Related Party Transaction • Oct 22, 2025
Related Party Transaction
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| DANYA CEBUS LTD. |
|---|
| Registration Number: 512569237 |
| To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T121 (Public) www.isa.gov.il Transmitted via MAGNA: 22/10/2025 Israel Securities Authority Website: Tel Aviv Stock Exchange Website: www.tase.co.il Reference: 2025-01-078950 |
| Immediate Report for General Material Information |
| specific Explanation: Do not use this form when there is a form tailored for the reported event. |
| This reporting form is intended for material reports for which there is no suitable dedicated form. |
| Results of an issuance should be reported in T20 and not in this form. |
| Reporting on bond ratings or corporate ratings should be submitted via form T125. |
| Nature of the Event: |
| Target Price Tender, Shchakim Neighborhood, Yehud-Monosson |
| Previous report reference numbers on the subject: , , |
According to Regulation 37A(5) of the Securities Regulations (Periodic and Immediate Reports), 1970, and Regulation 1(4) of the Companies Regulations (Reliefs in Transactions with Interested Parties), 2000, the company is honored to announce that on October 19, 2025, the company's board of directors (after receiving the approval of the audit committee, and subject to the completion of the required preparations and agreements) approved the company's engagement with Africa Israel Residences Ltd. Limited Partnership, which is 80% owned by Africa Israel Residences Ltd. (hereinafter respectively: "Africa Israel Residences Ltd." and "the Partnership") in a cooperation agreement for the purpose of submitting a joint bid in the Target Price Tender for the Shchakim Neighborhood, Yehud-Monosson, published by the Israel Land Authority ("the Cooperation Agreement" and "the Tender" or "the Project"). The joint bid in the tender was submitted on October 22, 2025. According to the tender details, in the area subject to the project, it is possible to build 241 residential units and about 572 square meters of buildings and public institutions. Subject to winning the tender, the parties will act to promote and manage the project according to approved joint principles, as detailed below.
The Bidder: For the purpose of participating in the tender, the parties established a joint venture, with the division of rights and obligations in the venture being 40% by the company and 60% by the partnership (according to the tender documents) ("the Joint Venture" or "the Bidder").
During the tender phase, the parties committed to act exclusively through the Bidder and not to participate, directly or indirectly, in any proposal other than the joint proposal for the tender.
Decision Making: The parties will jointly submit the tender through a steering committee with 2 representatives from each party, responsible for managing participation in the tender, including preparing tender documents and engaging consultants and planners. Steering committee decisions will be made unanimously by representatives of both parties. Any dispute in the steering committee will be resolved by the parties' representatives, and if they cannot reach an agreement, the matter will be referred to the CEOs of the parties, who will make a unanimous decision.
Services: Each party will provide the joint venture with services as follows:
For the services provided by the company, the company will be entitled to a management fee of 0.7% of project sales proceeds.
Expense Bearing: Each party will be responsible for providing its share of the guarantees required for submitting the tender bid and for all external costs and expenses related to preparing and submitting the tender bid, according to its share in the joint venture, as per a budget approved in advance by the parties. Subject to the Bidder winning the tender, each party will bear its direct expenses arising from the division of responsibilities as agreed, but expenses to third parties related to the above will be borne by the parties according to their holding percentage in the joint venture. A party that does not provide its full share of the required project financing will have its holdings diluted proportionally, based on an external valuation.
Breach: In the event a party commits a breach, the other party, subject to the client's approval, may notify the breaching party of the cancellation of this agreement and the termination of the breaching party's participation in the venture, the bid, and the steering committee.
Assignment of Rights: If the client disqualifies one of the parties from participating in the tender, the rights will be immediately assigned, without consideration, to the other party. Any other transfer, including pledging any party's rights in the joint venture, directly or indirectly, is subject to the prior written approval of the other party.
Simultaneously with the approval of the joint venture agreement, the audit committee and the board of directors of the company approved, as a non-extraordinary transaction, the granting of an option to the joint venture to perform the contracting works in the project for a total and final lump sum, which is not material to the company. Exercise of the option by the joint venture is subject, among other things, to obtaining the required approvals from the competent organs of Africa Israel Residences Ltd. as required by law.
A. As part of its activity in the field of development, the company customarily enters into collaborations with third parties to establish joint ventures for the development and construction of projects. B. Entering into the memorandum of understanding together with the partnership will allow the company to benefit from the experience and expertise of Africa Israel Residences Ltd. in the field of residential project development, while sharing project risks and reducing the company's entrepreneurial risk in the project. C. According to the terms of the engagement, the parties will act as equal rights and obligations parties in the Bidder, considering their share of rights, and will bear obligations and rights proportionally to their holdings. The terms of engagement, including the management provisions of the steering committee, decision-making process, cost bearing, etc., were determined in negotiations with the partnership and are identical for the company and the partnership, considering their relative holdings in the Bidder. D. The joint engagement with the partnership, as detailed above, held by Africa Israel Residences Ltd., is made in accordance with the company's commitments in the activity demarcation arrangement entered into with Africa Israel Residences Ltd., under which the company, as a rule, undertook not to engage in entrepreneurial activity in the residential real estate field except together with Africa Israel Residences Ltd. or subject to its approval. E. In light of the above, and considering the terms of engagement, the transaction is for the benefit of the company.
In light of all the above, the audit committee and the board of directors of the company approved that the engagement in the cooperation agreement is in accordance with Regulation 1(4) of the Companies Regulations (Reliefs in Transactions with Interested Parties), 2000.
Forward-Looking Information Warning: As of the date of the report, the company has no certainty whether the Bidder's proposal for the tender will win, and there is no certainty for this, and therefore, the above constitutes forward-looking information as defined in the Securities Law, 1968, the realization of which is uncertain and not under the company's control.
| file: Attached |
|---|
| defined The company is not a shell company as in the stock exchange regulations. |
| first The date the corporation became aware of the event: 22/10/2025 at 10:00 |
| # | Name | Position |
|---|---|---|
| 1 | Ronen Ginzburg |
CEO |
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the authority's website: Click here.
Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange.
Form structure update date: 06/08/2024
Short name: DANYA CEBUS
Address: Yoni Netanyahu 1, Or Yehuda 6025603 Phone: 03-5383838, Fax: 03-6340340
Email: [email protected] | Company website: www.danya-cebus.co.il
Previous names of the reporting entity:
Electronic reporter name: Shay Maya Position: Company Secretary
Employer company name:
Address: Yoni Netanyahu 1G, Or Yehuda 6025603 Phone: 03-5383838, Fax: 03-6340340
Email: [email protected]
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