This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Draft Only
AURA INVESTMENTS LTD.
("the Company")
October 16, 2025
To:
Israel Securities Authority Via MAGNA
TEL AVIV STOCK EXCHANGE LTD
www.tase.co.il www.isa.gov.il
Dear Sir/Madam,
Re: Immediate Report Regarding Private Placement of Bonds (Series 19)
-
- General The Offered Bonds and Their Terms
- 1.1 The Company is honored to announce that on October 16, 2025, the Company's Board of Directors approved entering into an agreement with classified investors, as defined in the Securities Regulations (Manner of Offering Securities to the Public), 2007 (hereinafter: "the Board Approval Date" and "the Offerees", respectively)¹⁰¹, for a private placement of NIS 100,000,000 par value Bonds (Series 19) of the Company (hereinafter: "the Bond Series"), at a price of NIS 1.048 for each NIS 1 par value of Bonds (Series 19).
- 1.2 After completion of the aforementioned private allocation, the total outstanding amount of the Bond Series will be NIS 250,000,000 par value.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
- 1.3 The bonds to be allocated under the private allocation subject of this report will be allocated to the Offerees by way of expanding the Bonds (Series 19) (a traded series) which was first listed for trading on the TEL AVIV STOCK EXCHANGE LTD (hereinafter: "the Stock Exchange") according to a shelf offering report dated June 10, 2025 (reference number: 2025-01-041666), which is incorporated herein by reference, and pursuant to a deed of trust for the bonds signed on June 10, 2025 and attached as Appendix A to the aforementioned shelf offering report. The Bonds (Series 19) in circulation were initially issued without discount.
- 1.4 The terms of the Bonds (Series 19) to be allocated under the private allocation subject of this report will be identical in all respects to the terms of the Bonds (Series 19) as described in the aforementioned shelf offering report in section 1.3 above, and from the date of their listing for trading, they will constitute a single series in all respects together with the bonds in circulation previously issued by the Company. The Bonds (Series 19) issued under the private placement subject of this report will be entitled to interest payments starting from the first interest payment date, which will occur on February 28, 2026. In addition, since no principal payments have yet been made on the Bonds (Series 19), holders of Bonds (Series 19) issued under the shelf offering report will be entitled to all principal payments on the Bonds (Series 19) starting from the first principal payment on August 30, 2029.
- 1.5 The adjusted value of the Bonds (Series 19) as of the last trading day prior to the Board Approval Date, i.e., October 15, 2025, is NIS 101.97 for each NIS 1 par value Bond (Series 19), and therefore the bonds to be allocated under the private allocation subject of this report are offered at a price higher than their adjusted value, i.e., they are not issued at a discount.
- 1.6 The Bonds (Series 19) are rated A2.il with a stable outlook by Midroog Ltd. (hereinafter: "Midroog"). On October 16, 2025, Midroog announced an A2.il rating for Bonds (Series 19) to be issued by the Company in an amount of up to NIS 100 million par value by way of expanding the Bonds (Series 19) described in this report²⁰².
- 1.7 Subject to obtaining all required approvals, for the purpose of the private allocation subject of this report, the Company meets the conditions and financial covenants detailed in the deed of trust mentioned in section 1.3 above.
- 1.8 The allocation of the bonds subject of this allocation report is subject to the approval of the Stock Exchange for their listing for trading. Subject to obtaining such approval, the bonds offered under this report will be registered in the name of the registration company of the TEL AVIV STOCK EXCHANGE LTD or another registration company that may replace it, through which all the Company's securities will be held, and will be listed for trading on the Stock Exchange.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
2 Consideration for the Offered Securities
The offered securities will be allocated to the Offerees in consideration for a total gross amount of approximately NIS 104,800 thousand.
- 3 Restrictions and/or Limitations on Transactions in the Offered Securities
- 3.1 The allocation of the offered securities is subject to the approval of the Stock Exchange for listing for trading.
- 3.2 In accordance with the provisions of the Securities Law and the Securities Regulations (Details for Sections 15A to 15C of the Law), 2000 (hereinafter: "the Details Regulations"), the Offerees will be subject to restrictions on the resale of the offered securities, in accordance with the provisions of Section 15C of the Securities Law and the Details Regulations, as may be amended from time to time.
Respectfully,
AURA INVESTMENTS LTD.
By: Ariel Pashin – Chief Financial Officer
FOOTNOTE:
¹⁰¹ To the best of the Company's knowledge, the Offerees are not related to the Company and/or its controlling shareholder.
²⁰² Reference number: 2025-15-076196.