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AFI Properties Ltd. — Capital/Financing Update 2026
Jun 1, 2026
6624_rns_2026-06-01_694c0abc-608a-452c-9a1b-3cf755c5ed17.pdf
Capital/Financing Update
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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.
AFI Properties Ltd
AFI PROPERTIES LTD
Registration number: 510560188
To: Israel Securities Authority
www.isa.gov.il
To: Tel Aviv Stock Exchange Ltd
www.tase.co.il
T128 (Public)
Filed via MAGNA: 01/06/2026
Reference: 2026-01-051661
Publication of deed of trust
Regulation 31d1(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970
Explanation: In accordance with Legal Position 103-41 Click here.
☐ New deed
☐ Amendment of deed
Attached is the deed of trust Shter Neemanut Series Yah isa.pdf
Reference number of the report on offering results (T020) 2026-01-050812
Explanation: The reference number of the report on the results of the offering of the BONDS that are the subject of this report must be entered.
Date of series issuance: 31/05/2026
Name of the series: AFI Properties BONDS 18H
Security number: 1241967
Repayment dates (principal and interest):
| Payment date | Principal % | Coupon (interest) % | |
|---|---|---|---|
| 1 | 30/11/2026 | 0 | 2.24 |
| 2 | 30/05/2027 | 0 | 2.24 |
| 3 | 30/11/2027 | 0 | 2.24 |
| 4 | 30/05/2028 | 0 | 2.24 |
| 5 | 30/11/2028 | 0 | 2.24 |
| 6 | 30/05/2029 | 0 | 2.24 |
| 7 | 30/11/2029 | 0 | 2.24 |
| 8 | 30/05/2030 | 0 | 2.24 |
| 9 | 30/11/2030 | 15 | 2.24 |
| 10 | 30/05/2031 | 0 | 2.24 |
| 11 | 30/11/2031 | 15 | 2.24 |
| 12 | 30/05/2032 | 0 | 2.24 |
| 13 | 30/11/2032 | 20 | 2.24 |
| 14 | 30/05/2033 | 0 | 2.24 |
| 15 | 30/11/2033 | 20 | 2.24 |
| 16 | 30/05/2034 | 0 | 2.24 |
| 17 | 30/11/2034 | 20 | 2.24 |
Nature of the change: ____
Was it done within a court arrangement: ____
- Contractual covenants and securities:
☐ Exists
☐ Does not exist
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.
| Exists / Does not exist | Section number in the deed | Does the breach constitute grounds for immediate repayment | Remarks | |
|---|---|---|---|---|
| The debentures are secured by securities or other fixed charges | No | |||
| [The description should refer to the type of collateralized asset (for example: shares in a company, surplus account, specific asset, etc.), as well as to the rank of the charge] | ||||
| The debentures are secured by a floating and/or fixed charge | No | |||
| Negative pledge (commitment not to create charges) | Yes | 8.2 | Yes | Constitutes grounds for immediate repayment as detailed in section 11.1.26 of the deed of trust. |
| Commitment to comply with financial covenants | Yes | 8.1.1 | Yes | Constitutes grounds for immediate repayment as detailed in section 11.1.18 of the deed of trust. |
| Explanation: See details below in section 3 | ||||
| Commitment to rating of the BONDS at the time of issuance; maintaining the rating throughout the life of the debenture | Yes | 9 | Yes | Constitutes grounds for immediate repayment as detailed in section 11.1.7 of the deed of trust. |
| Commitment to dual rating of the debentures | No | |||
| Commitment not to replace the rating company for the entire life of the debenture | No | |||
| Restrictions on creation of additional financial debt | No | |||
| Restriction on distribution of dividends | Yes | 8.1.1(d). | Yes | Constitutes grounds for immediate repayment as detailed in section 11.1.19 of the deed of trust. |
| Restrictions on transactions with the company's controlling shareholders | No | |||
| Restrictions on change of control | Yes | 11.1.8 | Yes | If BIG Shopping Centers Ltd will no longer be the controlling shareholder of the company (as this term is defined in the Securities Law, not including holding together with others), directly or indirectly. |
| Mechanism for interest adjustment in certain cases | Yes | 3.6 and 3.7 of the appendix of the economic terms of the BONDS | No | |
| Additional covenants | Section number in the deed | Concise description | Does the breach constitute grounds for immediate repayment | Remarks |
| --- | --- | --- | --- | --- |
| Explanation: Each shall be detailed separately |
- Grounds for immediate repayment:
©
Exists
©
Does not exist
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.
| The ground | Exists / Does not exist | Section number in the deed | Remarks |
|---|---|---|---|
| A material deterioration has occurred in the business of the issuer/held companies, and there is concern that the issuer will not be able to repay the debentures on time | Yes | 11.1.20 | |
| Inclusion of a "going concern" note in the opinion/review report of the independent accountant, attached to the company's financial statements | Yes | 11.1.28 | |
| The debentures were not repaid on time | Yes | 11.1.21 | |
| Issuer's debt was declared due and payable immediately | Yes | 11.1.9 | (a) If another series of BONDS issued by the company has been declared immediately due and payable; or (b) if the company's debt in an amount exceeding 10% of the company's equity (according to its latest financial statements) or if cumulative debts of the company in an amount exceeding NIS 500 million have been declared (or have been, as the case may be) immediately due and payable (not at the company's initiative), provided that a demand as stated in section (b) above shall not be cancelled or that the company did not repay the said debt(s) within 10 business days from the date of being declared immediately due and payable |
| Explanation: The remarks must specify whether the ground relates to all the issuer's debt or only to its material debt. | |||
| Cross Default/Cross Acceleration: (cross default, in the event of non-payment of other debts or declaration of immediate repayment) | No | ||
| Downgrading of the BONDS rating below the minimum rating set | Yes | 11.1.27 | The rating of the BONDS (Series 18) falls below rating -BBB (or below an equivalent rating). |
| The issuer has ceased or has announced the cessation of its payments | Yes | 11.1.5 | |
| Realization of a charge on a material asset or sale of a basic asset | Yes | 11.1.2, 11.1.3, 11.1.4 | |
| Failure to publish financial statements at the relevant date | Yes | 11.1.22 | |
| Fundamental breach of BONDS terms | Yes | 11.1.17 | |
| Breach of material commitments or performance of an act that may materially impair the rights of the holders | Yes | 11.1.17 | |
| Breach of a commitment concerning structural changes, mergers and acquisitions, without the approval of the BONDS holders | Yes | 11.1.13 | |
| Sale of most of the issuer's assets | Yes | 11.1.11 | |
| A change has been made in the issuer's main field of activity | Yes | 11.1.11 | |
| Issuance of a final liquidation order / issuance of a temporary liquidation order that was not cancelled within period X | Yes | 11.1.1, 11.1.16 | |
| Imposition of attachment on issuer's assets or execution proceedings | Yes | 11.1.2 |
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.
| Appointment of a permanent or temporary receiver (provided that the appointment is not cancelled within a reasonable period) | Yes | 11.1.3 | |
|---|---|---|---|
| The issuer has announced its intention to cease continuing its business and/or to manage its business | Yes | 11.1.6 | |
| The company ceased to be a reporting corporation under the Securities Law | Yes | 11.1.15 | |
| Deletion from the Companies Register, except for a merger | No | ||
| Application/granting of a stay of proceedings order | Yes | 11.1.10 | |
| An application was filed for an order to open proceedings under the Insolvency and Economic Rehabilitation Law, 5778-2018 | Yes | 11.1.1, 11.1.10 | |
| An application was filed for approval of a debt arrangement not within the framework of an order to open proceedings under the Insolvency and Economic Rehabilitation Law, 5778-2018 | Yes | 11.1.3 | |
| The stock exchange suspended/deleted trading in the BONDS | Yes | 11.1.23, 11.1.14 | |
| Breach of restrictions on raising additional debt, including series expansion | Yes | 11.1.25 | |
| Failure to comply with the commitment to the mechanism for adjustment of the interest rate, as a result of failure to remove a floating charge | No | ||
| Taking financial debt or credit contrary to the commitment not to create a floating charge | No | ||
| Breach of commitment to deposit expense cushion and interest cushion funds or to deposit funds in a special expenses deposit | No | ||
| Issuance of a temporary trustee order or appointment of a temporary trustee | Yes | 11.1.1, 11.1.4 | |
| Additional grounds | Section number in the deed | Remarks | |
| --- | --- | --- | --- |
| Explanation: Each shall be detailed separately | |||
| Change of control | 11.1.8 | ||
| Failure to comply with the financial covenants set out in section 8.1.1 of the deed of trust for two consecutive quarters. | 11.1.18 | ||
| Making a distribution contrary to the distribution restriction as detailed in section 8.1.1(d). of the deed of trust | 11.1.19 | ||
| Liquidation or deletion for any reason whatsoever | 11.1.11 | ||
| Cessation of rating of the BONDS for a period exceeding 60 days. | 11.1.7 | ||
| Breach of the commitment not to create a floating charge in accordance with section 8.2 of the deed of trust | 11.1.26 |
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.
3. Requirements to comply with financial covenants:
Explanation: The corporation must specify in the table only the covenants set in the deed of trust. See examples of details in Appendix A to Legal Position 103-41 Click here.
| The covenant | Details of the covenant / required ratio |
|---|---|
| Explanation: Each shall be detailed separately | |
| Equity to balance sheet ratio | The (consolidated) equity to balance sheet ratio shall not be less than 22% |
| Gross financial debt to CAP ratio (financial debt plus equity) | The ratio between the (consolidated) debt and the total (consolidated) equity and debt (CAP) shall not exceed 75%. "The (consolidated) debt" and "the total equity and debt (cap) (consolidated)" – as defined in section 8.1.1 of the deed of trust. |
The trustee for the BONDS: Strauss, Lazar Trust Company (1992) Ltd
Details of the signatories authorized to sign on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Eran Podem | Other VP, Legal Counsel and Company Secretary |
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations shall be signed by those authorized to sign on behalf of the corporation. Staff position on the matter can be found on the Authority's website: Click here.
Reference numbers of previous documents on the subject (the reference does not constitute incorporation by reference):
Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange
Form structure update date: 06/08/2024
Short name: AFI Properties
Address: 1 Yael Man (Allied Cities Tower)1, Ramat Hasharon4734501 Telephone: 03-5393562, Fax: 03-5393523
E-mail: [email protected] Company website: https://afi-properties.com
Previous names of the reporting entity: Africa Israel Properties Ltd
Name of electronic reporter: Podem EranPosition: VP and Legal CounselName of employing company:
Address: Allied Cities Tower, 25th floor0, Ramat Hasharon4713402Telephone: 03-5393562Fax: 03-5393678E-mail: [email protected]