Regulatory Filings • Sep 16, 2025
Regulatory Filings
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("The Partnership")
September 16, 2025
To:
Israel Securities Authority Via MAGNA
Tel Aviv Stock Exchange Ltd. Via MAGNA
Dear Sir/Madam,
Subject: Engagement with Israel Natural Gas Lines Company Ltd. in an Agreement for the Transmission of Natural Gas to Egypt
Further to the provisions of Sections 7.13.2(b)(5) and 7.24.5(f) of Chapter A of the Partnership's periodic report for 2024, as published on March 10, 2025 (Reference No.: 2025- 01-015633) (hereinafter: "the periodic report"), Section 8(a) of the update to Chapter A included in the Partnership's Q1 2025 report, as published on May 12, 2025 (Reference No.: 2025-01-032985), and Section 7 of the update to Chapter A included in the Partnership's Q2 2025 report, as published on August 7, 2025 (Reference No.: 2025-01-058652), regarding the onshore connection project between the Israeli transmission system and the Egyptian transmission system in the Nitzana area, which includes the construction of a pipeline and a compressor station in the Ramat Hovav area (hereinafter: "the Nitzana Project" or "the Project"), the Partnership is pleased to update that on September 16, 2025, Chevron Mediterranean Limited, the operator of the Leviathan Project (hereinafter: "Chevron"), entered into an agreement with Israel Natural Gas Lines Company Ltd. (hereinafter: "INGL") for the provision of transmission services, for the purpose of transmitting natural gas from the Leviathan reservoir to Egypt via the Nitzana Project (hereinafter: "the Transmission Agreement").
According to the notice of the Natural Gas Authority dated August 24, 2025, the allocation rate for the Leviathan partners in the Nitzana Project will be 33.33%, or a higher rate if other exporters (i.e., the rights holders in the Tamar and Karish-Tanin reservoirs) do not exercise their right to receive an allocation in the Nitzana Project (hereinafter: "the Leviathan allocation rate"), until October 24, 2025 (hereinafter: "the allocation determination date").
According to Decision No. 3/2023 of the Natural Gas Sector Council regarding the financing and allocation of space in export pipelines, as detailed in Section 7.24.5(f) of Chapter A of the periodic report (hereinafter: "Decision 3/2023"), the capacity of the Nitzana Project is estimated by the Natural Gas Authority at approximately 6 BCM per year. According to this decision, 70% of the capacity allocated to each exporter will be in firm transmission, and the remainder will be in interruptible transmission. Assuming an allocation to the Leviathan partners at a rate of 33.33%, the daily firm transmission capacity guaranteed to the Leviathan partners under the Transmission Agreement will be approximately 140,000 MMBTU (hereinafter: "the basic capacity").
Below is a brief description of the main points of the Transmission Agreement and the related agreements signed in connection therewith between the Leviathan partners:
The Transmission Agreement regulates INGL's obligation to establish the Nitzana Project and to provide natural gas transmission services from the Leviathan reservoir, in accordance with Decision 3/2023 and Decision No. 2/2014 of the Natural Gas Sector Council regarding the financing of export projects through the Israeli transmission system (as detailed in Sections 7.24.5(e) and 7.24.5(f) of Chapter A of the periodic report).
The transmission of gas under the Transmission Agreement will commence no later than 36 months from the date of fulfillment of the conditions precedent, as detailed in Section 8 below (hereinafter: "the commencement date of transmission").
For the transmission services in relation to the basic capacity, Chevron will pay a transmission tariff composed of a Capacity Fee and a Throughput Fee, according to the prevailing transmission tariffs in Israel, as updated from time to time. In addition, INGL has committed to provide interruptible transmission services for additional quantities of gas beyond the basic capacity, subject to the capacity available in the transmission system, at a minimum volume of no less than 1.8 BCM per year (for all exporters who enter into the Transmission Agreement).
For the transmission of such additional quantities, Chevron will pay a transmission tariff for interruptible transmission services in relation to the quantities actually transmitted, as determined by the Natural Gas Authority. Chevron will also bear its proportional share (according to the Leviathan allocation rate) of the operating costs of the Nitzana Project facilities, including fixed costs of the project facilities, including the compressor station, and variable costs for electricity consumption for operating the compressor station, according to the actual usage rate.
The Transmission Agreement will terminate at the earlier of: (a) the date the agreement is canceled according to its terms; (b) 15 years from the commencement date of transmission; or (c) upon the expiration of INGL's transmission license. In addition, Chevron will be entitled to extend the term of the agreement by up to 5 additional years by prior notice, or to terminate the agreement by prior notice, after the earlier of: (a) 8 years from the commencement date of transmission; or (b) the date on which the total quantity transmitted reaches approximately 11.4 BCM.
The agreement also stipulates that in the event of a cessation of the majority of natural gas exports from Israel to Egypt (at least 90%, excluding secondary trade and exports via the EMG pipeline), not due to a breach of the relevant export agreement by Chevron, Chevron will be entitled, once during the term of the Transmission Agreement, to cancel it by prior notice. If, after the cancellation and until 15 years from the commencement date of transmission, exports to Egypt are renewed, the Transmission Agreement will be renewed according to the capacity available in the transmission system at that time.
In accordance with the principles set out in Decision 3/2023, Chevron's share (for the Leviathan partners' share in the Nitzana Project) in the total financing of the establishment of the Nitzana Project will be according to the Leviathan allocation rate. The Transmission Agreement sets an estimated budget for the establishment of the Nitzana Project at a total of approximately \$610 million (the Partnership's share, assuming a Leviathan allocation rate of 33.33%, is approximately \$92 million). The Transmission Agreement also stipulates that INGL may update the estimated budget by up to approximately 12% during the project, according to the actual project costs. Payment will be made according to milestones set in the agreement, with 40% of the amount to be paid shortly after the fulfillment of the conditions precedent, as detailed in Section 8 below, and the remainder to be paid according to the progress of the Nitzana Project. In addition, Chevron and/or the Leviathan partners (according to their proportional share in the Leviathan Project) are required to provide guarantees to INGL to secure Chevron's obligations for financing the Nitzana Project and for payments for transmission under the agreement. It should be noted that, on September 1, 2025, Chevron notified the Natural Gas Authority and INGL, on behalf of the Leviathan partners, that if other exporters do not exercise their right to receive an allocation and sign a transmission agreement by the allocation determination date, Chevron will be prepared to bear the full costs of establishing the Nitzana Project in exchange for the allocation of the full capacity (100%) of the Nitzana Project to the Leviathan partners, and that, according to this commitment, if the other exporters do not exercise their right to receive an allocation in the Nitzana Project by the allocation determination date, the Leviathan partners' share in the capacity allocation and in the financing of the Nitzana Project may increase up to 100%.
In the period until the commencement date of transmission, Chevron will be entitled to divert the basic capacity or part of it to the Jordan North line, subject to the conditions set in the Transmission Agreement. In addition, after the commencement date of transmission,
The validity of the Transmission Agreement is subject to the fulfillment of the following two conditions precedent by the allocation determination date:
(1) Approval of the Transmission Agreement by the Natural Gas Authority (it should be noted that this condition was fulfilled on August 31, 2025);
To the best of the Partnership's knowledge, as of the date of the report, transmission agreements have not yet been signed with other exporters in connection with the Nitzana Project.
To regulate the partners' activities under the Transmission Agreement, the Services Agreement sets out the approval procedures and authorizations required from the partners for various actions. In addition, the Services Agreement stipulates that each partner will bear its proportional share of the costs related to the Transmission Agreement, including connection fees (the construction cost of the Nitzana Project), transmission fees, and operating costs of the Nitzana Project. The Services Agreement also stipulates that each partner is required to provide bank guarantees to INGL in the amount of its proportional share of the guarantees required under the Transmission Agreement.
Under the EPC Services Agreement, the Leviathan partners, each according to its proportional share in the Leviathan Project, undertook to bear their share of the Leviathan partners' costs for any excess costs, if any, in the event that Chevron's actual execution costs for the compressor station exceed the fixed consideration. In this context, it should be noted that the Leviathan partners' share will be 100% of the total excess costs if only the Leviathan partners sign the Transmission Agreement by the allocation determination date. It should be noted that the total excess costs, according to Chevron's estimate as of this date, amount to approximately \$65 million.
The information presented above regarding the Nitzana Project, including information regarding the allocation rate of capacity to the Leviathan partners, the scope of daily capacity, the project's construction costs, and the Partnership's share of the costs, constitutes forward-looking information as defined in the Securities Law, 1968, which is not certain to materialize, in whole or in part, and which may materialize in a manner materially different from the above, due to various factors, including changes in project plans, regulatory changes or requirements, geopolitical changes or changes in the security situation in the area, operational or technical difficulties, or the realization of any of the risk factors involved in the Partnership's activities as detailed in the periodic report.
| Partnership | |
|---|---|
| Chevron | 45.34% |
| Ratio Energies – Limited Partnership |
39.66% |
| 15.00% |
Sincerely,
The General Partner in NewMed Energy – Limited Partnership
By: Yossi Abu, CEO
Saar Perag, VP Natural Gas Trading
²⁰¹ Calculated according to the representative exchange rates as of September 16, 2025.
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