Annual Report • Mar 17, 2025
Annual Report
Open in ViewerOpens in native device viewer
This document is an unofficial translation of the Company's Board of Directors' Report and certain parts of its 2024 Annual Financial Statement (main reports without notes) from the original report in Hebrew dated March 11, 2025 (Reference Number: 2025-01-015923) (the "Report"). This translation is published for convenience purposes only, while the Hebrew version of the Report is the binding one.


TOHA II / AMOT / TEL AVIV / SIMULATION

Consolidated Financial Statements




| (1) Concise description of the Group1 | ||||
|---|---|---|---|---|
| 1.1 The Group's main income-generating property investments as of December 31, 2024 1 | ||||
| 1.2 The Group's renewable energy investments as of December 31, 2024 1 | ||||
| 1.3 The Group's main holdings close to the publication of the report 2 | ||||
| 1.4 Stock market indices 2 | ||||
| 1.5 Main events from the beginning of 2024 to the publication of this report 3 | ||||
| 1.6 Summary of the main events - the Group 4 | ||||
| 1.7 Summary of the main events - Investees 5 | ||||
| (2) Board of Directors' explanations regarding the state of corporate affairs 6 | ||||
| 2.1 The business environment6 | ||||
| 2.2 Statement of Financial Position6 | ||||
| 2.3 Investments7 | ||||
| 2.3.1 Composition of the Company's investments (expanded solo) as of December 31, 2024 7 | ||||
| 2.3.2 Investments and realizations in the reporting period and subsequent to the balance sheet date7 |
||||
| 2.3.3 Property revaluations 8 | ||||
| 2.3.4 Real estate investments in Israel – through Amot8-10 | ||||
| 2.3.5 Investment in Carr11-12 | ||||
| 2.3.6 investment in Brockton Everlast13-14 | ||||
| 2.3.7 Investment in AH Boston 15 | ||||
| 2.3.8 Investment in renewable energy - through Energix16-18 | ||||
| 2.3.9 Dividend receipts 19 | ||||
| 2.3.10 Management fee receipts19 | ||||
| 2.4 Liquidity and financing sources 19 | ||||
| 2.4.1 Cash and credit facilities 19 | ||||
| 2.4.2 Unencumbered assets20 | ||||
| 2.4.3 Financial debt20-21 | ||||
| 2.4.4 Raising capital 22 | ||||
| 2.4.5 Working capital deficit22 | ||||
| 2.5 Operation results22 | ||||
| 2.5.1 Business results summary table 23-24 | ||||
| 2.5.2 Information regarding the Group's Comprehensive Income 25 | ||||
| 2.6 Cash flows26 | ||||
| 2.7 Equity 27 | ||||
| 2.7.1 Equity per share27 | ||||
| 2.7.2 Explanation of changes in equity27 | ||||
| 2.7.3 Effects of changes in exchange rates on the Company's equity 27 | ||||
| 2.7.4 Dividends28 | ||||
| 2.8 Remuneration of senior employees 28 | ||||
| (3) Sustainability and Social Responsibility – Environmental Risk Management, Environmental Responsibility and the Environmental Impact on the Group's Activities (ESG)29 |
|---|
| 4.Discussion of Risk Factors30 |
| 4.1 Description of risk factors to which the Corporation is exposed 30-31 |
| 4.2 Extent of the impact of risk factors on the Group's business activity 31 |
| 4.3 Cyber risk32 |
| (5) Aspects of corporate governance33 |
| 5.1 The Company's Board of Directors; directors with accounting and financial expertise33 |
| 5.2 Independent Directors34 |
| 5.3 The Company's Accountant34 |
| 5.4 The Company's Internal Auditor 34 |
| 5.5 Internal enforcement plan 34 |
| 5.6 Charitable donations34 |
| 5.7 Communication with analysts, journalists and capital market professionals 34 |
| (6) Events Subsequent to the Balance Sheet Date35 |
| (7) Dedicated Disclosure for Bondholders35 |
| Appendices to the Board of Directors' Report on the State of Corporate Affairs |
| Appendix A – Financial Information, Expanded Solo36 |
| (1) Financial Statements – Expanded Solo36 |
| 1.1 Condensed Expanded Solo Balance Sheet36 |
| 1.2 Condensed Expanded Solo Statements of Income37 |
| 1.3 Cash flow from the Company's financing activities 38 |
| (2) The Company's Liabilities (Expanded Solo) Payable after December 31, 2024 38 |
| Appendix B – Balance Sheet of Linkage Bases for Monetary Balances39 |
| Appendix C – Information regarding the Company's Internal Auditor 40-41 |
| Appendix D – Details of the Company's Accountant 42 |
| Appendix E – Details of Bonds Issued by the Company43-47 |
| Appendix F – Information regarding Material Valuations and Very Material Valuations according to Regulation 8b(i) of the Securities Regulations (Periodic and Immediate Reports), 197048 |
| Appendix G – Information regarding the Corporation's Separate Financial Statement49 |
| Appendix H – FFO for Financial Liabilities and Trust Deed Purposes49 |
The Board of Directors of Alony-Hetz Properties and Investments Ltd. (hereinafter - the "Company") is pleased to present the Company's Board of Directors' Report for the year ended December 31, 2024 (hereinafter - the "Reporting Period").
The Company and its consolidated companies (hereinafter - the "Group") have two areas of activity:
Holdings at a rate of 51.1% in Amot Investments Ltd. (hereinafter - "Amot"), a publicly traded income-generating property company whose securities are listed on the Tel Aviv Stock Exchange Ltd. For additional information, please see Section 2.3.4 below.
1 Holdings of 52.3% in the rights in Carr Properties Holding LP, an American partner that holds (through indirect holdings at a rate of 91.2%) a partnership with real estate holdings in the Boston metropolitan area.
Holdings of 50.2% in Energix Renewable Energies Ltd. (hereinafter - "Energix"), a public company whose securities are listed for trading on the stock exchange. Energix engages in the planning, development, financing, construction, management and operation of facilities for the generation and storage of electricity from renewable energy sources (photovoltaic systems and wind farms) and the sale of electricity produced in these facilities, with the intention of holding them for the long term. As of the date of the report, Energix has operations in Israel, Poland and the United States. For additional information, please see Section 2.3.8 below.
* The Company and JP Morgan (through SSPF Investment Fund, managed by JP Morgan) have joint control in Carr.
** Joint holdings with Oxford Properties in three property companies that own office buildings in Boston. The Company and Oxford Properties have a joint control agreement.
The Company's shares are traded on the Tel Aviv Stock Exchange Ltd. (hereinafter - the "TASE"). The main stock market indices to which the Company's securities belong are: TA-90, TA-125, TEREAL, TA-Investment Properties in Israel, Tel-Div, the various TelBond indices, TA 125 - Fossil-Fuel-Free Climate index and the Tel Aviv - Maala index.
| Alony-Hetz (the Company expanded solo) |
• During the reporting period, the Company issued shares and options (Series 16) exercisable until December 31, 2025 for ordinary shares, in consideration for a total of approx. NIS 1 billion (gross) and for a future consideration (assuming the exercise of all options (Series 16)) in the amount of approx. NIS 338 million, of which shares and options representing 10.23% of the Company's share capital and voting rights (11.26% fully diluted) were allocated to Equity Finance and Investments Ltd.2 , a foreign company in which Mr. Aaron Frenkel holds, directly and indirectly, all of the share capital and voting rights. • From the beginning of 2024 until the date of publication of the report, the Company invested a total of NIS 852 million in investees and in Brockton funds (of which NIS 315 million was for the reduction of the debt and leverage rate in Brockton Everlast). For information, please see Section 2.3.2 below. • During the reporting period, the Company's share of revaluation losses on investment real estate of investee companies amounted to NIS 329 million, of which revaluation gains amounted to NIS 125 million in the fourth quarter of 2024 - for details, please see Section 2.3.3 below. • During the reporting period, the Company exchanged bonds (Series I and J) in the amount of NIS 700 million par value in exchange for bonds (Series L and M) in the total amount of NIS 758 million par |
|---|---|
| value by way of an exchange purchase offer. | |
| Amot Investments |
• Signing of a binding lease agreement under which Google will lease approx. 60 thousand sq.m. in the top part of the ToHa 2 Tower for a 10-year lease period, which will begin in the first quarter of 2027. • Purchase of land on Hasolelim Street in Tel Aviv for the construction of an office tower, with an area of approx. 5.6 dunams, for a total of NIS 210 million. Amot is promoting the planning of complexes to strengthen the rights in the complex in cooperation with holders of rights in plots adjacent to the Tel Aviv Municipality. |
| Carr Properties |
• In February 2025, Carr signed a non-binding memorandum of understanding to redeem JPM's holdings in Carr. For additional information, please see Section 2.3.5 below. • A long-term lease agreement was signed with Fannie Mae for the lease of 342 thousand sq.ft. (approx. 32 thousand sq.m.) in the Midtown Center building. • Long-term lease agreements were signed for the lease of approx. 220 thousand sq.ft. (approx. 20 thousand sq.m.) in the Midtown Center building. |
| Brockton Everlast |
• Engagement in refinancing agreements totaling GBP 165 million, replacing loans in the amount of GBP 225 million that were due to be repaid, while raising equity from shareholders. • Completion of a rent review process at the Water Side building, where the tenant's rent on the property increased by approx. 16%, starting from June 2023. |
| Energix Renewable Energies |
• Engagement in a strategic cooperation agreement with Google. • Completion of acquisition transactions with a total capacity of 770 MW + 260 MWh. • Completion of financing agreements and tax partner investment for a project backlog totaling NIS 2 billion. • Completion of the construction and connection of projects with a total capacity of 465 MW + 189 MWh. • Entering into a transaction for the acquisition of a combined photovoltaic and wind project in Lithuania with a capacity of approx. 470MW. |
2 According to information provided by the investor, Equity Finance and Investments Ltd. is a foreign company incorporated under the laws of Malta.
| Main financial results – Consolidated | |||||
|---|---|---|---|---|---|
| Statement | Unit | 2024 | 2023 | 2022 | % change3 |
| Revenue from rental fees and |
|||||
| management of investment property | NIS thousands | 1,389,184 | 1,324,063 | 1,219,178 | 4.9 |
| Fair value adjustments of investment | |||||
| property | NIS thousands | 607,208 | (926,169) | 685,918 | 165.6 |
| Group share in the losses of associates, | |||||
| net | NIS thousands | (540,178) | (1,703,997) | (953,589) | 68.3 |
| Revenue from sale of electricity and | |||||
| green certificates | NIS thousands | 856,210 | 680,713 | 525,437 | 25.8 |
| Net profit (loss) for the year | NIS thousands | 249,206 | (2,151,838) | 338,572 | 111.6 |
| Net loss for the year attributed to | |||||
| Company shareholders | NIS thousands | (346,199) | (2,392,409) | (281,467) | 85.5 |
| Comprehensive loss for the year |
|||||
| attributed to Company shareholders | NIS thousands | (443,351) | (2,425,233) | (53,496) | 81.7 |
| Total balance sheet | NIS thousands | 40,047,643 | 38,731,166 | 36,314,037 | 3.4 |
| Equity (including non-controlling |
|||||
| interests) | NIS thousands | 11,632,526 | 11,064,123 | 13,591,420 | 5.1 |
| Financial debt (bank credit and bonds)4 | NIS thousands | 22,419,722 | 22,793,284 | 19,032,307 | (1.6) |
| Net financial debt5 | NIS thousands | 20,895,396 | 20,595,607 | 17,337,606 | 1.5 |
| Ratio of net financial debt to total balance sheet6 |
% | 54.2 | 56.4 | 50.1 | (3.9) |
| Main Financial Results – Expanded |
|||||
| Solo7 | |||||
| Total balance sheet | NIS thousands | 11,329,550 | 11,647,376 | 13,311,610 | (2.7) |
| Equity attributed to Company |
|||||
| shareholders | NIS thousands | 5,413,576 | 5,002,057 | 7,709,979 | 8.2 |
| Financial debt (bank credit and bonds)4 | NIS thousands | 5,825,236 | 6,774,485 | 5,513,779 | (14) |
| Net financial debt5 | NIS thousands | 5,183,474 | 5,749,598 | 5,027,172 | (9.8) |
| Ratio of net financial debt to total balance | |||||
| sheet6 | % | 48.5 | 54.1 | 39.2 | (10.4) |
| Cash flow from the Company's financing | |||||
| activities per share | NIS thousands | 454,912 | 466,035 | 460,467 | (2.3) |
| Earnings per share data | |||||
| Loss per share - basic | NIS | (1.81) | (13.31) | (1.6) | 86.4 |
| Comprehensive loss per share - basic | NIS | (2.32) | (13.49) | (0.3) | 82.8 |
| Cash flow from the Company's financing | |||||
| activities per share | NIS | 2.38 | 2.59 | 2.62 | (7.5) |
| Current dividend per share8 | NIS | 0.72 | 1.28 | 1.26 | (43.8) |
| NAV per share | NIS | 25.18 | 27.83 | 42.9 | (9.5) |
| 9 NNAV per share |
NIS | 29.65 | 32.78 | 48.3 | (9.5) |
| Price per share at end of period | NIS | 30.40 | 30.24 | 35.8 | 0.5 |
3. 2024 compared to 2023.
4. Financial debt also includes assets/liabilities of derivative transactions carried out by the Group.
5. Financial debt presented net of cash balances. The Company's financial debt (expanded solo) as of December 31, 2024 is the financial debt less cash balances. For information regarding the adjusted leverage rate, please see Section 2.4.3 below.
6. Net financial debt as a percent of total balance sheet, less cash balances. The Company's net financial debt (expanded solo) as of December 31, 2024 is the financial debt less cash balances. For information regarding the adjusted leverage rate, please see Section 2.4.3 below.
7. In the expanded solo balance sheet, the investment in Amot, Energix and BE is presented on an equity basis instead of the consolidation of their statements with the Company's statements (the remaining investments are presented unchanged in the statement presented in accordance with IFRS principles).
8. The above dividend amount does not include an additional dividend that was paid in 2023 and 2022 (for the years 2022 and 2021) in the amount of NIS 0.18 per share and NIS 0.44 per share, respectively.
9. When calculating the NNAV per share, the Company's tax reserves (expanded solo) were neutralized, as was the Company's share in the tax reserves of investees.
| Unit | 2024 | 2023 | 2022 | % change10 | |
|---|---|---|---|---|---|
| Investment in Israel – Amot Investments | |||||
| Ltd. (rate of holdings - 51.05%)11 | |||||
| Number of income-generating properties | Unit | 112 | 114 | 114 | |
| Value of investment property (without |
NIS thousands | ||||
| property in self-development) | 17,294,792 | 16,730,765 | 16,521,806 | 3.4 | |
| Weighted discount rate derived from investment property |
% | 6.42 | 6.3 | 6.2 | |
| Occupancy rate at end of period | % | 92.3 | 93.4 | 94.4 | |
| Value of investment property in self development |
NIS thousands | 3,316,001 | 2,757,003 | 2,340,645 | 20.3 |
| Ratio of net financial debt to total balance | % | ||||
| sheet | 44.0 | 44.0 | 41.9 | ||
| NOI12 | NIS thousands | 1,042,713 | 1,004,406 | 930,996 | 3.8 |
| FFO13 per share | NIS | 1.746 | 1.707 | 1.604 | 2.3 |
| NAV per share | NIS | 19.44 | 18.78 | 18.68 | 3.5 |
| Price per share at end of period | NIS | 20.64 | 20.00 | 20.65 | 3.2 |
| Investment in the United States - Carr | |||||
| Properties (rate of holdings - 47.8%)14 | |||||
| Number of income-generating properties | Unit | 12 | 14 | 17 | |
| Value of investment property (without |
|||||
| property in self-development)15 | USD thousands | 1,976,408 | 1,707,449 | 2,835,655 | 15.8 |
| Rental rate | % | 89.40 | 90.50 | 89.10 | |
| Number of properties under construction and | |||||
| in planning | Unit | 2 | 2 | 2 | |
| Value of self-developed properties | USD thousands | 48,406 | 739,887 | 697,253 | (93.5) |
| Ratio of net financial debt to total balance | |||||
| sheet16 | % | 64 | 57.7 | 49.1 | |
| NOI 17, 12 | USD thousands | 151,879 | 163,785 | 148,670 | (7.3) |
| FFO 17, 13 | USD thousands | 62,458 | 69,539 | 70,988 | (10.2) |
| Investment in the UK - Brockton Everlast Inc. Limited (rate of holdings - 84.9%) |
|||||
| Number of income-generating properties | Unit | 10 | 10 | 13 | |
| Value of investment property | GBP thousands | 690,500 | 699,800 | 1,081,515 | (1.3) |
| Occupancy rate at end of period | % | 97.3 | 98.3 | 96.6 | |
| Value of land for initiation and property in | |||||
| development | GBP thousands | 421,450 | 361,750 | 208,000 | 16.5 |
| Ratio of financial debt to total balance sheet | % | 29.0 | 36.4 | 30.7 | |
| NOI1212 | GBP thousands | 42,730 | 41,315 | 42,311 | 3.4 |
| FFO | GBP thousands | 12,375 | 15,229 | 19,521 | (22.3) |
| Investment in renewable energy – Energix | |||||
| Renewable Energies Ltd. (rate of holdings – | |||||
| 50.2%) | |||||
| Installed capacity from connected |
|||||
| photovoltaic systems (MWp) - Energix's share | Unit | 1,029 | 978.0 | 554.0 | 5.2 |
| Installed capacity from connected wind | |||||
| systems (MW) - Energix's share | Unit | 301.2 | 301.2 | 245.2 | - |
| Balance of connected electricity-generating | |||||
| facilities - according to book value | NIS thousands | 5,674,033 | 5,216,739 | 2,910,128 | 8.8 |
| Price per share at end of period | NIS | 12.50 | 13.36 | 11.08 | (6.4) |
10. 2024 compared to 2023.
13. Funds from operations.
17. Including NOI from the management of properties.
11. The main figures for Amot are from the Amot's expanded consolidated financial statements published in Amot's Board of Directors' Report (hereinafter: "Amot's Pro Forma Reports"). Amot's Pro Forma Reports are Amot's reports presented according to IFRS principles, with the exception of the implementation of IFRS 11 "Joint Arrangements", which came into effect on January 1, 2013. In Amot's Pro Forma Reports, the investments in investees, presented based on the equity method in Amot's Financial Statements, are neutralized and presented according to the relative consolidation method, similar to their treatment prior to IFRS 11 entering into effect.
12. Net operating income.
14. The financial data presented above includes Carr's economic share in its assets and liabilities and those of all its investees, including of companies that are not consolidated in its financial statements prepared in accordance with IFRS principles.
15 As of the end of 2023, including two properties (owned and leased) valued at USD 132 million, and the total liabilities in respect of those properties (which are on a non recourse basis) in the amount of USD 205 million.
16 Carr's financial debt ratio as of the end of 2023 does not include liabilities for which liabilities exceed asset value (which are on a non-recourse basis).
For information regarding the business environment in which the Group operates, please see Section A.6 of the chapter Description of the Corporation's Business.
| Statement of Financial Position Item |
31.12.24 NIS millions |
31.12.23 NIS millions |
Notes and explanations |
|---|---|---|---|
| Cash and cash equivalents | 1,524 | 2,198 | For Statement of Cash Flows, please see Section 2.6 below. |
| Investment property (including investment property held for sale) |
25,006 | 23,897 | The increase stems from an investment in properties in development by Amot and BE in the amount of approx. NIS 0.9 billion. In addition, there is an increase stemming from the fair value adjustment of the investment property of BE and Amot in the amount of approx. NIS 0.6 billion. For additional information regarding the Group's investment property - please see Note 4 to the financial statements. |
| Investments in companies | 2,303 | 2,773 | The following are the main changes in investments: |
| accounted for according to the equity method and securities measured at fair value through profit and loss Electricity-generating facilities - connected and in development |
9,943 | 8,108 | • A decrease due to the Group's share of associates' losses in the amount of approx. NIS 0.5 billion, mainly due to a loss from the fair value adjustment of investment properties of associates (Carr and AH Boston) - For information, please see Section 2.3.3 below. • An increase due to the effects of exchange rates (mainly the USD) in the amount of NIS 15 million. For additional information regarding changes in the balance of the investment in securities measured at fair value through profit and loss and investments in companies accounted for according to the equity method, please see Notes 5 and 6 to the financial statements, respectively. In addition, please see Section 2.3 below. Most of the growth in electricity-generating facilities stems from Energix's project investment and initiation in Israel and the US. For information regarding electricity-generating facilities, see Notes 7 |
| and 8 to the financial statements. | |||
| Other assets | 1,272 | 1,754 | |
| Total assets | 40,048 | 38,731 | |
| Loans and bonds | 22,082 | 22,132 | The following are the main changes: |
| • Raising of bonds and receipt of loans in the amount of NIS 2.6 billion. • Repayment of bonds and long-term loans in the amount of NIS 2.8 billion. For information regarding the main changes in the Group's financial debt, please see Section 2.4.3 below. |
|||
| Other liabilities | 10,321 | 5,535 | |
| Total liabilities | 28,415 | 27,667 | |
| Equity attributed to shareholders | 5,414 | 5,002 | For additional information regarding the main changes in equity attributed to shareholders, please see Section 2.7.2 below. |
| Non-controlling interests | 6,219 | 6,062 | |
| Total equity | 11,633 | 11,064 | |
| Total liabilities and equity | 40,048 | 38,731 |
| Currency | Number of shares |
Balance in NIS thousands |
Adjusted value in NIS thousands |
Adjusted value measurement basis |
|
|---|---|---|---|---|---|
| Amot | NIS | 240,718,672 | 4,660,711 | 4,968,433 | Stock market value - tradable |
| Energix | NIS | 276,060,936 | 1,112,313 | 3,450,762 | Stock market value - tradable |
| Carr | USD | - | 1,302,056 | 1,302,056 | Equity method |
| AH Boston | USD | - | 346,381 | 346,381 | Equity method |
| Brockton Everlast | GBP | - | 2,989,406 | 2,989,406 | Equity method |
| Brockton Funds | GBP | - | 218,454 | 218,454 | Equity method |
| Other18 | 646,163 | 646,163 | |||
| Total | 11,275,483 | 13,921,625 |
In the reporting period, the Company invested (realized investments) in its investees, as follows:
| 2024 | |
|---|---|
| NIS millions | |
| Investments: | |
| Brockton Everlast | 526 |
| AH Boston | 12419 |
| Brockton Funds (Fund III) | 84 |
| 734 | |
| Investment in Carr - DRIP | 118 |
| Total | 852 |
| Realizations: | |
| Brockton Funds (Fund II) | (17) |
| Total | (17) |
18 Mainly including cash and cash equivalents in the amount of NIS 642 million.
19 From the beginning of 2025 to the date of publication of the report, the Company invested an additional amount of NIS 5 million.
The following is a summary of investment property revaluations recorded by the Group's investees in 2024:
| Profit (loss) | |||||
|---|---|---|---|---|---|
| Investee's share | Company's share | ||||
| Geographical region | Currency | in millions | in NIS millions | ||
| Total | |||||
| Israel (Amot) | NIS | 546 | 278 | ||
| UK (BE) | GBP | 12 | 38 | ||
| USA (Carr and AH Boston) | USD | (345) | (645) | ||
| Total Company share | (329) |
In the fourth quarter of 2024, the Company recorded a profit of approx. NIS 125 million in respect of its investees' property revaluations.
For a sensitivity analysis of the impact of a 0.25% change in the weighted cap rate on the value of income-generating properties, please see Note 4d to the financial statements.
As of December 31, 2024, Amot's properties, owned or leased, include 112 income-generating properties in Israel with a total area of 1.86 million sq.m. (Amot's share), including 1.16 million sq.m. of above ground rental space and 0.7 million sq.m. of open storage and parking (18,200 parking spaces).
These properties are spread throughout the country, with the majority of Amot's properties (90%) located in the big cities in the center of the country and in high-demand areas. The properties are leased to approx. 1,790 tenants, through contracts of varying durations. In addition, Amot has 5 projects in development amounting to 194 thousand sq.m. above-ground (Amot's share) and 3 projects in planning and initiation stages amounting to 56 sq.m. aboveground (Amot's share). The fair value of investment property in development and rights in land designated for development amounts to NIS 3.3 billion.
The total fair value of all Amot's investment property as of December 31, 2024 is approx. NIS 20.6 billion. The fair value of Amot's income-generating property as of December 31, 2024 is NIS 17.3 billion.
The occupancy rate of all of Amot's properties as of December 31, 2024 is 92.3%20 (compared to 93.4% as of December 31, 2023). The occupancy rate represents space for which there are signed contracts, some of which are in the process of being populated.
20 The rate of occupancy, not including a property classified from property in development is 92.8%.
| Property name | Location | Main use | Rate of holdings |
Thousands of above ground sq.m. for marketing, 100% |
Estimated completion date |
Value of project in Amot's books as of December 31, 2024 |
Estimated construction cost, including land and parking basements (*) Amot's share - in NIS millions |
Expected NOI upon the project's full occupancy (*) |
|---|---|---|---|---|---|---|---|---|
| HaLehi Complex 21 | Bnei Brak | Offices | 50% | 100 | 2025 | 604 | 765 | 59 |
| K Complex – |
Jerusalem | Offices | ||||||
| Jerusalem 22 | 50% | 93 | 2028 | 152 | 775 | 51 | ||
| Beit Shemesh Logistic Center - |
Beit Shemesh |
Logistics | ||||||
| Lower center | 60% | 26 | 2025 | 91 | 105 | 7 | ||
| Park Afek | Rosh | Offices | ||||||
| Ha'ayin | 50% | 8 | 2025 | 28 | 40 | 3 | ||
| ToHa2 | Tel Aviv | Offices | 50% | 156 | 2026 | 1,102 | 1,650 | 158 |
| Total | 383 | 1,977 | 3,335 | 278 | ||||
(*) Mid-range forecast
The information included in this section above regarding the estimated end of construction date, estimated construction cost and the expected NOI at the time of the project's occupancy constitutes forward-looking information as defined in Section 32A of the Securities Law, as it is impacted by factors that do not depend on the Group such as construction costs, security situation, demand for offices, changes in the City Building Plan that are subject to the approval of the authorities, etc.
For additional information regarding projects in construction stages, see Note 4b to the financial statements.
| Main | Thousands of above ground sq.m. for marketing, |
Rate of | Thousands of above-ground Value of sq.m. for project in marketing Amot's books |
Estimated construction cost, including land and parking basements (*) |
|||
|---|---|---|---|---|---|---|---|
| Property name | Location | use | 100% | holdings | Amot's share - in NIS millions | ||
| Elef Complex | Rishon Letzion | Offices | 19 | 100% | 19 | 36 | 270 |
| Platinum Stage B23 | Petach Tikva | Offices | 20 | 100% | 20 | 40 | 220 |
| Amot Shaul - Stage | Kfar Saba | Offices | |||||
| A | 35 | 50% | 18 | 61 | 170 | ||
| Total | 74 | 57 | 137 | 660 |
(*) Mid-range forecast
21 As of the date of publication of the report, the commerce floors have been delivered to tenants for adaptation work and several stores have opened to the public. Amot has signed contracts for approx. 8,500 sq.m. (Amot's share - 50%), which are expected to generate annual rent of approx. NIS 14 million (Amot's share - 50%).
22 Subject to the completion of additional rights in the K Complex in Jerusalem
23 Subject to the completion of the purchase of additional construction rights in order to build a matching tower to Platinum Stage A.
The information included in this section above regarding estimated construction costs constitutes forward-looking information as defined in Section 32A of the Securities Law. The information refers to data existing and known by the Group immediately prior to the publication of the report relating to environmental requirements, on City Building Plan changes subject to approvals of the planning and building authorities, on receipt of consent from owners of bordering properties, for which there is no certainty of being granted, etc. These data are not under the Group's control and therefore there is no certainty these projects will actually be executed.
| Property name | Location | Main use | Rate of holdings |
Value of project in Amot's books (NIS millions) |
Additional above-ground area (Amot's share) in sq.m. thousands |
|---|---|---|---|---|---|
| Lot 300, Derech Hashalom | Tel Aviv | Housing/offices | 50% | 134 | 47 housing units |
| HaSolelim land | Tel Aviv | Offices | 100% | 210 | 80 |
| ToHa3/ToHa4 | Tel Aviv | Offices | 50% | 174 | 100 |
| Tzrifin Logistic Center | Tzrifin | Logistics | 100% | 250 | 200 |
| Others | 434 | ||||
| Total | 1,202 |
The information included in this section above regarding projects in development, including the expected additional above-ground areas, constitutes forward-looking information as defined in Section 32A of the Securities Law. The information refers to data existing and known by the Group immediately prior to the publication of the report relating to environmental requirements, on City Building Plan changes subject to approvals of the planning and building authorities, on receipt of consent from owners of bordering properties, for which there is no certainty of being granted, etc. These data are not under the Group's control and therefore there is no certainty these projects will actually be executed.
For property revaluations recorded by Amot in the reporting period, please see Section 2.3.3 above.
| Amot Investments Ltd. | ||||
|---|---|---|---|---|
| NIS thousands | ||||
| 2024 | 2023 | 2022 | ||
| Profit for the year | 919,002 | 682,607 | 1,171,146 | |
| Adjustments: | ||||
| Profit from change in fair value of investment property | (570,485) | (256,637) | (1,019,088) | |
| Acquisition costs recognized in profit and loss | 23,053 | 3,300 | 18,248 | |
| Current and deferred tax effects of the above adjustments | 154,578 | 88,263 | 192,257 | |
| FFO - according to the Israel Securities Authority's approach | 526,148 | 517,533 | 362,563 | |
| Management's approach, additional adjustments: | ||||
| Depreciation and amortizations | 2,850 | 3,664 | 3,441 | |
| Share-based payment | 8,324 | 6,757 | 5,746 | |
| Linkage differential expenses on the debt principal | 285,863 | 272,559 | 371,461 | |
| FFO - according to the Management's approach | 823,185 | 800,513 | 743,211 | |
| Alony-Hetz's share in FFO - according to the Israel Securities Authority's | ||||
| approach, in NIS thousands | 268,752 | 277,056 | 195,535 | |
| Alony-Hetz's share in FFO - according to the Management's approach, in NIS | ||||
| thousands | 420,476 | 428,547 | 400,823 |
(*) The FFO in respect of Amot is presented without excluding intercompany balances.
For additional information regarding the investment in Amot, see Chapter B of the Description of the Corporation's Business and Note 6b to the financial statements.
Carr engages in the investment, acquisition and developing of income-generating property for rental purposes, including the management and maintenance of office buildings under its ownership in urban areas in the Washington D.C. metropolitan area, in Boston, Massachusetts and in Austin, Texas in the United States.
Carr fully or partially owns 12 income-generating office buildings with a total rental space of 3.3 million sq.ft. (306 thousand sq.m.) (Carr's share) and a value of USD 1.7 billion (Carr's share). The properties are rented to hundreds of tenants for various time periods.
For information regarding Carr's business strategy and its general environment, please see Chapter C.1, Section 8 and Chapter C, Section 1, respectively, in the report on the Description of the Corporation's Business.
In February 2025, Carr signed a non-binding Memorandum of Understanding (MOU) with an American institutional real estate investment fund managed by J.P. Morgan Assets Management (which holds 35.5% of the capital and 50% of the control in Carr) (hereinafter - "JPM"), according to which, subject to preconditions, Carr will redeem JPM's holdings in Carr in exchange for the transfer of full ownership of 3 Carr properties to JPM free of any debt (hereinafter - the "transaction").
If and to the extent that the transaction is finalized into a binding agreement, the Company's holdings in Carr will increase from 47.8% to 77.2%, and Carr will be consolidated into the Company's reports.
As part of the preparations for the transaction, Carr intends to continue the process it began for the sale of 2 properties, for a total of USD 100-110 million, and at the same time to advance a refinancing process for 4 properties under it's ownership, with the aim of replacing loans due in 2026 with new loans at long-term rates.
Following the transaction, Carr will retain ownership of, among other things, the Trophy properties it built, including One Congress in Boston, Midtown Center, The Willson, and 1700 NY in Washington, D.C., which increases Carr's occupancy rate from approx. 89% (effective as of the end of 2024) to approx. 92%. Without taking into consideration any potential changes in the value of Carr's portfolio, the increase in the relative weight of Carr's Trophy properties in its portfolio is expected to reduce the weighted discount rate from 7.5% (effective as of the end of 2024) to 7.2%.
During 2025, the Company intends to inject USD 100 million into Carr's equity, which Carr will use, among other things, to complete the aforementioned redemption transaction, including the expansion of its business, with an emphasis on new ventures.
Prior to the execution of the above, and without taking into consideration possible changes in the value of Carr's asset portfolio, if any, and in accordance with Carr's business plan, Carr's equity is expected to be approx. USD 600 million by the end of 2025 and its leverage ratio is expected to be approx. 60%.
The information regarding the feasibility of the transaction's completion, including Carr's sale of the properties, the Company's actual injection of capital into Carr, the projected weighted rental rate, the equity upon completion of the transaction and the projected leverage ratio, is forward-looking information within the meaning of the Securities Law, 1968. Such information is based on estimates by the Company and Carr and there is no certainty that they will materialize in full or in part, due, among other things, to factors beyond the control of the Company or Carr.
As of the date of the report, Carr leases 714 thousand sq.ft. of office space at Midtown Center to Fannie Mae, the property's main tenant.
In the fourth quarter of 2023, Fannie Mae exercised several options to gradually reduce the area by 149 thousand sq.ft. (between May 2026 and May 2028), as well as to terminate the lease agreement early on the remaining area (565 thousand sq.ft.) in May 2029 (instead of May 2033), in exchange for a total compensation payment to Carr of USD 71 million, which is recognized as income over the remaining lease term.
During the year, Carr entered into several new lease agreements totaling approx. 594 thousand sq.ft. (a binding lease agreement with Fannie Mae for the re-lease of approx. 342 thousand sq.ft., for a period of 16 years beginning in May 2029, and the leasing of an additional 237 thousand sq.ft. to several tenants under long-term lease agreements).
In February 2024, Carr completed a transaction for the acquisition of 425 Montgomery Street, located in Northern Virginia, for USD 20 million. Subsequent to the date of the report, Carr completed the demolition of the structure existing on the site and as part of its plan to construct a new residential rental building. Carr is the managing partner of the project (GP 100%) and is also an "equity" partner at a rate of 10% (LP 10%).
In the first half of 2024, Carr made several moves to realize three properties, following which Carr recorded gains of approx. USD 81 million (the Group's share - approx. USD 39 million).
For additional information regarding Carr's business development during the reporting period and subsequent to the balance sheet date, see Note 6g(3) and (4) to the financial statements.
For property revaluations recorded by Carr in the reporting period, please see Section 2.3.3 above.
| FFO - Carr | |||
|---|---|---|---|
| USD thousands | |||
| 2024 | 2023 | 2022 | |
| Loss for the year | (145,080) | (757,718) | (463,417) |
| Adjustments: | |||
| Loss (profit) from change in fair value of investment property | 129,392 | 573,670 | 499,885 |
| Depreciation and amortizations | 6,433 | 5,890 | 4,087 |
| Current and deferred tax effects of the above adjustments | 1,921 | (35) | 1,154 |
| Adjustments as detailed above in respect of associates | 74,725 | 273,924 | 51,290 |
| FFO - according to the Israel Securities Authority's approach | 67,391 | 95,731 | 92,999 |
| Attributed to non-controlling interests | 1,643 | 468 | 1,490 |
| Adjustments stemming from the non-controlling interests' share in | |||
| FFO | (6,576) | (26,660) | (23,501) |
| FFO - according to the Israel Securities Authority's approach | |||
| attributed to Company shareholders | 62,458 | 69,539 | 70,988 |
| FFO - according to the Management's approach | 62,458 | 69,539 | 70,988 |
| The following is a breakdown of the FFO according to the Management's approach: |
|||
| NOI | 137,168 | 153,481 | 142,750 |
| Administrative and general expenses | (7,843) | (9,271) | (15,293) |
| Financing expenses | (66,867) | (74,671) | (56,469) |
| FFO - according to the Management's approach | 62,458 | 69,539 | 70,988 |
| Alony-Hetz's share in FFO - according to the Israel Securities | |||
| Authority's approach, in NIS thousands | 110,216 | 120,792 | 109,082 |
| Alony-Hetz's share in FFO - according to the Management's approach, in NIS thousands |
110,216 | 120,792 | 109,082 |
For information regarding Carr's financial debt, please see Section 2.4.3 below.
For additional information regarding the investment in Carr, please see Chapter C1 of the Description of Corporate Business and Note 6f to the financial statements.
For information regarding BE's business strategy and its general environment, please see Chapter D, Section 18 and Chapter D, Section 2 in the report on the Description of the Corporation's Business.
| Property name |
Location | Main use |
Rate of holdings |
Thousands of above ground sq. ft. for marketing, 100% |
Estimated start date |
Estimated completion date |
Estimated constructio n costs, including land |
Project cost in BE's books as of December 31, 2024 |
Balance for completion of construction costs as of December 31, 2024 GBP millions |
Expected NOI upon project occupancy |
|---|---|---|---|---|---|---|---|---|---|---|
| Dovetail Building |
City of London |
Offices | 100% | 453 | 2025 | 2029 | 670-720 | 140 | 530-580 | 50-55 |
The information detailed in this Section 2.3.6 above regarding the estimated construction completion date, the expected construction costs and the expected NOI upon the project's occupation is forward-looking information as defined in Section 32A of the Securities Law as it is influenced by factors that are not dependent on BE, such as construction costs, regulatory changes, environmental aspects and more.
For property revaluations recorded by BE in the reporting period, please see Section 2.3.3 above.
As of December 31, 2024, BE had loans from banking corporations totaling GBP 370 million (Carr's share) at an average duration of 1.8 years. The entire debt bears fixed interest.
In 2026, BE is expected to repay loans from banking corporations totaling approx. GBP 260 million.
For information regarding BE's financial debt, please see Section 2.4.3 below
| FFO - BE | |||
|---|---|---|---|
| In GBP thousands | |||
| 2024 | 2023 | 2022 | |
| Loss for the year | (26,942) | (256,311) | (45,412) |
| Adjustments: | |||
| Loss (profit) from change in fair value of investment property | (11,940) | 251,569 | 72,446 |
| Loss or reversal of an impairment loss according to IAS 36 (including impairment of an investment measured according to the equity method) or profit from a purchase at a bargain price |
42,800 | 10,769 | - |
| Loss (profit) from changes in fair value or sale of financial | |||
| instruments | 4,480 | 7,557 | (10,182) |
| Current and deferred tax effects of the above adjustments | 1,495 | (384) | 110 |
| FFO - according to the Israel Securities Authority's approach, in | |||
| GBP thousands | 9,893 | 13,200 | 16,962 |
| Management's approach, additional adjustments: | |||
| Depreciation and amortizations | 527 | 370 | 311 |
| Share-based payment | 2,314 | 2,088 | 2,419 |
| Adjustment of tax expenses or income resulting from all of the | |||
| above adjustments | (359) | (429) | (169) |
| FFO - according to the Management's approach, in GBP | |||
| thousands | 12,375 | 15,229 | 19,523 |
| The following is a breakdown of the FFO according to the Management's approach: |
|||
| NOI | 42,730 | 40,639 | 42,006 |
| Administrative and general expenses | (12,816) | (12,460) | (14,424) |
| Financing expenses | (20,006) | (17,005) | (12,979) |
| Management fee revenue from Brockton Funds | 2,467 | 4,055 | 4,920 |
| FFO - according to the Management's approach, in GBP | |||
| thousands | 12,375 | 15,229 | 19,523 |
| Alony-Hetz's share in FFO - according to the Israel Securities | |||
| Authority's approach, in NIS thousands | 39,208 | 50,142 | 59,441 |
| Alony-Hetz's share in FFO - according to the Management's approach, in NIS thousands |
49,032 | 58,041 | 68,391 |
For additional information regarding the investment in BE, see Chapter D of the Description of the Corporation's Business and Note 6d to the financial statements.
745 Atlantic building - As of the date of the report, the conversion of the 745 Atlantic building from an office building to a life science laboratory building has been completed, with the exception of tenant adaptation work, which is budgeted at USD 34 million. As of the date of publication of this report, no space has been leased yet in the building.
Summer 125 building - Subsequent to the balance sheet date, the main tenant in the building expanded the lease agreement by an additional 100 thousand sq.ft. and extended its total lease agreement by 256 thousand sq.ft. until 2033.
The information included in this section above regarding the adaptation work budget constitutes forward-looking information as defined in Section 32A of the Securities Law.
| FFO – AH Boston | |||
|---|---|---|---|
| USD thousands | |||
| 2024 | 2023 | 2022 | |
| Loss for the year | (136,952) | (139,540) | (105,116) |
| Adjustments: | |||
| Loss from change in fair value of investment property | 142,942 | 152,105 | 117,651 |
| Depreciation and amortizations | 5,202 | 5,835 | 4,555 |
| Loss from changes in fair value or sale of financial instruments | 3,498 | 1,496 | - |
| FFO - according to the Israel Securities Authority's approach | 14,690 | 19,896 | 17,090 |
| FFO - according to the Management's approach | 14,690 | 19,896 | 17,090 |
| The following is a breakdown of FFO according to the Management's approach: |
|||
| NOI | 28,510 | 30,631 | 27,956 |
| Administrative and general expenses | (1,122) | (1,092) | (1,139) |
| Financing expenses | (12,698) | (9,643) | (9,727) |
| FFO - according to the Management's approach | 14,690 (*) | 19,896 | 17,090 |
| Alony-Hetz's share in FFO - according to the Israel Securities Authority's approach, in NIS thousands |
29,869 | 40,351 | 31,604 |
| Alony-Hetz's share in FFO - according to the Management's approach, in NIS thousands |
29,869 | 40,351 | 31,604 |
(*) The amount includes a cash flow deficit of USD 3 million in respect of operating expenses and interest on a project in development (Atlantic 745) that has not yet been leased.
For information regarding AH Boston's financial debt, please see Section 2.4.3 below.
For additional information regarding the investment in AH Boston, please see Chapter C2 of the Description of Corporate Business and Note 6h to the financial statements.
For information regarding Energix's forecast for 2025, please see Section 12 of Chapter 5 of the report on the Description of the Corporation's Business.
• Establishment of the first project and expansion of the storage project backlog - Energix has started construction work on its first stand alone storage project with a capacity of approx. 48 MWh, which is the first storage project in Poland and is expected to reach commercial operation in the second half of 2025. In connection with the above-mentioned project, Energix won a tender in December for the availability of supply of approx. 8.5 MWh starting in 2029, at a price of approx. 265 PLN/KWh index-linked for 17 years. Energix has another stand alone storage project, with a capacity of approx. 53 MWh, which is in advanced initiation and is expected to begin construction in the second half of 2025. In addition, during the reporting period, Energix received connection permits for storage projects with a capacity of approx. 260 MW (approx. 520 MWh), doubling its initial backlog.
• Acquisition of a first project in Lithuania - Subsequent to the date of the report, Energix entered into an agreement to acquire a project for the construction of a wind farm with a capacity of up to 140 MW and a photovoltaic facility with a capacity of up to 330 MWp in Lithuania, which borders Poland, as part of Energix's expansion of operations in Poland. Completion of the transaction is subject to the sellers completing milestones making the project ready for immediate construction within a few months. The project will be acquired for a consideration of approx. EUR 25 million, of which 80% will be paid upon finalization and the remaining 20% upon completion of the actual construction work. If the transaction is finalized, Energix estimates that construction work on the project will begin during the second half of 2025.
That stated in Section 2.3.8 above, in connection with projects under construction and planning, is forward-looking information as defined in Section 32A of the Securities Law, based on information held by Energix and on the assessments and plans of Energix's management and for reasons that are not under Energix's control, such as: receipt of permits, compliance with mandatory deadlines in competitive procedures, changes in the construction costs of systems, unexpected expenses, and more. It may not be realized and/or not in the manner described above.
For additional information regarding Energix's business development in the reporting period and subsequent to the balance sheet date, please see Chapter E of the Description of the Corporation's Business and Notes 7 and 8 to the financial statements.
For additional information regarding the Company's investment in Energix, please see Chapter E of the Description of the Corporation's Business and Note 6e to the financial statements.
| For the year ended December 31 (unaudited) |
|||
|---|---|---|---|
| 2024 2023 |
|||
| NIS thousands | NIS thousands | ||
| Accounting EBITDA | 625,934 | 479,541 | |
| Lease expenses (IFRS 16) | (30,396) | (20,185) | |
| Other revenue/expenses, including initiation expenses | 10,046 | 16,881 | |
| Administrative and general | 135,090 | 91,564 | |
| Total | 740,675 | 567,801 |
The following are the dividends received from the Company's main investments (expanded solo) in 2024 and the projected receipts of dividends for 2025:
| 2024 Actual In NIS millions |
2025 Forecast In NIS millions |
Additional information in the financial statements |
|
|---|---|---|---|
| Amot | 313 | 315 | Note 6c(3) |
| BE | 51 | 48 | Note 6d(3) |
| Energix | 166 | 110 | Note 6e(3) |
| AH Boston | 27 | 29 | |
| Total cash dividend | 557 | 502 | |
| Carr – Dividend Reinvestment Plan24 | 118 | 118 | |
| Total dividend | 675 | 620 |
The dividend receipt forecast for 2025 is calculated in accordance with the declared dividend distribution policy of each of the companies mentioned above, and is based on the Company's existing investment portfolio as of the date of publication of this report.
The above table does not include dividends and returns on investments from the Brockton Funds, which may be received upon realization of their properties.
The main change between the 2025 forecast and the dividends actually received in 2024 stems from an additional dividend distributed by Energix in 2024 in the amount of NIS 55 million (the Company's share).
The Carr dividend listed above for 2025 does not take into account the non-binding understanding to redeem JPM's holdings in Carr, if such is realized. For additional information, see Section 2.3.9 below.
The information on dividend receipts for 2025 constitutes forward-looking information in accordance with Section 32A of the Securities Law, 1968, in view of the fact that there is no certainty that the authorized bodies of the investees will actually approve the dividend distributions, and this is at their sole discretion.
The following are the management fees received by the Company (expanded solo) in 2024 and the projected receipts of management fees for 2025:
| 2024 Actual In NIS millions |
2025 Forecast In NIS millions |
Additional information in the financial statements |
|
|---|---|---|---|
| Amot | 11 | 1125 | Note 6c(4) |
| Energix | 11 | 11 | Note 6e(5) |
| Total | 22 | 22 |
As of December 31, 2024, the Group has cash balances in the amount of approx. NIS 1.5 billion (of which the Company's expanded solo balance is approx. NIS 0.6 billion).
24 As part of the Company's choice to participate in Carr's DRIP program, the dividend amount to which the Company is entitled in Carr remains after its receipt and reinvestment.
25 Subject to approval of the management agreement by the authorized bodies of the Company and Amot, please see Note 6d(4).
In addition, as of December 31, 2024, the Group has unutilized lines of credit26 in the amount of approx. NIS 2.3 billion (of which the Company's expanded solo lines of credit - NIS 550 million). Subsequent to the date of the statement of financial position, a credit line in the amount of NIS 250 million was exchanged for a credit line of NIS 200 million.
As of December 31, 2024, the Company's assets (expanded solo) are not encumbered. The balance of the Company's assets (expanded solo) (not including cash and other current assets) is in the amount of NIS 10.6 billion (a market value of NIS 13.3 billion). As of December 31, 2024, Amot has a balance of unencumbered assets in the amount of approx. NIS 19.9 billion.
As of December 31, 2024, the Group's net financial debt amounted to NIS 20.8 billion, constituting 53.4% of all Group assets, compared to a net financial debt of NIS 20.6 billion, constituting 56.4% of the Group's assets, as of December 31, 2023.
As of December 31, 2024, the Company's (expanded solo) net financial debt amounted to NIS 5.2 billion, constituting 48.5% of the Group's total assets (expanded solo), compared to net financial debt of NIS 5.7 billion, constituting 54.1% of the Company's assets (expanded solo), as of December 31, 2023.
The Company's adjusted leverage rate (expanded solo) based on the stock exchange value of the Company's tradable holdings as of December 31, 2024 and close to the date of publication of the report amounts to 39% and 41.6%, respectively.
During the reporting period, Carr repaid loans totaling USD 209 million (NIS 752 million) through the sale of properties, as detailed in this section above. At the same time, Carr repaid the remaining debt of USD 61 million in respect of the NY 1700 building through the utilization of a credit facility. As of December 31, 2024 and close to the date of publication of the report, Carr's unutilized credit facility balance is approx. USD 225 million, and assuming the exercise of the credit facility extension option, Carr has no loans due until mid-2026.
As of December 31, 2024, Carr and its investees had loans from banking corporations and a utilized credit facility totaling USD 1.3 billion (Carr's share) at a weighted interest rate of 3.98% and for an average duration of 1.84 years.27 Of the above amount, 61.9% bears fixed interest.
26 The amount includes Energix's credit facilities, immediately withdrawable in the amount of NIS 0.5 billion (not including the Aran project loan). 27 Does not include a lease commitment in accordance with IFRS 16 in the amount of USD 148 million in respect of ground lease agreements.
As of December 31, 2024, the Boston Partnerships have long-terms loans, with a balance, as of December 31, 2024, in the amount of approx. USD 366 million (approx. NIS 1.3 billion) at 5.82% weighted interest (after taking into account the interest-fixing transaction).
Subsequent to the reporting period, an agreement in principle was signed that constitutes an outline for a new loan (a replacement for the existing loan, whose balance at the end of 2024 was USD 160 million with a maturity date of July 2025), the amount of which at the time of its issuance will be USD 133 million with a maturity date (including the extension option) of July 2029. According to the agreement, the loan amount may be increased up to a total amount of USD 180 million, depending on the future pace of rentals. The new loan will bear 7% annual interest. In order to obtain the above loan, the Company and Oxford Properties will inject a cumulative total of USD 27 million, which will be used to repay the existing loan.
During the reporting period and subsequent to the balance sheet date, BE entered into three agreements to refinance maturing loans:
For additional information, please see Note 12e to the consolidated financial statements.
As of December 31, 2024 and close to publication of the report, no reason has arisen for the Group's loans and bonds to be made immediately repayable.
For information regarding the Group's reportable substantial credit, please see Chapter F, Section 5.2 in the Description of the Corporation's Business.
For additional information regarding the Group's liabilities, please see Notes 11 and 12 to the financial statements.
28 The cost of establishing the 3 remaining projects with a capacity of approx. 70 MWp, which are in the final construction stages was financed by Energix from its equity and is expected to be returned to Energix against receipt of the tax partner's investment in the 3 projects during the first quarter of 2025.
During the reported period, the Company issued approx. 35 million ordinary shares of NIS 1 PV and approx. 10 million options (Series 16) exercisable for the Company's shares, for total immediate proceeds of approx. NIS 1 billion (and future proceeds, assuming the exercise of the options, of approx. NIS 338 million, subject to adjustments). For additional information, please see Note 17b to the financial statements.
The working capital deficit as of December 31, 2024 amounted to a total of NIS 2 billion in the consolidated financial statements. As of December 31, 2024, the Group has a high balance of unutilized long-term credit facilities and a high balance of unencumbered assets. In view of this, the Company's Board of Directors believes that the existence of a working capital deficit does not indicate a liquidity problem.
In the reporting period, the Group recorded a net profit of approx. NIS 249 million, compared to a net loss of approx. NIS 2,151 million in the corresponding period last year. The portion attributed to the Company's shareholders amounted to a loss of NIS 346 million in the reporting period, compared to a loss attributed to the Company's shareholders of NIS 2,392 million in the corresponding period last year.
In the reporting period, the Group recorded comprehensive income of approx. NIS 118 million, compared to a comprehensive loss of approx. NIS 2,098 million in the corresponding period last year. The portion attributed to the Company's shareholders amounted to a loss of NIS 443 million in the reporting period, compared to a loss attributed to the Company's shareholders of NIS 2,425 million in the corresponding period last year.
For an explanation of the operating results in the reporting period, please see Sections 2.5.2 and 2.5.3 below.
For information regarding property revaluations recorded by the Group in the reporting period, see Section 2.3.3 above.
| 2024 | 2023 | 2022 | Q4.2024 | Q3.2024 | Q2.2024 | Q1.2024 | |
|---|---|---|---|---|---|---|---|
| NIS | NIS | NIS | NIS | NIS | NIS | ||
| thousands NIS thousands | thousands | thousands | thousands | thousands | thousands | ||
| Revenues and profits | |||||||
| Revenue from rental fees and management of | |||||||
| investment property | 1,389,184 | 1,324,063 | 1,219,178 | 352,525 | 360,977 | 344,204 | 331,478 |
| Fair value adjustments of investment property | 607,208 | (926,169) | 685,918 | 293,967 | 301,614 | 84,999 | (73,372) |
| Group share in the losses of associates, net | (540,178) | (1,703,997) | (953,589) | (62,434) | (60,665) | (97,905) | (319,174) |
| Net losses from investments in securities measured | |||||||
| at fair value through profit or loss | (227,508) | (17,299) | (1,351) | (102,182) | (114) | (107,833) | (17,379) |
| Profit from decrease in rate of holding, from | |||||||
| purchase and realization of associates | 23 | 449 | 20,391 | 10 | 1 | 2 | 10 |
| Revenue from sale of electricity and green | |||||||
| certificates | 856,210 | 680,713 | 525,437 | 210,583 | 209,561 | 213,518 | 222,548 |
| Other revenue, net | 26,010 | 1,199 | 2,089 | 21,543 | 811 | 991 | 2,665 |
| 2,110,949 | (641,041) | 1,498,073 | 714,012 | 812,185 | 437,976 | 146,776 | |
| Costs and Expenses | |||||||
| Cost of investment property rental and operation | 180,460 | 168,894 | 146,800 | 46,964 | 47,463 | 48,899 | 37,134 |
| Initiation, maintenance and operation costs of | |||||||
| electricity-generating facilities | 121,400 | 110,801 | 56,141 | 20,123 | 40,145 | 29,450 | 31,682 |
| Depreciation and amortizations | 228,141 | 159,963 | 112,398 | 68,115 | 61,346 | 55,394 | 43,286 |
| Administrative and general | 266,809 | 201,798 | 179,082 | 74,418 | 75,380 | 58,960 | 58,051 |
| Financing expenses, net | 987,298 | 791,525 | 712,644 | 153,111 | 332,776 | 326,895 | 174,516 |
| 1,784,108 | 1,432,981 | 1,207,065 | 362,731 | 557,110 | 519,598 | 344,669 | |
| Profit (loss) before taxes on income | 326,841 | (2,074,022) | 291,008 | 351,281 | 255,075 | (81,622) | (197,893) |
| Income tax expenses (income) | 77,635 | 77,816 | (47,564) | 73,779 | 10,491 | (47,595) | 40,960 |
| Net profit (loss) for the period | 249,206 | (2,151,838) | 338,572 | 277,502 | 244,584 | (34,027) | (238,853) |
| Allocation of net profit (loss) for the period: | |||||||
| Company shareholders' share | (346,199) | (2,392,409) | (281,467) | 90,050 | 43,362 | (139,790) | (339,821) |
| Share of non-controlling interests | 595,405 | 240,571 | 620,039 | 187,452 | 201,222 | 105,763 | 100,968 |
| 249,206 | (2,151,838) | 338,572 | 277,502 | 244,584 | (34,027) | (238,853) |
Revenue from rental fees and management of investment property – amounted to NIS 1,389 million in the reporting period, compared to NIS 1,324 million in the corresponding period last year, an increase of NIS 65 million (approx. 5%).
The increase stems from revenue from Amot properties (approx. NIS 56 million) due to additional revenue from properties whose construction has been completed, and due to additional revenue from identical properties (among other things as a result of occupancy, price increases, and the increase in the CPI).
The remainder of the increase (approx. NIS 9 million) stems from an increase in BE's revenue resulting from the depreciation of the NIS against the GBP in the reporting period.
Fair value adjustment of investment property - In the reporting period, gains from property revaluations were recorded in the amount of NIS 607 million, compared to losses from property revaluations in the amount of NIS 926 million in the reporting period last year, as follows:
In the fourth quarter of 2024, real estate revaluation gains of NIS 294 million were recorded, resulting from revaluation gains of NIS 133 million from Amot and revaluation gains of NIS 160 million from BE.
Group share in the profits of associates, net - The changes between the profit in the reporting period and in the corresponding period last year are mainly due to the following factors:
• Group share in Carr's losses - A loss of NIS 264 million was recorded in the reporting period, compared to a loss of NIS 1,384 million in the corresponding period last year.
The loss in the reporting period is due to a negative value adjustment of Carr's properties in the amount of USD 202 million (the Company's share in the loss before tax - NIS 354 million). The loss in the corresponding period last year is due to a negative value adjustment of Carr's properties in the amount of USD 825 million (the Company's share in the loss before tax - NIS 1,463 million).
In the fourth quarter of 2024, losses from the revaluation of Carr's properties were recorded in the amount of USD 42 million (the Company's share - NIS 155 million).
• Group share in AH Boston's losses - A loss of NIS 284 million was recorded in the reporting period, compared to a loss of NIS 284 million in the corresponding period last year.
The loss in the reporting period is due to a negative value adjustment of AH Boston's properties in the amount of USD 143 million (the Company's share in the loss before tax - NIS 293 million). The loss in the corresponding period last year is due to a negative value adjustment of AH Boston's properties in the amount of USD 152 million (the Company's share in the loss before tax - NIS 310 million).
In the fourth quarter of 2024, gains from the revaluation of AH Boston's properties were recorded in the amount of USD 2.5 million (the Company's share - NIS 5 million).
The revaluations in 2024 resulted mainly from the increase in the discount rate of the properties' projected cash flow (Discount Cash Flow Rate and Terminal Cap Rate).
Net profit (loss) relating to investments in securities measured at fair value through profit and loss – The loss in the reporting period and in the corresponding period last year stems from the fair value adjustment of securities measured at fair value through profit or loss (including Brockton funds). In addition, during the reporting period, the Group recorded a loss of approx. GBP 12 million (NIS 58 million) from the write-off of its entire investment in one of the Brockton Funds, as well as a loss of approx. GBP 34 million (NIS 159 million) from the write-off of the balance of a loan given to one of the Brockton Funds. The losses were recorded to "Net losses from investments in securities measured at fair value through profit or loss". The write-off was made in view of the Group's assessment that the rate and proceeds of sales of luxury apartments in the project held by the Fund are not sufficient to recover the Group's share in the project.
Revenue from sale of electricity and green certificates – Revenue from the sale of electricity and green certificates in the reporting period amounted to NIS 856 million compared to NIS 681 million in the corresponding period last year, an increase of NIS 175 million. The increase stems mainly from an increase in revenue from new facilities that have been connected, mainly in the US and in Israel and Poland.
Financing expenses - Financing expenses in the reporting period amounted to NIS 987 million compared to NIS 792 million in the corresponding period last year, an increase of NIS 195 million. The increase is mainly due to an increase in the Group's financial debt balance as well as an increase in interest rates, net of the impact of the CPI (an increase of 3.43% in the reporting period compared to an increase of 3.34% in the reporting period last year).
Tax expenses - In the reporting period, the Company did not create deferred tax assets due to the fact that they are not expected to be utilized in the near future.
| 2024 | 2023 | 2022 | Q4.2024 | Q3.2024 | Q2.2024 | Q1.2024 | |
|---|---|---|---|---|---|---|---|
| Net profit (loss) for the period | 249,206 | (2,151,838) | 338,572 | 277,502 | 244,584 | (34,027) | (238,853) |
| Profit from investment in Carr | |||||||
| (1) (2) | (21,344) | (65,028) | 181,802 | (20,459) | (17,586) | 8,827 | 7,874 |
| Profit (loss) from investment in | |||||||
| AH Boston properties (1) | (2,443) | (23,673) | 39,205 | 63 | (6,335) | 1,844 | 1,985 |
| Profit (loss) from investment in | |||||||
| BE (1) (3) | (52,143) | 71,939 | 13,514 | (197,501) | 87,596 | 38,581 | 19,182 |
| Profit (loss) from investment in | |||||||
| Energix and others (4) | (57,840) | 69,090 | (16,089) | (78,309) | 6,796 | 8,625 | 5,048 |
| Tax effects | 2,582 | 1,760 | (4,777) | 1,466 | 2,325 | (801) | (408) |
| Other comprehensive income | |||||||
| (loss) for the period | (131,188) | 54,088 | 213,655 | (294,741) | 72,796 | 57,076 | 33,681 |
| Total comprehensive income | |||||||
| (loss) for the period | 118,018 | (2,097,750) | 552,227 | (17,239) | 317,380 | 23,049 | (205,172) |
| Allocation of comprehensive | |||||||
| income (loss) for the period: | |||||||
| Share of Company | |||||||
| shareholders | (443,351) | (2,425,233) | (53,496) | (121,932) | 89,567 | (97,781) | (313,205) |
| Share of non-controlling | |||||||
| interests | 561,369 | 327,483 | 605,723 | 104,693 | 227,813 | 120,830 | 108,033 |
| 118,018 | (2,097,750) | 552,227 | (17,239) | 317,380 | 23,049 | (205,172) |
(1) Profit (loss) from investment in respect of foreign currency - The profit (loss) represents the increase (decrease) in the Company's investments due to changes in the NIS against the investment currencies in the reporting periods presented above. This profit (loss) is presented net of the effect of forward transactions and crosscurrency swap transactions in USD, designated as hedges for investments. In 2024, the NIS depreciated by a rate of 0.5% against the USD and appreciated by 9% against the GBP. In 2023, the NIS depreciated by 3.1% and 9% against the USD and the GBP, respectively.
(4) The loss in the reporting period is mainly due to the effect of exchange rates (net of hedging). In 2023, the profit is mainly due to the effect of exchange rates on Energix (net of hedging) due to the appreciation of the NIS against the USD and the PLN.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| NIS millions | NIS millions | NIS millions | |
| Total cash provided by operating activities | 1,064 | 1,121 | 629 |
| Cash flows used in investing activities | |||
| Investment in investment property and fixed assets | (864) | (656) | (1,159) |
| Proceeds from the realization of investment property, net | 334 | - | - |
| Investment in electricity-generating systems | (1,429) | (2,279) | (1,131) |
| Investment in Boston properties | (124) | (51) | (57) |
| Investment in Carr | - | - | (202) |
| Proceeds from repaid hedging transactions | (388) | (549) | 36 |
| Acquisition of consolidated companies | - | - | (298) |
| Investment in Brockton Funds, net | (69) | - | (4) |
| Repayment (provision) of loans, net | (24) | (61) | 127 |
| Net decrease (increase) in deposits (including encumbered deposits) and realization of tradable securities |
636 | (187) | (407) |
| Other | - | - | 46 |
| Total cash used in investing activities | (1,929) | (3,783) | (3,049) |
| Cash flows provided by financing activities | |||
| Receipt of loans (long-term loans and utilization of short term bank credit) |
2,056 | 3,386 | 244 |
| Proceeds from the issuance of bonds | 555 | 1,972 | 3,037 |
| Repayment of liabilities (long-term loans, bonds and | |||
| repayment of short-term credit) | (2,827) | (1,801) | (1,544) |
| Capital raised by the Company | 1,004 | - | 295 |
| Capital raised by Amot (net of the Company's investment in the issue) |
- | 10 | 487 |
| Capital raised by Energix (net of the Company's investment in | |||
| the issue) | - | 1 | 534 |
| Capital raised by BE (net of the Company's investment in the issue) |
- | 30 | 569 |
| Proceeds from the issue of shares and options to non | |||
| controlling interests | 92 | 220 | - |
| Acquisition of shares from non-controlling interests | (59) | (24) | (38) |
| Payment of dividends to Company shareholders and to non | |||
| controlling interests in consolidated companies | (611) | (695) | (652) |
| Total cash provided by financing activities | 210 | 3,099 | 2,932 |
| Total increase in cash balances in the period | (655) | 437 | 512 |
| Other influences | 5 | 36 | 24 |
| Cash and cash equivalents and designated deposit balance | |||
| at end of period | 1,552 | 2,201 | 1,729 |
| Less designated deposit | (28) | (3) | (34) |
| Cash and cash equivalents at end of period | 1,524 | 2,198 | 1,695 |
| As of December | As of December | |
|---|---|---|
| 31 | 31 | |
| 2024 | 2023 | |
| NIS millions | NIS millions | |
| Equity | 11,633 | 11,064 |
| Less non-controlling interests | (6,219) | (6,062) |
| Equity attributed to Company shareholders | 5,414 | 5,002 |
| NAV per share | 25.18 | 27.83 |
| NNAV per share | 29.65 | 32.78 |
During the reporting period, the capital attributed to the Company's shareholders increased by NIS 0.4 billion. The main changes are as follows:
Composition of the excess assets over liabilities based on the Company's statements (expanded solo) by currency as of December 31, 2024 (in NIS millions):
| As of December 31, 2024 | Assets | Liabilities | Assets, net | % |
|---|---|---|---|---|
| USD | 1,901 | (812) | 1,089 | 20% |
| GBP | 3,211 | (1,449) | 1,762 | 33% |
| Other | 15 | (1) | 14 | 0% |
| Excess assets over liabilities in foreign | ||||
| currency | 5,127 | (2,262) | 2,865 | 53% |
| Excess assets over liabilities in NIS | 6,203 | (3,654) | 2,549 | 47% |
| Equity as of December 31, 2023 | 11,330 | (5,916) | 5,414 | 100% |
The Company's exposure to foreign currency as of the date of this report is approx. NIS 2.8 billion (net exposure of approx. USD 265 million and approx. GBP 407 million).
In March 2025, the Company's Board of Directors adopted a resolution regarding the dividend policy for 2025, according to which the Company intends to pay a dividend during 2025 in a total amount of NIS 96 per share, to be paid in 4 quarterly installments of NIS 24 each quarter (subject to a specific resolution of the Board of Directors at the end of each quarter, taking business considerations into account and in accordance with the provisions of any law).
For information regarding dividends distributed by the Company in 2024, please see Note 17d to the financial statements.
In October 2021, the General Meeting approved a new remuneration policy for Company officers for the years 2022- 2024 in effect from January 1, 2022, which was amended in accordance with the General Meeting's resolution in August 2023 (hereinafter - the "old remuneration policy"). On December 31, 2024, the General Meeting approved a new remuneration policy for Company officers for the years 2025 - 2027 in effect from January 1, 2025 (hereinafter the "new remuneration policy").
The Remuneration Committee and the Board of Directors at their meetings of March 4, 2025 and March 10, 2025, respectively, discussed and determined the annual bonus for the VPs in respect of 2024 according to the old remuneration policy, and the economic value of the capital bonus to be granted to each of the VPs in 2025 according to the new remuneration policy. The Remuneration Committee and the Board of Directors examined, with respect to each VP separately, all the criteria determined in the remuneration policy, and stated, among other things, that:
On October 6, 2021, the General Meeting approved a management agreement with a company owned by Mr. Nathan Hetz, the Company CEO, in accordance with the old remuneration policy, for a period of three years effective January 1, 2022. On November 18, 2024, the Company's Board of Directors decided to extend the management agreement with the Company's CEO for an additional 3 years, until December 31, 2027. For additional information, please see Note 19a to the financial statements and an immediate report published by the Company on November 19, 2024 (Ref: 2024-01- 616687).
29 The Company's bonds include certain restrictions on dividend distribution, in the following cases:
The Company will declare a distribution in an amount exceeding the permitted amount at a time when the Company's equity, including as a result of the distribution, will be lower than an amount in NIS equal to NIS 2.6 billion.
The term "permitted amount" means FFO plus profit from the sale of assets and minus dividends that have been declared, all from the beginning of the calendar year in aggregate. It should be clarified that to the extent that the Company has not distributed the full permitted amount in a particular calendar year, the balance of that amount will be carried forward to subsequent years.
The term "profit from the sale of assets" means the excess of the proceeds (if any), in excess of the historical cost of the assets that have been sold.
The term "distribution" as defined in the Companies Law, as well as the purchase of shares of the Company by the Company and/or a company wholly owned by the Company.
The Company will declare a distribution that would result in the reduction of equity below NIS 2.2 billion.
A distribution by the Company would result in a breach of one or more of the Company's material liabilities according to the Company's trust deeds and bonds.
On October 6, 2021, the General Meeting approved a management agreement with Mr. Aviram Wertheim, Chairman of the Company's Board of Directors (through a company under his ownership), in accordance with the old remuneration policy, for a period of three years effective January 1, 2022, and for as long as he serves as Chairman of the Company's Board of Directors. On December 31, 2024, the General Meeting approved a management agreement with the Chairman of the Board of Directors effective January 1, 2025, and for as long as he serves as Chairman of the Company's Board of Directors. For additional information, please see Note 19b
Regarding the terms of office and employment of the seven officers with the highest remuneration among the senior executives of the Company or of companies under its control (of which three are officers of the Company itself) according to Regulation 21 of the Securities Regulations (Periodic and Immediate Reports) 1970 and for additional information regarding the remuneration terms of two of the Company's officers (VPs), please see Regulation 21 in the Additional Information on the Corporation chapter in the Periodic Report. Regarding the granting of option warrants to officers and employees of the Company, see Note 17e to the financial statements. Regarding the granting of options to directors, please see Note 19c(2) to the financial statements.
In June 2023, the Company published its first ESG Report30 ("First ESG Report"), which reviewed the Group's extensive activities, in the territories in which it operates, in relation to environment, society and corporate governance, in 2021 and 2022.
In the first ESG Report, the Company presented its activities based on the recognition that proper management of environmental risks may yield a business advantage from which it, will benefit, as well as its employees and customers, and increase the trust of the community.
In 2024, the Group continued to work to integrate environmental considerations into the business and management decision-making system of the Group companies.
During 2024 and until the date of publication of the report, the Company carried out in-depth work setting goals for all Group companies in Israel and abroad. The Company is expected to publish a second ESG Report in 2025, which will include the results of the aforementioned work, as well as its environmental data for 2023 and 2024.
From 2006, the Company has been given an ESG rating by Maala. As of the reporting date, the Company is rated at the platinum rating level.
In 2021 - 2024, the Group companies published ESG reports in accordance with accepted international standards.
The Group intends to continue to operate, out of a commitment to environmental and social responsibility, while integrating environmental considerations and environmental risk management into the business and managerial decision-making system of the Group companies, in order to benefit the environment, society and community in which the Group operates.
The Group conducts itself in accordance with procedures and high standards of corporate governance, strict ethical standards in the business conduct and supports a high level of transparency. Among the Group's core values: fair business conduct, managers' responsibility for their employees, maintaining individual confidentiality and privacy, safeguarding employees' rights and family values.
The Company has an ethical code that presents the above core values, and its policy on social, environmental and community issues, which is published on the Company's website.
30 For the first ESG Report, please see the following link: ESG report.
It should be noted that as of December 31, 2024, and as of the date of publication of this report, 5 of the 9 directors who serve on the Company's Board of Directors are independent directors (including external directors).
The Group considers itself as an integral part of the community in which it operates and with this in mind, the Group supports many charities, which share its values, such as: reducing inequality, helping and promoting young people, organizations and initiatives related to health and child education and more. The following are several examples of the Group's activities in this area:
The Group's business results and the value of its properties are affected by the following risk factors:
| Degree of risk factor's impact on the company's activity |
||
|---|---|---|
| High | Moderate | |
| Macro-economic risk factors: | ||
| Interest risks | X | |
| Changes in exchange rates | X | |
| Lack of growth and severe economic recession | X | |
| Changes in the value of tradable securities | X | |
| Regulatory changes in banking, capital markets and taxation | X | |
| Changes in credit provision policy | X | |
| Change in employment rate | X | |
| Changes in inflation rates | X | |
| Industry risk factors: | ||
| Change in the demand for rental space | X | |
| Changes in rental prices | X | |
| Excess speculative construction | X | |
| Increase in capital and debt raising cost | X | |
| Financial strength of tenants | X | |
| Increase in construction input costs, delays in the supply chain for projects in | ||
| initiation | X | |
| Changes in electricity prices and in the price of green certificates | X | |
| Changes in the regulatory environment in which Energix operates | X | |
| Compliance with the conditions required for receiving tax benefits in the US | X | |
| Market risk | ||
| Cyber risks (please see Section 4.3 below) | X | |
| Weather conditions, seasonality and climate change | X | |
| Geopolitical risks including security risks | X | |
| Environmental risks (please see ESG Report published by the Company) | X |
For information regarding interest, inflation and currency exposure risks, see Note 23 to the financial statements.
The Company has various information systems for which it estimates that the amount of damage that could be caused to it as a result of a cyber attack is not high. Nevertheless, from time to time the Company is assisted by information security consultants, and implements tools and systems aimed at protecting against cyber threats, loss of information, the risk of information hijacking and destruction by malicious parties, and works to back up information and the ability to recover quickly in the event of a cyber event.
During the reporting period, the Company continued to strengthen the resilience of its information security system in order to reduce the risk of hostile elements infiltrating its internal information systems and computer network. At the same time, it should be clarified that there can be no certainty regarding the Company's ability to completely prevent cyber events.
The Company's cyber risk management policy is managed by the Information Systems Manager, reporting to the Company's VP Finance. As part of the Company's cyber risk management policy, the Company periodically conducts a comprehensive cyber risk survey, on the basis of which a plan is built to reduce exposures, procedures are updated, and additional protection tools are implemented as needed. The Company conducts ongoing activities to raise employee awareness of the latest cyber risks. It should be noted that the Company does not have any officers and/or board members with cyber expertise.
During 2024 and until the date of the report, no cyber incident occurred and no high-risk cyber problems or highimpact cyber issues were found in the Company's operations.
Income-generating property - The Group companies operating in the field of income-generating property have various databases that contain both confidential and personal information in relation to their customers. Failure and/or an information security event in relation to the systems used by the Group companies and in which such information is stored, may affect their ongoing activities, their customers, the provision of the services provided by them and their reputation. However, the Group estimates that the extent of the damage that may be caused to it by a cyber attack is not high.
Renewable energy - Energix, a renewable energy company, has operational systems (OT) and organizational information systems (IT). Any damage to Energix's OT systems may expose it to delays and disruptions in the supply of electricity generated at its facilities and/or cause damage to the information in its possession and/or damage its reputation. Energix has procedures for dealing with cyber risks, including an incident response procedure that includes a first-responder team.
Each of the Group companies works according to policy and procedures to secure the information accumulated in their systems and, for that purpose, is assisted by information security consultants, who operate in accordance with instructions and under the supervision of the relevant company's Information Systems Manager. The Group companies work to implement technological and organizational measures, including work procedures, to secure information from unauthorized discovery and/or use and/or loss of information, including dealing with cyber attacks and recovery in the event of an attack. However, there is no certainty regarding the Group companies' ability to completely prevent cyber attacks
During 2024 and until the date of the report, no cyber incidents occurred in the Group companies and no high-risk or high-impact cyber issues were found in the Group companies.
The risks mentioned in Section 4 above are the risks that, according to the Company management's estimates, may have a specific impact on the Company due to the nature and scope of its activities. It should be noted that other risks that are not necessarily specific to a company of this type may have an influence on the Company, including risks of war, hostilities, regulation risks, changes in fiscal policy, economic crises and geopolitical crises in countries in which the Group operates.
As of the date of publication of this report, the Company's Board of Directors has 9 directors: The following are changes that occurred in the Company's Board of Directors during 2024:
The Company's Board of Directors determined that considering the international activities of the Group, and the Company as a holding company, it is desirable that at least four Company directors have accounting and financial expertise ("the minimum number"). This was determined in view of the Company's managerial and financial complexity, its diverse areas of activity and the markets in which it operates, the amounts of its financial assets and liabilities, and the need to maintain adequate control over financial reporting and internal audit procedures. In the opinion of the Board of Directors, the minimum number constitutes an additional layer that strengthens the fulfillment of its duties and responsibilities under the law.
As of December 31, 2024 and as of the date of publication of this report, 8 of the members of the Board of Directors have accounting and financial expertise - Mr. Aviram Wertheim, Mr. Nathan Hetz, Prof. Zvi Eckstein, Mr. Ilan Gifman, Dr. Samer Haj-Yehia, Ms. Batsheva Moshe, Ms. Roni Patishi-Chillim and Mr. Shlomi Shuv.
For information regarding the qualifications, education and experience of the above directors, based on which the Company considers them to have accounting and financial expertise, please see Regulation 26 of the Additional Information Chapter on the Corporation.
| Attendance rate | Attendance rate at | Attendance rate at | |||
|---|---|---|---|---|---|
| of the Board of Directors at 93%, as follows: | |||||
| During 2024, 10 meetings of the Company's Board of Directors were held, with the average attendance of members |
| Name of Director | Attendance rate at Board meetings |
Attendance rate at Audit Committee meetings |
Attendance rate at Financial Statements Review Committee meetings |
Attendance rate at Remuneration Committee meetings |
|---|---|---|---|---|
| Aviram Wertheim | 100% | N/R | N/R | N/R |
| Nathan Hetz | 100% | N/R | N/R | N/R |
| Zvi Eckstein | 70% | 100% | 100% | 100% |
| Amos Yadlin31 | 89% | 100% | N/R | 100% |
| Rony Patishi-Chillim | 100% | 100% | 100% | 100% |
| Shlomi Shuv | 100% | 100% | 100% | 100% |
| Adva Sharvit | 80% | N/R | 100% | N/R |
| Ilan Gifman 32 | 100% | N/R | N/R | N/R |
| Batsheva Moshe 33 | 100% | N/R | N/R | N/R |
| Samer Haj-Yehia 34 | N/R | N/R | N/R | N/R |
During the reporting year, the Company's Board of Directors held a discussion on the management of the corporation's business by the CEO and his subordinate officers, without their presence.
31 Mr. Amos Yadlin ended his service on November 22, 2024.
32 Mr. Ilan Gifman commenced service on October 9, 2024.
33 Ms. Batsheva Moshe commenced service on November 18, 2024.
34 Dr. Samer Haj-Yehia commenced service on December 31, 2024 and therefore, he did not participate in meetings of the Company's Board of Directors and its committees during 2024.
As of the date of publication of this report, the Company has not adopted the provision in the First Addendum to the Companies Law regarding the rate of independent directors, according to which, among other things, a publiclyowned company that does not have a controlling shareholder or the holder of a controlling block may establish instructions in its articles of association stating that a majority of the members of its Board of Directors must be independent directors.
In this regard, "independent director" means a director who meets qualification requirements for the appointment of an independent director set in Section 240 (b) through (f) of the Companies Law, who has been approved by the Audit Committee, and who has not served as a Company director for over nine consecutive years, and in this regard a gap in their service of no longer than two years will not be seen as ending the continuity of their service.
5 members of the Board of Directors (3 of which are external directors) are independent directors.
In May 2012 for the first time, the Company adopted an internal enforcement plan regarding securities, which was updated from time to time and most recently in August 2024, following a compliance survey. The Company's enforcement plan was prepared and is updated and implemented in accordance with the criteria for an effective enforcement plan, which were published by the Securities Authority on August 15, 2011.
According to the Company's policy on donations, it regularly allocates up to 1.4% of the Group's annual profits (not including the real estate value adjustment and capital gains component) for contributions to the community that are mainly dedicated for mainly intended for supporting, educating and helping disadvantaged youths.
As part of this policy, during 2024 the Group contributed a total of approx. NIS 5.4 million to non-profits and organizations with the aforementioned goals (2023: NIS 8 million; 2022: NIS 7 million).
To the best of the Company's knowledge, and according to a review conducted, the relationships between entities to whom the amount of contributions in 2024 exceeded NIS 50 thousand, and the Company and/or a Director and/or the CEO, are as follows:
36 The Company donated NIS 960 thousand to the Lasova Association in 2024.
35. In the reporting year, an examination was conducted with the external directors and the independent directors, and they were found to be in compliance with the provisions of Section 240(b) and (f) of the Companies Law regarding the absence of affiliation and that they comply with the conditions required for serving as an external/independent director, as relevant.
.37 The Group donated NIS 260 thousand in 2024 to the Society for the Advancement of Education in Tel Aviv-Yafo.
The Company's management has adopted principles for regulating its communication with analysts, capital market professionals and journalists ("contact persons"), recognizing the importance of providing relevant information on the one hand and complying with the provisions of the law on the other. The following is a summary of these principles, which are an integral part of the Company's administrative enforcement plan:
Regarding events subsequent to the balance sheet date, see Note 26 to the financial statements.
For information regarding bonds issued by the Company and regarding the rating reports, please see Appendix E below.
The Company's Board of Directors would like to thank the holders of Company securities for the confidence they have shown in the Company.
| Nathan Hetz | Aviram Wertheim | ||
|---|---|---|---|
| Director and CEO | Chairman of the Board of Directors |
Appendix A – Financial Information, Expanded Solo
Appendix B – Balance Sheet of Linkage Bases for Monetary Balances
Appendix C – Information regarding the Company's Internal Auditor
Appendix D – Information regarding the Company's Accountant
Appendix E – Information regarding Bonds Issued by the Company
Appendix F – Information regarding a material asset, in accordance with the proposed amendment to the Securities Regulations to establish "Disclosure Guidance regarding Investment Real Estate Activities" from December 2023.
Appendix G – Separate Financial Statement of the Corporation in accordance with Regulation 9C and Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970
Appendix H – FFO Adjusted to the Company's Liabilities
The Company's expanded solo financial statements are the Company's condensed financial statements presented in accordance with IFRS principles, except for the investments in Amot, in Energix and in Brockton Everlast, which are presented on an equity basis instead of consolidating their financial statements with those of the Company (all other investments are presented unchanged from the statements presented in accordance with IFRS principles). These Statements do not constitute separate financial statements as defined in International Accounting Standard IAS 27, and are not part of the information whose publishing is required in accordance with the securities laws. Nevertheless, the Company's management believes that analysts, investors, shareholders and bondholders may obtain valuable information from the presentation of this data.
| As of | As of | |
|---|---|---|
| December 31 | December 31 | |
| 2024 | 2023 | |
| NIS thousands | NIS thousands | |
| Current assets | ||
| Cash and cash equivalents | 641,761 | 1,024,887 |
| Other accounts receivable | 38,533 | 34,811 |
| Total current assets | 680,294 | 1,059,698 |
| Non-current assets | ||
| Securities measured at fair value through profit or loss | 218,459 | 165,385 |
| Investments in investees | 10,415,263 | 10,418,144 |
| Others | 15,534 | 4,149 |
| Total non-current assets | 10,649,256 | 10,587,678 |
| Total assets | 11,329,550 | 11,647,376 |
| Current liabilities | ||
| Short-term credit and current maturities of long-term liabilities | 378,454 | 611,159 |
| Other accounts payable | 295,661 | 363,011 |
| Total current liabilities | 674,115 | 974,170 |
| Non-current liabilities | ||
| Bonds and long-term loans | 5,180,764 | 5,495,383 |
| Deferred taxes | 11,541 | 26,663 |
| Others | 49,554 | 149,103 |
| Total non-current liabilities | 5,241,859 | 5,671,149 |
| Equity | 5,413,576 | 5,002,057 |
| Total liabilities and equity | 11,329,550 | 11,647,376 |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| NIS thousands | NIS thousands | NIS thousands | |
| Revenues | |||
| Group share in the losses of associates, net | (13,211) | (2,163,614) | (371,066) |
| Profit from decrease in rate of holding, from purchase and realization of investees |
23 | 449 | 2,293 |
| Net profit, relating to investments in long-term securities held for sale |
(11,443) | (10,289) | (7,018) |
| Other revenue, net | 22,296 | 21,136 | 18,766 |
| (2,335) | (2,152,318) | (357,025) | |
| Expenses | |||
| Administrative and general | 39,136 | 32,138 | 35,210 |
| Financing expenses, net | 271,169 | 230,861 | 142,218 |
| 310,305 | 262,999 | 177,428 | |
| Loss before taxes on income | (312,640) | (2,415,317) | (534,453) |
| Income tax expenses (income) | 33,559 | (22,908) | (252,986) |
| Loss for the period | (346,199) | (2,392,409) | (281,467) |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| NIS thousands | NIS thousands | NIS thousands | |
| Group share in the profits (losses) of associates, net | |||
| Group share in Amot's equity income | 468,064 | 4371,116 | 629,677 |
| Group share in Energix's equity income | 169,761 | 130,138 | 122,215 |
| Group share in Carr's equity losses | (263,716) | (1,383,740) | (780,842) |
| Group share in AH Boston's equity losses | (277,752) | (284,180) | (187,566) |
| Group share in Brockton's equity losses | (104,164) | (993,819) | (151,653) |
| Other | (5,404) | (3,129) | - |
| Total profits (losses) of associates, net | (13,211) | (2,163,614) | (375,025) |
| 2024 2023 |
2022 | ||||
|---|---|---|---|---|---|
| NIS millions | NIS millions | NIS millions | |||
| Revenue from dividends(*) | 675 | 671 | 621 | ||
| Management fees - investees | 22 | 21 | 18 | ||
| Financing expenses, net | (189) | (175) | (128) | ||
| Administrative and general | (33) | (32) | (34) | ||
| Current taxes | (21) | (19) | (18) | ||
| Total cash flow from the Company's operating activities |
454 | 466 | 459 | ||
| Cash flow from the Company's financing activities per share |
2.39 | 2.59 | 2.61 |
(*) Including a DRIP plan in Carr in the amount of NIS 118 million, NIS 117 million and NIS 98 million for the years 2024, 2023 and 2022, respectively. For information regarding dividend income, please see Section 2.3.9 above.
| Bonds | Bank loans | Total | |||||
|---|---|---|---|---|---|---|---|
| NIS | NIS | ||||||
| thousands | NIS thousands | thousands | % | ||||
| Current maturities | 359,474 | 22,535 | 382,009 | 7 | |||
| Second year | 359,474 | - | 359,474 | 6 | |||
| Third year | 359,474 | - | 592,680 | 6 | |||
| Fourth year | 943,396 | - | 943,396 | 16 | |||
| Fifth year | 943,396 | - | 943,396 | 16 | |||
| Sixth year onward | 2,838,834 | - | 2,838,834 | 49 | |||
| Total repayments | 5,804,048 | 22,535 | 5,826,583 | 100 | |||
| Others | 87,435 | ||||||
| Balance of liabilities related to financial derivative transactions | 152,860 | ||||||
| Total financial debt (taking into account the value of financial derivative | |||||||
| transactions) | 6,066,879 |
For information regarding the Company's total financial debt (expanded solo) as of December 31, 2024, please see Section 2.4.3 above.
| As of December 31, 2024, | In NIS | Adjustments - | ||||||
|---|---|---|---|---|---|---|---|---|
| in | Unlinked | In NIS | In USD | Non-monetary | ||||
| NIS thousands | NIS | CPI-Linked | United States | In GBP | Other | Total | items | Total |
| Current assets | ||||||||
| Cash and cash | ||||||||
| equivalents | 620,192 | - | 6,473 | 946 | 14,151 | 641,762 | - | 641,762 |
| Other accounts | ||||||||
| receivable | 19,066 | - | 359 | - | 75 | 19,500 | 19,033 | 38,533 |
| Total current assets | 639,258 | - | 6,832 | 946 | 14,226 | 661,262 | 19,033 | 680,295 |
| Non-Current Assets | ||||||||
| Securities measured at | ||||||||
| fair value through profit | ||||||||
| or loss | 5 | - | - | 218,454 | - | 218,459 | - | 218,459 |
| Investments in | ||||||||
| associates | - | - | - | - | - | - | 10,415,263 | 10,415,263 |
| Others | 13,582 | - | - | - | - | 13,582 | 1,952 | 15,534 |
| Total non-current assets | 13,587 | - | - | 218,454 | - | 232,041 | 10,417,215 | 10,649,256 |
| Total assets | 652,845 | - | 6,832 | 219,400 | 14,226 | 893,303 | 10,436,248 | 11,329,551 |
| Current liabilities | - | |||||||
| Short-term credit and | ||||||||
| current maturities of | ||||||||
| long-term liabilities | 378,454 | - | - | - | - | 378,454 | - | 378,454 |
| Other payables | 231,811 | 31,107 | 95 | - | - | 263,013 | 32,648 | 295,661 |
| Total current liabilities | 610,265 | 31,107 | 95 | - | - | 641,467 | 32,648 | 674,115 |
| Non-current liabilities | - | |||||||
| Bonds and long-term | ||||||||
| loans | 4,123,397 | 1,057,367 | - | - | - | 5,180,764 | - | 5,180,764 |
| Deferred tax liabilities | - | - | - | - | - | - | 11,541 | 11,541 |
| Others | 48,502 | - | 912 | - | - | 49,414 | 140 | 49,554 |
| Total non-current | ||||||||
| liabilities | 4,171,899 | 1,057,367 | 912 | - | - | 5,230,178 | 11,681 | 5,241,859 |
| Total liabilities | 4,782,164 | 1,088,474 | 1,007 | - | - | 5,871,645 | 44,329 | 5,915,974 |
| Excess assets over | ||||||||
| liabilities (liabilities over | ||||||||
| assets) | (4,129,319) | (1,088,474) | 5,825 | 219,400 | 14,226 | (4,978,342) | 10,391,919 | 5,413,577 |
| Financial derivatives | 2,509,988 | (250,000) | (811,458) | (1,448,530) | - | - | - | - |
| Excess financial assets | ||||||||
| over financial liabilities | ||||||||
| (financial liabilities over | ||||||||
| financial assets) | (1,619,331) | (1,338,474) | (805,633) | (1,229,130) | 14,226 | (4,978,342) | 10,391,919 | 5,413,577 |
| Distribution of non | ||||||||
| monetary assets | ||||||||
| (liabilities), net – by | ||||||||
| linkage basis | 304,309 | 5,201,362 | 1,894,453 | 2,991,735 | 59 | 10,391,918 | (10,391,918) | - |
| Excess assets over | ||||||||
| liabilities (liabilities over | ||||||||
| assets) | (1,315,022) | 3,862,888 | 1,088,820 | 1,762,605 | 14,285 | 5,413,576 | 1 | 5,413,577 |

Auditor's name: Yisrael Gewirtz of Fahn Kanne Control Management Ltd.
Start of term in office: May 23, 2017.
Appointment: The appointment of the current internal auditor (who is an internal auditor from the same firm as the Company's previous internal auditor) was approved by the Audit Committee at its May 16, 2017 meeting and by the Company's Board of Directors at its May 23, 2017 meeting. The firm of Fahn Kanne Control Management Ltd. was selected (at the August 18, 2010 meeting of the Board of Directors) from a number of candidates whose candidacy was examined by the Audit Committee, while assigning a great deal of significance to the fact that Fahn Kanne Control Management Ltd. is a reputable and experienced company with a large number of employees with expertise in internal audits.
Auditor's qualifications: The Auditor has a degree in Accounting and Economics from Bar Ilan University and certification in Risk Management Assurance (CRMA). The Auditor is a CPA and a CIA (Certified Internal Auditor).
The auditor provides internal auditor services as an external entity through Fahn Kanne Control Management Ltd. The above company, which is a subsidiary of Fahn Kanne & Co. (Grant Thornton Israel), is a company engaged in control and auditing services for over 30 years, which employs approx. 100 dedicated employees: accountants, internal auditors (CIA), information systems auditors (CISA) and embezzlement auditors (CFE).
Scope of employment: In 2024, the internal auditor invested 220 hours in the audit work he carried out in the Company. The internal auditor serves as the internal auditor at the consolidated company Energix – Renewable Energies Ltd., where he is directed by the Energix Audit Committee, while Amot Investments Ltd. has a separate internal auditor directed by the Amot Investments Ltd. Audit Committee.
In recent years, the internal auditor's audit plan is an annual plan, and is derived from a multi-year plan.
The annual audit plan is approved by the Audit Committee after discussion of the Auditor's proposal. The annual planning of audit tasks, setting of priorities and audit frequency are affected by the following factors:
The exposure to risk of activities and operations, the probability of the existence of managerial and administrative deficiencies, findings from previous audits, subjects in which audits are required by administrating bodies, legally mandated subjects, according to internal or external procedural directives and the need for maintaining recurring cycles.
The work plan is received and approved by the Audit Committee at the end of each year for the following year or at the beginning of each year for the current year.
On November 16, 2022, the Audit Committee approved a multi-year work plan for the years 2023-2026, subject to a new risk survey (which was carried out). At its meeting on November 12, 2024, the Audit Committee approved the work plan for 2025 (within the three-year work plan framework), which includes the following topics: (a) Control over public investees - Amot; (b) General procurement (including travel abroad); (c) Employee options; (d) Information systems - information security.
The internal auditor may not deviate from the work plan determined, at his sole discretion.
In the period from January 1, 2024 until the publication of this report, the following internal auditor reports were submitted in writing to the Company and the Audit Committee and discussed:
| Subject of the report | Date of submission in writing to the |
Date of discussion in Audit Committee |
Work hours dedicated |
The report refers to the Company's activity / the |
|---|---|---|---|---|
| Control over public investees - Energix |
May 2024 | 19.5.2024 | 60 | The Company's activity in Israel |
| Control over public investees - BE - Review of implementation of recommendations |
May 2024 | 19.5.2024 | 20 | The Company's activity in and outside of Israel |
| Financial exposures | August 2024 | 12.11.2024 | 60 | The Company's activity in Israel |
| Transactions with interested parties |
August 2024 | 12.11.2024 | 80 | The Company's activity in Israel |
Significant corporate holdings – the audit plan addresses the management of the Company's holdings in corporations that constitute significant holdings controlled by the corporation, with the exception of the consolidated companies Amot Investments Ltd. and Energix Renewable Energies Ltd., which maintain a separate internal auditors.
Professional standards – The internal auditor is in compliance with all conditions determined in Section 3(a) of the Internal Audit Law, 1992 ("the Audit Law"). The internal auditor, according to his statement, conducts the internal audit in accordance with accepted professional standards, as stated in Section 4(b) of the Audit Law. The Auditor is complies with Section 146(b) of the Companies Law, 1999 and Section 8 of the Audit Law.
The Auditor's organizational supervisor – The Company's CEO.
The scope, nature and continuity of the internal auditor's activity and work plan – To the best of the Company Board of Directors' knowledge, the nature and continuity of the Auditor's activities and work plan are reasonable under the circumstances and are able to achieve the goals of the corporation's audit.
Free access for the internal auditor – The internal auditor is provided free access as stated in Section 9 of the Audit Law, 1992, which includes constant and direct access to the corporation's information systems, including financial data.
Remuneration - The Auditor's fees for 2024 amounted to approx. NIS 56 thousand. Remuneration for the audit work is according to the internal auditor's working hour budget. There are no concerns that the remuneration detailed above, which derives from the auditor's actual work hour budget, may influence the application of the auditor's professional judgment.
The following are the fees for the Company's auditing accountants and for its significant consolidated companies:
| 2024 | 2024 | 2023 | 2023 | |||
|---|---|---|---|---|---|---|
| Company name | Accountants | Audit and |
Other services |
Audit and tax |
Other services |
|
| Alony-Hetz Properties and | Brightman Almagor Zohar | NIS | 650 | 119 | 693 | 44 |
| Amot Investments (Ltd.) | Brightman Almagor | NIS | 763 | 77 | 763 | 389 |
| Eilot Companies Group (*) | Ziv Haft Accountants | NIS | 673 | 115 | 634 | 43 |
| Energix Renewable Energies | Brightman Almagor | NIS | 850 | 365 | 850 | 95 |
| Energix Renewable Energies | Deloitte Poland | EUR | 180 | - | 100 | - |
| Energix Renewable Energies | Deloitte USA | USD | 310 | - | 285 | - |
| Brockton Everlast Inc. | Deloitte UK | GBP | 362 | 9 | 343 | 56 |
At the beginning of 2024, the Financial Statements Review Committee examined the planned scope of work of the Company's auditing accountant and his proposed wage for 2024, taking the Company's size and the complexity of its statements into consideration. The Company's Board of Directors approved the wage of the Company's auditing accountant for auditing activity in 2024. The Financial Statements Examination Committee was satisfied, immediately prior to the Company Board of Directors' approval of the 2024 Periodic Report, that the extent of the work of the auditing accountant and his wage in the reporting year are sufficient for performing auditing and reviewing work appropriate for the financial statements in the reporting year.
The following are details regarding the Company's bonds as of December 31, 2024 (in NIS thousands)38
| NIS thousands | Bonds (Series I) | Bonds (Series J) | Bonds (Series K) | Bonds (Series L) | Bonds (Series M) | Bonds (Series O) | |
|---|---|---|---|---|---|---|---|
| 1 | Initial issuance date | December 1, 2015 | December 1, 2015 | August 11, 2019 | August 11, 2019 | September 12, 2022 | September 12, 2022 |
| 2 | Par value on issuance date | 275,000 | 275,000 | 200,932 | 400,730 | 290,176 | 248,542 |
| 3 | Par value as of December 31, 2024 | 467,593 | 600,164 | 160,746 | 2,054,943 | 1,361,803 | 1,050,480 |
| 4 | Par value linked to December 31, 2024 |
N/R | N/R | N/R | N/R | N/R | 1,129,078 |
| 5 | Value in the financial statements as of December 31, 2024 (at amortized cost) |
472,839 | 602,525 | 159,230 | 1,940,208 | 1,300,497 | 1,057,367 |
| 6 | Stock exchange value as of December 31, 2024 |
475,963 | 615,228 | 147,918 | 1,873,286 | 1,361,803 | 1,170,176 |
| 7 | Accrued interest as of December 31, 2024 |
15,100 | 3,426 | 3,587 | 41,541 | 56,429 | 24,245 |
| 8 | Interest rate / Fixed annual margin | 3.85% | 2.24% above Bank of Israel interest rate, as it will be from time to time |
2.66% | 2.41% | 4.94% | 2.56% |
| 9 | 39 Materiality of the Series |
Yes | Yes | No | Yes | Yes | Yes |
| 10 | Principal payment dates (from the initial issuance date) |
8 annual payments: the four (4) first payments of 10% of the principal each will be paid on February 28 of each of the years 2020-2023; and four (4) payments of 15% of the principal, each, will be repaid on February 28 of each of the years 2024- 2027. |
Four (4) annual payment of 25% of the principal, to be paid on February 28 of each of the years 2024-2027. |
6 annual payments, in cash or in Company shares, according to the Company's absolute discretion - please see Section 13 of bonds, in the following years and at the following rates: (1) 10% of the PV principal of the bonds (Series K) in each of the years 2022 and 2023; (2) 25% of the PV principal of |
6 annual payments in the following years and at the following rates: (1) 10% of the PV principal of the bonds (Series K) in each of the years 2022 and 2023; (2) 25% of the PV principal of the bonds (Series K) in each of the years 2028 and 2029, and (3) 15% of the PV principal of the bonds (Series K) in |
10 equal payments at a rate of 10% each payment on February 28 of each of the years 2028 to 2037, inclusive. |
10 equal payments at a rate of 10% each payment on February 28 of each of the years 2028 to 2037, inclusive. |
.38 Not including bonds issued by Amot Investments Ltd. and Energix Renewable Energies Ltd.
.39 The bond series is material if the amount of the Company liabilities according to it as of the end of the reporting period constitutes 5% or more of the Company's total liabilities as presented in the data stated.
| NIS thousands | Bonds (Series I) | Bonds (Series J) | Bonds (Series K) | Bonds (Series L) | Bonds (Series M) | Bonds (Series O) | |
|---|---|---|---|---|---|---|---|
| the bonds (Series K) in each of the years 2028 and 2029, and (3) 15% of the PV principal of the bonds (Series K) in each of the years 2030 and 2031; |
each of the years 2030 and 2031; |
||||||
| 11 | Principal payment dates | February 28 of each of the years 2016-2027 (inclusive). |
Four payments per year, on February 28, May 31, August 31 and November 30 of each of the years 2016-2027 (inclusive) |
February 28 of each of the years 2020-2031 (inclusive) The interest will be paid either in cash from February 22, 2022 or in Company shares, at the absolute discretion of the Company (please see Section 13 below). |
February 28 of each of the years 2020-2031 (inclusive) |
February 28 of each of the years 2023-2037 (inclusive) |
February 28 of each of the years 2023-2037 (inclusive) |
| 12 | Linkage base (principal and interest) | Unlinked | Unlinked | Unlinked | Unlinked | Unlinked | CPI for July 2022 |
| 13 | Conversion right | None | None | As of February 28, 2022, the Company may, at its absolute and exclusive discretion, pay the principal and/or the interest, with its shares, all as detailed in Section 7 of the Bond. |
None | None | None |
| 14 | Main conversion conditions | N/R | N/R | The Company's absolute discretion |
N/R | N/R | N/R |
| 15 | Guarantee for payment of the liability |
None | None | None | None | None | None |
| 16 | Early redemption | In the event of a decision by the TASE's Board of Directors to terminate trading due to a decline in the value of the series, in |
(1) In the event of a decision by the TASE's Board of Directors to terminate trading due to a decline in the value of |
In the event of a decision by the TASE's Board of Directors to terminate trading due to a decline in the |
In the event of a decision by the TASE's Board of Directors to terminate trading due to a decline in the |
In the event of a decision by the TASE's Board of Directors to terminate trading due to a decline in the |
In the event of a decision by the TASE's Board of Directors to terminate trading due to a decline in the |
| NIS thousands | Bonds (Series I) | Bonds (Series J) | Bonds (Series K) | Bonds (Series L) | Bonds (Series M) | Bonds (Series O) | |
|---|---|---|---|---|---|---|---|
| accordance with TASE guidelines, as well as at the Company's initiative upon the occurrence of certain events that constitute grounds for immediate repayment, as detailed in Section 6.2 of the deed of trust. |
the series, in accordance with TASE guidelines; or (2) at the Company's initiative upon the occurrence of certain events that constitute grounds for immediate repayment; or (3) according to a decision by the Company's Board of Directors, as detailed in Section 6.2 of the deed of trust. |
value of public holdings in the series as specified in section 6.1 of the deed of trust, in accordance with the stock exchange's instructions, as well as at the Company's initiative, the occurrence of certain event constitutes grounds for immediate repayment as specified in Section 6.2 of the deed of trust. |
value of public holdings in the series as specified in section 6.1 of the deed of trust, in accordance with the stock exchange's instructions, as well as at the Company's initiative, the occurrence of certain event constitutes grounds for immediate repayment as specified in Section 6.2 of the deed of trust. |
value of public holdings in the series as specified in section 6.1 of the deed of trust, in accordance with the stock exchange's instructions, as well as at the Company's initiative, the occurrence of certain event constitutes grounds for immediate repayment as specified in Section 6.2 of the deed of trust. |
value of public holdings in the series as specified in section 6.1 of the deed of trust, in accordance with the stock exchange's instructions, as well as at the Company's initiative, the occurrence of certain event constitutes grounds for immediate repayment as specified in Section 6.2 of the deed of trust. |
||
| 17 | Liens in favor of bondholders | None45 | None44 | None43 | None42 | None41 | None40 |
| 18 | Limitations on the creation of additional liens |
The Company will not create floating liens on all of its assets (negative pledge), unless it contacts the trustee in writing prior to creating the lien and inform him about it and create, along with the creation of the lien for the third party, a floating lien on the same level, pari passu, |
The Company will not create floating liens on all of its assets (negative pledge), unless it contacts the trustee in writing prior to creating the lien and inform him about it and create, along with the creation of the lien for the third party, a floating lien on the same level, pari |
The Company will not create floating liens on all of its assets (negative pledge), unless it contacts the trustee in writing prior to creating the lien and inform him about it and create, along with the creation of the lien for the third party, a floating lien on the |
The Company will not create floating liens on all of its assets (negative pledge), unless it contacts the trustee in writing prior to creating the lien and inform him about it and create, along with the creation of the lien for the third party, a floating lien on the |
The Company will not create floating liens on all of its assets and all of its existing and future rights (negative pledge), unless it contacts the trustee in writing prior to creating the lien and inform him about it and create, along with the creation of the lien |
The Company will not create floating liens on all of its assets and all of its existing and future rights (negative pledge), unless it contacts the trustee in writing prior to creating the lien and inform him about it and create, along with the creation of the lien |
40. The Company may, under certain circumstances, provide liens in favor of the bondholders (Series O) instead of complying with certain stipulations, as long as the grounds for immediate repayment have materialized according to the above circumstances. Reference is hereby made to Section 5.4 of the deed of trust.
41. The Company may, under certain circumstances, provide liens in favor of the bondholders (Series M) instead of complying with certain stipulations, as long as the grounds for immediate repayment have materialized according to the above circumstances. Reference is hereby made to Section 5.4 of the deed of trust.
42. The Company may, under certain circumstances, provide liens in favor of the bondholders (Series L) instead of complying with certain stipulations, as long as the grounds for immediate repayment have materialized according to the above circumstances. Reference is hereby made to Section 5.4 of the deed of trust.
43. The Company may, under certain circumstances, provide liens in favor of the bondholders (Series K) instead of complying with certain stipulations, as long as the grounds for immediate repayment have materialized according to the above circumstances. Reference is hereby made to Section 5.4 of the deed of trust.
44. The Company may, under certain circumstances, provide liens in favor of the bondholders (Series J) instead of complying with certain stipulations, as long as the grounds for immediate repayment have materialized according to the above circumstances. Reference is hereby made to Section 5.4 of the deed of trust.
45. The Company may, under certain circumstances, provide liens in favor of the bondholders (Series I) instead of complying with certain stipulations, as long as the grounds for immediate repayment have materialized according to the above circumstances. Reference is hereby made to Section 5.4 of the deed of trust.
| NIS thousands | Bonds (Series I) | Bonds (Series J) | Bonds (Series K) | Bonds (Series L) | Bonds (Series M) | Bonds (Series O) | |
|---|---|---|---|---|---|---|---|
| in favor of the bondholders (Series I). |
passu, in favor of the bondholders (Series J). |
same level, pari passu, in favor of the bondholders (Series K). |
same level, pari passu, in favor of the bondholders (Series L). |
for the third party, a floating lien on the same level, pari passu, in favor of the bondholders (Series M). |
for the third party, a floating lien on the same level, pari passu, in favor of the bondholders (Series O). |
||
| 19 | Limitations regarding the authority to issue additional bonds |
None | None | None | None | None | None |
| 20 | Lien validity period | N/R | N/R | N/R | N/R | N/R | N/R |
| 21 | Bond conditions for changing, releasing, replacing or canceling a lien |
In this regard, please see Section 5.4 of the deed of trust |
In this regard, please see Section 5.4 of the deed of trust |
In this regard, please see Section 5.4 of the deed of trust |
In this regard, please see Section 5.4 of the deed of trust |
In this regard, please see Section 5.4 of the deed of trust |
In this regard, please see Section 5.4 of the deed of trust |
| 22 | Changes in the bond conditions regarding liens during the reporting period |
No changes occurred | No changes occurred | No changes occurred | No changes occurred | No changes occurred | No changes occurred |
| 23 | The manner in which the changes were approved |
N/R | N/R | N/R | N/R | N/R | N/R |
| 24 | Did the Company, during and at the end of the reporting year, comply with all the conditions and obligations according to the deed of trust |
Yes | Yes | Yes | Yes | Yes | Yes |
| 25 | Have the conditions for the immediate repayment of the bonds or the realization of the guarantees been met |
No | No | No | No | No | No |
| 26 | Description of the breach (if any) | N/R | N/R | N/R | N/R | N/R | N/R |
| 27 | Was the Company was required to take various actions by the trustee |
No | No | No | No | No | No |
| 28 | Name of Trust Company Name of Series Supervisor Address Telephone |
Reznik Paz Nevo Trusts Ltd. Michal Avatlion, Attorney at Law 14 Yad Harutzim St., Tel Aviv. 03-6389200 |
Reznik Paz Nevo Trusts Ltd. Michal Avatlion, Attorney at Law 14 Yad Harutzim St., Tel Aviv. 03-6389200 |
Reznik Paz Nevo Trusts Ltd. Michal Avatlion, Attorney at Law 14 Yad Harutzim St., Tel Aviv. 03-6389200 |
Reznik Paz Nevo Trusts Ltd. Michal Avatlion, Attorney at Law 14 Yad Harutzim St., Tel Aviv. 03-6389200 |
Reznik Paz Nevo Trusts Ltd. Michal Avatlion, Attorney at Law 14 Yad Harutzim St., Tel Aviv. 03-6389200 |
Reznik Paz Nevo Trusts Ltd. Michal Avatlion, Attorney at Law 14 Yad Harutzim St., Tel Aviv. 03-6389200 |
| NIS thousands | Bonds (Series I) | Bonds (Series J) | Bonds (Series K) | Bonds (Series L) | Bonds (Series M) | Bonds (Series O) | |
|---|---|---|---|---|---|---|---|
| 29 | Holders' meetings | On July 19, 2017, a holders' | On July 19, 2017, a | On July 14, 2021, a | On July 14, 2021, a | On July 10, 2024, a | On July 10, 2024, a |
| meeting was held to | holders' meeting was | holders' meeting was | holders' meeting was | holders' meeting was | holders' meeting was | ||
| approve the trustee's term | held to approve the | held to approve the | held to approve the | held to approve the | held to approve the | ||
| of service. | trustee's term of service. | trustee's term of |
trustee's term of |
trustee's term of |
trustee's term of |
||
| service. | service. | service. | service. | ||||
| 30 | Rating | ||||||
| Rating Agency | Maalot | Maalot | Maalot | Maalot | Maalot | Maalot | |
| Rating on the issuance date | AA- Stable outlook | AA- Stable outlook | AA- Stable outlook | AA- Stable outlook | AA- Stable outlook | AA- Stable outlook | |
| 46 Rating as of December 31, 2024 |
AA- Negative outlook | AA- Negative outlook | AA- Negative outlook | AA- Negative outlook | AA- Negative outlook | AA- Negative outlook | |
| Rating Agency | Midroog | Midroog | Midroog | Midroog | Midroog | ||
| Rating on the issuance date | Aa3 Stable Outlook | Aa3 Stable Outlook | - | Aa3 Stable Outlook | Aa3 Stable Outlook | Aa3 Stable Outlook | |
| 47 Rating as of December 31, 2024 |
Aa3 Stable Outlook | Aa3 Stable Outlook | - | Aa3 Stable Outlook | Aa3 Stable Outlook | Aa3 Stable Outlook |
For a current rating report by Maalot, the Israeli Securities Rating Company Ltd., please see the immediate report dated April 18, 2024 (Ref: 2024-01-039472) and the rating report dated August 27, 2024 (Ref: 2024-01-097486). And the rating report dated December 15, 2024 (Ref: 2024-01-624406).
The information detailed in the above immediate reports was included in this report by way of reference.
46. in January 2012, Maalot announced the ratification of its ilA rating with a stable outlook for the Company's bonds in circulation and for the raising of debt through a new bond series. In January 2013, Maalot announced that it was raising the Company's rating to A+ with a stable outlook. In October 2014, Maalot ratified its ilA+ rating for the bond series in circulation and raised the outlook from stable to positive. In December 2014, Maalot confirmed its rating of ilA+ with a positive outlook for the bond series in circulation. In May 2015, Maalot announced that it was raising the Company's rating to ilAA- with a stable outlook. In November 2015, Maalot determined its rating of ilAA- with a stable outlook for the issue of new bonds (Series I and Series J). In July 2019, Maalot determined its rating of ilAA- with a stable outlook for the issue of new bonds (Series K and Series L). In September 2022, Maalot determined its rating of ilAA- with a stable outlook for the issue of new bonds (Series M), (Series N) and (Series O). In April 2024, Maalot informed the Company of an update to the rating outlook to negative.
47. In January 2012, Midroog announced the ratification of its A1 rating with a stable outlook for the Company's bonds in circulation and for the raising of debt through a new bond series. In January 2014, Midroog announced that it was ratifying the rating of ilA for the Company and for the bond series in circulation, and raising the outlook from stable to positive. In December 2014, Midroog announced that it would be raising the rating of thee bonds in circulation from A1 with a positive outlook to Aa3 with a stable outlook. In November 2015, Midroog determined its rating of ilAa3 with a stable outlook for the issue of new bonds (Series I and Series J). In July 2019, Midroog determined its rating of ilAa3 with a stable outlook for the issue of new bonds (Series L). In September 2022, Midroog determined its rating of ilAa3 with a stable outlook for the issue of new bonds (Series M), (Series N) and (Series O). In April 2024, Midroog informed the Company of an update to the rating outlook from stable to negative. In addition, Midroog assigned the Company an issuer rating of Aa3.il with a negative rating outlook.
| Parameters | 31/12/2024 |
|---|---|
| Subject of the valuation | Investment property |
| Property name | Dovetail Building |
| Property location | Houndsditch, London, EC3 |
| Holding structure in the property | BE holds 100% indirectly in the property |
| Property acquisition date | March 2019 |
| Identity of valuer | John Barham - Cushman & Wakefield |
| Type of valuer | Cushman & Wakefield – Mr. John Barham, Certified Valuer since 1989, registered as a Valuer on behalf of RICS (Royal Institute of Certified Reviewers). Mr. Barham has specialized in valuations of income-generating properties in central London since 2000. He serves as Team Head of Income-Generating Property Valuation in Central London at C&W. The team is regularly responsible for property valuations amounting to approx. GBP 100 billion in central London. Mr. Barham has signed reports on the properties - British Land (Broadgate and Canada Water), properties held by "Ho Bee Land, The Walkie Talkie", and Nuveen's Central London Office Fund assets. |
| Independent valuer? | Independent - External valuer as defined by the RICS |
| Indemnity agreement? | No |
| Validity date of the valuation (the date to which the appraisal refers) |
31.12.2024 |
| Valuation model | Extraction method |
| Main Use | Offices |
| 202450 | ||
|---|---|---|
| Cumulative cost at end of year (including | ||
| land) in GBP millions | 138 | |
| Fair value at end of year in GBP millions | 135 | |
| Book value at end of year in NIS millions | 620 | |
| Revaluation gains in GBP millions | 14 | |
| Completion rate | Non-material |
| Parameters | 2024 | |
|---|---|---|
| Estimated construction budget (not | ||
| including the land cost) | GBP 530 million | |
| Expected NOI upon full occupancy | GBP 45 million | |
| Rent free months | 24-36 | |
| Discount rate | 5% | |
| Entrepreneurial profit rate over cost | 15% | |
| Rental area | 462 sq.ft. | |
| Rate of property areas for which binding | ||
| leases were signed at end of year | - | |
| Main use | Offices | |
| Date of project start | H1/2024 | |
| Date of project end | H2/2029 |
49. In accordance with the proposed amendment to the Securities Regulations to establish "Disclosure Guidance regarding Investment Real Estate Activities" from December 2023.
50. The property was classified as property in development as of December 31, 2024, and therefore the disclosure regarding a material property in development was provided as of this date.
The Company chose not to attach a separate financial statement in accordance with Regulation 9C and Regulation 38D of the Securities Regulations (Periodic and Immediate Reports) 1970, since, according to its judgement, the separate financial statement does not add material information to the information contained in the annual financial statements and/or the quarterly financial statements of the Corporation that were presented in accordance with Regulation 9 and Regulation 38, as the case may be.
The FFO is an index commonly-used in the United States and in Europe to provide additional information on the results of the operations of real estate companies, providing an appropriate basis for comparisons between incomegenerating property companies. the FFO reflects net income, with the neutralization of profits (or losses) from the sale of properties and/or from property revaluations, depreciation and amortization and deferred taxes. This index presents the Company's cash generating capability from regular and ongoing activities in the reporting period.
In the calculation of the FFO in the income-generating real estate activity (in the investees mentioned below), exchange rate differences and linkage difference expenses in respect of CPI-linked bonds and loans were not included because, in the opinion of the investees' managements, those expenses do not reflect cash flow from regular ongoing activities (hereinafter - "FFO according to the Management Approach").
According to the position of the Securities Authority, FFO data according to the Securities Authority's approach has been added, in addition to the FFO according to the management's approach. The FFO according to the Securities Authority's approach includes, among other things, the exchange rate differences and the linkage difference expenses for index-linked bonds and loans (hereinafter - "FFO according to the Securities Authority's approach").
For information regarding the FFO of the investees Amot, BE, Carr and AH Boston, please see Sections 2.34, 2.35, 2.36 and 2.37, respectively.
It should be noted that throughout this periodic report (of which this Board of Directors' Report forms a part), whenever the "FFO" is mentioned, it refers to the FFO according to management's approach unless expressly stated otherwise.
The Company has committed, in the trust deeds of its bond series and in credit agreements with financing entities, to financial covenants based on the calculation of FFO as stipulated in the trust deeds and in the aforementioned credit facility agreements. The following is the calculation of the FFO for the purpose of examining compliance with the criteria to which the Company has committed in the trust deeds for the Company's bonds (Series I, J, K, L, M and O) and the credit facility agreements in which the Company has engaged (please see Section 5.2.2 of the report on the Description of the Corporation's Business) as well as within the framework of its remuneration policy. It should be emphasized that the FFO presented below is not according to the Securities Authority approach to calculating FFO, as published by the Authority on January 16, 2025.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| NIS thousands | NIS thousands | NIS thousands | |
| Company shareholders' share in net income (loss) for the | |||
| period | (346,199) | (2,392,409) | (281,467) |
| Adjustments to profit and loss: | |||
| Fair value adjustments of investment property | (607,208) | 926,169 | (685,918) |
| Company share in real estate revaluations and other non-FFO items in investees |
702,641 | 1,892,409 | 1,117,433 |
| Profit from decrease in rate of holding, from purchase | |||
| and realization of investees | (23) | (449) | (20,391) |
| Net losses (profits) from investments in securities | |||
| measured at fair value through profit or loss | 231,945 | 17,299 | 1,351 |
| Others (mainly depreciation and amortizations) (*) | 208,458 | 168,145 | 108,427 |
| Non-FFO financing expenses (mainly linkage differences | |||
| and exchange rate differences) | 354,889 | 317,157 | 369,399 |
| Non-FFO deferred taxes and current taxes, net | (15,835) | (3,800) | (111,843) |
| Share of non-controlling interests in the above | |||
| adjustments to FFO | 7,557 | (324,468) | 115,961 |
| FFO - according to the Management's approach | 536,225 | 600,053 | 612,952 |
| The sources of the FFO are as follows: | |||
| Revenues | |||
| Investment property NOI | 1,208,724 | 1,152,065 | 1,071,118 |
| NOI from the sale of electricity (**) | 693,658 | 560,965 | 451,570 |
| Group's share in Carr's FFO without real estate | |||
| revaluations | 110,216 | 120,792 | 109,082 |
| Group's share in AH Boston's FFO without real estate | |||
| revaluations | 29,899 | 40,351 | 31,605 |
| Group's share in FFO of associates in Amot and in | |||
| Brockton Everlast | 22,348 | 27,269 | 23,155 |
| Other revenues | 30,498 | 1,199 | 2,281 |
| Total revenues | 2,095,343 | 1,902,641 | 1,688,811 |
| Expenses | |||
| Real financing, net | (632,409) | (474,368) | (343,245) |
| Administrative and general | (245,391) | (181,565) | (164,257) |
| Current taxes | (93,470) | (81,616) | (64,279) |
| Share of non-controlling interests attributed to operating activities |
(587,848) | (565,039) | (504,078) |
| Total expenses | (1,559,118) | (1,302,588) | (1,075,859) |
| FFO - according to the Management's approach | 536,225 | 600,053 | 612,952 |

ALONY HETZ PROPERTIES & INVESTMENTS LTD

| As of December 31 |
As of December 31 |
||
|---|---|---|---|
| 2024 | 2023 | ||
| Note | NIS thousands | NIS thousands | |
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 3a | 1,524,326 | 2,197,677 |
| Deposits and designated deposit | 3d | 30,940 | 641,620 |
| Trade receivables | 115,629 | 115,662 | |
| Current tax assets, net | 20 | 29,777 | 19,632 |
| Other receivables | 3c | 302,817 | 233,731 |
| Assets designated for sale | - | 177,825 | |
| Total current assets | 2,003,489 | 3,386,147 | |
| Non-current assets | |||
| Investment property | 4 | 19,846,080 | 19,369,345 |
| Investment property in development and land rights | 4 | 5,160,484 | 4,349,731 |
| Long-term investments: | |||
| Securities measured at fair value through profit and loss | 5 | 218,459 | 222,222 |
| Investment in companies accounted for using the equity method |
6 | 2,084,985 | 2,550,500 |
| Deferred tax assets | 21 | 233,675 | 209,184 |
| Electricity-generating facilities: | |||
| Connected electricity-generating facilities | 7 | 5,674,033 | 5,216,734 |
| Right-of-use asset | 7 | 617,966 | 511,443 |
| Electricity-generating facilities in development | 8 | 3,620,530 | 2,370,899 |
| Pledged deposits | 9 | 30,005 | 19,942 |
| Fixed assets, net | 120,407 | 117,664 | |
| Other assets | 9 | 437,530 | 407,355 |
| Total non-current assets | 38,044,154 | 35,345,019 | |
| Total assets | 40,047,643 | 38,731,166 |
| As of December 31 | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Note | NIS thousands | NIS thousands | |
| Liabilities and equity | |||
| Current liabilities | |||
| Short-term credit and current maturities of long-term | |||
| loans | 10a | 850,251 | 1,832,563 |
| Current maturities of bonds | 11 | 1,048,061 | 1,292,791 |
| Current maturities of lease liabilities | 2n | 35,808 | 30,617 |
| Current tax liabilities, net | 21 | 133,592 | 174,700 |
| Payables and credit balances | 10b | 1,644,680 | 1,309,356 |
| Deferred revenue for agreement with tax partner | 13 | 228,112 | 186,381 |
| Financial liability for agreement with tax partner | 13 | 47,095 | 34,296 |
| Total current liabilities | 3,987,599 | 4,860,704 | |
| Non-current liabilities | |||
| Bonds | 11 | 14,192,726 | 14,352,564 |
| Loans from banking corporations and financial | |||
| institutions | 12 | 5,991,375 | 4,654,061 |
| Lease liability | 2n | 676,820 | 562,431 |
| Deferred tax liabilities | 20 | 2,038,435 | 1,858,015 |
| Provisions | 16 | 16,483 | 16,483 |
| Other liabilities | 15 | 865,665 | 763,054 |
| Deferred revenue for agreement with tax partner | 13 | 549,025 | 473,343 |
| Financial liability for agreement with tax partner | 13 | 96,989 | 126,388 |
| Total non-current liabilities | 24,427,518 | 22,806,339 | |
| Equity | |||
| Equity attributed to Company shareholders | 17 | 5,413,576 | 5,002,057 |
| Non-controlling interests | 6,218,950 | 6,062,066 | |
| Total equity | 11,632,526 | 11,064,123 | |
| Total liabilities and equity | 40,047,643 | 38,731,166 |
The attached notes constitute an integral part of the Consolidated Financial Statements.
On behalf of the Board of Directors:
| Aviram Wertheim___ | Chairman of the Board of Directors |
|---|---|
| Nathan Hetz ___ | Member of the Board of Directors and CEO |
| Oren Frenkel | ___ Chief Financial Officer |
March 10, 2025
| For the year ended December 31 |
For the year ended December 31 |
For the year ended December 31 |
|||
|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||
| Note | NIS thousands | NIS thousands | NIS thousands | ||
| Revenues and profits | |||||
| Revenues from rental fees and management of | |||||
| investment property | 18a | 1,389,184 | 1,324,063 | 1,219,178 | |
| Fair value adjustments of investment property | 18b | 607,208 | (926,169) | 685,918 | |
| Group share in the profits (losses) of associates, | |||||
| net | 6f | (540,178) | (1,703,997) | (953,589) | |
| Net losses from investments in securities | |||||
| measured at fair value through profit and loss | (227,508) | (17,299) | (1,351) | ||
| Profit from decrease in rate of holding, from | |||||
| purchase and realization of associates | 23 | 449 | 20,391 | ||
| Revenues from sale of electricity and green | |||||
| certificates | 856,210 | 680,713 | 525,437 | ||
| Other revenues, net | 26,010 | 1,199 | 2,089 | ||
| 2,110,949 | (641,041) | 1,498,073 | |||
| Costs and expenses | |||||
| Cost of investment property rental and operation |
18c | 180,460 | 168,894 | 146,800 | |
| Development, maintenance and operation costs | |||||
| of electricity-generating facilities | 121,400 | 110,801 | 56,141 | ||
| Depreciation and amortizations | 228,141 | 159,963 | 112,398 | ||
| Administrative and general | 18d | 266,809 | 201,798 | 179,082 | |
| Financing income | 18f | (92,140) | (96,590) | (80,078) | |
| Financing expenses | 18e | 1,079,438 | 888,115 | 792,722 | |
| 1,784,108 | 1,432,981 | 1,207,065 | |||
| Profit before taxes on income | 326,841 | (2,074,022) | 291,008 | ||
| Income tax expenses (income) | 21 | 77,635 | 77,816 | (47,564) | |
| Net profit for the period | 249,206 | (2,151,838) | 338,572 | ||
| Company shareholders | (346,199) | (2,392,409) | (281,467) | ||
| Non-controlling interests | 595,405 | 240,571 | 620,039 | ||
| 249,206 | (2,151,838) | 338,572 | |||
| Net earnings (loss) per share attributed to | |||||
| Company shareholders (in NIS): | 20 | ||||
| Basic | (1.81) | (13.31) | (1.60) | ||
| Fully diluted | (1.81) | (14.15) | (1.67) | ||
| Weighted average of share capital used in | |||||
| calculation of earnings per share | |||||
| (thousands of shares) | |||||
| Basic | 191,054 | 179,722 | 176,049 | ||
| Fully diluted | 191,054 | 179,722 | 176,049 |
| For the year ended December 31 |
For the year ended December 31 |
For the year ended December 31 |
|---|---|---|
| 2024 | 2023 | 2022 |
| NIS thousands | NIS thousands | NIS thousands |
| 249,206 | (2,151,838) | 338,572 |
| (23,218) | 719,644 | 697,288 |
| (482,816) | ||
| (33,410) | ||
| (26,849) | (18,625) | 32,593 |
| 213,655 | ||
| 552,227 | ||
| (53,496) | ||
| 561,369 | 327,483 | 605,723 |
| 118,018 | (2,097,750) | 552,227 |
| (65,473) (15,648) (131,188) 118,018 (443,351) |
(664,736) 17,805 54,088 (2,097,750) (2,425,233) |
| Share capital |
Share premium |
Receipts on account of options |
Capital reserve from the translation of financial statements for foreign activity |
Capital reserve for employee options and other capital reserves |
Company shares held by the Group |
Retained earnings |
Total attributed to Company shareholders |
Non controlling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of January 1, 2024 | 197,796 | 2,807,638 | - | (569,499) | 431,219 | (589) | 2,135,492 | 5,002,057 | 6,062,066 | 11,064,123 |
| Total comprehensive income for the period |
- | - | - | (67,308) | (29,844) | - | (346,199) | (443,351) | 561,369 | 118,018 |
| Dividend paid to Company shareholders |
- | - | - | - | - | - | (138,152) | (138,152) | - | (138,152) |
| Dividend paid to non-controlling interests in consolidated companies |
- | - | - | - | - | - | - | - | (472,563) | (472,563) |
| Issuance of shares and options | 35,311 | 940,875 | 27,626 | - | - | - | 1,003,812 | 1,003,812 | ||
| Expiry of employee options Allocation of benefit in respect of options to employees and |
- | 3,468 | - | - | (3,468) | - | - | - | - | - |
| officers | - | - | - | - | 4,323 | - | - | 4,323 | 31,038 | 35,361 |
| Issuance of capital in consolidated companies |
- | - | - | - | 1,436 | - | - | 1,436 | 94,113 | 95,549 |
| Acquisition of shares from non controlling interests in a |
||||||||||
| consolidated company | - | - | - | - | (16,549) | - | - | (16,549) | (57,073) | (73,622) |
| Balance as of December 31, 2024 | 233,107 | 3,751,981 | 27,626 | (636,807) | 387,117 | (589) | 1,651,141 | 5,413,576 | 6,218,950 | 11,632,526 |
| Share capital |
Share premium |
Capital reserve from the translation of financial statements for foreign activity |
Capital reserve for employee options and other capital reserves |
Company shares held by the Group |
Retained earnings |
Total attributed to Company shareholders |
Non controlling interests |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|
| Balance as of January 1, 2023 | 197,796 | 2,795,162 | (551,365) | 478,680 | (589) | 4,790,295 | 7,709,979 | 5,881,441 | 13,591,420 |
| Total comprehensive income for the period | - | - | (18,134) | (14,690) | - | (2,392,409) | (2,425,233) | 327,483 | (2,097,750) |
| Dividend paid to Company shareholders | - | - | - | - | - | (262,394) | (262,394) | - | (262,394) |
| Dividend paid to non-controlling interests in consolidated companies |
- | - | - | - | - | - | - | (432,386) | (432,386) |
| Expiry of employee options | - | 12,476 | - | (5,711) | - | - | 6,765 | (6,765) | - |
| Allocation of benefit in respect of options to employees and officers |
- | - | - | 4,148 | - | - | 4,148 | 35,534 | 39,682 |
| Issuance of capital in consolidated companies | - | - | - | 1,521 | - | - | 1,521 | 63,329 | 64,850 |
| Sale of shares to non-controlling interests in a consolidated company |
- | - | - | (2,928) | - | - | (2,928) | 222,918 | 219,990 |
| Acquisition of shares from non-controlling interests in a consolidated company |
- | - | - | (29,801) | - | - | (29,801) | (29,488) | (59,289) |
| Balance as of December 31, 2023 | 197,796 | 2,807,638 | (569,499) | 431,219 | (589) | 2,135,492 | 5,002,057 | 6,062,066 | 11,064,123 |
The attached notes constitute an integral part of the Consolidated Financial Statements.
| Share capital |
Share premium |
Capital reserve from the translation of financial statements for foreign activity |
Capital reserve for employee options and other capital reserves |
Company shares held by the Group |
Retained earnings |
Total attributed to Company shareholders |
Non controlling interests |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|
| Balance as of January 1, 2022 | 192,112 | 2,514,378 | (746,743) | 309,109 | (589) | 5,369,907 | 7,638,174 | 4,191,390 | 11,829,564 |
| Total comprehensive income for the period | - | - | 195,378 | 32,593 | - | (281,467) | (53,496) | 605,723 | 552,227 |
| Dividend paid to Company shareholders | - | - | - | - | - | (298,145) | (298,145) | - | (298,145) |
| Dividend paid to non-controlling interests in consolidated companies |
- | - | - | - | - | - | - | (353,586) | (353,586) |
| Issuance of capital | 5,319 | 265,863 | - | - | - | - | 271,182 | - | 271,182 |
| Exercise of employee options | 365 | 14,921 | - | (1,661) | - | - | 13,625 | - | 13,625 |
| Allocation of benefit in respect of options to employees and officers |
- | - | - | 3,518 | - | - | 3,518 | 25,179 | 28,697 |
| Issuance of capital in consolidated companies | - | - | - | 165,559 | - | - | 165,559 | 1,425,392 | 1,590,951 |
| Acquisition of shares from non-controlling interests in a consolidated company |
- | - | - | (30,438) | - | - | (30,438) | (12,657) | (43,095) |
| Balance as of December 31, 2022 | 197,796 | 2,795,162 | (551,365) | 478,680 | (589) | 4,790,295 | 7,709,979 | 5,881,441 | 13,591,420 |
| For the year | For the year | For the year | |
|---|---|---|---|
| ended | ended | ended | |
| December 31 | December 31 | December 31 | |
| 2024 | 2023 | 2022 | |
| NIS thousands | NIS thousands | NIS thousands | |
| Cash flows - Operating activities | |||
| Net profit (loss) for the period | 249,206 | (2,151,838) | 338,572 |
| Net income (expenses) not entailing cash flows | |||
| (Appendix A) | 1,051,783 | 3,147,558 | 876,508 |
| 1,300,989 | 995,720 | 1,215,080 | |
| Changes in working capital (Appendix B) | (236,656) | 124,977 | (585,917) |
| Net cash provided by operating activities | 1,064,333 | 1,120,697 | 629,163 |
| Cash flows - Investing activities | |||
| Investment in fixed assets and investment property | |||
| (including investment property in development) | (864,383) | (655,762) | (1,158,580) |
| Proceeds from the realization of investment property, net | |||
| of tax | 333,570 | ||
| Investment in electricity-generating systems | (1,428,938) | (2,279,175) | (1,131,008) |
| Investment in associates | (124,240) | (51,213) | (258,340) |
| Decrease (increase) in pledged deposit and restricted | |||
| cash | 636,054 | (587,164) | (7,222) |
| Repayment of loans provided to associates, net | 4,000 | 3,950 | 112,886 |
| Repayment (provision) of loans to others | (28,167) | (65,254) | 13,730 |
| Decrease (increase) in deposits and tradable securities, | |||
| net | - | 400,000 | (400,000) |
| Cash from forward transactions and options designated | |||
| for hedging | (388,117) | (549,292) | 35,592 |
| Proceeds from the realization of long-term securities and | |||
| securities held for sale, net of tax, including tax refund | - | - | 20,000 |
| Net investment in investment property funds | (68,598) | - | (4,418) |
| Acquisition of consolidated companies (Appendix E) | - | - | (298,057) |
| Others | - | 353 | 25,932 |
| Net cash used in investing activities | (1,928,819) | (3,783,557) | (3,049,485) |
| Cash flows - Financing activities | |||
| Proceeds from the Group's bond issue, net | 555,078 | 1,972,385 | 3,037,381 |
| Repayment of bonds | (1,299,833) | (1,299,986) | (1,180,892) |
| For the year ended |
For the year ended |
For the year ended |
|
|---|---|---|---|
| December 31 | December 31 | December 31 | |
| 2024 | 2023 | 2022 | |
| NIS thousands | NIS thousands | NIS thousands | |
| Receipt of long-term loans, net of capital raising | |||
| expenses paid | 2,055,653 | 2,503,494 | 243,872 |
| Repayment of long-term loans | (978,682) | (501,831) | (360,725) |
| Proceeds from the issue of shares and options | 1,003,812 | - | 294,672 |
| Proceeds from the issue of shares and options to non | |||
| controlling interests in consolidated companies | 92,154 | 41,457 | 1,591,266 |
| Sale of shares to non-controlling interests in | |||
| consolidated companies, net | - | 219,990 | - |
| Acquisition of shares and options from non-controlling | |||
| interests in consolidated companies, net | (58,961) | (24,243) | (38,138) |
| Increase (decrease) in short-term credit and in utilized | |||
| long-term credit facilities from banks | (548,551) | 882,905 | (3,820) |
| Dividend paid to Company shareholders | (138,152) | (262,394) | (298,145) |
| Dividend paid to non-controlling interests in consolidated | |||
| companies | (472,563) | (432,386) | (353,586) |
| Net cash provided by financing activities | 209,955 | 3,099,391 | 2,931,885 |
| For the year ended December 31 |
For the year ended December 31 |
For the year ended December 31 |
|
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| NIS thousands | NIS thousands | NIS thousands | |
| Increase (decrease) in cash and cash equivalents | (654,531) | 436,531 | 511,563 |
| Cash and cash equivalents at beginning of period | 2,197,677 | 1,694,701 | 1,163,289 |
| Balance of designated deposit at beginning of period | 3,627 | 34,435 | 30,443 |
| Effect of changes in exchange rates on foreign currency cash balances |
5,484 | 35,637 | 23,841 |
| Cash and cash equivalents and designated deposit at end of period |
1,552,257 | 2,201,304 | 1,729,136 |
| Less - Balance of designated deposit at end of period | 27,931 | 3,627 | 34,435 |
| Total cash and cash equivalents | 1,524,326 | 2,197,677 | 1,694,701 |
| For the year ended December 31 |
For the year ended December 31 |
For the year ended December 31 2022 |
|
|---|---|---|---|
| 2024 | 2023 | ||
| NIS | |||
| NIS thousands | NIS thousands | thousands | |
| Adjustments required to present cash flows from operating activities |
|||
| a. Expenses (income) not entailing cash flows: | |||
| Fair value adjustment of investment property and profit from its | |||
| realization | (607,209) | 926,169 | (685,919) |
| Net profits from changes in holding rate and from realization of | |||
| investments in investees | (23) | (449) | (20,391) |
| Differences from adjustments, interest and discounting in respect of | |||
| long-term liabilities and cash balances | 474,223 | 324,327 | 496,504 |
| Loss (profit) from fair value adjustment of financial assets at fair value | |||
| through profit and loss | 222,102 | (719) | (1,570) |
| Company share in results of associates, net of dividends and capital | |||
| reductions received | 569,073 | 1,733,948 | 993,100 |
| Deferred taxes, net | 170,419 | (46,511) | (42,419) |
| Depreciation and amortizations | 200,666 | 165,273 | 112,406 |
| Allocation of benefit in respect of share-based payment | 24,222 | 34,069 | 25,261 |
| Others, net | (1,690) | 11,451 | (464) |
| 1,051,783 | 3,147,558 | 876,508 | |
| b. Changes in asset and liability items (changes in working capital): | |||
| Decrease (increase) in trade receivables and in other receivables | (49,116) | (2,754) | (138,811) |
| Decrease (increase) in current tax assets, net | (5,839) | 30,103 | (52,369) |
| Increase (decrease) in payables and credit balances | (26,432) | (10,169) | (16,018) |
| Increase (decrease) in current tax liabilities, net | (156,805) | 110,149 | (372,972) |
| Purchase of CAP options | 1,536 | (2,352) | (5,747) |
| (236,656) | 124,977 | (585,917) | |
| c. Non-cash activity | |||
| Increase in provision for evacuation and restoration against systems in | |||
| development | 18,796 | 64,055 | - |
| Investment of non-controlling interests | - | 20,820 | - |
| Exercise of employee options against receivables | 12,353 | 10,189 | - |
| Investment in electricity-generating systems against supplier credit and payables |
855,213 | 440,014 | 49,294 |
| Realization of investment property against receivables | 8,250 | - | - |
| For the year ended |
For the year ended |
For the year ended |
|
|---|---|---|---|
| December 31 | December 31 | December 31 | |
| 2024 | 2023 | 2022 | |
| NIS | |||
| NIS thousands | NIS thousands | thousands | |
| Increase in right-of-use asset against lease liabilities | 134,076 | 123,421 | 160,706 |
| Investment in real estate and fixed assets against other payables and credit balances |
61,761 | 24,882 | 24,473 |
| d. Additional information | |||
| Interest paid | 593,261 | 559,420 | 404,206 |
| Interest received | 83,458 | 54,977 | 9,249 |
| Taxes paid (*) | 89,588 | 74,297 | 406,979 |
| Taxes received (**) | 11,739 | 14,696 | 22,831 |
| Dividend and capital reductions received | 21,017 | 27,459 | 55,786 |
(*) The taxes paid in 2022 include a payment in the amount of NIS 362 million, which are payments on account of tax arrangements of the Company and a subsidiary (for additional information, see Note 21).
(**) The taxes received in 2022 include a tax refund in the amount of NIS 20 million, classified as an investing activity.
| For the year ended December 31 |
For the year ended December 31 2023 |
For the year ended December 31 2022 |
|
|---|---|---|---|
| 2024 | |||
| NIS thousands |
NIS thousands |
NIS thousands |
|
| e. Acquisition of companies consolidated for the first time | |||
| 1. Acquisition of buildings through the acquisition of house companies |
|||
| Amounts recognized on the acquisition date in respect of assets and liabilities: |
|||
| Investment property | - | - | 532,061 |
| Loans from banking corporations and financial institutions | - | - | (258,434) |
| Derivative financial instruments | - | - | 32,573 |
| Working capital | - | - | (8,143) |
| - | - | 298,057 | |
| Net cash flow | |||
| Total proceeds | - | - | 298,057 |
| - | - | 298,057 |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.