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Generation Capital Ltd. Share Issue/Capital Change 2026

Jun 7, 2026

6808_rns_2026-06-07_9c917f4c-d13a-4d19-bfd8-8b35c8e06ecf.pdf

Share Issue/Capital Change

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Generation Capital Ltd.

("The Fund")

To:

To:

June 7, 2026

Israel Securities Authority

Tel Aviv Stock Exchange Ltd.

Subject: Notice of results of issuance according to a shelf offering report

In accordance with Section 30 of the Securities Law, 1968, and in accordance with the Securities Regulations (Notice of results of the offer in the prospectus), 1969, the Fund is honored to announce the results of an issuance according to a shelf offering report published by the Fund on June 7, 2026 (Reference: 2026-01-054013) ("Shelf Offering Report"), which was published according to the shelf prospectus of the Fund, dated August 28, 2025 ("the Shelf Prospectus" or "the Prospectus"), as follows:

1. The Offered Securities

According to the Shelf Offering Report, the Fund offered up to 416,667,000 ordinary shares, registered in name, without par value, of the Fund ("Ordinary Shares") together with 138,889,000 warrants (Series 2) registered in name, exercisable into ordinary shares of the Fund ("Warrants (Series 2)") such that each offered warrant (Series 2) is exercisable into one ordinary share of the Fund, against a cash payment upon exercise in the amount of 240 agorot, not linked to any index, as well as 138,889,000 warrants (Series 3) registered in name, exercisable into ordinary shares of the Fund ("Warrants (Series 3)"), such that each offered warrant (Series 3) is exercisable into one ordinary share of the Fund, against a cash payment upon exercise in the amount of 288 agorot, not linked to any index (the offered shares and warrants shall be referred to collectively as: "Offered Securities").

The Offered Securities were offered to institutional investors, as this term is defined in the Securities Regulations (Manner of Offering Securities to the Public), 2007 ("Institutional Investors" and "Offering Manner Regulations", respectively), by way of a non-uniform offering, in accordance with the provisions of Regulation 11(a)(1) of the Offering Manner Regulations.

The composition and price of the offered shares were as follows:

1,388,890 offered units ("Offered Units") at a uniform price per unit for all offerees, where the composition of each unit and the price per unit are as follows:

Unit Composition Price
300 ordinary shares at a price of 240 agorot per share NIS 720
100 warrants (Series 2) Free of charge
100 warrants (Series 3) Free of charge
Total price per unit: NIS 720

2. Results of the offer according to the shelf offering report

As part of the offer of securities to institutional investors, by way of managing orders (Book-Building), the Fund received 39 orders from institutional investors for the purchase of 1,388,890 units. Out of these, the Fund accepted orders for the purchase of the full


This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

1,388,890 Offered Units in the non-uniform offering at a uniform price per unit, which include 416,667,000 ordinary shares, 138,889,000 warrants (Series 2) and 138,889,000 warrants (Series 3).

The total consideration (gross) to the Fund for the orders that were accepted as detailed above amounts to approximately NIS 1 billion. The expected future consideration to the Fund from this issuance, assuming the exercise of all the offered warrants (Series 2) and all the offered warrants (Series 3) (in full) into shares of the Fund, amounts to a total of approximately NIS 733.3 million.

Below is disclosure regarding the manner of distribution of the securities to types of institutional investors:

Type of Institutional Investor Number of Investors Quantity of units allocated to investors Rate from total allocated units Investors of the same type for whom the order is for their nostro account Investors who submitted orders for a quantity exceeding 10% of the offered securities Entities with an interest in the offering (*)
Insurance(**) 10 842,714 60.7% 4 3 8
Mutual funds 2 60,010 4.3% - - 1
Corporation with equity of NIS 50M 23 382,694 27.6% - 1 -
Provident Fund 2 73,611 5.3% - - 2
Portfolio management for institutionals 2 29,861 2.1% - - 2 (***)
Total 39 1,388,890 100% 4 4 13

(*) The corporation, interested parties, and entities entitled to compensation in connection with the offering process, including entities related to the underwriter and the distributors.

As part of the offer, securities were allocated to interested parties in the company, in approximately 767,780 units, representing approximately 55.28% of total offered securities, as detailed below: entities from the Harel Group were allocated approximately 208,334 units (approx. 15.0% of total offered securities); entities from the Menora Group were allocated approximately 204,993 units (approx. 14.76%); entities from the More Group were allocated approximately 126,676 units (approx. 9.12%); entities from the Migdal Group were allocated approximately 131,944 units (approx. 9.5%); entities from the Phoenix Group were allocated approximately 84,722 units (approx. 6.1%); and entities from the Analyst Group were allocated approximately 11,111 units (approx. 0.8%).

(**) From 6 different insurance entities.

(***) Including 22,917 units (approx. 1.65% of total offered securities) allocated to IBI - Amban Investment Management Ltd., an entity related to the underwriter.

The Fund thanks the investors for their response to the offer to purchase the Fund's securities.

Sincerely,

Generation Capital Ltd.

By: Itay Peled, CFO

and Baruch Saouta, General Counsel and Fund Secretary


This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

6/7/2026 | 6:35:12 PM | v1.2.5