Share Issue/Capital Change • Oct 15, 2025
Share Issue/Capital Change
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("the Company")
To:
Israel Securities Authority www.isa.gov.il Tel Aviv Stock Exchange Ltd. www.tase.co.il
October 15, 2025
Dear Sir/Madam,
The Company is honored to hereby notify, in accordance with the Securities Regulations (Private Offering of Securities in a Listed Company), 2000 (the "Regulations"), of the decision of the Company's Board of Directors on October 15, 2025, to allocate to the classified investors listed below (the "Offerees") 305,537 ordinary shares of the Company, each with a par value of NIS 0.01 (the "Offered Shares" or the "Offered Securities") in consideration for NIS 164 per share and a total consideration of NIS 50,108,068, all as detailed in this report below.
Subject to receiving the approvals detailed in Section 7 below, after the execution of the private allocation, the offered shares will constitute approximately 1.43% of the Company's equity and voting rights and approximately 1.42% of the Company's equity and voting rights on a fully diluted basis.
According to the regulations and guidelines of the Tel Aviv Stock Exchange Ltd. (the "TASE"), the offered shares will be registered in the name of Mizrahi Tefahot Registration Company Ltd. or another registration company that will replace it, through which all the Company's securities will be held.
Below are details regarding the allocation of the offered securities (the "Allocation"), in accordance with the Regulations:
The offerees are third parties, not related to the Company and/or its controlling shareholders, who to the best of the Company's knowledge are investors listed in the First Addendum to the Securities Law, 1968 (the "Securities Law"). To the best of the Company's knowledge, none of the offerees is an interested party as defined in Section 270(5) of the Companies Law, 1999, and will not become an interested party after the completion of the allocation, except for MENORA MIVTACHIM HOLDINGS LTD [¹⁰¹], which as of the date of publication of this allocation report is an interested party and will hold after the private allocation approximately 6.25% of the Company's equity and voting rights and approximately 6.19% of the Company's equity and voting rights on a fully diluted basis.
Below are the names of the offerees and the number of ordinary shares allocated to them:
| Offeree Name |
Number of Ordinary Shares Allocated Offeree to |
||
|---|---|---|---|
| MENORA MIVTACHIM HOLDINGS LTD - Tradable Shares ETF in Israel |
112,976 | ||
| IBI Investment House Ltd. |
10,000 | ||
| IBI Mutual Funds Ltd. |
182,561 |
| Offeree Name |
Number of Ordinary Shares Allocated to Offeree |
|||
|---|---|---|---|---|
| 305,537 |
And the number and rate of holdings, to the best of the Company's knowledge, of interested parties and the public in the Company's shares:
| Name | Before the Allocation | After the Allocation Subject of this Report |
|||||
|---|---|---|---|---|---|---|---|
| Shares | Shares | ||||||
| Amount | Number of Warrants (not listed for trading) |
% Holding in Equity and Voting |
Amount | Number of Warrants (not listed for trading) |
% Holding in Equity and Voting |
||
| Controlling Shareholders of the Company: | |||||||
| Arnon and Edna Prashkovsky |
3,943,697 | - | 18.79% | 3,943,697 | - | 18.52% | 18.35% |
| Yosef Prashkovsky |
3,233,715 | - | 15.41% | 3,233,715 | - | 15.18% | 15.04% |
| Sharon Prashkovsky |
3,232,208 | - | 15.40% | 3,232,208 | - | 15.18% | 15.04% |
| Maya and Haim Kardi |
3,232,206 | - | 15.40% | 3,232,206 | - | 15.18% | 15.04% |
| Interested parties who are offerees in the allocation, office holders who are not | controlling shareholders, and the public: | ||||||
| MENORA MIVTACHIM HOLDINGS LTD (offeree in the allocation) |
1,217,731 | - | 5.80% | 1,330,707 | - | 6.25% | 6.19% |
| Moti Nachmias – Deputy CEO and Chief Financial Officer |
26,938 | 100,000 | 0.13% | 26,938 | 100,000 | 0.13% | 0.59% |
| Bleichman Tamir - Co-CEO of the subsidiary Ashi Prashkovsky. |
4,192 | 100,000 | 0.02% | 4,192 | 100,000 | 0.02% | 0.48% |
| PRASHKOVSKY INVESTMENTS AND CONSTRUCTION LTD (Dormant Shares) |
1,639,844 | - | 0% | 1,639,844 | - | 0% | 0% |
|---|---|---|---|---|---|---|---|
| Other public shareholders (including IBI Investment House Ltd. and IBI Mutual Funds Ltd. who are offerees in the allocation and are not interested parties as of the publication date of this allocation report) |
6,099,593 | - | 29.06% | 6,292,154 | - | 29.55% | 29.27% |
| Total | 22,630,124 | 200,000 | 100% | 22,935,661 | 200,000 | 100% | 100% |
The Company's share price on the stock exchange at the end of the trading day on October 12, 2025, the trading day preceding the publication date of this immediate report, was NIS 168.3 (the "Stock Exchange Price").
The share price in the allocation is NIS 164 per share as detailed above, which is approximately 2.55% lower than the Stock Exchange Price.
The allocation price was determined through negotiations between the parties, inter alia, based on the share price on the last trading day before the Board of Directors' decision to approve the allocation and taking into account a discount on the share price as mentioned due to restrictions on resale as detailed in Section 9 below.
To the best of the Company's knowledge, none of the material shareholders or senior office holders in the Company has a personal interest in the consideration for the allocation subject of this immediate report.
To the best of the Company's knowledge and based on written confirmation received from the offerees, there are no agreements, whether written or oral, between any of the offerees and any shareholder of the Company or between any of the offerees and others, regarding the purchase or sale of the Company's securities or regarding voting rights therein.
The offered shares will be subject to restrictions on resale on the stock exchange according to the provisions of Section 15C of the Securities Law and the Securities Regulations (Details Regarding Sections 15A and 15C of the Law), 2000 (Regulation 5 of the said regulations), as follows:
Issued and Paid-Up Share Capital - excluding shares resulting from the exercise or conversion of convertible securities allocated up to the offer date and not yet exercised or converted.
The provisions of Section 9 above shall also apply to locked-up shares purchased during the Absolute Lock-Up Period or the Drip Period as mentioned, not according to a prospectus and not during trading on the stock exchange.
The date of allocation of the offered securities to the offerees according to the allocation subject of this report will be shortly after the approval of the TASE for their listing for trading on the stock exchange.
Sincerely,
PRASHKOVSKY INVESTMENTS AND CONSTRUCTION LTD
The report was signed by Mr. Moti Nachmias, Deputy CEO and Chief Financial Officer.
¹⁰¹ To the best of the Company's knowledge, MENORA MIVTACHIM HOLDINGS LTD (hereinafter: "Menora Holdings") is a public company, whose shares are traded on the Tel Aviv Stock Exchange Ltd. The main shareholders of Menora Holdings are Palmas Establishment and Neydan Establishment (foreign corporations) who together hold in trust approximately 62.76% (taking into account the number of dormant shares) of Menora Holdings' shares for Ms. Tali Gripel and Ms. Niva Gurevich, respectively. The foreign corporations have granted Ms. Tali Gripel and Ms. Niva Gurevich powers of attorney to vote on behalf of each of them (respectively) at general meetings of Menora Holdings, and accordingly, Ms. Tali Gripel and Ms. Niva Gurevich are considered the controlling shareholders of Menora Holdings.
³⁰² The data in the table regarding the rates of holding in equity and voting are net of 1,639,844 dormant shares held by the Company.
³⁰³ For details regarding the controlling shareholders of the Company, see Regulation 21A in Chapter D (Additional Details about the Corporation) included in the periodic report for 2024 published on March 13, 2025 (Reference No.: 2025-01-016895).
³⁰⁴ For details, to the best of the Company's knowledge, regarding the distribution of holdings among several holders in the institutional reporting group of MENORA MIVTACHIM HOLDINGS LTD as of July 22, 2025, see the immediate report published by the Company on July 23, 2025 (Reference No.: 2025-01-054740).
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