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Matrix IT Ltd. Capital/Financing Update 2026

Feb 4, 2026

6905_rns_2026-02-04_4213bb85-cf0f-4c29-b010-b11049e57aab.pdf

Capital/Financing Update

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Matrix IT Ltd.

("the Company")

To To February 4, 2026

The Tel Aviv Stock Exchange Ltd. The Israel Securities Authority

maya.tase.co.il www.magna.isa.gov.il

Subject: Immediate report regarding the results of a public offering according to a shelf offering report dated February 3, 2026

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 Company is honored to hereby announce the results of a public offering of BONDS (Series 2) of the Company, convertible into shares of the Company, according to the shelf offering report of the Company dated February 3, 2026 (Reference Number: 2026-01-012146) ("the Shelf Offering Report"), published according to the shelf prospectus of the Company dated July 16, 2025, bearing the date July 17, 2025 (Reference Number: 2025-01-052877):

    1. According to the Shelf Offering Report, the Company offered to the public up to 353,000,000 NIS par value BONDS (Series 2) of the Company, registered by name, of 1 NIS par value each, convertible into ordinary shares of the Company of 1 NIS par value each ("BONDS (Series 2)" and "the Offered Amount"). The BONDS (Series 2) were offered to the public in 353,000 units, each of which includes 1,000 NIS par value of BONDS (Series 2) ("the Units"), by way of a uniform offer as stated in the Securities Regulations (Manner of Offering Securities to the Public), 2007, by way of a tender on the price per unit, at a price per unit which shall not be less than a total of 1,012 NIS, and all under the conditions specified in the Shelf Offering Report.
    1. Notwithstanding the provisions of Section 1 above, it was determined in the Shelf Offering Report that if and to the extent that within the framework of the tender for the issuance of BONDS (Series 2) according to the Shelf Offering Report, the total demand exceeds 300,000,000 NIS par value BONDS (Series 2) ("the Maximum Publicly Issued Amount", and the difference between the total demand as stated and the maximum publicly issued amount shall be called: "the Excess Amount"), then the Company will not issue BONDS (Series 2) more than the Maximum Publicly Issued Amount and the provisions set forth in Section 1.8 of the Shelf Offering Report shall apply.
    1. Out of the Offered Amount of BONDS (Series 2), early commitments were given by classified investors ("the Classified Investors") to submit orders in the public tender for the purchase of 681,423 units, out of which the Company announced its intention to accept orders for the purchase of 297,000 units (constituting approximately 84.14% of the units offered according to the Shelf Offering Report), as detailed in Section 3.3 of the Shelf Offering Report. 1

"Classified Investors" – as defined in Regulation 1 of the Securities Regulations (Manner of Offering Securities to the Public), 2007. 1

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    1. Below are the results of the public tender held on February 4, 2026 (Tender No.: 4450201) (the "Tender") for the purchase of units of BONDS (Series 2):
  • 4.1. In the Tender, a total of 45 orders were received for the purchase of 297,028 units, with a total financial volume of approximately NIS 300.6 million, of which 43 orders for the purchase of 297,000 units were received according to early commitments of classified investors as detailed in Section 3 above and in the shelf offering report, and 2 orders for the purchase of 28 units were received from the public.
  • 4.2. The price per unit determined in the Tender is NIS 1,012 per unit ("closing price per unit").
  • 4.3. Further to the provisions of Section 1.8 of the shelf offering report, the Company announces that since the demand in the Tender did not exceed the maximum quantity issued to the public, there is no surplus amount (as defined in Section 1.8 of the shelf offering report).
  • 4.4. Within the framework of the Tender, a total of orders for the purchase of 297,028 units of BONDS (Series 2) were accepted, as follows:
    • 4.4.1. 31 orders received from classified investors for the purchase of 274,462 units, in which a price per unit higher than the closing price per unit was specified, were fully accepted.
    • 4.4.2. 2 orders received from the public for the purchase of 28 units, in which a price higher than the closing price per unit was specified, were fully accepted.
    • 4.4.3. 12 orders received from classified investors for the purchase of 22,538 units, in which a price per unit equal to the closing price per unit was specified, were fully accepted.
    1. In light of the above, the Company will allocate a total of 297,028 units of BONDS (Series 2) based on the Tender results, which will include a total of NIS 297,028,000 par value BONDS (Series 2).
    1. The total gross proceeds that the Company will receive for the BONDS (Series 2) to be allocated according to the shelf offering report amount to a total of NIS 300,592,336.
    1. The first interest payment for the BONDS (Series 2), which will be paid on August 1, 2026, for the period beginning on February 5, 2026 (the settlement date of the BONDS) and ending on July 31, 2026, will be at a rate of 0.24247% (calculated on the basis of 365 days per year, according to the number of days in the said period). The annual interest that the BONDS (Series 2) will bear will be at a rate of 0.5% (where the semi-annual interest rate will be 0.25%).
    1. The offering of the BONDS (Series 2) was not guaranteed by underwriting.

The Company thanks the investing public for its response to the offer according to the shelf offering report.

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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. .

Signed by:

Mr. Nevo Brenner, CFO

Ms. Yifat Givol, Adv., Legal Department Manager and Company Secretary

2/4/2026 | 4:50:58 PM