust
Services Ltd. (1)
Mishmeret Trust
Services Ltd. (1)
Resnick Paz Nevo
Trusts Ltd. (2)
Resnick Paz Nevo
Trusts Ltd. (2)
Resnick Paz Nevo
Trusts Ltd. (2)
Right to early
repayment
(3)

As of September 30 2021
(In Thousands of NIS)
Debentures Series 23
(Formerly Series 14 in Jerusalem
Economy Ltd.)
Debentures Series 24
(Formerly Series 15 in Jerusalem
Economy Ltd.)
Date of Issue September 18 2016 June 21 2017
Notational Value Upon Issue 607,923 612,810
Outstanding Notational Value 537,314 539,273
Stock market rate (in 0.01 NIS) 118.66 121.41
Outstanding Notational Value, Linked 552,394 553,895
Accrued interest - 3,630
Fair value 637,576 654,731
Interest type Fixed interest Fixed interest
Denoted Yearly Interest Rate 2.4% 2.6%
Principal payment dates Nine unequal yearly payments to be paid
on September 30 of each year from 2018
to 2026, with the first installments being
2%, second through eighth installments 5%
and ninth installments 63%.
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.
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.
Linkage Basis and Terms (Principal
and Interest)
July 2016 CPI May 2017 CPI
Does it constitute a material obligation? No No
Rating company S&P Maalot
Rating AA stable AA stable
Are there guarantees for the payment of
the obligations?
No No
Are there any liens? Yes. Real estate properties. See Appendix A
to Part A of the 2020 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 25.c.1 to the
Consolidated Financial Statements in the
2020 Periodic Report and Appendix B to
the 2020 Periodic Report.
Trustee Resnick Paz Nevo Trusts Ltd. (2) Resnick Paz Nevo Trusts Ltd. (2)
to early repayment (3)

Further Details on Company Debentures

  • (1) Mishmeret Trust Services Ltd., the details of the engagement with which, to the best of the Company's knowledge, are as follows: contact: Mr. Rami Sabbati; address: 46-48 Menachem Begin Road Tel Aviv; telephone number: 03-6386894; fax: 03-6374344; email address: [email protected].
  • (2) Resnick Paz Nevo Trusts Ltd., the details of which, to the best of the Company's knowledge, are as follows: contact: Yossi Resnick; address: 14 Yad Harutzim, Tel Aviv; telephone number: 03-6389200; fax: 03-6389222; email address: [email protected].
  • (3) The terms of the debentures (Series 15-24) state that the Company has a right to early redemption that will be carried out in accordance with the provisions and guidelines of the Stock Exchange bylaws. The Company shall be entitled to perform an early redemption starting from the date the debentures were listed for trade so long as the minimum redemption sum is no less than 1 million NIS. In addition, in the terms of the debentures Series (15-17), the Company undertook not to create a general current lien on all of its assets in favor of a third party.
  • (4) On February 23 2021 the Company performed, at its initiative, an early redemption of the debentures (Series 21) (formerly Series 12 of Jerusalem Economy Ltd.) to the sum of 222,344,571 NIS NV and at a total sum of 249,515,078 NIS for principal and interest. The principal sum redeemed via early redemption amounted to 222,344,571 NIS. The accrued interest sum, including the added interest for the full early redemption, for the sum of the principal, as of the early full redemption date is 27,170,507 NIS. The interest rate and the added interest for the full early redemption, calculated for the uncleared balance, is 12.22%. The Company listed a one-time expense of 14 million NIS due to the early full redemption.

Reportable Credit

The Company's debentures (Series 18 and 25) constitute reportable credit.

The following are details regarding the Company's compliance with the financial covenants (Series 18):

The Covenant Ratio as of the
Report Date
Compliance as
of Report Date
Equity less minority rights shall be no less than 1,000 million
NIS.
6,624 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.
36% 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.
6.37 Meeting the
condition
The net financial debt to balance sheet ratio, as defined in
the deed of trust, shall be no less than 15% for two
consecutive quarters.
51.1% Meeting the
condition

Restrictions on the distribution of dividends in accordance with the to the debentures' (Series 18) 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. 6,624 Meeting the
condition
The net financial debt to balance sheet ratio, as defined in
the deed of trust, shall not exceed 73% for two consecutive
quarters.
36% Meeting the
condition
The net financial debt to gross profit ratio, as defined in the
deed of trust, shall not exceed 15 for four consecutive
quarters.
6.37 Meeting the
condition
The net financial debt to balance sheet ratio, as defined in
the deed of trust, shall be no less than 15% for two
consecutive quarters.
51.1% Meeting the
condition

The following are details on the financial covenants of the debentures (Series 25) issued subsequent to the balance sheet date:

The Covenant

Equity will be decreased to below 2.5 billion NIS, for two continuous consecutive quarters.

The net financial debt to balance sheet ratio, as defined in the deed of trust, shall not exceed 75% for two consecutive quarters.

The net financial debt to gross profit ratio, as defined in the deed of trust, shall not exceed 16 for two consecutive quarters.

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.

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

The Covenant

Equity will be decreased to below 3.4 billion NIS.

The net financial debt to balance sheet ratio, as defined in the deed of trust, shall not exceed 70% for two consecutive quarters.

The net financial debt to gross profit ratio, as defined in the deed of trust, shall not exceed 13 for four consecutive quarters.

Appendix D

Linkage Basis Report

Linkage basis report in accordance with September 30 2021 Consolidated Financial Statements:

Thousands of NIS USD CHF EUR CAD Index Unlinked Non
Financial
Total
Cash and cash
equivalents
8,941 14,580 41,912 25,838 - 99,723 - 190,994
Short-term investments - - 90,319 - - 41,348 - 131,667
Trade receivables 316 62 10,966 1,709 - 27,469 - 40,522
Receivables and debit
balances
11,585 839 10,893 3,854 10,669 39,748 16,365 93,953
Taxes receivable 10 417 1,108 177 5,593 7,414 - 14,719
Deposits and long-term
debit balances
3,853 - - 230 29,872 - - 33,955
Investments in investees - - 20,236 (1,094) - 8,857 248,297 276,296
Assets held for sale - - - - - - 101,629 101,629
Advance payments on
account of investments
in land
220,146 220,146
Inventory of land for
residential construction
and apartments under
construction
- - - - - - 449,214 449,214
Investment property - - - - - - 11,031,206 11,031,206
Investment property
under construction
- - - - - - 563,640 563,640
Fixed assets - - - - - - 117,182 117,182
Intangible assets - - - - - - 27,128 27,128
Deferred taxes - - - - - - 244 244
Total assets 24,705 15,898 175,434 30,714 46,134 224,559 12,760,323 13,292,495
Trade liabilities 12 815 9,448 2,834 - 28,172 - 41,281
Payables and credit
balances
797 695 18,238 785 9,120 105,243 63,669 198,547
Taxes payable 2,360 - 6,390 - - 5,360 - 14,110
Provisions - - - 17,695 - 17,695
Loans from banking
corporations including
current maturities
51,179 180,512 50,921 37,897 741,167 199,076 (35,039) 1,225,713
Other liabilities 50,552 - - 219 - 47,794 - 98,565
Debentures - - - - 3,363,375 306,786 - 3,670,161
Tenant deposits 885 - 3,805 - 32,205 2,780 - 39,675
Employee benefit
liabilities, net
- - - - - - 8,125 8,125
Deferred taxes - - - - - - 1,375,713 1,375,713
Total liabilities 105,785 182,022 88,802 41,735 4,145,867 712,906 1,412,468 6,689,595

Mivne Real Estate (K.D) Ltd.

)"The company"(

Quarterly financial statements – for the period ended september 30 2021

This is an English translation of the Hebrew consolidated Interim financial statements, that was published on November 24, 2021 (reference no.: 2021-01-101044) (hereafter: "the Hebrew Version"). This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

Mivne Real Estate (K.D) Ltd.

Consolidated Interim Financial Statements As of September 30, 2021

Unaudited

Table of Contents

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 for the Consolidated Interim Balance Sheets 15-24

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

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

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

Introduction

We have reviewed the attached interim financial information on Mivne Real Estate (K.D) Ltd. and its subsidiaries (hereinafter – the Group), which includes its Concise Consolidated Balance Sheet as of September 30, 2021 and its Concise Consolidated Statements of Profit or Loss, Reports on Comprehensive Income, Changes in Equity and Cash Flows for the nine 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 consolidated companies, the assets of which included in the consolidation constitute some 16.76% of all consolidated assets as of September 30, 2021, and revenues of which included in the consolidation constitute some 13.35% and 15.11% of all consolidated revenues for the nine- and threemonth periods ending that date, respectively. Furthermore, we did not audit the concise interim financial information of companies presented according to the book value method, investment in which amounted to a total of approximately 152 million NIS as of September 30, 2021, with the Group's share of the losses of the companies in question amounting to approximately 4.3 and 1.9 million NIS in the nine- and three-month periods ending that date, respectively. The concise interim financial statements of said companies have been reviewed by other accountants, the reports of whom have been provided us and our conclusion, inasmuch as it refers to financial information for the aforementioned companies, is based on the reviews conducted by these other accountants.

Scope of the Review

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

Conclusion

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

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

Tel-Aviv, Kost Forrer Gabbay & Kassirer November 23, 2021 Certified Public Accountants

Consolidated Balance Sheets

As of December 31
2021
2020
2020
Unaudited
Audited
Thousands of NIS
Current Assets
Cash and cash equivalents
190,994
587,816
431,706
Short-Term Investments and Deposits
90,634
77,743
69,288
Limited cash and funds in trust
41,033
21,623
63,851
Trade receivable
40,522
56,711
50,117
Other accounts receivables
93,953
234,381
157,342
Taxes receivable
14,719
17,608
20,150
Inventory of land, apartments and buildings for sale and under
construction
424,760
215,061
896,615
1,210,943
967,994
Assets held for sale
101,629
42,155
998,244
1,253,098
Non-Current Assets
Deposits in banking corporations
-
247
Other accounts receivables
33,955
21,735
Investments in financial assets measured at fair value via other
comprehensive income
-
-
Investments in companies measured in equity method
276,296
303,655
Advance payments on account of investment property
220,146
-
Investment property
11,031,206
10,830,347
Investment property under development
563,640
208,020
Inventory of land for construction
24,454
388,142
Fixed assets, net
117,182
76,819
Intangible assets, net
27,128
27,128
Deferred taxes
244
2,299
12,294,251
11,858,392
13,292,495
13,111,490
As of September 30
175,540
50,724
1,018,718
-
20,301
85,633
294,304
-
10,993,476
167,870
389,072
83,722
27,128
1,471
12,062,977
13,081,695

Consolidated Balance Sheets

As of September 30 As of December 31
2021 2020 2020
Unaudited Audited
Thousands of NIS
Current Liabilities
Credit from banks and credit providers - 18,299 22,150
Current maturities of debentures 370,193 299,823 405,327
Current maturities of loans and other liabilities 226,570 251,806 246,351
Trade payables 41,279 42,133 34,252
Accounts payable 170,423 233,069 211,053
Advance payments from buyers 45,819 19,785 2,725
Taxes payable 14,110 47,074 49,642
868,394 911,989 971,500
Non-Current Liabilities
Loans from banking corporations and financial institutions 999,143 1,003,505 982,916
Debentures 3,299,968 3,798,747 3,635,402
Other liabilities 98,565 120,846 116,461
Tenant deposits 39,675 36,713 37,400
Employee benefit liabilities 8,125 8,019 7,781
Deferred taxes 1,375,713 1,238,397 1,268,237
5,821,189 6,206,227 6,048,197
Equity Attributable to Company Shareholders
Stock capital 1,495,692 1,509,503 1,515,298
Share premium 3,499,601 3,607,405 3,634,931
Buy options - - 14,456
Capital reserve from tradable securities - - (11,526)
Reserve in respect of share-based payment transactions 21,682 14,774 17,122
Treasury shares (393,227) (641,127) (641,127)
Retained earnings 2,182,535 1,693,124 1,718,294
Adjustments arising from the translation of the financial statements of
foreign activity 97,005 107,950 104,943
Capital reserve from transactions with non-controlling interests (279,026) (279,026) (279,026)
6,624,262 6,012,603 6,073,365
Non-Controlling Interests (21,350) (19,329) (11,367)
Total equity 6,602,912 5,993,274 6,061,998
13,292,495 13,111,490 13,081,695
November 23, 2021
Approval Date of the Financial Tal Fuhrer Dudu Zvida Yossi Filiba
Statements Chairman of the Board
of Directors
Chief Executive
Officer
Chief Financial Officer

Consolidated Statements of Operations

For the 9 Months Ending
September 30
For the 3 Months Ending
September 30
For the Year
Ending On
December 31
2021 2020 2021 2020 2020
Unaudited Audited
Thousands of NIS
(Except for Net Profit per Share Data)
Revenues
Rental and management fee income – Israel 575,350 561,369 200,229 196,719 748,467
Rental and management fee income – abroad 90,248 99,253 28,933 33,324 131,589
Sale of apartments and land 177,466 108,883 15,111 47,208 162,347
From management of buildings and infrastructure 333 1,435 82 309 1,538
From solar installations, net
From the sale of fuels, net
5,324
881
3,419
722
2,317
310
1,362
377
3,829
1,237
Total revenues 849,602 775,081 246,982 279,299 1,049,007
Expenses
Maintenance expenses – Israel 124,349 126,992 45,563 51,042 167,295
Maintenance expenses – abroad 31,336 36,460 8,323 12,509 48,658
Cost of apartments and land sold 142,382 82,252 5,230 41,239 121,405
Total cost of sales and services 298,067 245,704 59,116 104,790 337,358
Gross profit 551,535 529,377 187,866 174,509 711,649
Increase in value of investment property and
investment property under development, net 426,810 277,979 158,152 38,555 299,389
Sales and marketing expenses 4,566 3,205 1,813 1,017 4,402
Administrative and general expenses 61,615 77,654 20,180 20,887 106,930
Increase (decrease) in value of inventory of land
for construction - 449 - - (553)
Other revenues (expenses), net
Realization of capital reserve due to adjustments
from the translation of financial statements for
32,415 45,798 21,191 (128) 57,779
foreign activity 12,979 - - - -
The Company's share of the profits of companies
measured in equity method, net
11,971 8,883 12,106 3,739 6,610
Operating profit 969,529 781,627 357,322 194,771 963,542
Financing expenses 214,105 119,167 86,153 22,407 185,059
Loss from early redemption of debentures and
loans
Financing revenues (expenses)
13,903
8,195
23,011
7,139
-
621
6,239
(1,029)
23,011
9,716
Profit before taxes on income 749,716 646,588 271,790 165,096 765,188
Taxes on income 135,281 140,980 50,442 20,750 188,458
Net profit 614,435 505,608 221,348 144,346 576,730
Attributed to:
Company shareholders 610,532 511,425 219,824 143,110 577,224
Non-controlling interests 3,903 (5,817) 1,524 1,236 (494)
614,435 505,608 221,348 144,346 576,730
Profit per share attributed to company
shareholders (in NIS)
Basic net income 0.82 0.7 0.29 0.19 0.79
Diluted net income 0.82 0.7 0.3 0.2 0.78
For the 9 Months Ending
September 30
For the 3 Months Ending
September 30
For the Year
Ending On
December 31
2021 2020 2021 2020 2020
Unaudited Audited
Thousands of NIS
Net profit 614,435 505,608 221,348 144,346 576,730
Other comprehensive profit (loss) (after tax
influence):
Sums restated to gain or loss under conditions:
Profit due to cash flow hedging transactions
Adjustments arising from the translation of the
- 3,732 - 3,784 3,732
financial statements of foreign activity
Realization of capital reserve to gain or loss due to
3,875 (21,686) (1,857) (10,734) (21,534)
the realization of foreign activity (12,979) - - - -
(9,104) (17,954) (1,857) (6,950) (17,802)
Items not reclassified to gain/loss:
Profit (loss) due to investment in financial asset
measured at fair value via other comprehensive
income 15,235 - - - (11,526)
15,235 - - - (11,526)
Total other comprehensive income (loss) 6,131 (17,954) (1,857) (6,950) (29,328)
Total comprehensive income 620,566 487,654 219,491 137,396 547,402
Attributed to:
Company shareholders 617,829 494,392 217,471 135,828 545,658
Non-controlling interests 2,737 (6,738) 2,020 1,568 1,744
620,566 487,654 219,491 137,396 547,402
Attributed to Company shareholders
Stock
Shares –
Share
premium
Buy options Capital reserve due
to financial assets
measured at fair
value
via other
comprehensive
income:
Shares –
Treasury
Retained
Earnings
Reserve in
respect of
share-based
payment
transactions
Adjustments
from the
Translation of
Financial
Statements of
Foreign
Activity and
Other Funds
Capital
Reserve
from
Transactio
ns with
Non
Controlling
Interests
Total Non
controlling
interests
Total
Equity
Unaudited
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
- - - - - 610,532 - - - 610,532 3,903 614,435
Operations - - - - - - - (12,979) - (12,979) - (12,979)
Other comprehensive income (loss) - - - 15,235 - - - 5,041 - 20,276 (1,166) 19,110
Total comprehensive income (loss)
Writing off treasury shares
-
(30,530)
-
(217,370)
-
-
15,235
-
-
247,900
610,532
-
-
-
(7,938)
-
-
-
617,829
-
2,737
-
620,566
-
Departure from consolidation by
consolidated company
Classification of capital reserve upon
- - - - - - - - - - (10,639) (10,639)
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 - - - - - (150,000) - - - (150,000) - (150,000)
Dividends to non-controlling interest holders
Share-based payment
-
-
-
-
-
-
-
-
-
-
-
-
-
5,010
-
-
-
-
-
5,010
(2,081)
-
(2,081)
5,010
Balance as of September 30, 2021 1,495,692 3,499,601 - - (393,227) 2,182,535 21,682 97,005 (279,026) 6,624,262 (21,350) 6,602,912

The attached Notes constitute an integral part of these Consolidated Interim Financial Statements.

Attributed to Company shareholders
Stock
Shares –
Share
premium
Shares –
Treasury
Retained
Earnings
Hedge
capital
fund
Reserve in
respect of
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
Equity
Unaudited
Thousands of NIS
Balance as of January 1 2020
(Audited)
1,509,503 3,607,405 (641,127) 1,231,356 (3,732) 2,694 128,715 (263,678) 5,571,136 (14,763) 5,556,373
Net profit (loss)
Other comprehensive
income
(loss)
-
-
-
-
-
-
511,425
-
-
3,732
-
-
-
(20,765)
-
-
511,425
(17,033)
(5,817)
(921)
505,608
(17,954)
Total comprehensive income (loss) - - - 511,425 3,732 - (20,765) - 494,392 (6,738) 487,654
Departure from consolidation by
consolidated company
Allocation of capital deficit
- - - - - - - (11,088) (11,088) - (11,088)
attributed to non-controlling
interests
Dividends paid to Company
- - - - - - - (4,260) (4,260) 4,260 -
shareholders
Dividends paid to holders of non
- - - (49,657) - - - - (49,657) - (49,657)
controlling interests
Share-based payment
-
-
-
-
-
-
-
-
-
-
-
12,080
-
-
-
-
-
12,080
(2,088)
-
(2,088)
12,080
Balance as of September 30, 2020 1,509,503 3,607,405 (641,127) 1,693,124 - 14,774 107,950 (279,026) 6,012,603 (19,329) 5,993,274
Attributed to Company shareholders
Stock
Shares –
Share
premium
Buy
options
Capital reserve
due to financial
assets measured at
fair value via other
comprehensive
income:
Shares –
Treasury
Retained
Earnings
Reserve in
respect of
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
Equity
Unaudited
Thousands of NIS
Balance as of July 1, 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
Net profit
Other comprehensive income (loss)
-
-
-
-
-
-
-
-
-
-
219,824
-
-
-
-
(2,353)
-
-
219,824
(2,353)
1,524
496
221,348
(1,857)
Total comprehensive income (loss) - - - - - 219,824 - (2,353) - 217,471 2,020 219,491
Writing off treasury shares
Dividend to Company shareholders
(30,530)
-
(217,370)
-
-
-
-
-
247,900
-
-
(50,000)
-
-
-
-
-
-
-
(50,000)
-
-
-
(50,000)
Share-based payment - - - - - - 1,396 - - 1,396 - 1,396
Balance as of September 30, 2021 1,495,692 3,499,601 - - (393,227) 2,182,535 21,682 97,005 (279,026) 6,624,262 (21,350) 6,602,912
Attributed to Company shareholders
Stock
Shares –
Share
premium
Shares –
Treasury
Retained
Earnings
Reserve
from Hedge
Reserve from
Share-Based
Payment
Transactions
Unaudited
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
Equity
Thousands of NIS
Balance as of July
1, 2020
1,509,503 3,607,405 (641,127) 1,599,671 (3,784) 11,908 119,016 (279,026) 5,923,566 (20,091) 5,903,475
Net profit
Other comprehensive income
- - - 143,110 - - - - 143,110 1,236 144,346
(loss) - - - - 3,784 - (11,066) - (7,282) 332 (6,950)
Total comprehensive income
(loss)
Dividends paid to Company
- - - 143,110 3,784 - (11,066) - 135,828 1,568 137,396
shareholders - - - (49,657) - - - - (49,657) - (49,657)
Dividends paid holders of non
controlling interests
Share-based payment
-
-
-
-
-
-
-
-
-
-
-
2,866
-
-
-
-
-
2,866
(806)
-
(806)
2,866
Balance as of September 30, 2020 1,509,503 3,607,405 (641,127) 1,599,671 - 14,774 107,950 (279,026) 6,012,603 (19,329) 5,993,274
Attributed to Company shareholders
Stock
Shares –
Share
premium
Buy options Capital reserve due
to financial assets
measured at fair
value via other
comprehensive
income:
Shares –
Treasury
Retained
Earnings
Reserve in
respect of
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
Equity
Audited
Thousands of NIS
Balance as of January 1 2020 1,509,503 3,607,405 - - (641,127) 1,231,356 2,694 124,983 (263,678) 5,571,136 (14,763) 5,556,373
Net profit (loss)
Other comprehensive income (loss)
-
-
-
-
-
-
-
(11,526)
-
-
577,224
-
-
-
-
(20,040)
-
-
577,224
(31,566)
(494)
2,238
576,730
(29,328)
Total comprehensive income (loss)
Issue of call options
Issue of shares for the acquisition of
-
-
-
-
-
14,456
(11,526)
-
-
-
577,224
-
- (20,040)
-
-
-
545,658
14,456
1,744
-
547,402
14,456
investment property
Allocation of capital deficit attributed
5,795 27,526 - - - - - - - 33,321 - 33,321
to non-controlling interests
Departure from consolidation by
consolidated company
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(4,260)
(11,088)
(4,260)
(11,088)
4,260
-
-
(11,088)
Dividends paid to Company
shareholders
Dividends paid holders of non
- - - - - (90,286) - - - (90,286) - (90,286)
controlling interests
Share-based payment
-
-
-
-
-
-
-
-
-
-
-
-
-
14,428
-
-
-
-
-
14,428
(2,608)
-
(2,608)
14,428
Balance as of December 31 2020 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

Consolidated Cash Flow Reports

For the 9 Months Ending For the 3 Months Ending For the Year
Ending On
December 31
September 30
2021
2020 September 30
2021
2020 2020
Unaudited Audited
Thousands of NIS
Cash Flows from Current Activity
Net profit 614,435 505,608 221,348 144,346 576,730
Adjustments needed to reconcile net income to net cash from
current activity
Adjustments to profit or loss items:
Depreciation and amortization 3,448 4,291 1,120 1,281 5,301
Loss (profit) from short-term investments, net (3,326) 741 4,244 458 6,191
Increase in fair value of investment property and investment
property under development, net (426,810) (277,979) (158,152) (38,555) (299,389)
The Company's share of the profits of companies measured in
equity method, net (11,971) (8,883) (12,106) (3,739) (6,610)
Interest and revaluation of debentures and loans
Change in employee benefit liabilities, net
179,665
344
91,636
559
63,395
204
37,964
59
124,326
321
Interest and revaluation of deposits and debit balances 29,571 19,651 17,894 (14,986) 44,826
Capital gain, net - (3,039) - - (3,039)
Taxes on income 135,274 140,980 50,435 20,750 188,458
Loss (profit) from the impairment of inventory of land for
construction and inventory of buildings and apartments for
sale - (449) - - 553
Realization of capital reserve from translation differences to
Statement of Operations
(12,979) - - - -
Loss (profit) from the realization of investment in associate - (69,005) - 2,657 (69,005)
Loss from early redemption of debentures and loans 13,903 23,011 - 6,239 23,011
Share-based payment 5,010 12,080 1,396 2,866 14,428
(87,871) (66,406) (31,570) 14,994 29,372
Changes in asset and liability items:
Decrease (increase) in trade receivables 8,991 (19,310) (1,101) 4,868 (14,858)
Decrease (increase) in other receivables 24,809 (31,064) (8,243) 866 (22,797)
Increase (decrease) in trade liabilities 7,319 (16,557) (11,120) (18,582) (24,686)
Increase (decrease) in payables, credit balances and liabilities
due to contract (57,966) 49,896 (5,092) (13,009) 24,308
Increase (decrease) in tenant security deposits 2,286 (8,522) 848 (6,837) (5,927)
(14,561) (25,557) (24,708) (32,694) (43,960)
Cash paid and received during the reported period for:
Interest paid (98,448) (125,427) (19,780) (21,492) (186,886)
Interest received 5,989 8,611 2,174 4,501 4,540
Taxes paid (28,454) (85,630) (7,316) (9,073) (85,671)
Taxes received 11,472 15,292 83 15,241 18,260
Dividends received 7,269 56,786 437 56,786 58,443
(102,172) (130,368) (24,402) 45,963 (191,314)
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. 409,831 283,277 140,668 172,609 370,828
Decrease (increase) in inventory of apartments and houses for
sale under construction, land for sale and inventory of land for
construction. 127,785 12,824 (21,620) 3,803 36,958
Net cash deriving from current activity 537,616 296,101 119,048 176,412 407,786

Consolidated Cash Flow Reports

For the 9 Months Ending
September 30
For the 3 Months Ending For the Year
Ending On
December 31
September 30
2021 2020 2021 2020 2020
Unaudited Audited
Thousands of NIS
Cash Flows from Investment Activity
Purchases, advances on investments, and investments in
investment property (411,419) (74,197) (127,835) (12,027) (177,120)
Investment in investment property under development (96,180) (55,898) (37,539) (20,349) (74,409)
Investment in fixed assets (37,581) (13,782) (14,165) (9,407) (22,049)
Investment and loans to companies measured in equity method,
net (3,097) - (697) - -
Proceeds from the realization of short-term investments
(investment in investments), net 64,447 4,416 39,211 10,534 (121,630)
Proceeds from the realization of investment property and real
estate held for sale 153,159 330,837 43,752 40,310 431,278
Proceeds from the realization of fixed assets - 3,599 - - 3,599
Proceeds from the sale of shares and redemption of shareholder
loans of investee sold 17,969 215,017 17,969 - 215,428
Repayment of long-term loans granted, net - 2,057 - - 2,118
Repayment of long-term deposits 45,815 45,840 45,815 45,840 45,844
Proceeds received (paid) from the realization of investment in
subsidiary consolidated in the past, net (a) 55,695 (225) - - (225)
Net cash derived from (used in) investment activity (211,192) 457,664 (33,489) 54,901 302,834
Cash Flows from Financing Activity
Dividends paid to Company shareholders (150,000) (49,657) (50,000) (49,657) (90,286)
Issue of shares as a result of option exercise 78,058 - - - -
Issue of debentures - 585,126 - 302,421 585,126
Redemption of debentures (447,858) (712,022) (33,277) (35,232) (765,157)
Short-term credit from banking corporations and others, net (27,500) 15,033 (15,000) (338,981) 18,884
Receipt of loans from banks and other long-term liabilities 238,552 - 203,752 - 1,032
Repayment of loans from banks and other long-term liabilities (252,686) (436,219) (212,146) (106,670) (456,021)
Dividend paid to holders of non-controlling interests (2,081) (2,088) - - (2,608)
Net cash used in financing activities (563,515) (599,827) (106,671) (228,925) (709,030)
Increase (decrease) in cash and cash equivalents (237,091) 153,941 (21,112) 2,391 1,590
Exchange rate differences due to balances of cash and cash
equivalents (3,621) 7,088 (2,393) 6,296 3,326
Balance of cash and cash equivalents at the beginning of the
period 431,706 426,790 214,499 579,132 426,790
Cash and cash equivalents balance at end of period 190,994 587,816 190,994 587,816 431,706

Consolidated Cash Flow Reports

For the 9 Months Ending
September 30
For the 3 Months Ending
September 30
For the Year
Ending On
December 31
2021 2020 2021 2020 2020
Unaudited Audited
Thousands of NIS
(a) Proceeds from the Realization of Investments
in Subsidiaries Consolidated in the Past, Net
Assets and liabilities of subsidiaries as of the
date of sale:
Working Capital
Investment property and investment property
(3,693) 118 - - 118
under development 70,305 - - - -
Other long-term assets and fixed assets - - - - 10,745
Inventory of land - 10,745 - - -
Capital loss (278) - - - -
Non-controlling interests (10,639) (11,088) - - (11,088)
55,695 (225) - - (225)
(b) Additional information on material actions not
involving cash flows:
Classification from investment property and
balance of long-term receivables to inventory
- 337,500 - - 337,500
Purchase of investment property and
investment property under construction against
the issue of shares and put option
- - - - 46,708
Purchase of investment in financial asset
measured at fair value via other comprehensive
income against the issue of put options
- - - - 14,456

Note 1: - General

a. These Financial Statements have been prepared in a concise format as of September 30, 2021 and for the nine and three month periods ending that date (hereinafter – the Consolidated Interim Financial Statements). These Statements should be read in conjunction with of the Company's Annual Financial Statements as of December 31, 2020 and for the year ending that date and accompanying Notes (hereinafter – the Annual Consolidated Financial Statements).

b. Impact of Covid-19 Coronavirus

The third quarter of 2021 ended with signs of recovery from the crisis deriving from the spread of COVID-19 (hereinafter – the COVID-19 Pandemic), this after the Israeli Government imposed various lockdowns and restrictions over the course of 2020 and at the beginning of 2021 in accordance with the rate of infection in Israel. The last lockdown continued to February 2021, and only then was business activity allowed to gradually resume. By early June 2021 most restrictions had already been lifted from the economy and regular business activity had resumed, but in the reporting period a renewed increase in the rates of morbidity and mortality caused by the virus has taken place, and some of the restrictions have been reimposed. As of the date of the Financial Statements, in light of the high uptake rates for the third dose of the vaccine against the virus, most restrictions have been lifted, and morbidity rates have fallen significantly. Nonetheless, various countries in the world are fighting the renewed outbreak of the pandemic, and we cannot know whether another increase in morbidity will occur in Israel.

Since the start of the spread of the COVID-19 pandemic in 2020, the Company's policy has been and still is to maintain continuity of its ongoing activity in all segments, while implementing legal provisions and protecting the health of its workers, tenants and visitors to its properties. As such, the Company has continued with planning, development, marketing, rental and management activity for Company properties and purchased real estate properties in Israel and participated in tenders issued by the Israel Land Authority and local authorities.

As of the balance sheet date, the sum of amortization in rental payments derived from granting relief to Company tenants in Israel and abroad amounted to approximately 12 million NIS (without the amortization discount as a result of the provision of government assistance to these tenants), charged as a decrease in revenues over the course of the three quarters of 2021.

Company management and the Board of Directors estimate at this time that the Company's financial fortitude, as expressed, among other things, in the Company's high cash balances and unused credit framework amounting to approximately 2.2 billion NIS as of the publication of this report, cashgenerating properties in a variety of segments and broad geographical distribution in Israel, accessibility to the domestic capital market and unpledged real estate properties to the sum of some 3.4 billion NIS, will allow it to limit the potential impact of the crisis on its activity and meet its existing and expected obligations in the foreseeable future.

Note 2: – Principal Accounting Policies

a. Basis of Preparation of the Interim Consolidated Financial Statements

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

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

  • a. Initial adoption of amendments to existing financial reporting and accounting standards:
      1. Revisions to IFRS 9, IFRS 7, IFRS 16, IFRS 4 and IFRS 39 on the Reform in IBOR Interest Rates

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.

Note 2: – Principal Accounting Policies (Continued)

  1. Revision to IAS 12 Taxes on Income

In May 2021 the IASB published an amendment to International Accounting Standard 12 Taxes on Income (hereinafter: "IAS 12" or "the Standards"), which reduces the incidence of the "initial recognition exclusion" 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 (*)
Canadian Swiss
Actual Known US Dollar Euro Dollar Franc
% % % % % %
30.9.2021 (9 months) 2.5 2.2 0.4 (5.3) 0.5 (5.6)
30.9.2021 (3 months) 0.9 0.8 (1.0) (3.6) (3.6) (2.4)
30.9.2020 (9 months) (0.7) (0.6) (0.4) 3.8 (3.2) 4.2
30.9.2020 (3 months) 0.1 0.1 (0.7) 3.7 1.5 2.3
December 31, 2020 (0.7) (0.6) (7.0) 1.7 (5.0) 2.1
CPI (in points) Representative rate of exchange (in NIS)
September 30, 2021 135.96 135.69 3.229 3.736 2.5351 3.4472
September 30, 2020 132.63 132.77 3.441 4.026 2.569 3.726
December 31 2020 132.6 132.7 3.215 3.944 2.521 3.649

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

Note 3: – Concise Darban Data

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

a. Consolidated Balance Sheets

As of
September 30
As of
December 31
2021 2020 2020
Unaudited Audited
Thousands of NIS
Current Assets
Cash and cash equivalents 8,847 82,893 6,506
Investments in financial assets 90,319 32,432 23,969
Current maturities of long-term deposits - 45,181 45,181
Others 14,429 19,422 23,599
113,595 179,928 92,255
Assets held for sale - 96 -
113,595 180,024 99,255
Non-Current Assets
Investment in shares of parent company 549,647 712,645 799,508
Investments in associates measured in equity method 132,516 160,765 136,934
Investment property 986,917 968,297 975,698
Others 4,530 4,960 4,738
1,673,610 1,846,667 1,916,878
1,787,205 2,026,691 2,016,133
Current Liabilities
Accounts payable and credit balances
23,111 24,094 25,787
Current maturities of long-term loans 9,644 24,941 24,941
Current maturities of loan from parent company 37,690 95,443 65,212
Others 6,468 7,246 4,160
76,913 151,724 120,100
Non-Current Liabilities
Long-term loans from financial institutions 159,733 165,815 163,452
Loan from parent company 24,359 112,254 31,792
Other long-term liabilities 15,000 15,000 15,000
Deferred taxes 151,332 134,366 158,916
350,424 427,435 369,160
Total Equity 1,359,868 1,447,532 1,526,873
1,787,205 2,026,691 2,016,133

Notes to the Consolidated Interim Financial Statements

Note 3: – Concise Darban Data (Continued)

b. Consolidated Statements of Operations

For the 9 Months Ending For the 3 Months Ending For the
Year
Ending On
September 30
September 30
December 31
2021 2020
Unaudited
2021 2020 2020
Audited
Revenues Thousands of NIS
From building rental, management
and maintenance in Israel
52,438 55,008 17,931 18,496 72,866
From building rental, management
and maintenance abroad and others
1,915 4,914 444 1,588 6,473
Total revenues 54,353 59,922 18,375 20,084 79,339
Costs
Cost of building management and
maintenance
7,517 8,362 2,893 3,779 10,856
Gross profit 46,836 51,560 15,482 16,305 68,483
Net increase (decrease) in fair
value of investment property
Administrative and general and
sales and marketing expenses
38,901
8,401
8,040
8,262
-
2,815
(173)
2,327
12,415
13,708
Company share of losses of
investees measured in equity
method
Realization of capital reserve due
to adjustments from the translation
8,563 7,057 2,806 (506) 11,082
of financial statements for foreign
activity
Other revenues
(3,996)
-
-
65
-
-
-
2
-
66
Profits from regular activities 81,903 58,460 15,473 13,301 78,338
Financing revenues (expenses), net
Profit (loss) from the realization of
consolidated companies and an
10,818 (5,386) (2,773) 2,917 (14,843)
investee measured in equity
method
373 68,968 - (2,658) 68,315
Profit after financing
Tax expenses
93,094
14,244
122,042
25,976
12,700
1,915
13,560
1,867
131,810
21,148
Net profit 78,850 96,066 10,785 11,693 110,626
Attributed to:
Company shareholders
Non-controlling interests
78,727
123
95,960
106
10,789
(4)
11,503
190
109,553
1,073
78,850 96,066 10,785 11,693 110,626

Notes to the Consolidated Interim Financial Statements

Note 3: – Concise Darban Data (Continued)

c. Consolidated Reports on Comprehensive Income

For the 9 Months Ending
September 30
For the 3 Months Ending
September 30
For the
Year
Ending On
December 31
2021 2020 2021 2020 2020
Unaudited Audited
Net profit 78,850 90,066 10,785 11,693 110,626
Adjustments arising from the
translation of the financial
statements of foreign activity
(2,927) 1,665 (1,904) 3,063 (224)
Adjustments for the translation of
financial statements relating to
external activities that are
reflected in the profit and loss
3,996 - - - -
Profit (loss) due to investment in a
Capital Instrument measured at
fair value through Other
Comprehensive Income
Income tax on components which
40,139 (85,849) (2,945) 11,189 1,014
are not reclassified in the profit
and loss
14,758 19,744 24,666 (2,575) (236)
134,816 31,626 30,602 23,370 111,180
Attributed to:
Company shareholders 134,621 31,972 30,607 23,095 110,779
Non-controlling interests 195 (346) (5) 355 401
134,816 31,626 30,602 23,370 111,180

Notes to the Consolidated Interim Financial Statements

Note 3: – Concise Darban Data (Continued)

d. Consolidated Cash Flow Reports

For the 9 Months Ending
September 30
For the 3 Months Ending
September 30
For the Year
Ending On
December 31
2021 2020 2021 2020 2020
Unaudited Audited
Thousands of NIS
Net cash deriving from current
activity 50,360 43,689 13,969 23,347 60,947
Net cash derived from (used in)
investment activity (2,960) 257,128 47,395 45,956 255,134
Net cash used in financing
activities (44,980) (281,083) (62,159) (194,950) (371,430)
Translation differences due to cash
balances held in foreign currency (79) 1,772 (73) 2,109 468
Increase (decrease) in cash and
cash equivalents 2,341 21,506 (868) (123,538) (54,881)
Balance of cash and cash
equivalents at the beginning of the
period 6,506 61,387 9,715 206,431 61,387
Cash and cash equivalents balance
at end of period 8,847 82,893 8,847 82,893 6,506

Note 4: - Material Events During and Subsequent to the Reported Period

  • A. On January 7, 2021 the Company announced that the Local Committee had approved an excavation., paneling and foundations permit for Hasolelim Project in Tel Aviv. As a result of the state of works in February 2021, the Company classified the inventory of land attributed for apartments to a sum of 337 million NIS to current assets and the land attributed to office buildings to the sum of 326 Million NIS from investment property to investment property under development. The company is working to obtain a building permit. In May 2021 the company began marketing some of the housing units in the project.
  • B. On February 23, 2021 the Company performed, at its initiative, an early redemption of Company debentures (Series 21) to the sum of 222,344,571 NIS NV and at a total sum of 249,515,078 NIS for principal and interest. The principal sum redeemed via early redemption amounted to 222,344,571 NIS. The accrued interest sum, including the added interest for the full early redemption, for the sum of the principal, as of the early redemption date, is 27,170,507 NIS. As a result of the early redemption the Company recognized a loss in its Statement of Operations for the first quarter of 2021 to the sum of 13,903 thousand NIS. The interest rate and the added interest for the full early redemption, calculated for the uncleared balance, is 12.22%.
  • C. On March 18, 2021 the Company's Board of Directors approved a distribution of dividends payment on April 12, 2021 to the sum of 55.3 million NIS (of this a sum of 5.3 million NIS was distributed to Darban Investments Ltd, a fully owned subsidiary holding Company shares). The dividend sum per share is 0.06759 NIS.
  • D. On March 26, 2021, a fully-owned Company subsidiary holding rights to an office property in France, sold its full rights to this property to a third party, for a total of 62 million NIS (€15.75 million). As of December 31, 2020 the value of the property in the Company's books was 56.8 million NIS (€14.4 million). The company's cash flow resulting from the sale (before tax and transaction expenses) stood at NIS 62 million and the profit amounted to NIS 5.3 million.

Note 4: - Material Events During and Subsequent to the Reported Period (Continued)

  • E. On April 17, 2021 the sale of companies in Serbia was completed and the full proceeds were received by the seller, a company fully owned by the Company. The free cash flow created for the Company from the sale (before tax and before transaction expenses) was 42 million NIS (€10.8 million).
  • F. On April 21, 2021 the Company announced that it had allocated to three recipients form the Phoenix Group 10,869,484 Company shares as a result of the exercise of a Call option for the purchase of Company shares granted them, in return for the receipt of an exercise price of 78 million NIS.
  • G. On May 11, 2021 the Company entered into a framework agreement with three corporations of the Aura Group (hereinafter – the Sellers) to purchase rights to 290 housing units and 4,000 m² of office space located in a number of locations in central Israel in return for a total of 590 million NIS plus VAT (and linkage difference to the Construction Inputs Index), which will be paid according to milestones, which primarily are: 20% to the date the vouchers are produced and 80% near the delivery of the property. For each such payment, the relevant seller shall provide the Company with Sales Law guarantees. Within the framework of the said framework agreement the company also entered into an agreement for the purchase of rights in student dormitories in Kiryat Ono for the amount of NIS 57 million and this transaction was completed on the October 31, 2021. In addition, the Company received a one-time option to purchase residential apartments at a 5% discount on the price of assessments at the advance sales stage relative to housing units in 17 future projects of the sellers in central Israel, subject to the terms set. The Company shall be entitled to trade this option to a corporation in which it holds at least 50% of the issued and paid-up capital over the course of the exercise period. It was also established that in the event that the Company issues a residential REIT during the period set the sellers shall be entitled to purchase up to 15% of the shares of this principle at a discount of 7.5% on the issue price, subject to the terms set. As of September 30, 2021 the Company has made advance payments to the sum of 220 million NIS.
  • H. Following that stated in Note 6b to the December 31, 2020 Consolidated Financial Statements on the Company's purchase of 11,814,657 shares of Sela Capital Real Estate Ltd. (hereinafter – Sela) from two corporations in the Phoenix Group in return for a total of 83.7 million NIS, on May 20 2021 the Company sold 11,728,407 shares to a third party in an off-stock market transaction at a price of 8.98 NIS per share and for a total compensation of 105.3 million NIS. After the sale, the Company ceased being a controlling shareholder in Sela. On May 23, 2021, the Company sold the balance of its holdings in Sela shares. The total increase in capital created for the Company from its investment in Sela shares (including dividends) and before tax amounted to a total of 26 million NIS.
  • I. On May 25, 2021 the Company's Board of Directors approved a distribution of dividends, payment on June 15, 2021, to the sum of 55.3 million NIS (of this a sum of 5.3 million NIS would be distributed to Darban Investments Ltd, a fully owned subsidiary holding Company shares). The dividend sum per share is 0.06661 NIS.
  • J. On May 27, 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 guaranteed by Darban shares (Series 24) 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, all with a stable outlook.

Note 4: - Material Events During and Subsequent to the Reported Period (Continued)

  • K. On the 9 August, 2021 Darban distributed a dividend in kind of 30,529,529 company shares at par value held by the company at a value of NIS 290 million, based on the value of the shares at the distribution date. After the distribution, the number of dormant shares for voting purposes, held by Darban, was 48,426,945 par value shares and the number of dormant shares held by the company was 30,529,529 par value shares. On the 12 August, 2021 the company deleted the above mentioned held dormant shares.
  • L. On August 12, 2021 the Company's Board of Directors approved a distribution of dividends payment on August 31, 2021 to the sum of 55.2 million NIS (of this a sum of 3.2 million NIS was distributed to Darban Investments Ltd, a fully owned subsidiary holding Company shares). The dividend sum per share is 0.06661 NIS.
  • M. On the 23, August,2021 the company received notification that together with two other partners it was awarded ,in equal parts, the capitalized lease rights (without a development agreement) for 98 years (with an extension option) to a lot known as "lot 110" as part of a tender published by the Israel Land Authority and which is located in the "Sde Dov" complex in Tel Aviv (hereinafter "the plot" or "the tender" as appropriate) The plot is an area of 4.7 dunam and on which 230 housing units and 1,300 square meters of commercial space can be built. The company made an offer for the plot together with its partners for an amount of approximately NIS 633.8 million plus VAT and development expenses (plus VAT) of NIS 25.8 million. As at the 30 September ,2021 the company paid NIS 7.8 million. The investment is included in the long term inventory of Land for Construction. On the 17 November,2021 the balance of the consideration for the plot of land was transferred to the Israel Land Authorities. For the purposes of the transfer, a loan was taken out in equal parts with the partners from a banking corporation, for an amount of approximately NIS 640 million, at prime interest. Against the loan a Lien was registered in favour of the banking corporation for the full rights of the partnership in the plot.
  • N. On the 14 September, 2021 an agreement was reached with Mizrahi Tefahot Bank Ltd (hereinafterthe bank) for the rights of the bank and its related corporations (hereinafter together the sellers) for 23 real estate properties designated for office, commerce and residential purposes. The consideration for the acquisition of rights of the assets amounts to NIS 530 million plus VAT (hereinafter - the consideration). The consideration will be paid by the company according to the following payment terms: 10% of the consideration at the date of the signing of the sales agreement between the company and the sellers and 90% close to taking possession of the assets as were determined in January 2022. Real estate assets will be leased to the sellers or a related company for varying periods of up to 23 years and upon the signing of the individual sales agreements the lease agreements will be signed between the parties. The total annual rental of the real estate assets that will be leased as stated above are expected to amount to NIS 25 million. The parties are working to sign the sales and rental agreements relating to the assets.
  • O. On the 27 October, 2021 an agreement was reached between ICR Israel Canada REM Holding Ltd (hereinafter - ICR) and Rotem Shani Initiation & Investments Ltd (hereinafter Rotem Shani) regarding the sale of all holdings of ICR (50%) of the issued and paid-up shares of Kiryat Shechakim Ltd to Rotem Shani or someone on her behalf, for the sum of NIS 80 million (hereinafter - purchase amount) as well as additional consideration for the conversion of shareholders' loan that ICR provided to Kiryat Shechakim for the sum of NIS 4.3 million. Prior to the conclusion of the said agreement, the company entered into an agreement with Rotem Shani according to which the company and Rotem Shani will cooperate for the purposes of the possibility of purchasing the full holdings of ICR in Kiryat Shechakim Trust by Rotem Shani for the company (hereinafter-purchase of shares), such that the company will pay the required amounts for the purchase of the shares that were purchased and Rotem Shani will cooperate with transferring the purchased shares directly to the company( hereinafter- cooperation agreement). In the light of the results of the separation process of ICR and Rotem Shani and in accordance with

the cooperation agreement, the company will bear the full amount of the purchase and conversion of the above mentioned shareholders loan.

Note 4: - Material Events During and Subsequent to the Reported Period (Continued)

At the same time that Rotem Shani Trust will purchase the purchased shares for the company, the shareholders agreement between the company and Rotem Shani will come into effect and the agreement which relates to Kiryat Shechakim includes certain provisions that, in certain circumstances ,the company will have an option to purchase from Rotem Shani and in similar circumstances Rotem Shani will have an option to sell to the company 69% of Rotem Shani holdings in Kiryat Shechakim for the amount of NIS 44 million plus amounts that may arise from further adjustment mechanisms.

  • P. On the 1 November, 2021 the company issued NIS 1,026,666,000 par value bonds (series 25) for the amount of NIS 1,041 million. The net effective interest rate, as embodied in the bonds, is 0.3%. The Bond (Series 25) carries an annual interest rate of 0.35%, and is paid twice a year, on March 31 and September 30 for each of the years 2022 to 2033. The Bond (Series 25) is linked (capital and interest) to the Consumer Price Index and is not secured by any collateral. The Bond Fund (Series 25) is repayable in nine unequal annual payments and will be paid on the September 30, 2023, 2025 and 2027 to 2033. The average bond duration for the Series is 8.5 years. The issuance expenses totaled approzimately 10.5 million NIS. Until after the redemption of the securities (Series 25) the Company has committed itself to upholding each of the below financial standards:
      1. Equity less minority rights shall be no less than 2.5 billion NIS.
      1. The net financial debt to balance sheet ratio, as defined in the deed of trust, shall not exceed 75% for two consecutive quarters.
      1. The net financial debt to gross profit ratio, as defined in the deed of trust, shall not exceed 16 for two consecutive quarters.
      1. The net financial debt to balance sheet ratio shall be no less than 20% for two consecutive quarters.
  • Q. On November 23, 2021 the Company's Board of Directors approved a distribution of dividends, payment of which will be occurred on December 14, 2021 to the sum of approximately 58.5 million NIS (of this a sum of approximately 3.5 million NIS will be distributed to Darban Investments Ltd., a fully owned subsidiary holding Company shares). The dividend sum per share is 0.07327 NIS.

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