Quarterly Report • Jun 15, 2025
Quarterly Report
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This report is a translation of Keystone Infra's Hebrew-language interim financial information, prepared solely for convenience purposes. Please note that the Hebrew version is the binding version, and in any event of discrepancy, the Hebrew version shall prevail.
| Page | |
|---|---|
| Auditor's Review Report | 2 |
| Condensed Financial Statements – in New Israeli Shekels (ILS): |
|
| Statements of Financial Position | 3 |
| Statements of Comprehensive Income | 4 |
| Statements of Changes in Equity | 5 |
| Statements of Cash Flows | 6-7 |
| Notes to the Financial Statements | 8-19 |
We have reviewed the accompanying financial information of Keystone Infra Ltd. (the "Company"), which includes the Condensed Statement of Financial Position as of 31 March 2025 and the Condensed Statements of Comprehensive Income, Changes in Equity and Cash Flows for the three-month period then ended. The board of directors (the "Board") and the management are responsible for the preparation and presentation of the financial information for this interim period in accordance with IAS 34 "Interim Financial Reporting", and they are also responsible for the preparation of financial information for this interim period under Chapter D of the Securities Regulations (Periodic and Immediate Reports), 5730- 1970. Our responsibility is to express a conclusion on the financial information for this interim period, based on our review.
We conducted our review in accordance with Review Standard (Israel) 2410 of the Institute of Certified Public Accountants in Israel – "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists principally of making inquiries of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Generally Accepted Auditing Standards in Israel, and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information has not been prepared, in all material respects, in accordance with IAS 34.
In addition to the statements in the previous paragraph, based on our review, nothing has come to our attention which causes us to believe that the aforementioned financial information does not meet, in all material respects, the disclosure provisions under Chapter D of the Securities Regulations (Periodic and Immediate Reports), 5730-1970.
Tel Aviv, KESSELMAN & KESSELMAN 26 May 2025 Certified Public Accountants A member firm of PricewaterhouseCoopers International Limited [Letterhead of PWC)
26 May 2025
To: The Board of Directors of Keystone Infra Ltd.
4 Ariel Sharon, Givatayim
Dear Sir/Madam,
We hereby notify you that we agree to the inclusion (including by way of reference) of our report which is specified below in a shelf offering that shall be filed by the Company, if any, under the Company's shelf prospectus of May 2024:
The auditor's review report of 26 May 2025 on the Company's condensed financial information as of 31 March 2025 and the three-month period then ended.
Sincerely,
KESSELMAN & KESSELMAN Certified Public Accountants A member firm of PricewaterhouseCoopers International Limited
| 31 March | 31 December | |||
|---|---|---|---|---|
| 2025 | 2024 | 2024 | ||
| (Unaudited) | ||||
| Note | ILS in thousands | |||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | 124,766 | 286,607 | 378,888 | |
| Accounts receivable | 9,696 | 5,544 | 7,505 | |
| 134,462 | 292,151 | 386,393 | ||
| Non-current assets | ||||
| Investments in investees and loans | 4 | 3,723,529 | 3,013,891 | 3,081,673 |
| Pledged deposit | 804 | 33,100 | 822 | |
| Accounts receivable | 26,801 | - | 25,069 | |
| 3,751,134 | 3,046,991 | 3,107,564 | ||
| Total Assets | 3,885,596 | 3,339,142 | 3,493,957 | |
| Liabilities and capital | ||||
| Current liabilities | ||||
| Commercial paper | 187,500 | 187,500 | 187,500 | |
| Short-term loans | 187,500 | - | - | |
| Current maturities of bonds | 56,704 | 54,826 | 56,542 | |
| Accounts payable | 33,193 | 26,629 | 25,119 | |
| 464,897 | 268,955 | 269,161 | ||
| Non-current liabilities | ||||
| Bonds | 1,038,683 | 622,454 | 885,508 | |
| Long-term loans | - | 187,500 | - | |
| Accounts payable | 6,771 | 6,771 | 6,771 | |
| Deferred taxes | 196,693 | 190,338 | 184,089 | |
| 1,242,147 | 1,007,063 | 1,076,368 | ||
| Total liabilities | 1,707,044 | 1,276,018 | 1,345,529 | |
| Capital | ||||
| Share capital | 1,496,512 | 1,495,664 | 1,495,664 | |
| Proceeds on account of options | 8,965 | 9,036 | 9,036 | |
| Share-based payment capital reserve | 21,341 | 21,341 | 21,341 | |
| Retained earnings | 651,734 | 537,083 | 622,387 | |
| 2,178,552 | 2,063,124 | 2,148,428 | ||
| Total Liabilities and Capital | 3,885,596 | 3,339,142 | 3,493,957 |
Date of approval of the Financial Statements by the Company's Board: 26 May 2025
| Aharon Biram | Navot Bar | Rachel Segal |
|---|---|---|
| Chairman of the | CEO | Deputy CEO & Chief |
| Board | Financial Officer |
| 3 months ended | Year ended | ||||
|---|---|---|---|---|---|
| 31 March | 31 December | ||||
| 2025 | 2024 | 2024 | |||
| (Unaudited) | (Audited) | ||||
| Note | ILS in thousands | ||||
| Revenues | 4B | ||||
| Net change in fair value of investments in investees measured at fair value through profit or loss, net of income from dividend, interest and |
|||||
| loan proceeds | 56,522 | )17,257( | 43,933 | ||
| Income from dividend, interest and loan proceeds | 28,150 | 88,550 | 238,261 | ||
| Total Revenues | 84,672 | 71,293 | 282,194 | ||
| Operating expenses | |||||
| Management fees | 8,531 | 8,060 | 34,691 | ||
| Expenses on share-based payment | - | 2,794 | 2,794 | ||
| Transaction costs due to acquisition of investees (primarily professional services) |
309 | 41 | 2,257 | ||
| Other operating expenses | 3,234 | 3,070 | 12,182 | ||
| Total Expenses | 12,074 | 13,965 | 51,924 | ||
| Operating income | 72,598 | 57,328 | 230,270 | ||
| Financing income | 3,967 | 1,756 | 6,435 | ||
| Financing expenses | )14,614( | )10,539( | )48,605( | ||
| Profit before income taxes | 61,951 | 48,545 | 188,100 | ||
| Deferred tax expenses (income) | 12,604 | 990 | )5,259( | ||
| Total comprehensive income attributable to the Company's shareholders |
49,347 | 47,555 | 193,359 | ||
| Basic and diluted earnings per share attributable | |||||
| to the Company's shareholders (in ILS) | 0.3 | 0.3 | 1.1 |
The accompanying notes are an integral part of the Financial Statements
| Attributable to the Company's shareholders | |||||
|---|---|---|---|---|---|
| Share capital |
Proceeds on account of options |
Share based payment capital reserve ILS in thousands |
Retained earnings |
Total capital |
|
| Balance as of 1 January 2025 (audited) |
1,495,664 | 9,036 | 21,341 | 622,387 | 2,148,428 |
| Income for the period | - | - | - | 49,347 | 49,347 |
| Exercise of options | 848 | )71( | - | - | 777 |
| Dividend | - | - | - | )20,000( | )20,000( |
| Balance as of 31 March 2025 (unaudited) |
1,496,512 | 8,965 | 21,341 | 651,734 | 2,178,552 |
| Balance as of 1 January 2024 (audited) |
1,331,536 | - | 18,547 | 508,028 | 1,858,111 |
| Issue of equity | 164,128 | 9,036 | - | - | 173,164 |
| Share-based payment | - | - | 2,794 | - | 2,794 |
| Income for the period | - | - | - | 47,555 | 47,555 |
| Dividend | - | - | - | )18,500( | )18,500( |
| Balance as of 31 March 2024 (unaudited) |
1,495,664 | 9,036 | 21,341 | 537,083 | 2,063,124 |
| Attributable to the Company's shareholders | |||||
|---|---|---|---|---|---|
| Share capital |
Proceeds on account of options |
Share based payment capital reserve |
Retained earnings |
Total capital |
|
| ILS in thousands | |||||
| Balance as of 1 January 2024 | 1,331,536 | - | 18,547 | 508,028 | 1,858,111 |
| Issue of equity | 164,128 | 9,036 | - | - | 173,164 |
| Share-based payment | - | - | 2,794 | - | 2,794 |
| Income for the year | - | - | - | 193,359 | 193,359 |
| Dividend | - | - | - | )79,000( | )79,000( |
| Balance as of 31 December 2024 | 1,495,664 | 9,036 | 21,341 | 622,387 | 2,148,428 |
The accompanying notes are an integral part of the Financial Statements
| 3 months ended 31 March 2025 2024 (Unaudited) |
Year ended 31 December 2024 (Audited) |
|||
|---|---|---|---|---|
| ILS in thousands | ||||
| Cash flows from operating activities | ||||
| Income for the period | 49,347 | 47,555 | 193,359 | |
| Adjustments required for presenting cash flows from operating activities: |
||||
| Adjustments to profit and loss items - | ||||
| Deferred tax expenses (income) | 12,604 | 990 | )5,259( | |
| Change in fair value of investments in investees | )56,522( | 17,257 | )43,933( | |
| Income from dividend, interest and loan proceeds | )28,150( | )88,550( | )238,261( | |
| Expenses on share-based payment | - | 2,794 | 2,794 | |
| Financing expenses, net | 10,647 | 8,783 | 42,170 | |
| )61,421( | )58,726( | )242,489( | ||
| Changes in the Company's asset and liability items - | ||||
| Decrease (increase) in accounts receivable | )3,923( | 276 | )2,263( | |
| Increase in accounts payable | 3,047 | 1,996 | 5,082 | |
| )876( | 2,272 | 2,819 | ||
| Cash paid and received during the period by the Company for: |
||||
| Interest paid | )4,074( | )7,604( | )22,316( | |
| Dividend, interest and loan proceeds | 28,150 | 88,550 | 238,261 | |
| 24,076 | 80,946 | 215,945 | ||
| Net cash provided by operating activities | 11,126 | 72,047 | 169,634 |
| 3 months ended | Year ended | |||
|---|---|---|---|---|
| 31 March | 31 December | |||
| 2025 | 2024 | 2024 | ||
| (Unaudited) | (Audited) | |||
| ILS in thousands | ||||
| Cash flows from investing activities | ||||
| Acquisition of investees, net | )585,334( | )24,408( | )31,000( | |
| Loan to affiliate | - | - | )24,491( | |
| Release (creation) of bank deposits | 18 | )100( | 32,178 | |
| Net cash used for investing activities | )585,316( | )24,508( | )23,313( | |
| Cash flows from financing activities | ||||
| Proceeds from issue of shares | - | 176,237 | 176,237 | |
| Proceeds from issue of bonds | 152,100 | - | 300,000 | |
| Issue expenses | )609( | )3,073( | )6,285( | |
| Exercise of options | 777 | - | - | |
| Receipt of loans from a financial institution | 187,500 | - | - | |
| Repayment of loans to a financial institution | - | - | )187,500( | |
| Dividend paid | )19,700( | )15,000( | )74,300( | |
| Repayment of bonds | - | - | )56,489( | |
| Net cash provided by financing activities | 320,068 | 158,164 | 151,663 | |
| Increase (decrease) in cash and cash equivalents | )254,122( | 205,703 | 297,984 | |
| Cash and cash equivalents at the beginning of the | ||||
| period | 378,888 | 80,904 | 80,904 | |
| Cash and cash equivalents at the end of the period | 124,766 | 286,607 | 378,888 | |
| Information about non-cash flow investing activities: | ||||
| Declared dividend | 20,000 | 18,500 | 19,700 |
The accompanying notes are an integral part of the Financial Statements
Keystone Infra Ltd. (the "Company") was incorporated in Israel on 18 February 2019, at which time it started its operations. The address of the Company's registered office is 4 Ariel Sharon, Givatayim.
In May 2021, the Company released an initial public offering prospectus together with a listing prospectus and a shelf prospectus, and on 1 June 2021, upon completion of an initial public offering, the Company became a public company whose securities are traded on the Tel Aviv Stock Exchange Ltd. ("TASE").
The primary objective of the Company is to generate a return for investors by means of investment in infrastructure assets, while mitigating risk by diversifying investments in different segments within the infrastructure sector, primarily in Israel.
The Company is defined as an investment entity under IFRS 10, and accordingly measures its investments at fair value, as specified in Note 3 to the financial statements as of 31 December 2024.
The Company has entered into an agreement with a management company (MC) for sourcing management services. For further details regarding the management agreement, see Note 12A1 to the financial statements as of 31 December 2024.
Given the mechanisms currently established in the agreement between the Company and the MC, the MC and the controlling shareholders thereof – Gil and Esther Deutsch, Aharon Naftali Biram and Navot Bar, are deemed controlling shareholders of the Company.
While the MC continues to be deemed as a controlling shareholder of the Company, the agreement with the MC will be approved from time to time according to the law, and inter alia in accordance with the provisions of Chapter V of the Companies Law and the regulations promulgated thereunder.
Since 7 October 2023 and the outbreak of the Swords of Iron war, the State of Israel has been engaged in fighting that has affected the country and the Israeli economy. In the fourth quarter of 2024, Israel signed a ceasefire agreement with Lebanon, and residents of the north and the south began returning to their homes. In addition, in the report period, a ceasefire commenced in the south, which included the return of hostages and cessation of hostilities, but as of the report date, limited fighting has been resumed. Despite the many difficulties and challenges in the business environment, the Israeli economy has demonstrated strength and resilience, and economic recovery is apparent since the second half of 2024.
The operations of the Company's investees which operate in Israel, operate in the infrastructure, transportation and energy sectors, which are infrastructures that are vital and critical for the functioning of the various systems in the economy, and accordingly they have continued to provide their services on an ongoing basis throughout the period of the hostilities.
To date, the war has had no material effect on the liquidity of the Company and its investees, or on their financing sources.
Since, as of the date of issuing this report, there is uncertainty as to the development, scope, continuation and effects of the fighting, the Company's management is unable to assess the future impact on its results of operations, financial position, the cash flows and financial soundness of the Company and its investees as a result of the war.
In the report period, the Consumer Price Index (CPI) rose by 0.3%, the same rate as the rise in the CPI in the same period last year. The Bank of Israel interest rate has remained unchanged at 4.5% since January 2024. See Note 1.E to the Company's financial statements as of 31 December 2024 for the effect of inflation and the rise in interest rates on the Company's operations.
| The Company | Keystone Infra Ltd. |
|---|---|
| Interested Party | Within the meaning thereof in Paragraph 1 of the definition of Interested Party of a Corporation in Section 1 of the Securities Law, 5728-1968. |
| Related Parties | As defined in IAS 24. |
| The MC | N. K. Keystone Ltd. |
| Investments in | Investments in investees are measured at fair value through profit or |
| Investees | loss in accordance with IFRS 10. |
The Company's condensed financial information as of 31 March 2025 and for the three-month period then ended (the "Interim Financial Information") was prepared in accordance with International Accounting Standard No. 34 – "Interim Financial Reporting" ("IAS 34"), and includes the additional disclosure required in accordance with Chapter D of the Securities Regulations (Periodic and Immediate Reports), 5730-1970. The Interim Financial Information does not include all the information and disclosures required in the context of annual financial statements. The Interim Financial Information should be read in conjunction with the annual financial statements for 2024 and the accompanying notes, which comply with the International Financial Reporting Standards, which are accounting standards released by the International Accounting Standards Board (IASB) ("IFRS") and include the additional disclosure required in accordance with the Securities Regulations (Annual Financial Statements), 5770-2010.
The preparation of interim financial statements requires the Company's management to exercise judgment and also requires the use of assumptions and accounting estimates, which affect the implementation of the Company's accounting policies and the amounts of the reported assets, liabilities, revenue and expenses. Actual results may differ from such estimates.
In the preparation of these interim financial statements, the significant judgments exercised by the management in the implementation of the Company's accounting policies and the uncertainty entailed by the key sources of the estimates were identical to the ones in the Company's annual financial statements for 2024.
The significant accounting policies and calculation methods applied in the preparation of the Interim Financial Information are consistent with those used in the preparation of the Company's annual financial statements for 2024.
New IFRS, amendments to standards and new interpretations:
In the Company's annual financial statements for 2024, information was provided regarding new IFRS and amendments to existing IFRS that have not yet taken binding effect and in respect of which the Company has not opted for early application. As of the date of approval of these financial statements, there are no new standards or amendments to existing standards that are relevant to the Company which were not stated in the Company's annual financial statements for 2024.
| Balance as of 31 March 2025 | ||||||
|---|---|---|---|---|---|---|
| Company name | Comment | Original investment amount |
Aggregate investment proceeds |
Fair value | Fair value level |
Holding rate |
| ILS in thousands | ||||||
| Egged Partnership | 1 | 1,639,027 | 64,339 | 2,151,902 | Level 3 | )*( 63.3% |
| Drive Group | 1 | 69,247 | 70,165 | 91,910 | Level 3 | 21.3% |
| Eranovum | 3 | 101,773 | - | 223,561 | Level 3 | 49% |
| Ashkelon Desalination Plant | 1 | 218,660 | 135,500 | 135,836 | Level 3 | 50% |
| IPM Be'er Tuvia Power Plant | 1 | 585,582 | 198,218 | 435,697 | Level 3 | 32.1% |
| G.P. Global | 2 | 22,309 | - | 35,013 | Level 1 | 10.59% |
| Ramat Hovav Power Plant | 1 | 174,641 | 201,526 | 376,535 | Level 3 | 16.33% |
| Hagit Power Plant | 1 | 107,596 | 103,967 | 133,285 | Level 3 | 16.33% |
| Sunflower Sustainable Investments |
2 | 179,165 | - | 122,317 | Level 1 | 53.24% |
| Cinturion | 4 | 17,473 | - | 17,473 | Level 3 | 30% |
| Total investments in investees and loans |
3,115,473 | 773,715 | 3,723,529 |
(*) The Company holds 81.1% of Egged Partnership, which holds 78% of Egged.
| Balance as of 31 March 2024 | |||||
|---|---|---|---|---|---|
| Company name | Original investment amount |
Aggregate investment proceeds |
Fair value | Fair value level |
Holding rate |
| ILS in thousands | |||||
| Egged Partnership | 1,053,693 | - | 1,330,543 | Level 3 | )*( 48.6% |
| Drive Group Eranovum |
69,247 101,773 |
54,360 - |
90,658 237,440 |
Level 3 Level 3 |
21.3% 49.0% |
| Ashkelon Desalination Plant | 218,660 | 104,500 | 157,764 | Level 3 | 50% |
| IPM Be'er Tuvia Power Plant | 585,582 | 188,772 | 447,147 | Level 3 | 32.1% |
| G.P. Global | 22,309 | - | 31,323 | Level 1 | 10.6% |
| Ramat Hovav Power Plant | 174,641 | 167,004 | 435,528 | Level 3 | 16.33% |
| Hagit Power Plant | 107,596 | 81,218 | 155,363 | Level 3 | 16.33% |
| Sunflower Sustainable Investments |
172,573 | - | 110,652 | Level 1 | 51.85% |
| Cinturion | 17,473 | - | 17,473 | Level 3 | 30% |
| Total investments in investees and loans |
2,523,547 | 595,854 | 3,013,891 |
| Balance as of 31 December 2024 | |||||
|---|---|---|---|---|---|
| Company name | Original investment amount |
Aggregate investment proceeds |
Fair value | Fair value level |
Holding rate |
| ILS in thousands | |||||
| Egged Partnership | 1,053,693 | 64,339 | 1,511,000 | Level 3 | )*( 48.6% |
| Drive Group | 69,247 | 55,015 | 104,300 | Level 3 | 21.3% |
| Eranovum | 101,773 | - | 223,561 | Level 3 | 49.0% |
| Ashkelon Desalination Plant | 218,660 | 122,500 | 146,000 | Level 3 | 50% |
| IPM Be'er Tuvia Power Plant | 585,582 | 198,218 | 426,205 | Level 3 | 32.1% |
| G.P. Global | 22,309 | - | 35,013 | Level 1 | 10.6% |
| Ramat Hovav Power Plant | 174,641 | 201,526 | 367,445 | Level 3 | 16.33% |
| Hagit Power Plant | 107,596 | 103,967 | 129,838 | Level 3 | 16.33% |
| Sunflower Sustainable Investments |
179,165 | - | 120,838 | Level 1 | 53.24% |
| Cinturion | 17,473 | - | 17,473 | Level 3 | 30% |
| Total investments in investees and loans |
2,530,139 | 745,565 | 3,081,673 |
(*) The Company holds 81.1% of Egged Partnership, which holds 60% of Egged.
| 3 months ended 31 March 2025 | |||
|---|---|---|---|
| Company name | Net change in value of the investments measured at fair value net of revenue from dividend, interest and loan proceeds |
Revenue from dividend, interest and loan proceeds |
Total |
| ILS in thousands | |||
| Egged Partnership | 55,568 | - | 55,568 |
| Drive Group | )12,390( | 15,150 | 2,760 |
| Ashkelon Desalination Plant | )10,164( | 13,000 | 2,836 |
| IPM Be'er Tuvia Power Plant | 9,492 | - | 9,492 |
| Ramat Hovav Power Plant | 9,090 | - | 9,090 |
| Hagit Power Plant | 3,447 | - | 3,447 |
| Sunflower Sustainable Investments | 1,479 | - | 1,479 |
| Total | 56,522 | 28,150 | 84,672 |
| 3 months ended 31 March 2024 | |||
|---|---|---|---|
| Net change in value of the investments measured at Revenue from |
|||
| fair value net of revenue from dividend, interest |
dividend, interest and |
||
| Company name | and loan proceeds | loan proceeds | Total |
| ILS in thousands | |||
| Egged Partnership | 40,039 | - | 40,039 |
| Drive Group | )13,542( | 16,316 | 2,774 |
| Eranovum | 9,985 | - | 9,985 |
| Ashkelon Desalination Plant | )10,236( | 13,500 | 3,264 |
| IPM Be'er Tuvia Power Plant | 9,490 | - | 9,490 |
| G.P. Global | 2,382 | - | 2,382 |
| Ramat Hovav Power Plant | )8,651( | 18,966 | 10,315 |
| Hagit Power Plant | )35,028( | 39,768 | 4,740 |
| Sunflower Sustainable Investments | )11,696( | - | )11,696( |
| Total | )17,257( | 88,550 | 71,293 |
| Year ended 31 December 2024 | |||
|---|---|---|---|
| Net change in value of the investments measured at fair value net of revenue from dividend, interest and |
Revenue from dividend, interest and |
||
| Company name | loan proceeds | loan proceeds | Total |
| ILS in thousands | |||
| Egged Partnership | 220,496 | 64,339 | 284,835 |
| Drive Group | 100 | 16,971 | 17,071 |
| Eranovum | )3,894( | - | )3,894( |
| Ashkelon Desalination Plant | )22,000( | 31,500 | 9,500 |
| IPM Be'er Tuvia Power Plant | )11,452( | 9,446 | )2,006( |
| G.P. Global | 6,072 | - | 6,072 |
| Ramat Hovav Power Plant | )76,734( | 53,488 | )23,246( |
| Hagit Power Plant | )60,553( | 62,517 | 1,964 |
| Sunflower Sustainable Investments | )8,102( | - | )8,102( |
| Total | 43,933 | 238,261 | 282,194 |
1.3 In accordance with the financing conditions for the acquisition of 60% of Egged's shares and further to an amendment to the agreement for the acquisition of Egged's shares as specified in Section 1.2 above, Egged Partnership prepaid a debt in the sum of ILS 75 million, with the Company's share in the payment being approx. ILS 61 million, according to the relative holdings in Egged Partnership.
1.4 In February 2025, Egged Partnership signed an amendment to the credit facility that was provided for the financing of the acquisition of the shares associated with the exercise, such that the period of availability of the credit was extended by an additional year, allowing drawdown of the balance of the credit facility (ILS 600 million) for the financing of acquisition of the remaining shares associated with the exercise, if exercised by February 2026.
In March 2025, the Company and Egged entered into an MOU for the sale of all of the Company's shares in Drive Group to Egged in consideration for a value determined therefor on the Company's books based on a valuation as of 31 December 2024 of ILS 104,300 thousand.
On 21 May 2025, IPM engaged with banking and financial institutions (the "Lenders") in a transaction for the taking of loans in the sum total of approx. ILS 840 million (approx. 240 million of which in ILS and the balance in Euro), to be used for (partial) repayment of IPM's outstanding senior debt (the "New Loans"). IPM's loans, after completion of the process (i.e., receipt of the New Loans and prepayment of part of IPM's outstanding senior debt) will total approx. ILS 1.6 billion (approx. 1 billion in ILS and the balance in Euro). The new agreement will allow IPM, subject to compliance with the regulatory requirements, to increase the energy capacity sold thereby to private customers under bilateral agreements in lieu of the sale to the System Operator), optimal structuring of the debt and full release of the money in the sum of approx. ILS 80 million, which is deposited in a reserve fund. The New Loans shall be repaid according to the structured payment schedule, with final maturity on 30 June 2040. The ILS-denominated New Loans are linked to the CPI and bear government bond interest plus 1.5%-2.5%, and the Euro-denominated New Loans bear EuroSwap interest that is consistent with the duration of the loan (or EURIBOR with a hedging mechanism to fix the interest rate) plus 2.5%-3.5%. Financial covenants, collateral, and grounds for acceleration remain unchanged. In the context of the refinancing, credit facilities were also arranged for IPM in the sum total of approx. ILS 130 million (out of which, a facility in the sum total of approx. ILS 80 million is intended for debt service, insofar as required), some at an interest rate of prime plus 0.5%-1.5% and some at an interest rate of prime plus 3%-4%.
On 17 February 2025, a decision of the Electricity Authority was released, further to a hearing that was announced in September 2024, concerning the determination of a tariff for the supplementary tariffs for producers which are connected to or integrated into the transmission network. In addition, a public engagement process was announced on behalf of Noga - Israel Independent System Operator Ltd, regarding an update to the method of calculating the market price (SMP). Following these announcements, both the partnerships that hold the Ramat Hovav and Hagit East power plants (16.7% of which are indirectly held by the Company) and the Company examined the potential effects, and accordingly the Company updated the fair value of its investments in the financial statements as of 31 December 2024.
On 31 March 2025, Sunflower (through a subsidiary owned thereby) closed a transaction for the acquisition of income-producing solar power systems with a capacity of ~20 MW in Poland. The total consideration paid for the systems is approx. €15.7 million.
In the report period, Sunflower wrote down the sum of approx. ILS 10.3 million in connection with its investments in the U.S.
| 3 months ended 31 March |
Year ended 31 December |
|||
|---|---|---|---|---|
| 2025 | 2024 ILS in thousands |
2024 | ||
| Share-based payment | - | 2,794 | 2,794 | |
| Management fees to the MC (*) | 8,531 | 8,060 | 34,691 |
(*) The MC received from Sunflower, a company controlled thereby, an additional amount of ILS 135 thousand in the report period and in the same period last year, and ILS 540 thousand in 2024, for the Company CEO's service as Chairman of the Board of Directors at Sunflower.
| 31 March | 31 December | ||
|---|---|---|---|
| 2025 | 2024 | 2024 | |
| ILS in thousands | |||
| Sunflower supplemental consideration undertaking |
6,771 | 6,771 | 6,771 |
| Accounts receivable for affiliates | 8,126 | 4,184 | 5,882 |
| Loan to affiliate | 26,023 | - | 24,491 |
| 3 months ended 31 March |
Year ended 31 December |
||
|---|---|---|---|
| 2025 | 2024 | 2024 | |
| ILS in thousands | |||
| Salary for an interested party employed by the MC |
960 | 960 | 3,840 |
| Directors' remuneration | 210 | 244 | 992 |
A. See Note 4.C above for events in connection with the Company's investments during and after the report period.
As of 31 March 2025, the Company has a working capital deficit of approx. ILS 330 million that derives from commercial paper of the Company in the sum of ILS 187.5 million, which are issued for a year and therefore classified as short-term, and from used credit facilities from financial institutions in the sum of ILS 187.5 million, in effect until October 2025. The Company has an ongoing positive cash flow from operating activities which totaled approx. ILS 11 million in the report period. As of the date of this report, the Company's leverage ratio is approx. 36.1%. In light thereof, the Company's Board reviewed the Company's liquidity as detailed below, and determined that such working capital deficit does not indicate a liquidity issue for the Company. Such decision is based, inter alia, on an assessment of the Company's financial position, including the Company's liquid asset balance, the Company's projected cash flow under various scenarios and sensitivity analyses for the next two years, including completion of exercise of the outstanding put options for Egged's shareholders for the acquisition of their remaining shares which is expected in the first quarter of 2026, the Company's leverage ratio and the ability to renew its credit facilities, as well as an assessment of the Company's existing and anticipated liabilities, including the Company's liabilities to its bondholders and to banking corporations and their due dates, and assessment of the existing and projected sources for repayment of such liabilities.
On 9 February 2025, a private placement was performed for accredited investors of Series B bonds of the Company in the sum of approx. ILS 150 million par value, by way of expansion of the Company's existing Series B bond series, for total consideration of approx. ILS 152.1 million. In addition, S&P Maalot announced a rating of ilA+ for the bond series expansion. For further details, see Note 10C to the Company's financial statements as of 31 December 2024.
To secure the repayment of credit borrowed by the Company from financial institutions and bonds it issued, the Company is bound by certain financial covenants. As of 31 March 2025, the Company is in compliance with its obligations and with the financial covenants stipulated in the loan agreements and in the deeds of trust for its Series A and Series B bonds.
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