Share Issue/Capital Change • Jun 30, 2022
Share Issue/Capital Change
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Vesting of the Company's Restricted Stock Units; Expiration and Exercise of the Company's options. true. 2
| ������ ��"� | 1 58 |
| NAYAX LTD | |
| Corporation no: 513639013 | 13203 |
| - - - | |
| To: | Israel Securities Authority | To: | Tel Aviv Stock Exchange | �087 ( E087 ) ( Public ) | Reported via MAGNA: | 30/06/2022 | ||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2022-01-082051 | Time of broadcast: 17:55 17:55 |
Capital�s Status, Rights to Purchase Shares, Corporation�s Securities Registers and Changes thereinRegulation 31E of the Securities Regulations (Periodic and Immediate Reports) 5730-1970Regulation 31(a) of the Securities Regulations (Periodic and Immediate Reports) 5730-1970Regulation 31(b1) of the Securities Regulations (Periodic and Immediate Reports) 5730-1970Regulation 32 of the Securities Regulations (Periodic and Immediate Reports) 5730-1970
| Nature of the change: | Vesting of the Company's Restricted Stock Units; Expiration and Exercise of the Company's options. |
| Explanation: Briefly describe the nature of the change |
| Reference numbers of previous reports on the subject: | _________ , | _________ , | _________ . |
1. Status of the corporation�s securities after the change:Name and class of securityNo. of security on the stock exchangeQty. in registered capital
| Issued and paid-up share capital | |
| Most recent filing | Current qty. |
Qty. recorded by the nominee companyNAYAX, Ordinary Share1175116700000000
| 328,130,775 | 328,452,400 |
328,452,400NAYAX W 05/2111753630
| 36,617,792 | 36,322,417 |
0NAYAX, Restricted Share Units11810310
| 950,000 | 850,000 |
0Explanation: Enter all the Company�s securities, including securities that are not listed for trading.
2. The corporation announces that
| on | _________ | |||
| From | 01/06/2022 | to | 29/06/2022 |
a change occurred in the quantity of the corporation�s securities and in its register of securities owners (including rights to purchase shares) as a result of:
| Description of the nature of the change: | Vesting of Restricted Stock Units; Expiration and Exercise of options. |
Explanation: Describe all the details of the transaction or action in respect of which a change in the Corporation�s securities occurred.1
| Name of the registered Holder in respect of whom the change occurred: Altshuler Shaham Trusts Ltd. |
| Type of identification no.: No. in the Companies Register in Israel (CN) Identification no.: 513901330 |
Description of the nature of the change:
| Other | Vesting of the Company's Restricted Stock Units |
Date of change: 21/06/2022 Executed through the TASE Clearing House: No
| Type and name of the security in which the change was occurred: | NAYAX, Restricted Share Units |
No. of security on the stock exchange: 1181031
Balance of the security held by the Holder according to the most recent filing: 950,000
Balance of the security held by the Holder after the change: 850,000
Qty. of securities that increased/decreased : 100,000
Did the change involve an award of rights to purchase shares? No
| Total proceeds for the issued securities: | _________ |
No. of the underlying shares on the stock exchange: _________
Qty of underlying shares that would be created by the exercise or conversion of all securities: _________
Total proceeds that would be received from the exercise conversion of all securities into shares:_________
| The exercise period of the securities: | _________ |
From _________ to _________
Issued securities will be listed for trading: _________
Issue of these securities follows _________ issued on _________ Ref. no. _________
| Securities paid-up in full and consideration was received in full. | |
| Securities paid-up in full, consideration was not received in full. | |
| Issued for the purpose of an ATM program. | |
| Other | |
| Vesting of Restricted Stock Units into Shares. |
2
| Name of the registered Holder in respect of whom the change occurred: The Tel Aviv Stock Exchange Nominee Company Ltd. |
| Type of identification no.: No. in the Companies Register in Israel (CN) Identification no.: 515736817 |
Description of the nature of the change:
| Other | Vesting of the Company's Restricted Stock Units |
Date of change: 26/06/2022 Executed through the TASE Clearing House: Yes
| Type and name of the security in which the change was occurred: | NAYAX, Ordinary Share |
No. of security on the stock exchange: 1175116
Balance of the security held by the Holder according to the most recent filing: 328,130,775
Balance of the security held by the Holder after the change: 328,230,775
Qty. of securities that increased/decreased : 100,000
Did the change involve an award of rights to purchase shares? No
| Total proceeds for the issued securities: | _________ |
No. of the underlying shares on the stock exchange: _________
Qty of underlying shares that would be created by the exercise or conversion of all securities: _________
Total proceeds that would be received from the exercise conversion of all securities into shares:_________
| The exercise period of the securities: | _________ |
From _________ to _________
Issued securities will be listed for trading: _________
Issue of these securities follows _________ issued on _________ Ref. no. _________
| Securities paid-up in full and consideration was received in full. | |
| Securities paid-up in full, consideration was not received in full. | |
| Issued for the purpose of an ATM program. | |
| Other | |
| Vesting of Restricted Stock Units into Shares. |
3
| Name of the registered Holder in respect of whom the change occurred: Altshuler Shaham Trusts Ltd. |
| Type of identification no.: No. in the Companies Register in Israel (CN) Identification no.: 513901330 |
Description of the nature of the change:
| Expiry of options | _________ |
Date of change: 29/06/2022 Executed through the TASE Clearing House: No
| Type and name of the security in which the change was occurred: | NAYAX W 05/21, Options Convertible into Shares |
No. of security on the stock exchange: 1175363
Balance of the security held by the Holder according to the most recent filing: 36,617,792
Balance of the security held by the Holder after the change: 36,535,292
Qty. of securities that increased/decreased : 82,500
Did the change involve an award of rights to purchase shares? No
| Total proceeds for the issued securities: | _________ |
No. of the underlying shares on the stock exchange: _________
Qty of underlying shares that would be created by the exercise or conversion of all securities: _________
Total proceeds that would be received from the exercise conversion of all securities into shares:_________
| The exercise period of the securities: | _________ |
From _________ to _________
Issued securities will be listed for trading: _________
Issue of these securities follows _________ issued on _________ Ref. no. _________
| Securities paid-up in full and consideration was received in full. | |
| Securities paid-up in full, consideration was not received in full. | |
| Issued for the purpose of an ATM program. | |
| Other | |
| Expiration of Options. |
4
| Name of the registered Holder in respect of whom the change occurred: Altshuler Shaham Trusts Ltd. |
| Type of identification no.: No. in the Companies Register in Israel (CN) Identification no.: 513901330 |
Description of the nature of the change:
| Exercise of options | _________ |
Date of change: 27/06/2022 Executed through the TASE Clearing House: No
| Type and name of the security in which the change was occurred: | NAYAX W 05/21, Options Convertible into Shares |
No. of security on the stock exchange: 1175363
Balance of the security held by the Holder according to the most recent filing: 36,535,292
Balance of the security held by the Holder after the change: 36,322,417
Qty. of securities that increased/decreased : 212,875
Did the change involve an award of rights to purchase shares? No
| Total proceeds for the issued securities: | _________ |
No. of the underlying shares on the stock exchange: _________
Qty of underlying shares that would be created by the exercise or conversion of all securities: _________
Total proceeds that would be received from the exercise conversion of all securities into shares:_________
| The exercise period of the securities: | _________ |
From _________ to _________
Issued securities will be listed for trading: _________
Issue of these securities follows _________ issued on _________ Ref. no. _________
| Securities paid-up in full and consideration was received in full. | |
| Securities paid-up in full, consideration was not received in full. | |
| Issued for the purpose of an ATM program. | |
| Other | |
| Exercise of Options into Shares. |
5
| Name of the registered Holder in respect of whom the change occurred: The Tel Aviv Stock Exchange Nominee Company Ltd. |
| Type of identification no.: No. in the Companies Register in Israel (CN) Identification no.: 515736817 |
Description of the nature of the change:
| Exercise of options | _________ |
Date of change: 29/06/2022 Executed through the TASE Clearing House: Yes
| Type and name of the security in which the change was occurred: | NAYAX, Ordinary Share |
No. of security on the stock exchange: 1175116
Balance of the security held by the Holder according to the most recent filing: 328,230,775
Balance of the security held by the Holder after the change: 328,452,400
Qty. of securities that increased/decreased : 221,625
Did the change involve an award of rights to purchase shares? No
| Total proceeds for the issued securities: | _________ |
No. of the underlying shares on the stock exchange: _________
Qty of underlying shares that would be created by the exercise or conversion of all securities: _________
Total proceeds that would be received from the exercise conversion of all securities into shares:_________
| The exercise period of the securities: | _________ |
From _________ to _________
Issued securities will be listed for trading: _________
Issue of these securities follows _________ issued on _________ Ref. no. _________
| Securities paid-up in full and consideration was received in full. | |
| Securities paid-up in full, consideration was not received in full. | |
| Issued for the purpose of an ATM program. | |
| Other | |
| Securities paid-up in full and consideration was received in full. On May 30, 2022 and May 31, 2022, 28,125 options were exercised. The shares subject to the options were issued on June 1, 2022; On June 28, 2022 and June 29, 2022, 19,375 options were exercised. The shares subject to the options were issued on June 30, 2022. |
Explanations:1. If the change affects more than one security, list the effects of the change on each security in a separate row.2. Date of the change � Enter all the changes of the same type, involving the same security, that were performed on the same day, in a single row. For this purpose, distinguish between changes executed through the TASE Clearing House, and changes executed directly in the Company�s books.3. The change � For a decrease in quantity, add a �-" sign.4. In all the fields related to quantities, enter the quantity of securities, not their par value.
A change occurred only in the Corporation�s register of shareholders (and no change in the quantity of the Corporation�s securities occurred) as a result of:
| Description of the nature of the change: | _________ |
Explanation: Describe all the details of the transaction or action in respect of which a change in the register occurred.1Name of the registered Holder in respect of whom the change occurred: _________
| Type of identification no.: | _________ | Identification no.: | _________ |
| Date of change: | _________ | Executed through the TASE Clearing House: | _________ |
Type and name of the security in which the change was occured:_________
| TASE Security No.: | _________ |
| Qty. of the change: | _________ |
Balance of the security held by the Holder after the change: _________
3. Key information from the register of shareholders as of the filing date:
| No. | Name of registered shareholder | Type of identification no. | Identification no. | No. of the security on the stock exchange | Class of shares and par value | Qty. of shares | Does the Holder hold the shares as a trustee |
|---|---|---|---|---|---|---|---|
| 1 | The Tel Aviv Stock Exchange Nominee Company Ltd. | No. in the Companies Register in Israel (CN) | 515736817 | 1175116 | Ordinary shares of 0.0001 NIS | 328,452,400 | No |
4. Attached is a file containing the register of shareholders in accordance with the provisions of Section 130 of the Companies Law, 1999. Nayax_Ltd_-_Shareholder_Register_isa.pdf
5. Attached is an updated file containing the Corporation�s securities registers, including the register of option warrant holders and the register of bondholders. Nayax_Ltd_-_Securities_Registrar_isa.pdf
Details of the Company�s authorized signatories:
| Name | Position | |
|---|---|---|
| 1 | Michael Galai | Legal counsel _________ |
Explanation: According to Regulation 5 of Securities Regulations (Periodic and Immediate Statements) 5730-1970, any report filed according to these regulations must be signed by the corporation�s authorized signatories. See ISA Staff Position on this issue on the ISA website: LINK .
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| The corporation's securities are listed for trade on the TASE | Date of revision of form structure: 07/06/2022 |
| Short name: ������ | |
| Address: ���� ��������� 3 , ������ 4659071 | |
| Tel: 03-7694380 , Fax: 09-8644201 | |
| E-mail address: [email protected] Company site: www.nayax.com | |
| Previous names of reporting entity: | |
| Name of the Signatory: ���� ����� ����� Position of Signatory in the reporting corporation: | |
| Name of Employer Company: | |
| Address: ���� �������� 3 , ������ 4659071 | |
| Telephone: 054-4565396 Fax: | |
| E-mail: [email protected] 1 |
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