
Amot Investments Ltd.
Ramat Gan, December 1 2024
To The Securities Authority www.isa.gov.il
To The Tel Aviv Stock Exchange Ltd. www.tase.co.il
Re: Results of offering according to shelf offering report (which also constitutes purchase offer specifications) by way of swap purchase offer
In accordance with Section 30 of the Securities Law, 1968, Section 5 of the Securities Regulations (Purchase Offers), 2000 and the Securities Regulations (Notice on the Results of the Offer in the Prospectus), 1969, the Company is hereby honored to announce the results of the offering in accordance with the Company's shelf offering report (which also constitutes a shelf offering specification) by way of exchange purchase offers, from November 24 2024 and an amendment to it from November 25 2024 (reference no.: 2024-01-618262 and 2024-01- 618536, respectively) (hereinafter "the Offer Report") according to the shelf prospectus published by the Company on May 18, 2022 (bearing a date of May 18, 2022) the validity of which was extended on May 12, 2024 by an additional 12-month period, meaning until May 18, 2025.
The following was proposed within the framework of the offer report:
- That all holders of the Company's debentures (Series D), purchase from them an amount of between NIS 0 NV and NIS 500,000,000 NV Company debentures (Series D)1 , held by them, meaning an amount constituting between 0% and 47.52% of the total notational value of the outstanding debentures (Series D) as of this report, by way of an exchange purchase offer, this in return for an offering by way of expanding the series of Company debentures (Series I), according to a swap rate that will be determined in the tender and which will not exceed a maximum swap ratio of 1.156 (hereinafter: "Series D Tender") and the amount decided but at the Company's sole discretion, which shall be within the range of amounts, all
1 Subject to the minimum restriction set in the offer report.
subject to the terms as detailed in the offering report (hereinafter: "Swap Purchase Offer D").
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- That all holders of the Company's debentures (Series E) purchase from them an amount of between NIS 0 NV and NIS 434,085,160 NV Company debentures (Series E)1 , held by them, meaning an amount constituting between 0% and 100% of the total notational value of the outstanding debentures (Series E) as of this report, by way of an exchange purchase offer, this in return for an offering by way of expanding the series of Company debentures (Series J), according to a swap rate that will be determined in the tender and which will not exceed a maximum swap ratio of 0.984 (hereinafter: "Series E Tender") and the amount decided but at the Company's sole discretion, which shall be within the range of amounts, all subject to the terms as detailed in the offering report (hereinafter: "Swap Purchase Offer E").
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- Swap Purchase Offer D and Sap Purchase Offer E were not guaranteed by underwriting.
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- The Series D Tender and Series E Tender are separate and independent of each other.
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- The final acceptance date for each of the swap purchase offers was set for Sunday December 1, 2024 at 14:30.
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- The following are the results of the Series D Tender:
- 6.1. Pursuant to Tender D, offers were received to swap NIS 622,332,015.4 NV debentures (Series D) constituting 59.15% of the total outstanding debentures (Series D). The Company decided to accept the offer to swap NIS 500,000,000 NV debentures (Series D) constituting 47.52% of the total outstanding debentures (Series D).
- 6.2. The swap ratio of the debentures (Series D) set in the tender is 1.148 (hereinafter:"the Uniform Swap Ratio for Series D"), meaning for each NIS 1 NV debentures (Series D) delivered to the Company in accordance with the offer report, the Company will allocate 1.148 NIS NV debentures (Series I).
- 6.3. According to the terms of the swap purchase and in accordance with the results of the tender, a total of NIS 574,000,000 NV debentures (Series I) will be allocated, for NIS 500,000,000 NV debentures (Series D), which will be distribute between the bidders whose offer has been accepted, as follows:
- 6.3.1. 509 orders to replace NIS 397,537,129.65 NV debentures (Series D) in which a swap ratio was set that was lower than the Uniform Swap Ratio for Series D – were accepted in full.
- 6.3.2. 6 orders to replace NIS 123,500,000 NV debentures (Series D) in which a swap ratio was set that was equal to the Uniform Swap Ratio for Series D – were
accepted at a rate of 82.97% and in practice, NIS 102,462,870.35 NV debentures (Series D) will be replaced from them.
- 6.3.3. 34 orders to replace NIS 101,294,885.75 NV debentures (Series D) in which a swap ratio was set that was higher than the Uniform Swap Ratio for Series D – were not accepted.
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- The following are the results of the Series E Tender:
- 7.1. Pursuant to Tender E, offers were received to swap NIS 143,885,976.84 NV debentures (Series D) constituting 33.15% of the total outstanding debentures (Series E). The Company decided to accept the offer to swap NIS 107,326,190.51 NV debentures (Series E) constituting 24.72% of the total outstanding debentures (Series E).
- 7.2. The swap ratio of the debentures (Series E) set in the tender is 0.976 (hereinafter: "the Uniform Swap Ratio for Series E"), meaning for each NIS 1 NV debentures (Series E) delivered to the Company in accordance with the offer report, the Company will allocate NIS 0.976 NV debenture (Series J).
- 7.3. According to the terms of the swap purchase and in accordance with the results of the tender, a total of NIS 104,750,361.94 NV debentures (Series J) will be allocated, for NIS 107,326,190.51 NV debentures (Series E), which will be distribute between the bidders whose offer has been accepted, as follows:
- 7.3.1. 95 orders to replace NIS 99,083,190.84 NV debentures (Series E) in which a swap ratio was set that was lower than the Uniform Swap Ratio for Series E – were accepted in full.
- 7.3.2. 7 orders to replace NIS 8,242,999.67 NV debentures (Series E) in which a swap ratio was set that was equal to the Uniform Swap Ratio for Series E – were accepted in full
- 7.3.3. 121 orders to replace NIS 36,559,786.33 NV debentures (Series E) in which a swap ratio was set that was higher than the Uniform Swap Ratio for Series ED – were not accepted.
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- In accordance with that stated in Section 16 of the offer report, the Company will publish in an immediate report, no later than the end of the first day of trade after the replacement date in practice, the receipt of the swapped debentures (Series D) and the swapped debentures (Series E), including value and average closing rates of the replacement debentures (Series I) and the replacement debentures (Series J), in the final three days of trade prior to the swap date in practice, the sum and rate of interest and/or discount accumulated for the swapped debentures (Series D) and for the swapped debentures (Series E), inasmuch as they are
issued in the discount, and the weighted discount rate that will apply to each of the above series.
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- For details on the allocation of the debentures (Series I) and the debentures (Series J) and their registration for trade on the Tel Aviv Stock Exchange Ltd. (hereinafter: "the Stock Exchange") – see Section 8 of the offer report. After completing the process of allocating the debentures (Series I) in return for the debentures (Series D) and the process of allocating the debentures (Series J) in return for the debentures (Series E), the debentures (Series D) and the debentures (Series E) orders for which were accepted by the Company shall be cancelled and they shall be stricken from trade on the Stock Exchange.
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- For additional taxation instructions in connection with the debentures (Series D) and the debentures (Series E) and the debentures (Series I) and the debentures (Series J) covered by the offering report – see Section 16 and Appendix D to the offer report.
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- The Company thanks the holders of the debentures (Series D) and debentures (Series E) who accepted the offer.
Respectfully, Amot Investments Ltd. By Mr. Shimon Abudraham, CEO And Ms. Judith Zynger, Deputy CEO and CFO