LAPIDOTH CAPITAL LTD
| Company Registration Number: 520022971 |
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To:
Form Number: T880 (Public)
Date Filed via MAGNA: 30/11/2025
Reference Number: 2025-01-094138
Immediate Report Regarding Approval of a Share Purchase Plan
Regulation 31YB(a) of the Securities Regulations (Periodic and Immediate Reports), 1970
1. Details of the Purchaser
Type of Purchaser: The Company
Name of company controlled by the company: _________
Name of controlled company in English: _________
The company controls the entity by virtue of: _________
Percentage held by company: _________%
Type of ID: Company Registrar
Holder's ID number: 520022971
Country of Incorporation or Registration: Israel
2. Type of Security Subject to Purchase Plan:
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.
- Type: Ordinary shares
- Stock exchange security number: 642017
- Planned start date for executing the purchase plan: 03/12/2025
- Estimated timing for future purchases:
Purchases will be made from time to time at different times and in varying volumes, at the discretion of company management and according to market opportunities.
- Period set for execution of the plan: 03/12/2025 until 02/12/2026
- Date of board approval for the purchase plan: 27/11/2025
3. Board of Directors' Reasons for Executing the Purchase Plan:
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.
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- The price at which the company's shares are traded on the exchange from time to time is attractive, and according to the board, a self-purchase of the company's securities may be a proper business and economic opportunity.
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- Before approving the self-purchase plan, the board considered the tests regarding dividend distribution, as required under Section 302 of the Companies Law, 1999 ("Companies Law"), as detailed below:
- (1) As of the board's approval date of the plan, the company has distributable profits balance of approximately NIS 1,235 million.
- (2) According to the board, after reviewing data about the company's current financial position, based on its financial statements and the management review, and noting that the company does not have warning signs as defined in the Securities Regulations (Periodic and Immediate Reports), 1970, the board's position is that there is no reasonable concern that executing the plan will prevent the company from fulfilling its existing and anticipated obligations when due.
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- According to the company, its profits allow for executing the self-purchase as per the plan, and it is not expected to materially adversely affect the company's financial condition, including its capital structure, liquidity, and existing financial benchmarks.
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- According to the company, the self-purchases per the plan will not adversely affect the company's activities or prevent it from continuing its current operations, future plans, and business implementation.
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- It is clarified that the decision does not obligate the company to purchase shares or any part thereof, and company management may decide not to acquire shares at all and/or to acquire fewer shares than approved.
| 4. Estimated Total Cost of the Purchase Plan: |
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Up to a total accumulated amount of NIS 50 million. |
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| Or the amount of securities that may be purchased under the purchase plan: |
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5. Tax Implications of Executing the Purchase Plan on the Company and Security Holders: |
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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 |
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| version. For more information, please review the legal disclaimer. |
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- The company does not expect tax implications on itself as a result of purchasing its own shares.
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- The tax liability regarding profits that may arise to the company from purchasing government bonds is influenced by the extent of the self-purchase and purchase prices and therefore cannot be assessed at this stage. If capital gains are generated, they will be subject to the applicable tax laws in Israel.
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- The company does not have sufficient information to address the possible tax implications of selling securities by holders, which depend on each security holder's circumstances.
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6. Is the purchase plan financed |
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by a loan? |
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| No details provided. |
| Total loan taken: |
| Outstanding balance: |
| Interest rate %: |
| Loan currency: |
| Loan maturity dates: |
7. Sources of Financing for Execution of the Purchase Plan:
Purchases under the purchase plan will be financed from the company's own sources.
8. Means of Executing the Purchase Plan:
Other:
Purchases will be made within or outside the exchange.
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Details of Purchase Plans Decided in the Three Years Preceding the Date of the Report:
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- On March 20, 2023, the company's board approved a self-purchase plan for government bonds Series 1 issued by the company, up to a cumulative cost of NIS 50 million, including the self-purchase plan for company shares as detailed in Section 1 above, for a period of one year starting from the decision date. For more details, including board reasons for adoption of the plan, see the immediate report dated October 13, 2021 (Reference No: 2023-01-025135).
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- On November 30, 2023, the board approved a self-purchase plan for company shares and government bonds Series 1 issued by the company, up to a cumulative cost of NIS 50 million, effective for one year starting on the decision date. For more details, including board reasons, see immediate report dated December 3, 2023 (Reference No: 2023-01-109696).
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- On November 21, 2024, the board approved a self-purchase plan for company shares and government bonds Series 1 issued by the company, up to a cumulative cost of NIS 50 million, effective for one year starting near the decision date. For further information, including board reasons, see immediate report dated November 24, 2024 (Reference No: 2024-01-617900).
10. Is the purchase plan for shares or securities convertible into shares?
Yes
11. Corporate Profits as Defined in Section 302 of the Companies Law:
- 1,235,443,000 NIS
- Will the purchase as per the plan materially affect the share of holdings in capital and voting rights of interested parties: No
Authorized Signatories on Behalf of the Corporation
| # |
Name |
Position |
| 1 |
Eyal Palti |
Company Legal Counsel |
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.
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report filed according to these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the Authority's website: Click here.
Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange
Short name: LAPIDOTH CAPITAL
Address: 4 Yoni Netanyahu Street, Or Yehuda, Zip code 6037609
Phone: 03-6417241, 03-6417245
Fax: 03-6417246
Email: [email protected]
Previous corporate names: Lapidoth Oil Prospectors for Israel Ltd.
Electronic reporter name: Palti Eyal Position: Company Legal Counsel and Secretary Address: 19 Brodetsky Street, Tel Aviv,
6905130 Phone: 03-6417241 Fax: 03-6417246 Email: [email protected]
Update date of form structure: 06/08/2024
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