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Tel Aviv Stock Exchange Ltd. — Earnings Release 2024
Mar 4, 2025
7071_rns_2025-03-04_e294bd79-ada8-42e0-a462-c923cc18c0ac.pdf
Earnings Release
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March 4, 2025
THE TEL-AVIV STOCK EXCHANGE LTD REPORTED FOURTH QUARTER AND YEAR 2024 RESULTS
March 4, 2025 Tel Aviv Stock Exchange Ltd (TASE:TASE) today announced its financial results for the year ended December 31, 2024. 1
1. General
- TASE continue to achieve strong financial results. The revenue in the fourth quarter of 2024 totaled to NIS 115.4 million, and increased by 14% compared to the corresponding quarter of 2023. Adjusted net profit increased significantly by 16% in the fourth quarter of 2024 to NIS 26.5 million, compared to NIS 22.7 million in the corresponding quarter last year and the Adjusted EBITDA amounted in the fourth quarter of 2024 to NIS 46.8 million, increased by 17%, compared to corresponding quarter last year.
- On March 4, 2025 the Board of Directors decided on the distribution of a dividend to the shareholders of the Company in the amount of NIS 50.7 million (representing NIS 0.52885 per share on the date of the resolution).
- In addition, on 6.3.2024 the Board of Directors of the Company approved a dividend distribution policy according to which, starting in its financial statements for 2024 through to its financial statements for 2026 (hereafter: "Dividend Distribution Policy"), the Company will work to distribute to its shareholders a cash dividend at a rate of 50% of the annual net profit as per the Company's consolidated annual financial statements, this on the date of approval of the annual financial statements (see section 1.2.2.4 here in after).
1.1 Highlights of TASE's Results for 2024 and Fourth Quarter of 2024 2024 Results:
- TASE revenues amounted to NIS 437.9 million in the year 2024, an increase of 12% compared to the previous year. The increase in revenue which was evident across all operations and was mainly due to an increase in revenues from data distribution and connectivity services, as a result of the increased volume of activity and the impact of the updated index-usage fees.
- Net financing income in 2024 totaled NIS 10 million, compared to net financing income of NIS 11.3 million in 2023. Net financing income in the year 2024 decreased due mainly to the increase in the financing expenses with respect to a loan obtained at the end of 2023, this despite the increase in financing income as a result of interest income on the deposits and gains on marketable securities.
- The adjusted EBITDA for 2024 totaled NIS 186.3 million, compared to NIS 157.6 million in 2023, an increase of 18% between the years. The increase is due mainly to an increase in profit before financing in an amount of NIS 26.1 million, eliminating share-based payment expenses and depreciation expenses in an amount of NIS 2.6 million.
1 The Board of Directors of TASE today approved the Consolidated Financial Statement as of December 31, 2024.
The consolidated financial statements of TASE were prepared in accordance with IFRS GAAP.
This is an English translation of parts of the information included in the approved financial statements. In the event of any discrepancy between the original Hebrew and the translation to English, the Hebrew version alone will prevail. The consolidated financial statements in the English Version will be published on the website by the end of April 2025.
- The adjusted profit in 2024 totaled NIS 107.2 million, compared to NIS 89.3 million in 2023, an increase of 20%. The increase in profit is due mainly to the increase in revenue from services, less the increase in costs and in tax expense, and the adjustment of the decrease in costs with respect to share-based payments.
- As of December 31, 2024, TASE Group has cash balances of NIS 438.3 million and Israeli government bonds of NIS 93.1 million, totaled NIS 531.4 million. The TASE Group surplus liquidity amounts to NIS 172.1 million over regulatory liquidity requirements.
- Free cash flow increased in 2024 to NIS 100.8 million compared to NIS 100.9 million in the previous year, mainly from operating activity.
Fourth Quarter Results
- TASE revenues amounted to NIS 115.4 million, compared to revenue of NIS 101.4 million in the corresponding quarter last year, an 14% increase. The increase in revenue is due mainly to an increase in revenue from data distribution and connectivity services, as a result of the increased volume of activity and the impact of the updated index-usage fees, this in addition to the increase in revenue from Clearing House services, mainly as a result of the increase in Clearing House services to members following the completion of regulation measures in relation to OTC transactions.
- The adjusted EBITDA in the fourth quarter of 2024 totaled NIS 46.8 million, compared to NIS 40.1 million in the corresponding quarter last year, a 17% increase. The increase is due mainly to an increase in revenue from services, which was partly offset by an increase in expenses.
- The adjusted profit in the fourth quarter of 2024 totaled NIS 26.5 million, compared to an amount of NIS 22.7 million in the corresponding quarter last year, a 16% increase. The increase is due mainly to the increase in revenue in revenue from services, less the increase in costs and in tax expense, and the adjustment of the change in costs with respect to share-based payments.
1.2 Business and Corporate Highlights for the Year 2024
1.2.1 MARKET INDICATORS
- The average daily trading volume of shares in the year 2024 amounted to approximately NIS 2.2 billion, an increase of 10% compared to the volumes in the previous year. In the fourth quarter of 2024 the average daily trading volume of shares amounted to approximately NIS 2.5 billion, an increase of 30% over the corresponding quarter of the previous year.
- The average daily trading volume of corporate bonds in the year 2024 amounted to approximately NIS 1.1 billion, an increase of 6% compared to the volumes in the previous year. The average daily trading volume of government bonds in the year 2024 amounted to approximately NIS 3.3 billion, a 15% increase compared to the volumes in the previous year. In the fourth quarter of 2024 the average daily trading volume of corporate bonds amounted to approximately NIS 1.09 billion, an increase of 13% over the corresponding quarter of the previous year and the average daily trading volume of government bonds amounted to approximately NIS 3.4 billion, a 3% decrease over the corresponding quarter of the previous year.
- The average daily trading volume of derivatives in 2024 amounted to 173.1 thousand units a day an increase of 10% compared to the previous year.
- The average daily redemptions/creations volume of mutual funds in 2024 amounted to NIS 1.9 billion compared with NIS 1.4 billion in the year of 2023, an increase of 35%. In the fourth quarter of 2024 the average daily redemptions/creations volume of mutual funds amounted to approximately NIS 2.2 billion, an increase of 48% over the corresponding quarter of the previous year.
- The average daily trading volume of T-bills in 2024 amounted to NIS 1.4 billion compared with NIS 1.4 billion in the year of 2023, an increase of 2%. In the fourth quarter of 2024 the average daily trading volume of T-bills amounted to approximately NIS 1.3 million, a decrease of 20% over the corresponding quarter of the previous year.
- The leading indices TA-35, TA-90, TA-125 and TA-SME60 have increased by 28.4%, 30.9%, 28.6% and 42.1% respectively, in the year 2024 and by 12.8%, 19.6%, 14.6% and 23.9% respectively, in the fourth quarter of 2024.
- In the year 2024, NIS 8.2 billion was raised on TASE in shares, a 4% decrease over the previous year, of which a total of NIS 0.8 billion was raised in 5 IPOs (compared to NIS 0.1 billion was raised in 1 IPOs during the year of 2023).
In the year 2024, NIS 123.5 billion was raised on TASE in corporate bonds, an 24% increase over the previous year and NIS 186.2 billion was raised on TASE in government bonds, an increase of 115% over the previous year.
For information regarding deferred income from listing fees as of December 31,2024 and the forecast for recognition of income, see Appendix hereto– Deferred income from listing fees.
▪ There was no material change in the balance of assets in custodianship at TASE-CH in 2024 which amounted to approximately NIS 3.2 trillion.
1.2.2 BUSINESS HIGHLIGHTS FOR THE YEAR 2024
1.2.2.1 Disclosure on the effects of the Iron Swords War
On October 8, 2023, following the surprise attack by Hamas, the Government of Israel declared a state of war (which is still ongoing after the reporting date). This has had an unsettling effect on TASE and on the Israeli economy as a whole. Prices dropped on TASE, the Fear Index surged and the exchange rate of the dollar crossed the NIS 4 mark. Nevertheless, the local market proved resilient, and already close to the end of October 2023 managed to curb the price drops and resume growth, as the indices regained and even somewhat exceeded their pre-war levels. Overall, in 2023 TASE's leading indices, TA-35 and TA-90, increased by 4%, each, and by the end of 2023 the devaluation of the shekel subsided and the Fear Index dropped close to its pre-war level.
In 2024, trading on TASE continued under the shadow of security and geopolitical tensions, which caused market volatility and even led to a downgrade of Israel's credit rating by international credit rating agencies, Moody's, S&P and Fitch.
In 2024, as the fighting persisted and expanded, the three rating agencies downgraded Israel's credit rating, as follows:
• Moody's: in February Moody's downgraded the rating from A1 to A2, and in September downgraded it again to Baa1, maintaining the negative outlook.
- S&P: in April S&P downgraded the rating from AA to A+, and in October downgraded it again to A, maintaining the negative outlook.
- Fitch: downgraded the rating in August from A+ to A, maintaining the negative outlook.
In the first seven months of 2024, moderate price gains were recorded in the local market, which, alongside positive macroeconomic data indicating economic stability, continued to show underperformance. Due to military initiatives and the return of a sense of civilian security, the last five months of the year saw a significant recovery that included sharp price gains in the leading TASE indices: the TA-35 index and the TA-90 index performed impressively, with increases of 28.4% and 30.9% respectively, outperforming the leading indices in the United States and Europe.
Overall in 2024, Israel's risk premium dropped significantly, the average trading volumes in the equity and bond markets increased by an average 10% and 13%, respectively, compared to 2023, and TASE continued to serve as a significant source of fundraising for the State of Israel and the companies.
It should be noted that, in January 2025, the aforementioned rating agencies published announcements indicating that a successful implementation of the ceasefire agreement between Israel and Hamas may ease economic pressures. However, they emphasized that they would continue to monitor the implementation of the agreement, as there is still uncertainty as to its sustainability and whether it would lead to a durable cessation of the war and to a reduction in the prolonged heightened risks that are currently reflected in Israel's negative rating outlook.
Additionally, in January 2025, the Bank of Israel updated its macroeconomic forecast. According to the updated forecast, GDP is expected to grow at a slightly higher rate than that reflected in its previous forecast, inflation is expected to rise and then subside, and the government deficit and debtto-GDP ratio are expected to be lower than previously forecasted.
Nevertheless, the economy will be slower to recover than in past crises and has yet to resume its pre-war level of activity. The war, the duration and scope of which cannot be estimated, could have adverse effects on the Israeli market and the economy, including economic slowdown, exchange rate fluctuations, disruptions in the manufacturing and supply chain, rise in food, commodity and energy prices, and increase in the government deficit.
Alongside the anticipated impact of the Swords of Iron War on Israel's macroeconomic indicators and the growing uncertainty in the market, the War is also expected to affect the operations and profitability of corporations in Israel and increase the occurrence of insolvency proceedings and debt arrangements, which will entail higher credit losses and provisions for credit losses by financiers. Those effects, combined with the macroeconomic effects, could also affect, both indirectly and directly, the operations and profitability of TASE, this, inter alia, as a result of changes in the prices of shares, changes in the prices of government and corporate bonds, changes in the volumes of activity in the various channels, change in the activity of the foreign investors and the institutional investors, and change in the volumes of capital and debt raising on TASE. At this stage, despite the long time that has elapsed since the breakout of the war, and due to the uncertainty surrounding the intensity, duration and long-term effects of the War, the Company is unable to assess the impact of those changes on its operations and profitability.
1.2.2.2 Move for the Sale of the Arrangement Shares
On 14.12.2023, the Board of Directors of TASE approved a move in connection with the Arrangement Shares (hereafter in this section: "the Move"), this following the discussions held over the past two years between TASE and the five TASE members that hold the Arrangement Shares, which included controversies in relation to their continued holding of the Arrangement Shares and their entitlement to a dividend and TASE's resolution to discontinue the dividend distribution policy and adoption and execution of buyback plans. Within the framework of the Move, it was agreed that, subject to the payment by TASE of a special dividend in an amount of NIS 2.5 per shares to all shareholders at TASE, the five TASE members that had held 17,156,677 Arrangement Shares (hereafter: "the Selling Shareholders") were to grant an irrevocable power of attorney to Leader & Co. Investment House Ltd. (hereafter: "Leader") for the sale of the aforesaid shares, for the duration of 12 months from the payment date of the aforesaid dividend, whereby, for each such sale TASE will receive the Excess Consideration (net of commissions and other related expenses). It should be noted that, on 13.12.2023, the position of the Israel Securities Authority was received, pursuant to which it does not intervene in TASE's position that the Move does not contradict the provisions of Amendment No. 63 of the Securities Law will be used for investment in technological infrastructure of TASE ("Amendment No. 63").
The Move included the mutual waiver by the parties of any contention, demand or claim in connection with arguments that had been exchanged between them in relation to the Arrangement Shares, as aforementioned.
On January 24, 2024, the book building process was completed for the acquisition of the 17,156,677 Arrangement Shares by a number of Israeli public institutions and foreign public institutions (hereafter collectively: "the Acquiring Institutions"), at a price of NIS 20.6 per share.
The (gross) consideration for the shares totaled NIS 353.4 million, of which NIS 87 million was paid to the Selling Shareholders and TASE received (net, after deduction of commissions and other related expenses) NIS 242.5 million. The consideration transferred to TASE was carried directly to the equity of TASE and in accordance with the provisions of Amendment No. 63.
On December 22, 2024, TASE received a consideration (net, after the deduction of commissions and related expenses) in an amount of NIS 10.1 million from a TASE member, an additional shareholder that sold 260,417 shares of the Company that were in his possession. According to the information provided by the selling shareholder, he had sold the shares in the period from December 9, 2024 to December 12, 2024 at an average price of NIS 44.86 per share and for a total consideration of NIS 11.7 million, of which the selling shareholder received NIS 1.3 million while TASE received (net, after the deduction of commissions and related expenses) an amount of NIS 10.1 million.
To complete the picture, it should be noted that, for the purpose of implementing the move and arranging the settlement of the transactions with the foreign Acquiring Institutions, TASE, Leader and Jefferies LLC entered into a distribution agreement.
It should also be noted that, as part of the Move and despite the existence of sufficient liquid balances, the Board of Directors of TASE has approved TASE's engagement in an agreement with a bank for the receipt of a loan in an amount of up to NIS 150 million. In January 2025, after the reporting date, the Company made a full early repayment of the balance of the loan.
In view of the aforesaid, until the end of 2024, following sales of the Arrangement Shares, the Company received a total of NIS 317 million (of which NIS 252.5 million was received in 2024), which was carried in its financial statements directly to the Company's equity.
To the best of the Company's knowledge, to the date of the report and further to the aforesaid, only 833 Arrangement Shares remain in the possession of two TASE members.
1.2.2.3 Bank loan
(1) 2023 loan
On December 28, 2023, the Company obtained a bank loan in an amount of NIS 150 million ("the Repaid Loan"), bearing annual interest at a rate of Prime+ 0.5%, repayable in 36 equal principal installments at the end of each month, commencing in January 2024 through to December 2026 ("the Loan Agreement"). The interest on the loan is payable concurrently with the aforesaid principal installments. The Company has made undertakings to the bank that are customary in agreements such as the Loan Agreement.
As part of its undertakings to the bank, the Company has made a commitment to the bank not to pledge or mortgage, in any manner and for any purpose whatsoever and not to sell, transfer and transact in any manner in the Company's rights in the real estate that is used for the offices of the Company. In January 2025, after the reporting date, the balance of the loan, in an amount of NIS 100 million, was paid by way of early repayment. As of December 31, 2024, the Company was in compliance with all of the covenants undertaken in the Loan Agreement, as follows:
| Covenant | Description of covenant | Required ratio | Actual ratio as of 31.12.2024 |
|---|---|---|---|
| Ratio of equity to total assets |
The Company has undertaken to maintain a minimum ratio of equity to total assets. |
45% (minimum) | 70% |
| Debt coverage ratio | The Company has undertaken to maintain a maximum ratio of the balance of its non subordinated liabilities to banks, financial institutions and other lenders, including shareholders/related parties in the operating profit to debt servicing (*) |
2.5 (maximum) | 0.8 |
| Debt servicing ratio (**) |
The Company has undertaken to maintain a minimum ratio of operating profit to debt servicing(*) with the addition of the balance of cash and cash equivalents and financial assets at fair value through profit or loss (T-bills and government bonds), eliminating the balance of the excess consideration that will be transferred to the Company and used for investment in the Company's technological infrastructure and net of a dividend and the entitlement dividend (within the framework of the Arrangement Shares move) in the debt servicing (current maturities of the loan including financing expenses payable). |
1.25 (minimum) | 2.8 |
- (*) Based on its stand-alone financial statements on the date of review and after intercompany settling of accounts. Operating profit to debt service - profit before financing, net and taxes with the addition of depreciation and amortization expenses for the past 12 months.
- (**) In accordance with the terms of the Repaid Loan, the debt servicing ratio was calculated net of the receipts received in recent years from the sale by TASE members of Company shares that they had received as part of the arrangement for the restructuring of TASE from 2018 (hereafter: "the Arrangement Shares").
(2) 2025 loan:
On January 9, 2025, after the reporting date, and concurrently with the transaction for the buyback of Company shares (see section 1.2.2.17 below), the Company obtained a loan from another bank in an amount of NIS 130 million ("the New Loan"). The New Loan was used by the Company to make a full early repayment of the old loan (as described in section (1) above), with a balance of NIS 100 million (principal and interest) on the repayment date. The New Loan bears annual interest at the rate of Prime with the addition of a 0.2% margin and is repayable in 36 equal monthly principal installments at the end of each month, commencing in February 2025 through to January 2028 (inclusive). The interest on the Loan is payable concurrently with the aforesaid principal installments. The Company has made undertakings to the bank that are customary in agreements such as the Loan Agreement.
The New Loan contains undertakings with similar characteristics to those prescribed for the Repaid Loan, including an undertaking to refrain from pledging the TASE building and an undertaking not to sell, transfer or make any transaction in the rights of the Company in the real estate that is used for the offices of TASE, as well as an undertaking to comply with covenants that are calculated in relation to the Company's (stand-alone) data, as described below, which will be examined commencing on March 31, 2025.
In addition, the Company received a credit facility from the bank in an amount of NIS 120 million, for a period of one year ("the Credit Facility"). With respect to the Credit Facility, the Company will pay a setting-up ("non-utilization") fee in an amount equal to 0.33% of the amount of unutilized credit therein. In the event of utilization of the Credit Facility, the credit amounts will bear interest at an identical rate to that of the New Loan. The Company's undertakings to the bank in respect of the New Loan shall also apply in relation to the Credit Facility. As of the filing date of these financial statements, the Company has not utilized the Credit Facility.
| Covenant | Description of covenant | Required ratio | |
|---|---|---|---|
| Ratio of equity to total assets |
The Company has undertaken to maintain a minimum ratio of equity to total assets(*) |
45% (minimum) | |
| Debt coverage ratio | The Company has undertaken to maintain a maximum ratio of the balance of its non-subordinated liabilities to banks, financial institutions and other lenders, including shareholders/related parties in the operating profit to debt servicing(**) |
2.5 (maximum) | |
| Debt servicing ratio (***) | The Company has undertaken to maintain a minimum ratio of operating profit to debt servicing(**) with the addition of the balance of cash and cash equivalents and financial assets at fair value through profit or loss (T-bills and government bonds), in the debt servicing (current maturities of the loan including financing expenses payable according to the loan's repayment schedule). |
1.25 (minimum) |
The Company has also undertaken to the bank to comply with the following covenants:
(*) Based on its stand-alone financial statements on the date of review.
(**) Based on its stand-alone financial statements on the date of review. Operating profit to debt service - profit before financing, net and taxes with the addition of depreciation and amortization expenses for the past 12 months.
(***) In accordance with the terms of the New Loan, the receipts received from the sale of Arrangement Shares (as defined in note (1) above) will be taken into account in determining the compliance with this covenant.
1.2.2.4 Dividends
On January 2, 2024, the Company paid a dividend of NIS 2.5 per share, in a total amount of NIS 231 million. For further details, see the immediate report published by the Company on December 14, 2023 (reference no.: 2023-01-136920).
On March 21, 2024, the Company paid a dividend of NIS 0.45 per share, in a total amount of NIS 41.6 million. For further details, see the immediate report published by the Company on March 6, 2024 (reference no.: 2024-01-019909).
In accordance with the dividend distribution policy adopted by the Company, as described in section 1.2.2.5 below, on March 4, 2025, after the reporting date, the Board of Directors of the Company decided on the distribution of a dividend to the Company's shareholders in an amount of NIS 50,697 thousand (representing NIS 0.52885 per share on the date of the resolution), and set the record date for March 12, 2025 and the payment date for March 20, 2025.
1.2.2.5 Dividends Distribution Policy
On March 6, 2024, the Board of Directors of the Company approved a dividend distribution policy in connection with the profits of the Company in the years 2024 to 2026 (hereafter: "the Dividend Distribution Policy"), pursuant to which, commencing on the date of approval of the financial statements as of December 31, 2024 through to the date of approval of the financial statements as of December 31, 2026, the termination date of the Dividend Distribution Policy, the Company will work to distribute to its shareholders a cash dividend at the rate of 50% of the annual net profit as per the Company's consolidated annual financial statements, this on the date of approval of the annual financial statements.
To remove any doubt, it is hereby clarified that the approval of the Dividend Distribution Policy does not obligate the Board of Directors of the Company to pass a resolution on the distribution of a dividend. Any resolution on the distribution of a dividend will be passed subject to compliance with the distribution criteria set out in the Companies Law, which would be reviewed on the date of passing of a resolution to distribute a dividend, and in consideration of the current business needs of the Company, the budget and the work plan of the Company for the year pertaining to the distribution, the liquidity situation of the Company, liabilities and covenants, as well as regulatory requirements that apply to companies in the Group (e.g. liquidity requirement and minimum capital requirement), all on the date that such resolution is passed. It is further clarified that the Board of Directors may modify and/or cancel and/or deviate from the Dividend Distribution Policy at any time.
1.2.2.6 Collective Agreement
On March 28, 2024, the Company entered into a special collective agreement for 2024-2028 (hereafter: "the New Collective Agreement") with the New General Labor Federation and the Company's Employees Representation.
The New Collective Agreement, similarly to the previous collective agreements, contains various provisions regarding the terms of employment of the Company employees, including provisions that prescribe work hours and terms of wages as well as related benefits and conditions (such as: annual bonuses, pay rises, social and related benefits such as pension insurance, severance pay, advanced study fund, vacations, sick pay, recreation, travel expenses/company car/lease, employee loans, welfare expenses, etc). The principal changes in the New Collective Agreement relative to previous collective agreements include modification of the calculation of overtime; stipulation of arrangements for the employment of outsourced workers; updating of the pay rise to the effect that, starting in the New Collective Agreement and thereafter, the annual pay rise for employees will be at a rate of 3% the total salary, and cancellation of the linkage to the CPI(*); setting of a mechanism and provisions for the payment of an annual bonus at a rate of 12% of the annual profit (before tax) as reported in the Company's statement of profit or loss, excluding extraordinary profits or losses, which shall not exceed the ceiling stipulated in the Agreement and will be payable subject to the achievement of a minimum profit target; the application of Section 14 of the Severance Pay Law to any employee hired by TASE starting on the date of the Agreement and thereafter.
In the assessment of the Company, the effect on the results of the Company of the Collective Agreement taking effect is in an immaterial amount to the Company.
Upon the signing of the New Collective Agreement, the labor dispute declared on November 6, 2022 was rescinded. The New Collective Agreement is exhaustive of the demands of the Employees Representation, including any financial demand through to the end-date of the Agreement, and includes an undertaking by the Employees Representation for industrial peace throughout the period of the Agreement, while TASE, on its part, has undertaken to refrain from unilateral changes in vested rights and terms of employment.
For additional information, see the immediate report published by the Company on March 28, 2024 (reference no.: 2024-01-034611).
(*) This, compared to a pay rise at a rate of 3.5% of the salary or at the rate of increase in the CPI with the addition of 1.5%, as the greater of the two, pursuant to previous collective agreements.
1.2.2.7 Appointment and equity compensation of the Legal Counsel
On 15.2.2024, the Company's Legal Counsel, who took office on 1.2.2024, was granted 176,342 warrants out of the Company's pool of warrants, which are exercisable, each, into one ordinary share of the Company, at an exercise price of NIS 23.58.
Based on the fair value of the warrants on their grant date, the cost of the benefit embodied in the warrants amounted to NIS 1.3 million.
1.2.2.8 Equity compensation to directors
On February 27, 2024, Mr. Yoav Chelouche, an external director of the Company, stepped down. Accordingly, 52,011 warrants that had been granted to him expired and were forfeited and returned to the Company's pool of warrants.
1.2.2.9 Retention plan for the CEO
(1) First Retention Plan
On May 1, 2019, TASE's general meeting, after receiving the approval of its Compensation Committee and Board of Directors, approved a first retention plan for the CEO of TASE (hereafter: "First Retention Plan"), which includes the following three components:
(a) An additional monthly payment that will be paid partially starting in the June 2019 salary and partially starting in the January 2022 salary.
(b) The provision of a retention loan to the CEO of NIS 3.5 million (the "Loan") for a period of 5 years starting on June 1, 2019 (the "Loan Term"). If the CEO continues to work at the company until the end of the Loan Term (i.e., May 30, 2024), the entire Loan will convert into a one-time bonus to the CEO.
On May 30, 2024, the term of the aforesaid loan ended, and the amount of the loan became a one-time bonus to the CEO.
(c) The approval of an equity compensation plan for the CEO, pursuant to which 4,250,000 warrants that are exercisable into shares of TASE will be allocated to a trustee on behalf of the CEO. The warrants will vest in one installment five years from the date of the allocation. The warrants for the CEO that are allocated under the equity compensation plan will not be listed on TASE. Based on the fair value of the warrants on their grant date, the cost of the benefit embodied in the warrants amounted to NIS 2.7 million.
On November 25, 2024, the TASE CEO exercised 4,250,000 warrants granted to him under a cashless mechanism into 3,418,843 ordinary shares of TASE. Following the exercise of the warrants, as above, and the grant of additional warrants under a second retention plan, as of December 31, 2024 the CEO holds 3.57% of the issued share capital of the Company, and 3.96% assuming full dilution.
(2) Second Retention Plan
On May 4, 2023, the general meeting of the shareholders of TASE, following the approval by the Board of Directors and the Audit Committee in its capacity as the Compensation Committee on March 28, 2023, approved an additional retention plan for the CEO (hereafter: "Second Retention Plan") that is comprised of two components, as follows:
- (a) The provision of a retention loan to the CEO of NIS 3.5 million (hereafter: "the Loan") for a period of 5 years starting on June 1, 2023 (hereafter: "the Loan Term"). If the CEO continues to work at TASE until the end of the Loan Term (i.e., May 31, 2028), the entire Loan will convert into a bonus.
- (b) Approval of an equity compensation plan for the CEO, pursuant to which, on June 1, 2023, 544,435 warrants exercisable, each, into one ordinary share of TASE at an exercise price of NIS 40 per warrant, were allocated to a trustee on behalf of the CEO. The warrants vest in one installment at the end of five years from June 1, 2023. The warrants for the CEO allocated under the equity compensation plan were not listed on TASE. Based on the fair value of the warrants on their grant date, the cost of the benefit embodied in the warrants amounted to NIS 1.5 million.
1.2.2.10 Equity compensation to new directors
On March 4, 2025, after the reporting date, the Board of Directors of the Company (after obtaining the approval and recommendation of the Audit Committee in its capacity as Compensation Committee) approved an allotment of 33,184 warrants of the Company (16,592 each), which are exercisable, each, into one ordinary share of the Company, at an exercise price of NIS 54.37, to 2 new outside directors in the Company recommended by the Nominee Committee.
Based on the fair value of the warrants on their grant date, the cost of the benefit embodied in the warrants amounted to NIS 427 million.
1.2.2.11 Equity compensation to new EVP
On March 4, 2025, after the reporting date, the Board of Directors of the Company (after obtaining the approval and recommendation of the Audit Committee in its capacity as Compensation Committee) approved an allotment to a Company officer reporting to the CEO, who will take office as EVP, member of management, Director of the Economics Department in the Company, of 95,248 warrants of the Company, which are exercisable, each, into one ordinary share of the Company, at an exercise price of NIS 60. It is hereby clarified that the allotment date will not take place before the offeree takes office as an officer in the Company.
Based on the fair value of the warrants on their grant date, the cost of the benefit embodied in the warrants amounted to NIS 1,080 million.
1.2.2.12 Updating of TASE's Account Management Fees
On 25.9.2024, the Israel Securities Authority's approved the updating of the custody fee (account management fees) that the TASE Clearing House charges from Clearing House members that are not custodian members, following the approval of said update by the Board of Directors of TASE (further to the recommendation of the Board of Directors of TASE-CH)1 .
For additional information, see the immediate report published by the Company on 25.9.2024 (reference no.: 2024-01-605871).
1.2.2.13 General meetings
On 11.9.2024, an annual general meeting was held by the Company, in which the following resolutions were passed: (a) discussion was held of the financial statements of the Company and of the Directors' Report on the State of the Company's Affairs for the year ended 31.12.2023, (b) reappointment of the director - Mr. Salah Saabneh, (c) reappointment of an independent director - Mr. Gideon Herstein, (d) reappointment of the Company's auditors until the date of approval of TASE's annual financial statements for 2024 and authorizing the Company's Board of Directors to determine their fees.
On December 26, 2024, a special general meeting was held, in which the following resolutions were passed: renewal of the office of the independent directors of TASE recommended by the Nominating Committee, Ms. Merav Ben Cnaan Heller and Mr. Aharon Aharon, the appointment of new directors - Ms. Ronit Meiri Harel and Mr. Moshe Wolf as external independent directors recommended by the Nominating Committee, and the appointment of the Somekh Chaikin (KPMG) accounting firm as auditors of the Company for the period commencing shortly after the approval of TASE's annual financial statements as of December 31, 2024 and ending on the date of approval of TASE's financial statements for 2025.
1 Within the framework of the Israel Securities Authority's approval, the Regulations Pursuant to the Fifth Part of the TASE Rules were amended, authorizing the TASE CEO to update the rate of the payments that are charged of customers outside Israel. Such update will be executed not more than once a year, within the price range that shall be prescribed in the Pricelist that is an appendix to the Regulations Pursuant to the Fifth Part .
On March 4, 2025, after the reporting date, the Board of Directors of the Company approved the convening of an annual general meeting, to be held on April 10, 2025 during which, inter alia, the reappointment of Ms. Ornit Kravitz and Mr. Jonathan Kolodny as directors in the Company will be brought up for approval.
1.2.2.14 Legal Proceedings
- On October 14, 2024, the Israeli Association of Mutual Fund Managers Ltd. filed a petition against the Israel Securities Authority and against TASE (hereafter: "the Respondents"), in which they request the Court to order the Respondents to stand before the Court and provide reasoning for not cancelling the Authority's resolution from September 21, 2022 to partly approve the resolution of the Board of Directors of TASE to amend the Pricelist that is included as an appendix to the Regulations pursuant to the Fifth Part of the TASE Rules, which provides for the raising of the rates of the commissions that TASE charges for the use of the equity and bond indices that it edits. Alternatively, the Supreme Court is requested to order the Respondents to provide reasoning for not cancelling the raising of the rates in the manner in which it was determined. The petition alleges that the Authority approved the raising of the rates that TASE charges of the members of the Association in a manner that constitutes a breach of its duty to supervise the activity of TASE.
The preliminary response submitted on behalf of TASE on December 11, 2024, points out the substantial delay in the filing of the petition, as TASE has been operating pursuant to the Authority's approval for close to two years, a delay that is not accounted for in the petition. On the merits of the matter, TASE argued that the resolution was passed by a professional authority, in its field of expertise, this at the conclusion of a prolonged process that considered the interests of the members of the Association, based on which the Authority saw fit to approve a moderate increase of the index rates, even rejecting a significant portion of the Board of Directors' resolution. The rates that were ultimately approved were much lower than those requested by TASE, and the resolution even included transitional provisions to allow the Association members time to prepare for the changes. Accordingly, it was the opinion of TASE that, even on its merits, the petition does not reveal any flaw that justifies the Court's intervention, and should therefore be rejected.
According to the Supreme Court's decision from October 14, 2024, the Israel Securities Authority is required to submit its preliminary response to the petition by March 9, 2025. To the publication date of these financial statements, the lawyers of the Company believe that the petition is more likely to be rejected than accepted.
- On January 16, 2025, after the reporting date, TASE received copies of a motion to certify a class action and a class action statement of claim against TASE, which was filed with the Economic Department of the Tel Aviv-Jaffa District Court by a named plaintiff (hereafter: "the Plaintiff"), which, on January 9, 2025 had allegedly held 12 shares of the Company. The cause of the Claim is minority oppression, based primarily, according to the Plaintiff, on the Company's buyback, on January 9, 2025, of 4,622,028 Company shares from Manikay Fund, an interested party in the Company (hereafter: Manikay Fund") at a price pf NIS 43.79 per share, and for a
total consideration of NIS 202.4 million (hereafter: "the Buyback Transaction"). This, while the closing price of the Company's share on the day preceding the Transaction was NIS 43.04 per share. The Plaintiff alleges that this move of a buyback from Manikay Fund at a permium over the market price, instead of a tender offer to all the equity holders of the Company, amounts to oppression of the other equity holders, other than the Company or Manikay Fund (hereafter: "the Represented Class"), due to the grant of an advantage and a benefit to Manikay Fund, while depriving the other equity holders. On February 4, 2025, the Company contacted the Plaintiff, requesting documentation regarding his alleged holdings of the Company's shares as of January 9, 2025, and in response it did receive a confirmation that appeared to attest to these holdings. Based on the date of submission of the certification motion to the Company, the Company is required to submit its response by April 24, 2025. According to the judge's decision, a preliminary hearing in the certification motion will be scheduled after the submission of arguments.
In the opinion of the Company's legal counsel, at this preliminary stage the chances of the certification motion cannot be estimated. Nevertheless, based on a preliminary review of the arguments and considering the documents furnished, the assessment of the Company's legal counsel is that the chances of the certification motion being accepted are low.
1.2.2.15 Internal Auditor
Throughout 2024 and as of December 31, 2024, the internal auditor of TASE was Sharon Tabib, CPA, of the Ziv Haft (BDO) firm, who took office on April 15, 2011. In December 2023, the Audit Committee of TASE decided to cut back the term of office of an internal auditor at TASE to 10 years. Nevertheless, it has been decided to extend the office of Ms. Tabib until the end of 2024, and the matter was reported to the Board of Directors. Further to the aforesaid, on May 16, 2024, TASE's Audit Committee decided to initiate a process for sourcing a new internal auditor for TASE, and at the conclusion of an orderly and professional process conducted by the Audit Committee, it has decided to recommend to the Board of Directors to appoint Mr. Alon Amit, of the Raveh Ravid & Co. firm, as internal auditor. The recommendation to appoint Mr. Alon Amit as internal auditor was based on his education, expertise and professional experience (including in the capital market), and accounted for TASE being the sole stock exchange in Israel, its size, and the scope and complexity of its operations. The internal auditor meets the conditions prescribed in Section 3(A) of the Internal Audit Law, 1992, as well as the provisions of Section 146 (B) of the Companies Law and the provisions of Section 8 of the Internal Audit Law. The officer in charge of the internal auditor at TASE is the Chairman of the Board of Directors. On November 20, 2024, further to the recommendation of the Audit Committee and for the reasons specified above, the Board of Directors of the Company approved the appointment of Mr. Alon Amit as the internal auditor of TASE. The office of Mr. Alon Amit as internal auditor at TASE commenced on January 1, 2025, and on the same date the office of Ms. Sharon Tabib ended.
1.2.2.16 Appointment of Auditors
Process for the review and sourcing of auditors in accordance with Proposed Best Practices for Directors
In accordance with the Audit Committee's work procedure (as updated in conformity with the Proposed Best Practices for Directors Promoting Quality Audit of the Financial Statements, published by the Israel Securities in October 2021), the Audit Committee is required to examine every 5 years the need to replace the Company's auditors. Accordingly, on July 17, 2024, the Audit Committee discussed the need to replace the Company's auditors. Further to said discussion, considering the long term of service of the Brightman Almagor Zohar (Deloitte) firm as auditors of the Company, for the past 24 years, the Audit Committee decided to initiate a formal procedure for the selection of auditors for TASE .
Subsequently, on October 29, 2024, the Audit Committee completed the selection process, having interviewed the four largest accounting firms in Israel, including Brightman Almagor Zohar (Deloitte) Certified Public Accountants, for the position of the Company's auditors. At the conclusion of said process, the Audit Committee decided to recommend to the Company's Board of Directors to convene a general meeting, the agenda of which will include the appointment of the Somekh Chaikin (KPMG) accounting firm as auditors of the Company. Subject to the receipt of the general meeting's approval, the appointment of the auditors will commence shortly after the date of approval of TASE's financial statements for 2024 and end on the date of approval of TASE's financial statements for 2025. On November 20, 2024, at the recommendation of the Audit Committee, as above, the Board of Directors of the Company decided to convene a general meeting, the agenda of which included, inter alia, the appointment of Somekh Chaikin (KPMG) as auditors of the Company, as aforesaid. On December 26, 2024, the general meeting decided to approve the aforesaid appointment. For additional information on the appointment of the auditors, including the process conducted by the Audit Committee and the reasoning underlying its decision to appoint Somekh Chaikin (KPMG) as auditors, see the general meeting convening report dated November 20, 2024 and the immediate report on the results of the meeting dated December 26, 2024 (reference no.: 2024-01-627678). The information presented in the aforesaid reports is included herein by way of reference.
1.2.2.17 Plan for the buyback of the Company's shares from Manikay Fund
On January 9, 2025, after the reporting date, and after obtaining the approval of the Audit Committee and the Board of Directors of the Company (as well as following the review by the Risk Management Committee of the Company's Board of Directors of the aspects pertaining to the capital and liquidity requirements), the Company entered into a transaction with Manikay Global Opportunities Holdings 1, LLC (hereafter: "Manikay Fund"), an interested party in the Company, for the buyback of 4,622,028 ordinary shares of the Company (hereafter: "the Purchased Shares"), representing 4.82% of the issued share capital of the Company (excluding dormant shares held by the Company), at a price of NIS 43.79 per Purchased Share and for a total consideration of NIS 202.4 million (hereafter: "the Transaction"). The Transaction was executed as an OTC transaction.
On the one hand, following the execution of the Transaction, Manikay Fund's percentage holding decreased to approximately 15.2% of the issued share capital of the Company (excluding dormant shares held by the Company, including the Purchased Shares). On the other hand, due to the
Purchased Shares becoming dormant shares, the percentage holdings of the other equity holders in the Company are expected to increase by a uniform rate of approximately 5.07% of the issued share capital of the Company (excluding dormant shares held by the Company, including the Purchased Shares).
To complete the picture, it should be noted that, as part of the move and despite the existence of sufficient liquid balances, the Board of Directors of TASE has approved TASE's engagement in an agreement with a bank (hereafter: "the Bank") for the receipt of a loan in an amount of up to NIS 130 million (hereafter: "the New Loan"). The New Loan was used by the Company to make an early repayment of the old loan, with a balance of NIS 100 million (principal and interest) on the date of the transaction. In addition, in order to maintain a positive cash balance at the level of the Company (stand-alone), a wholly-owned subsidiary of the Company distributed to it a dividend of NIS 30 million out of its liquid balances.
In addition, since the balance of the receipts from the sale of the Arrangement Shares, which is designed to finance the investments in the Group's IT systems, cannot be included in the liquid means of the Group for purposes of the compliance with the Capital and liquidity Requirements, the Company has also entered into an agreement with the Bank for the receipt of a credit facility of NIS 120 million for a period of one year. To the publication date of this report, the credit facility has not been utilized.
1.2.3 CORPORATE HIGHLIGHTS FOR THE YEAR 2024
1.2.3.1 Objectives and Business Strategy:
At the end of five years of the approval of the Company's previous strategic plan, on 23.10.2022 the Board of Directors of the Company approved a new strategic plan for the years 2023-2027, as described below:
Strategic goals - According to the updated strategic plan, the Company intends to promote four principal strategic goals:
- Further developing and enhancing the value proposition of TASE's core activity
- Strengthening the direct activity and ties with the end customers
- Digital assets strategy
- Export of technological services and solutions to foreign exchanges
Quantitative goals - As part of the approval of the Strategic Plan, the Board of Directors of the Company has set a compounded annual growth rate (CAGR) from organic growth of 10% to 12% in the years 2023-2027. Achievement of the aforesaid goal depends, among others, on the Company's flexibility in determining its tariffs.
Restructuring of the TASE Group - The Board of Directors of the Company approved the advancement of a restructuring in the TASE Group in order to ensure the effective implementation of the strategic plan and to further the continued development and upgrading of the capital market for the benefit of the public. Within this framework, a new public holding company will be established, which will hold 100% in the Company that will become a private company, and at the same time the subsidiaries of the Company will be moved up, becoming subsidiaries of the new holding company
and fellow subsidiaries of the Company and of new companies that would be established as part of the implementation of the aforementioned business and strategic plans of the TASE Group. It is hereby emphasized that the implementation of the aforesaid restructuring requires the obtaining of the approval of TASE's shareholders' meeting and various regulatory approvals, including the approval of the Israel Securities Authority.
It should be noted that, to the date of the report, the Company is not advancing the aforesaid restructuring, and is focusing on the attainment of additional goals set forth in the Strategic Plan.
Mergers and acquisitions - As part of the implementation and advancement of its strategic goals, the Company intends to consider the implementation of a plan for strategic purchases and/or investments in its areas of activity and/or in areas that offer added value to its activity (programmatic M&A). Specific plans will be presented to the Board of Directors of the Company for approval, as necessary.
It is hereby clarified that the implementation of the Strategic Plan and the courses of action that may ensue from the principal strategic goals described above, require, inter alia, the execution of significant changes to structure and infrastructure, this subject to regulatory restrictions that apply to the activity of TASE and to the ability of the Company to provide sufficient dedicated sources for this purpose. To the extent that an extraordinary investment is required to further any of the new strategic goals of TASE, or any of the ensuing courses of action, the matter will be presented to the Board of Directors for discussion and approval, as required.
1.2.3.2 Mutual Hedge Fund
The ad hoc provision published by the Israel Securities Authority concerning assets that may be purchased and held in a mutual hedge fund pursuant to Section 65A of the Joint Investment Trust Law, 1994 includes the framework for the legal and operational regulation of a mutual hedge fund that makes investment in a hedge fund accessible to the public under the regulated umbrella of a mutual fund. Consequently, the Company has developed a dedicated system that enables TASE-CH to operate and clear mutual hedge funds. In March 2023, the dedicated system for the clearing of mutual hedge funds aired, and during the month of March 2023 set as the first "creation period". During the first creation period, creation orders totaling NIS 20 million were submitted, this in relation to 15 mutual hedge funds, with prospectuses approved by the Israel Securities Authority, that registered at TASE-CH. To the date of the report, 39 mutual hedge funds with an aggregate AUM of NIS 1,277 million are registered at TASE-CH. This, as compared to 22 mutual hedge funds that were registered with the Clearing House in the corresponding period last year, with a combined AUM of NIS 210 million.
1.2.3.3 Trading platforms for Cryptographic Currency and Use of Distributed Ledger Technology (DLT)
In January 2023, the Israel Securities Authority published a proposal for public comments on legislation amendments to securities laws pertaining to digital assets. The proposal contained, inter alia, amendments to definitions in the various supervised areas prescribed by law alongside clauses that authorize the Authority to make additional adjustments to accommodate the characteristics of digital assets, the introduction of a definition of digital assets into the Securities Law, and expansion of the definition of a "financial instrument" to also include digital assets.
After reviewing the public's comments, in August 2023 the Authority published an updated proposal in this regard, containing several changes, including amendment of the definition of the term "securities" in the Securities Law, 1968 and introduction of a definition for the term "digital investment asset" and amendment of the terms "financial instrument" and "digital asset". It also prescribes new principles in connection with the Authority's supervision of this field.
In August 2019, the Capital Market, Insurance and Savings Commissioner (hereafter: "the Capital Market Commissioner") published an updated Licensing of Financial Services procedure, which contains a dedicated chapter for those seeking to provide services in a financial asset that is a virtual currency, placing an emphasis on cyber aspects, protection of customers and custody. Based on the aforesaid, the Commissioner began to issue licenses to entities seeking to operate in the virtual currency sector.
Additionally, in November 2023, the Capital Market Commissioner published, inter alia, an updated draft of the Special Circular concerning the Safekeeping of Customers' Assets ("Safekeeping of Financial Asset" draft circular), through which the Commissioner intends to regulate, inter alia, the ways by which license holders may receive and/or offer custody services for virtual currencies.
In October 2022, TASE and the Accountant General in the Ministry of Finance, through the Debt Unit of the Financing Division, announced a dedicated joint PoC (Proof of Concept) for examining the issuance and clearing of digital state bonds on a platform that is based on advanced technologies - Blockchain (DLT - Distributer Ledger Technology), smart contracts, and tokenization.
The PoC included the digitalization of a new series of bonds and its (mockup) issuance to the system participants. A live test conducted in May 2023 at TASE included twelve leading international and local banks (primary dealers). As part of the test, the Ministry of Finance issued for the first time (in a mockup issuance) a digital government bond (security token) over a Blockchain platform developed by TASE with the assistance of select technology vendors that are leaders in this field. In light of the success of the PoC, TASE is considering additional moves in this aspect, whether through the incorporation of innovative technologies into traditional processes or by advancing additional innovative PoCs in this field.
In addition, in accordance with TASE's strategic plan, and subject to obtaining the approval of the Israel Securities Authority, TASE-CH intends to offer custody services for digital assets, with emphasis on cryptographic currency. Initially, the service will be provided for select cryptographic currencies, and only to entities that have been granted a permit/license by the applicable regulator and in conformity with the applicable regulation. These services will, for the first time in Israel, make digital assets' custody services accessible to local investors and market participants, by a regulated entity possessing the necessary experience. The Company believes that this will be conducive to the development of proper digital asset trading in Israel, as well as to the adoption of innovative technologies by the major financial infrastructures in Israel. It will give Israeli investors access to quality services in relation to digital assets, while reducing the dependence of local investors on service providers that are not subject to regulation and/or that do not possess the necessary experience.
To the date of the report, the Company continues to monitor the technological and regulatory developments in this field.
1.2.3.4 The Indices Liquidity Reform
In May 2022, the Board of Directors of TASE approved a new indices' methodology that is designed, inter alia, to enhance the liquidity of the indices' composition and reduce their tracking costs (hereafter: "the Reform"). The Reform incorporates liquidity ratios for the calculation of the weight of securities in the index and changes the indices' rebalancing frequency from monthly to quarterly. In May 2023, the Israel Securities Authority approved the Reform and, on 2.11.2023, TASE launched the Reform.
1.2.3.5 Launch of an Additional Weekly Series of Options on the TA-35 Index
In March 2024, TASE launched an additional weekly series of options on the TA-35 index, which expires on Sundays. This, in addition to the existing Tuesday and Thursday expirations. The weekly options on the TA-35 Index were launched at TASE in 2013, and their use is constantly on the rise. Trading in the series that is closest to expiration concentrates close to half of the overall trading volume of options on the TA-35 Index. Consequently, the aforesaid options hold most of the liquidity among the overall series in circulation. The trading in the short-term options is trending globally, under the heading Zero Days to Expiration (0DTE). The launch of the additional weekly series is part of this trend and is designed to diversify the derivatives market and align it with international standards. Additionally, TASE will consider the launch of additional weekly series of options on the TA-35 index, to allow for five expirations per week, on Sunday, Monday, Tuesday, Wednesday and Thursday.
1.2.3.6 Legislation Initiatives for the Encouragement of Capital Market Activity
- In January 2024, the Encouragement of Capital Market Activity Memorandum of Law was published, which incorporates several topics, including expansion of the commercial paper instrument that is used to finance corporate activity, expansion of the ability of companies that listed on a foreign stock exchange with more than one class of shares to dual-list on TASE, this by removing the restriction on the listing of companies with more than one class of shares, expansion of the ability of companies to dual-list on an Israeli stock exchange, and increasing the interest and the activity in the capital market by way of general consulting and, more particularly, analyses that would be provided by licensed individuals or by entities supervised by the Israel Securities Authority.
Additionally, in March 2024, the Constitution, Law and Justice Committee approved the "Exemptions for Foreign Companies and Dual-Listed Companies Concurrently Listed Overseas Regulations", in order to encourage companies to list in Israel and develop the capital market. The exemptions include, inter alia, release from the obligation to obtain a court approval for a share buyback where the company does not meet the profit criterion and raising of the threshold required for the convening of a general meeting, which is designed to prevent the hostile takeover of Israeli companies.
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In May 2024, TASE published a call for public comments on the contemplated new format of trading days at TASE, this in cooperation and coordination with the Israel Securities Authority and the Bank of Israel. The call aims to study the benefits and implications of changing the existing format of trading days, in order to remove barriers for global investors, create better benefits for the Israeli companies and the local investors, and enhance liquidity. Following extended discussions of this matter over the years, and in view of the importance of strengthening Israel's international profile, especially at this time, it has been decided to revisit the matter and thoroughly review the possibility of aligning the configuration of the trading days with international standards, using one of two alternatives:
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1) Switching from the current Sunday to Thursday trading week to trading on Sunday through Friday.
- 2) Switching from the current Sunday to Thursday trading week to trading on Monday through Friday.
TASE believes that the advancement of this move could increase international activity, enhance the market liquidity, allow local institutional investors to expand their domestic activity and attract additional local participants. To the date of the report, further to the joint call for public comments of the Israel Securities Authority, the Bank of Israel and TASE, at the end of 2024 the Minister of Finance announced that TASE will switch to trading on Monday through Friday. The change is expected to take effect at the beginning of 2026.
- In June 2024, the Finance Committee approved the Second and the Third Readings of the Joint Investment Trust Bill (Money-Market Fund and Fixed-Dates Fund), 2024. The Bill is designed to improve the public's access to the money-market funds, and to institute 3 steps in order to address the deficiencies identified in the development of the "money market": in the first step, rules will be set that are adjusted for the characteristics of the money-market funds, to facilitate the development of new money-market funds with characteristics closer to those of money deposits (low-risk fund, preassessed anticipated yield and fixed dates); in the second step, the permitted brokerage of money-market funds to the public will be expanded to include any money-market fund with a set maturity date of up to one year, such that these may also be offered by parties that are not investment consultants or distributors; and in the third step, the compensation model for brokers of mutual funds, in general, and money-market funds, in particular, will be adjusted, making those funds accessible to the general public and enhancing the competition in this field.
1.2.3.7 Legislative proposals in the field of taxation
As part of the Economic Plan for 2025, the Knesset enacted several changes in the field of taxation that could have bearing on the capital market activity in Israel. The first law enacted, Legislative Amendments to Achieve the 2025 Budget Targets Law (Freezing of Tax Updates and Surtax), establishes an additional tax of 2% on top of the existing tax on passive income, including interest, dividends, capital gains, and other passive income exceeding the threshold amount specified in the law. This tax is in addition to the existing surtax of 3%. This amendment will increase the tax burden, including on income derived from the Israeli Stock Exchange, up to a rate of 35% (30% for individuals who are not material shareholders). In addition, the Legislative Amendments to Achieve the 2025 Budget Targets Law (Taxation of Undistributed Profits), 2024 determines that a closely held company will be required to pay 2% of the balance of "excess profits" at the end of each previous tax year (above a threshold constituting a "safety cushion"), unless that company paid a dividend of 6% or more of the balance of "accumulated profits" for each tax year. It should be noted that one of the safety cushions is the protection of the cost of certain assets. However, since securities traded on TASE are not among the protected assets, it is implied that an investment on TASE would not be deemed as an asset that protects the undistributed profits. This legislation also prescribes new rules for the taxation of business wallet companies with a profit margin exceeding 25%. In those companies, part of the taxable income of the company in excess of 25% will be deemed as the personal labor income of the individual who is the active shareholder therein, and will be taxed at marginal rates. Those that hold securities as inventory, including nostro traders, have been excluded from this clause of the law.
1.2.3.8 Taxation of digital assets
As part of the advancement of the regulation of digital asset activity by the Government of Israel, in November 2024 the Ministry of Finance published a memorandum of law for the amendment of the Income Tax Ordinance, which proposes various measures for the taxation of the digital asset activity. Thus, inter alia, the memorandum of law introduces the definition of a "digital asset" to the chapter of the Income Tax Ordinance that addresses the taxation of capital gains, according to which, as a rule, a digital asset is classified as a capital asset, the sale of which is subject to capital gains tax.
1.2.3.9 Indices' Pricelist
On 21.12.2022, the Company received the resolution of the Israel Securities Authority's Secondary Market Committee concerning amendments to the TASE Rules and the regulations by virtue thereof in connection with indices' activity on TASE (hereafter: "the Authority's Resolution") pursuant to which, inter alia, the Committee has approved the amendment of the pricelist concerning the TASE indices (hereafter: "the Indices' Pricelist"). At the same time, the Committee determined that TASE's engagement in the editing and calculation of the indices will be deemed as an auxiliary service that raises substantial concern for a conflict of interest with its engagement in the management of a securities' trading system, in which it may continue to engage subject to its compliance with certain terms, as set forth in the Authority's Resolution (hereafter: "the Terms for the Indices' Activity"), which was fully achieved after the reporting date. It should be noted that the Terms for the Indices' Activity mainly address the general improvement of corporate governance rules and the implementation of organizational, professional and operational segregation of duties in the Company between the Indices' Activity and the trading management activity and have been set based on discussions with the Company.
It is hereby clarified that the approval of the amendment of the Indices' Pricelist was not conditioned on the fulfillment of the Terms for the Indices' Activity, and therefore the new rates pursuant to the Indices' Pricelist took effect gradually, in two steps - the first at a partial rate of 50% commencing on 1.1.2023, and the second - at the full rate - commencing on 1.1.2024.
1.2.3.10 Connectivity Services (Co-Location)
In June 2019, the Company launched a new service designed for the TASE members, their customers, and data vendors. The service includes hosting of the customers' servers at the Company's Data Center and providing a direct and faster connection to the trading servers, compared to an outside connection to the Company's servers. As the rental of cabinets at the first two hosting compounds has reached near full capacity, in the last quarter of 2024 the Company completed the preparation of a third hosting compound, comprising an additional 11 cabinets for rent to customers. In addition to the existing point of presence (PoP) in London, in 2024 TASE completed the setting up of an additional PoP in Frankfurt, which, to the date of the report, has been activated.
1.2.3.11 Launch of a futures market incorporating market makers and a volume rebate program
To In February 2024, the Israel Securities Authority approved the Board of Directors' resolution that allows TASE to customize its derivatives for various type of customers by way of flexibility in determining the multipliers that are assigned to the various products and flexibility in determining commissions on the futures, which will be relaunched. Accordingly, on June 2, 2024, TASE reduced the multipliers of options on the TA-35 index, the TA-Banks5 index and the TA-125 index, as well as those of the foreign exchange derivatives traded on TASE. It should be noted that part of the resources that will derive from the reduction of the underlying assets' multipliers will be allocated to the development of the market and the enhancement of liquidity in the derivatives' market (by way of a market-making program and a volume rebate program). On September 1, 2024, TASE relaunched the futures market and, within this framework, launched futures on the TA-35 index, the TA-Banks5 index and the TA-90 index, including the assignment of product-specific fees. The launch of the futures on the TA-35 index, TA-Banks5 index and TA-90 index was accompanied by marketmaking to ensure the liquidity in the market through quotes of demand and supply during trading. The launch of the futures is another step in TASE's strategic plan of developing a dynamic and diversified capital market. The futures join the existing basket of financial products, allowing investors to adjust their investment strategies to their various needs and objectives. It should be noted that TASE is considering the launch of futures on the U.S. dollar and the Euro in 2025.
1.2.3.12 Tailor-Made Indices
On 9.1.2023, TASE entered into an agreement with a public institution for the creation of tailor-made indices that are based on TASE's trading data and customized for the specific needs of the customer. This is the first agreement signed by TASE in the trail of the approval of the amendment to the Indices' Pricelist that permits TASE to receive payment for tailor-made indices, as above. According to the agreement, TASE will create tailor-made indices, based on the specifications that will be provided by the public institution and approved by TASE. TASE will develop and edit the indices using the methodology that it applies in the development and editing of the other TASE indices, and they will be published in the same manner as the other indices. TASE will retain the rights in the tailor-made indices, however the public institution will be granted an exclusive license to use each such tailored index. The overall exclusivity period of each tailored index shall not exceed a cumulative ten years. The consideration to which TASE shall be entitled consists of development fees and usage fees that are calculated as a percentage of the volume of assets of the financial instruments using the tailored index (in immaterial amounts). The Company plans to further pursue the expansion of this line of business in the coming year, inter alia, through the development of tailor-made indices in collaboration with various customers.
1.2.3.13 Central Lending Platform
The lending of securities is concentrated in the hands of a relatively small number of bodies that provide custodianship services, resulting in low competition in this field. Additionally, bodies that carry out lendings generally operate through a limited number of brokers, with the actual lending being executed via telephone calls, rather than on a central automated platform. Accordingly, the Company worked to develop and launch a product that will enable members of TASE-CH to execute lendings among themselves, on behalf of their clients, using an automated, transparent and efficient Blockchain process. In 2020, the Company launched the product, and to the date of this report no revenue was recognized in respect of the use of the Central Lending Platform. Nevertheless, the Company believes that as more "custodial members" join the Clearing Houses and connect directly to the clearing systems for non-banking Clearing House members, the demand for this product will grow.
1.2.3.14 Corporate Social Responsibility (ESG)
In October 2024, the Company published a Corporate Social Responsibility (ESG) report for 2023. The report was published on the Company's website. In addition, in July 2024, Ma'ale published its ESG rating for 2023, in which the Company was rated BB Gold.
1.2.3.15 Cooperation Agreements with International Stock Exchanges
From time to time, the Company considers strategic collaborations with other stock exchanges around the world, which are intended to enhance the accessibility to the financial markets of each of the parties to the agreement and to leverage strategic advantages of each of the parties to the agreement, taking into consideration, inter alia, the suitability of companies operating in each of the countries for trading on the counterparty stock exchange.
In addition, on September 13, 2023, a framework agreement for technological cooperation was signed between the Company and the Athens Stock Exchange - Hellenic Exchanges, concerning the establishment of an agreed framework for future collaborations between the two exchanges in the areas of technological development. To the date of the report, advanced negotiations are in progress on a first collaboration under the aforesaid framework agreement.
1.2.3.16 QI (Qualified Intermediary) Agreement with the U.S. Tax Authorities (IRS)
In 2002, TASE-CH entered into a QI agreement as a non-withholding QI. In 2017, the QI agreement was renewed with the IRS until 31.12.2022. Pursuant to the QI agreement, TASE-CH is required to comply with various requirements, including, inter alia, extensive guidelines concerning client documentation, deduction of current taxes, and reporting to the IRS. In April 2023, TASE-CH entered into a QI agreement for the years 2023 to 2028, as a non-withholding QI. Pursuant to the agreement, TASE-CH is required to comply with various requirements, including, inter alia, extensive guidelines concerning client documentation, deduction of current taxes, and reporting to the IRS.
1.2.3.17 Indices' Editing Sector
The Company serves as an index compiler and maintains the leading indices in the Israeli market. This activity is not subject to regulation, is not based on special knowledge and does not require the establishment of a large-scale infrastructure. Therefore, the barriers to entry into this sector are not material. As a result, the Company is exposed to competition from international and local index compilers. The Company's success in this area depends, among other things, on the preferences of investors and investment distributors, the demand for mutual funds and the need to compile their indices. To the best of the Company's knowledge: Total assets tracking international and local indices on the stock exchange as of December 31, 2024 amounted to NIS 270 billion, of which the Company holds a market share of 37% as of that date.
2. Presented below is information relating to the results for the fourth quarter of 2024 and for the year ended December 31, 2024 NIS, in thousands)
Year ended December 31, 2024 Compared with Year ended December 31, 2023
Statement of Profit or Loss
| 31.12.2024 | 31.12.2023 | Difference | % Change | |
|---|---|---|---|---|
| 437,865 | 389,855 | 48,010 | 12% | |
| 313,429 | 291,516 | 21,913 | 8% | |
| 124,436 | 98,339 | 26,097 | 27% | |
| 10,025 | 11,307 | (1,282) | (11%) | |
| 33,067 | 26,440 | 6,627 | 25% | |
| 101,394 | 83,206 | 18,188 | 22% | |
| 23.2% | 21.3% | |||
| 27% | ||||
| 1.048 | 0.840 | 25% | ||
| 1.093 | Year ended 0.859 |
- Revenue in 2024 totaled NIS 437.9 million, compared to revenue of NIS 389.9 million in 2023, an increase of 12%. The increase in revenue is due mainly to an increase in revenue from data distribution and connectivity services, as a result of the increased volume of activity and the impact of the updated index-usage fees.
- The costs in 2024 totaled NIS 313.4 million, compared to costs of NIS 291.5 million in 2023, an 8% increase. The increase in costs is due mainly to the increase in expenses with respect to employee benefits, computer and communication expenses.
- Net financing income in 2024 totaled NIS 10 million, compared to net financing income of NIS 11.3 million in 2023. Net financing income in 2024 decreased, mainly due to the increase in the financing expenses with respect to a loan obtained at the end of 2023, this despite the increase in financing income as a result of interest income on the deposits and gains on marketable securities.
- Tax expenses in 2024 totaled NIS 33.1 million, compared to NIS 26.4 million in 2023, an increase of 25%. The increase in the tax expenses was due mainly to the increase in the pre-tax profit.
- The profit in 2024 totaled NIS 101.4 million, compared to NIS 83.2 million in 2023, an increase of 22%. Most of the increase in profit was due to the increase in revenue, less the increase in costs and in tax expenses, as described above.
The revenue in Year ended December 31, 2024 below is the composition of the period's revenue, compared to last year:
| Year ended | |||||
|---|---|---|---|---|---|
| Revenue from services |
31.12.2024 | % of the Company's total revenues |
31.12.2023 | % of the Company's total revenues |
% change |
| 166,626 | 38% | 155,589 | 40% | 7% | |
| Trading and clearing commissions |
The increase in the trading volumes in 2024, particularly in shares, and in the volume of creations/redemptions of mutual fund units compared to 2023 increased revenue from trading and clearing by 14%. In opposition, a reduction of four trading days between the years and a reduction in the effective commission rate, primarily in shares, derivatives and mutual funds, deducted 2% and 5% from the increase in revenue, respectively. |
||||
| 88,025 | 20% | 81,120 | 21% | 9% | |
| Listing fees and levies | 5% of the increase in revenue from listing fees and levies in 2024 stems from an increase in revenue from annual levies, both as a result of the increase in the number of companies and funds that pay an annual levy compared to 2023, and due to the linkage of the levy rates to the CPI. In addition, 2% of the increase between the years is due to an increase in revenue from examination fees, and an additional 2% is due to an increase in listing fees, mainly as a result of an increase in the volumes raised and new members joining TASE and TASE-CH. |
||||
| 88,926 | 20% | 78,208 | 20% | 14% | |
| 5% of the increase in revenue from Clearing House services in 2024 is due to the rise in revenue from custodian fees as a result of the increase in the average value of the assets that are held in custodianship at TASE-CH Clearing House compared to last year. In addition, 6% of the increase in revenue is due to an services increase in Clearing House services to members, mainly as a result of the effect of the completion of the regulatory measures implemented in relation to the clearing of OTC transactions on the revenue, and 3% of the increase is due to an increase in revenue from Clearing House services to companies and funds and from other Clearing House services. |
|||||
| 90,794 | 21% | 71,176 | 18% | 28% | |
| Data distribution and connectivity services |
21% of the increase in revenue from data distribution and connectivity services in 2024 is due to an increase in revenue from authorizations to use the TASE indices, mainly as a result of the updating of the index-usage fees and the increased value and use of the TASE indices compared to last year. In addition, 4% of the increase is due to an increase in revenue from data distribution, mainly to private customers, and 3% of the increase is due to an increase in revenue from connectivity services. |
||||
| 3,494 | 1% | 3,762 | 1% | (7%) | |
| Other revenue | Most of the decrease in other revenue is due to the termination, in the first quarter, of the rent agreement with the UAE Embassy in Israel (NIS 1.2 million). In opposition, an increase in revenue from the Conference Center this year (NIS 0.7 million) and an increase in revenue from other services provided by TASE's Nominee Company (NIS 0.3 million), counteracted the effect of the aforesaid decrease. |
||||
| Total revenue from services |
437,865 | 100% | 389,855 | 100% | 12% |
The revenue in Year ended December 31, 2023 below is the composition of the period's revenue, compared to 2022:
| Year ended | |||||
|---|---|---|---|---|---|
| Revenue from services |
31.12.2023 | % of the Company's total revenues |
31.12.2022 | % of the Company's total revenues |
% change |
| 155,589 | 40% | 142,490 | 40% | 9% | |
| Trading and clearing commissions |
to the number of trading days in 2022 (244 trading days). | 9% of the increase in revenue from trading and clearing commissions results from the increase in revenue from T-bills, government bonds and mutual funds, mainly due to the increase in trading volumes and in the volumes of creations and redemptions of mutual fund units. At the same time, the decrease in revenue from shares, as a result of the reduced share trading volumes, deducted 2% of the aforesaid increase. In addition, 2% of the increase in revenue from trading and clearing commissions is due to the increase in the number of trading days in 2023 (249 trading days) compared |
|||
| 81,120 | 21% | 84,489 | 23% | (4%) | |
| Listing fees and levies | 5% of the decrease in revenue from listing fees and levies is due to a one time income of NIS 4.3 million recorded in the first quarter in 2022 as a result of the update to the period of revenue recognition from listing fees on shares and ETFs pursuant to International Financial Reporting Standard, "Revenue from Contracts with Customers" (IFRS 15), and 1% of the decrease in revenue is due to the reduction in revenue from the examination of prospectuses. In opposition, an increase in revenue from annual fees, mainly due to the linkage of the fee rates to the CPI, deducted 2% of the aforesaid decrease. |
||||
| 78,208 | 20% | 70,908 | 20% | 10% | |
| Clearing House services |
5% of the increase in revenue from Clearing House services is due to an increase in revenue from Clearing House services to companies, half of which is due to the linkage of the clearing rates to the CPI and to the updating of corporate actions' clearing rates during 2023. An additional 5% increase is due to an increase in revenue from Clearing House services to members, primarily as a result of the expansion of the services in relation to information on OTC transactions and the linkage of the clearing rates to the CPI. |
||||
| 71,176 | 18% | 58,060 | 16% | 23% | |
| Data distribution and connectivity services |
12% of the increase in revenue from data distribution and connectivity services is due to revenues from index-use authorizations, primarily as a result of the updating of rates, and 8% of the increase is due to revenue from data distribution to business and private customers, as a result of the increase in the number of customers, the revaluation of the dollar and the linkage of rates to the CPI, of which 5% relates to data distribution to business customers overseas. Another 2% increase is due to revenue from connectivity services. |
||||
| 3,762 | 1% | 5,064 | 1% | (26%) | |
| Other revenue | NIS 1.3 million. | The decrease in revenue is due mainly to the reduction in revenue from the sale of technological consulting services provided in 2022 in an amount of |
|||
| Total revenue from services |
389,855 | 100% | 361,011 | 100% | 8% |
Adjusted net profit and adjusted EBITDA data3
| Year ended | ||||
|---|---|---|---|---|
| 31.12.2024 | 31.12.2023 | Difference | % Change | |
| Adjusted EBITDA for the year: | ||||
| Profit before financing income, net | 124,436 | 98,339 | 26,097 | |
| Adjustments: | ||||
| Share-based payment expenses | 5,772 | 6,140 | (368) | |
| Depreciation and capital losses | 56,117 | 53,103 | 3,014 | |
| Adjusted EBITDA for the year: | 186,325 | 157,582 | 28,743 | 18% |
| % of total revenue from services for the year |
42.6% | 40.4% | ||
| Adjusted profit for the year: | ||||
| Profit for the year | 101,394 | 83,206 | 18,188 | |
| Adjustments: | ||||
| Share-based payment expenses | 5,772 | 6,140 | (368) | |
| Adjusted profit for the year: | 107,166 | 89,346 | 17,820 | 20% |
| % of total revenue from services for the year |
24.5% | 22.9% |
- The adjusted EBITDA for 2024 totaled NIS 186.3 million, compared to NIS 157.6 million in 2023, an increase of 18% between the years. The increase is due mainly to an increase in profit before financing, as described above, in an amount of NIS 26.1 million, eliminating the change in share-based payment expenses and depreciation expenses in an amount of NIS 2.6 million.
- The adjusted profit in 2024 totaled NIS 107.2 million, compared to NIS 89.3 million in 2023, an increase of 20%. Most of the increase is due to an increase in revenue from services, less the increase in costs and in tax expenses, and the adjustment of the decrease in costs with respect to share-based payments.
3 Adjusted data for the profit and EBITDA (operating profit before interest, tax, depreciation and amortization): These data are based on the data in the Company's financial statements for the reported periods, after eliminating the effects of certain events and factors, as explained above, that are not typical of the Company's operating activities.
It is hereby clarified that the data presented above are not presented in accordance with generally accepted accounting principles and do not reflect the Company's cash flows from operating activities or its operating profits and net profit and, accordingly do not constitutes a substitute to the data in the Company's financial statements regarding the operating profit and/or the net profit. Nevertheless, in the Company's opinion, these data enable a better comparison to be made of the Company's performance in the reported periods.
Three Months Ended December 31, 2024 Compared with Three Months Ended December 31, 2023
| Quarter ended | Difference | |||
|---|---|---|---|---|
| 31.12.2024 | 31.12.2023 | Amount | % | |
| Revenue from services | 115,417 | 101,448 | 13,969 | 14% |
| Expenses | 84,161 | 76,886 | 7,275 | 9% |
| Profit before financing income, net | 31,256 | 24,562 | 6,694 | 27% |
| Financing income (expenses) | 2,555 | 3,175 | (620) | (20%) |
| Taxes on income | 8,439 | 7,014 | 1,425 | 20% |
| Net profit | 25,372 | 20,723 | 4,649 | 22% |
| % of total revenue from services for the quarter |
22.0% | 20.4% | ||
| Basic earnings per share in NIS | 0.270 | 0.224 | 21% | |
| Diluted earnings per share in NIS | 0.257 | 0.219 | 17% |
Statement of Profit or Loss
- Revenue in the fourth quarter of 2024 amounted to NIS 115.4 million, compared to revenue of NIS 101.4 million in the corresponding quarter last year, a 14% increase. The increase in revenue is due mainly to an increase in revenue from data distribution and connectivity services, as a result of the increased volume of activity and the impact of the updated index-usage fees, this in addition to the increase in revenue from Clearing House services, mainly as a result of the increase in Clearing House services to members following the completion of regulation measures in relation to OTC transactions.
- The costs in the fourth quarter of 2024 totaled NIS 84.2 million, compared to the expenses in the corresponding quarter last year that totaled NIS 76.9 million, an increase of 9%. The increase in the costs is due mainly to the increase in employee benefit expenses and marketing expenses.
- Net financing income in the fourth quarter of 2024 amounted to NIS 2.6 million, compared to net financing income of NIS 3.2 million in the corresponding quarter last year. The decrease in net financing income was due mainly to the increase in the financing expenses with respect to a loan obtained at the end of 2023.
- Tax expenses in the fourth quarter of 2024 totaled NIS 8.4 million, compared to NIS 7.0 million in the corresponding quarter last year, an increase of 20%. The increase in the tax expenses was due mainly to the increase in the pre-tax profit.
- The profit in the fourth quarter of 2024 totaled NIS 25.4 million, compared to NIS 20.7 million in the corresponding quarter last year, an increase of 22%. Most of the increase in profit was due to the increase in revenue, less the increase in costs and in tax expenses, as described above.
| Year ended | ||||
|---|---|---|---|---|
| 31.12.2024 | 31.12.2023 | Difference | ||
| Weighted average shares used to compute |
||||
| Basic earnings per share | 92,781,249 | 96,854,187 | ||
| Diluted earnings per share | 96,717,490 | 99,102,891 | ||
| Basic earnings per share in NIS | 1.093 | 0.859 | 27% | |
| Diluted earnings per share in NIS | 1.048 | 0.840 | 25% |
▪ The revenue in the fourth quarter of 2024 – below is the composition of the quarter's revenue, compared to the corresponding quarter of the previous year:
| Quarter ended | ||||||
|---|---|---|---|---|---|---|
| Revenue from services |
31.12.2024 | % of the Company's total revenues |
31.12.2023 | % of the Company's total revenues |
% change | |
| Trading and clearing |
43,051 | 37% | 41,190 | 41% The increase in the trading volumes in the fourth quarter of 2024, particularly in shares and derivatives, and in the volume of creations/redemptions of mutual fund units compared to |
5% | |
| commissions | the corresponding quarter last year, increased revenue from trading and clearing by 19%. In opposition, a reduction of six trading days between the quarters and a reduction in the effective commission rate, primarily in shares and mutual funds, deducted 9% and 5% from the increase in revenue, respectively. |
|||||
| Listing fees and levies |
22,310 19% 20,186 20% 11% 6% of the total increase in revenue from listing fees and levies stems from an increase in revenue from annual levies, both as a result of the increase in the number of companies and funds that pay an annual levy, and due to the linkage of the levy rates to the CPI. In addition, 5% of the increase is due to an increase in revenue from examination and listing fees, mainly as a result of an increase in companies' applications for listing and offerings |
|||||
| corresponding quarter last year. | and an increase in the volumes raised with T-bills this quarter compared to the | |||||
| Clearing House services |
26,149 23% 20,966 20% 25% 15% of the increase in revenue from Clearing House services is due to an increase in revenue from Clearing House services to members, mainly as a result of the effect of the completion of regulation measures in relation to OTC transactions on the revenue, and 7% of the increase in revenue is due to the increase in revenue from custodian fees as a result of the increase in the value of the assets that are held in custodianship at TASE-CH. In addition, 3% of the increase is due to an increase in revenue from Clearing House services to companies and funds and from other Clearing House services. |
|||||
| Data distribution and connectivity services |
23,123 20% 18,574 18% 24% 21% of the increase in revenue from data distribution and connectivity services is due to an increase in revenue from authorizations to use the TASE indices, mainly as a result of the updating of the index-usage fees and the increased value and use of the TASE indices, and 3% of the increase is due to the increase in revenue from connectivity services. |
|||||
| Other revenue | 784 | 1% provided by the Nominee Company. |
532 | 1% Most of the increase in other revenue is due to an increase in revenue from other services |
47% | |
| Total revenue from services |
115,417 | 100% | 101,448 | 100% | 14% |
Adjusted net profit and adjusted EBITDA data4
| Quarter ended | Difference | |||
|---|---|---|---|---|
| 31.12.2024 | 31.12.2023 | Amount | % | |
| Adjusted EBITDA for the quarter: | ||||
| Profit before financing income, net | 31,256 | 24,562 | 6,694 | |
| Adjustments: | ||||
| Share-based payment expenses | 1,088 | 2,001 | (913) | |
| Depreciation and capital losses | 14,478 | 13,498 | 980 | |
| Adjusted EBITDA for the quarter: | 46,822 | 40,061 | 6,761 | 17% |
| % of total revenue from services for the quarter |
40.6% | 39.5% | ||
| Adjusted profit for the quarter: | ||||
| Profit for the quarter | 25,372 | 20,723 | 4,649 | |
| Adjustments: | ||||
| Share-based payment expenses | 1,088 | 2,001 | (913) | |
| Adjusted profit for the quarter: | 26,460 | 22,724 | 3,736 | 16% |
| % of total revenue from services for the quarter |
22.9% | 22.4% |
- The adjusted EBITDA in the fourth quarter of 2024 totaled NIS 46.8 million, compared to NIS 40.1 million in the corresponding quarter last year, a 17% increase. Most of the increase is due to the NIS 6.7 million increase in profit before financing, as described above.
- The adjusted profit in the fourth quarter of 2024 totaled NIS 26.5 million, compared to NIS 22.7 million in the corresponding quarter last year, an increase of 16%. Most of the increase is due to an increase in revenue from services, less the increase in costs and in tax expenses, as described above.
4 Adjusted data for the profit and EBITDA (operating profit before interest, tax, depreciation and amortization): These data are based on the data in the Company's financial statements for the reported periods, after eliminating the effects of certain events and factors, as explained above, that are not typical of the Company's operating activities.
It is hereby clarified that the data presented above is not presented in accordance with generally accepted accounting principles and do not reflect the Company's cash flows from operating activities or its operating profits and net profit and, accordingly does not constitute a substitute to the data in the Company's financial statements regarding the operating profit and/or the net profit. Nevertheless, in the Company's opinion, this data enables a better comparison to be made of the Company's performance in the reported periods.
Presented below is information relating to the financial position as of December 31, 2024 (NIS, in thousands):
| As of 31.12.2024 |
As of 31.12.2023 |
|||
|---|---|---|---|---|
| NIS, in thousands | Difference | % Change | ||
| Cash and cash equivalents and short term financial assets |
531,408 | 498,666 | 32,742 | 7% |
| Other current assets | 29,452 | 28,048 | 1,404 | 5% |
| Property and equipment and intangible assets, net |
472,458 | 460,460 | 11,998 | 3% |
| Other non-current assets | 8,138 | 9,391 | (1,253) | (13%) |
| Total assets (*) | 1,041,456 | 996,565 | 44,891 | 5% |
| Current liabilities | 170,433 | 399,390 | (228,957) | (57%) |
| Non-current liabilities | 149,755 | 195,455 | (45,700) | (23%) |
| Total liabilities (*) | 320,188 | 594,845 | (274,657) | (46%) |
| Total equity | 721,268 | 401,720 | 319,548 | 80% |
| Ratio of equity to total assets (*) | 69% | 40% | ||
| Ratio of adjusted equity to total assets () (*) |
80% | 51% | ||
| Surplus equity over regulatory requirements (in NIS millions) |
627 | 318 | 309 | 97% |
| Surplus liquidity over regulatory requirements (in NIS millions) |
172 | 145 | 27 | 18% |
(*) The total assets and liabilities in 31.12.2024 and 31.12.2023, include a balance of assets/liabilities in respect of open derivative positions amounting to NIS 784 million and NIS 1,695 million, respectively, which for reasons of convenience in analyzing the financial position has been offset against each other.
- (**) The adjusted equity is with the addition of the total deferred income from listing fees.
- The total assets as of December 31, 2024 amounted to NIS 1,041.5 million, compared to NIS 996.6 million as of December 31, 2023. The change in total assets is due mainly to an increase in cash and cash equivalents and in intangible assets.
- Total liabilities as of December 31, 2024 amounted to NIS 320.2 million, compared to NIS 594.8 million as of December 31, 2023, a 46% decrease. Most of the decrease is due to a dividend paid (for details see section 1.2.2.4 above) and to principal payments of a bank loan (see details in section 1.2.2.3 above).
- The equity as of December 31, 2024 amounted to NIS 721.3 million, compared to NIS 401.7 million as of December 31, 2023, an 80% increase. Most of the increase is due to an increase in a capital reserve as a result of receipts from the sale of shares within the framework of the TASE ownership restructuring, in an amount of NIS 252.5 million (see details in section 1.2.2.2 above).
Presented below is Cash flows for the year ended December 31, 2024 (NIS, in millions):
| Data for the year ended | ||||
|---|---|---|---|---|
| Item | 31.12.2024 | 31.12.2023 | Explanations of the Company | |
| Opening balance | 408.5 | 192.4 | ||
| Adjusted EBITDA | 186.3 | 157.6 | The increase in adjusted EBITDA is due mainly to an increase of NIS 26.1 million in profit before financing, net of share-based payment expenses and depreciation expenses of NIS 2.6 million. |
|
| Net cash from operating activities |
Changes in working capital |
(3.5) | 11.2 | The decrease in working capital is due mainly to a reduction in the liability for employee benefits, which was counteracted by the increase in trade and other receivables and the increase in deferred income. |
| Financing and tax | (17.6) | (8.5) | The decrease is due mainly to higher tax payments, net, compared to the corresponding period last year. |
|
| Total | 165.2 | 160.3 | ||
| Net cash for investing activities |
Investments in property and equipment and in intangible assets and capitalized payroll costs |
(55.0) | (50.6) | The increase is due to the timing of implementation of the Group's investment work plan. |
| Sale (acquisition) of financial assets, net |
(0.7) | 107.6 | In 2023, disposal of assets in accordance with the Company's investments policy. |
|
| Total | (55.7) | 57.0 | ||
| Net Cash (for) from financing activities |
Receipts (payments) carried directly to equity within the framework of implementing the ownership restructuring, net. |
252.5 | 12.8 | Receipts from the shareholders that realized shares pursuant to the TASE Ownership Restructuring Law. |
| Lease payments | (9.5) | (8.8) | ||
| Payments for the acquisition of treasury shares |
- | (155.3) | ||
| Loan from a bank | (50.0) | 150.0 | For information on a loan obtained by the Company from a bank, see section 1.2.2.3 above. |
|
| Dividend paid | (272.7) | - | ||
| Total | (79.7) | (1.3) | ||
| Total increase in cash and cash equivalents |
29.8 | 216.0 | ||
| Effect of changes in exchange rates on cash balances held in foreign currency |
- | 0.1 | ||
| Closing balance | 438.3 | 408.5 |
Presented below is Cash flows for the year ended December 31, 2023 (NIS, in millions):
| Data for the year ended | |||||
|---|---|---|---|---|---|
| Item | 31.12.2023 | 31.12.2022 | Explanations of the Company | ||
| Opening balance | 192.4 | 179.7 | |||
| Adjusted EBITDA | 157.6 | 135.2 | The increase in adjusted EBITDA in 2023 compared to 2022 is due mainly to an increase in revenue from services, which was partly offset by an increase in expenses. |
||
| Net cash from operating activities |
Changes in working capital |
11.2 | (7.0) | The increase in working capital between 2023 and 2022 is due mainly to short-term liabilities with respect to employee benefits. |
|
| Financing and tax | (8.5) | (8.6) | |||
| Total | 160.3 | 119.6 | |||
| Net cash for investing activities |
Investments in property and equipment and in intangible assets and capitalized payroll costs |
(50.6) | (48.3) | The increase is due to the timing of implementation of the Group's investment work plan. |
|
| Sale (acquisition) of financial assets, net |
107.6 | (4.6) | Realization/acquisition of assets in accordance with the Company's investment policy. |
||
| Total | 57.0 | (52.9) | |||
| Net Cash (for) from financing activities |
Receipts (payments) carried directly to equity within the framework of implementing the ownership restructuring, net. |
12.8 | 8.2 | Receipts from a shareholder that realized shares that are subject to the provisions of Amendment No. 63, as defined in section 1.1.1.2 above. |
|
| Lease payments | (8.8) | (8.8) | |||
| Payments for the acquisition of treasury shares |
(155.3) | (31.3) | Buyback of Company shares in accordance with an approved buyback plan |
||
| Loan from a bank | 150.0 | - | For information on a loan obtained by the Company from a bank, see section 1.2.2.3 above. |
||
| Dividend paid | - | (22.7) | |||
| Total | (1.3) | (54.6) | |||
| Total increase in cash and cash equivalents |
216.0 | 12.1 | |||
| Effect of changes in exchange rates on cash balances held in foreign currency |
0.1 | 0.6 | |||
| Closing balance | 408.5 | 192.4 |
Presented below is Cash flows for the three months ended December 31, 2024 (NIS, in millions):
| Data for the three months ended December 31 |
||||
|---|---|---|---|---|
| Item | 2024 | 2023 | Explanations of the Company | |
| Opening balance | Adjusted EBITDA | 405.3 46.8 |
230.3 40.1 |
The increase in adjusted EBITDA is due mainly to an increase of NIS 6.7 million in profit before financing. |
| Net cash from operating activities |
Changes in working capital | 11.7 | 9.9 | The increase in working capital is due mainly to the increase in trade and other receivables and in deferred income, and was counteracted by a decrease in trade and other payables and income received in advance with respect to levies. |
| Financing and tax | (0.4) | (0.4) | ||
| Total | 58.1 | 49.6 | ||
| Net cash from (for) | Investments in property and equipment and in intangible assets and capitalized payroll costs |
(19.7) | (16.6) | The change is due to the timing of implementation of the Group's investment work plan. |
| investing activities | Sale (acquisition) of financial assets, net |
(0.3) | 0.1 | Disposal of assets in accordance with the Company's investments policy. |
| Total | (20.0) | (16.5) | ||
| Net cash (for) from financing activities |
Lease payments | (2.5) | (2.2) | |
| Payments for the acquisition of treasury shares |
- | (1.5) | ||
| Loan from bank | (12.5) | 149.5 | For information on a loan obtained by the Company from a bank, see section 1.2.2.3 above. |
|
| Receipts (payments) carried directly to equity within the framework of implementing the ownership restructuring, net. |
10.1 | - | Receipts from the shareholders that realized shares pursuant to the TASE Ownership Restructuring Law. |
|
| Total | (4.9) | 145.8 | ||
| Total increase in cash and cash equivalents | 33.2 | 178.9 | ||
| Effect of changes in exchange rates on cash balances held |
(0.2) | (0.7) | ||
| in foreign currency Closing balance |
438.3 | 408.5 |
Presented below is Cash flows for the three months ended December 31, 2023 (NIS, in millions):
| Data for the three months ended December 31 |
|||||
|---|---|---|---|---|---|
| Item | 2023 | 2022 | Explanations of the Company | ||
| Opening balance | 230.3 | 182.8 | |||
| Net cash from operating activities |
Adjusted EBITDA | 40.1 | 32.1 | The increase in adjusted EBITDA in 2023 compared to 2022 is due mainly to the increase in revenue from services, which was partly offset by an increase in expenses. |
|
| Changes in working capital |
9.9 | (1.5) | The increase in working capital between 2023 and 2022 is due mainly to employee benefits. |
||
| Financing and tax | (0.4) | (0.8) | |||
| Total | 49.6 | 29.8 | |||
| Net cash from (for) investing activities |
Investments in property and equipment and in intangible assets and capitalized payroll costs |
(16.6) | (8.4) | The increase is due to the timing of implementation of the Group's investment work plan. |
|
| Sale (acquisition) of financial assets, net |
0.1 | (8.2) | Acquisition and realization of assets in accordance with the Company's investment policy. |
||
| Total | (16.5) | (16.6) | |||
| Net cash (for) from financing activities |
Lease payments | (2.2) | (2.2) | ||
| Payments for the acquisition of treasury shares |
(1.5) | (0.9) | Buyback of Company shares in accordance with an approved buyback plan. |
||
| Loan obtained (repayment of credit) |
149.5 | (0.5) | For information on a loan obtained by the Company from a bank, see section 1.2.2.3 above. |
||
| Total | 145.8 | (3.6) | |||
| Total increase in cash and cash equivalents |
178.9 | 9.6 | |||
| Effect of changes in exchange rates on cash balances held in foreign currency |
(0.7) | - | |||
| Closing balance | 408.5 | 192.4 |
3. Presentation and Reclassification of Financial Statements
Seasonality
As a rule, the Company's area of activity is not characterized by seasonality. The Company's revenues from trading and clearing are affected, among other things, by the number of trading and clearing days. The number of trading days in 2023, 2024 and 2025 totaled 249, 245 and 246, respectively. Presented below is information on the quarterly breakdown of trading days:
| Q1 | Q2 | Q3 | Q4 | TOTAL | |
|---|---|---|---|---|---|
| Year | |||||
| 2023 | 64 | 58 | 61 | 66 | 249 |
| 2024 | 63 | 57 | 65 | 60 | 245 |
| 2025 | 64 | 60 | 62 | 60 | 246 |
4. Information relating to the results for the fourth quarter of 2024 and for the year ended December 31, 2024 NIS, in thousands)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (NIS, in thousands)
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | 438,288 | 408,484 |
| Financial assets at fair value through profit or loss | 93,120 | 90,182 |
| Trade receivables | 17,859 | 18,671 |
| Other receivables | 11,593 | 9,377 |
| 560,860 | 526,714 | |
| Assets derived from clearing operations in respect to open derivative positions |
783,916 | 1,695,082 |
| Total current assets | 1,344,776 | 2,221,796 |
| Non-current assets | ||
| Other long-term receivables | 3,248 | 4,033 |
| Property and equipment, net | 308,950 | 307,144 |
| Intangible assets, net | 163,508 | 153,316 |
| Deferred tax assets | 4,890 | 5,358 |
| Total non-current assets | 480,596 | 469,851 |
| Total assets | 1,825,372 | 2,691,647 |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (NIS, in thousands)- CONT.
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Liabilities and Equity | ||
| Current liabilities | ||
| Current maturities of a loan from a bank | 49,953 | 49,946 |
| Current maturities of lease liabilities | 8,537 | 4,740 |
| Trade payables | 11,331 | 13,063 |
| Other payables | 6,345 | 5,204 |
| Dividend declared | - | 231,110 |
| Deferred income from listing fees and levies | 29,853 | 28,734 |
| Current tax liabilities | 17,388 | 11,196 |
| Short-term liabilities for employee benefits | 47,026 | 55,397 |
| 170,433 | 399,390 | |
| Liabilities derived from clearing operations in respect to open derivative positions |
783,916 | 1,695,082 |
| Total current liabilities | 954,349 | 2,094,472 |
| Non-current liabilities | ||
| Loan from a bank | 49,971 | 99,888 |
| Lease liabilities | 9,692 | 9,009 |
| Deferred income from listing fees and levies | 80,967 | 77,058 |
| Non-current liabilities for employee benefits | 9,125 | 9,500 |
| Total non-current liabilities | 149,755 | 195,455 |
| Equity | ||
| Remeasurement reserve of net liabilities in respect to defined benefit | 6,212 | 4,745 |
| Capital reserve in respect to share-based payment transactions | 45,699 | 39,927 |
| Other capital reserves | 319,498 | 66,975 |
| Retained earnings | 349,859 | 290,073 |
| Total equity | 721,268 | 401,720 |
| Total liabilities and equity | 1,825,372 | 2,691,647 |
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(NIS, in thousands)
| Year ended December 31, |
|||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Revenue from services: | |||
| Trading and clearing commissions | 166,626 | 155,589 | 142,490 |
| Listing fees and levies | 88,025 | 81,120 | 84,489 |
| Clearing House services | 88,926 | 78,208 | 70,908 |
| Distribution of data and connectivity services | 90,794 | 71,176 | 58,060 |
| Other revenue | 3,494 | 3,762 | 5,064 |
| Total revenue from services | 437,865 | 389,855 | 361,011 |
| Cost of revenue: | |||
| Employee benefits expenses | 165,255 | 153,643 | 147,325 |
| Expenses in respect to share-based payments | 5,772 | 6,140 | 530 |
| Computer and communications expenses | 43,088 | 38,559 | 30,533 |
| Property taxes and building maintenance expenses | 14,026 | 13,732 | 13,798 |
| Other operating expenses | 3,619 | 2,470 | 2,548 |
| General and administrative expenses | 10,522 | 9,389 | 9,100 |
| Marketing expenses | 6,672 | 5,693 | 13,171 |
| Fee to the Israel Securities Authority | 8,369 | 8,098 | 9,341 |
| Depreciation and amortization | 55,976 | 52,412 | 51,335 |
| Other expenses | 130 | 1,380 | 132 |
| Total costs | 313,429 | 291,516 | 277,813 |
| Profit before financing income (expenses), net | 124,436 | 98,339 | 83,198 |
| Financing income | 19,738 | 11,952 | (12,802) |
| Financing expenses | 9,713 | 645 | 423 |
| Total financing income (expenses), net | 10,025 | 11,307 | (13,225) |
| Profit before taxes on income | 134,461 | 109,646 | 69,973 |
| Taxes on income | 33,067 | 26,440 | 19,137 |
| Profit for the year | 101,394 | 83,206 | 50,836 |
| Basic earnings per share (NIS) | 1.093 | 0.859 | 0.500 |
| Diluted earnings per share (NIS) | 1.048 | 0.840 | 0.492 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (NIS in thousands)
| Capital reserve in respect to share-based payment transactions |
Remeasure ment reserve of net liability in respect to defined benefit |
Other capital reserves |
Retained earnings |
Total | |
|---|---|---|---|---|---|
| Balance as of January 1, 2024 | 39,927 | 4,745 | 66,975 | 290,073 | 401,720 |
| Profit for the year | - | - | - | 101,394 | 101,394 |
| Other comprehensive loss for the | |||||
| year | - | 1,467 | - | - | 1,467 |
| Total comprehensive income | |||||
| (loss) for the year | - | 1,467 | - | 101,394 | 102,861 |
| Dividend declared | - | - | - | (41,608) | (41,608) |
| Share-based payment | 5,772 | - | - | - | 5,772 |
| Receipts from shareholders within the framework of implementing the ownership |
|||||
| restructuring, net | - | - | 252,523 | - | 252,523 |
| Balance as of December 31,2024 |
45,699 | 6,212 | 319,498 | 349,859 | 721,268 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (NIS, in thousands)
| Year ended December 31, |
|||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit for the year | 101,394 | 83,206 | 50,836 |
| Share-based payments expenses | 5,772 | 6,140 | 530 |
| Tax expenses recognized in profit or loss | 33,067 | 26,440 | 19,137 |
| Net financing expense (income) recognized in profit or loss | (10,025) | (11,307) | 13,225 |
| Depreciation and amortization | 55,976 | 52,412 | 51,335 |
| Loss from disposal of property and equipment and intangible assets | 141 | 691 | 131 |
| 186,325 | 157,582 | 135,194 | |
| Changes in asset and liability items: | |||
| Increase in trade receivables and other receivables | (936) | (9,130) | (532) |
| Decrease (increase) in receivables in respect to open derivative positions |
911,166 | (757,823) | (271,988) |
| (Decrease) increase in trade payables and other payables | (796) | 1,212 | (2,320) |
| Increase (decrease) in deferred income from listing fees and levies | 5,028 | (1,079) | (4,156) |
| Increase (decrease) in payables in respect to open derivative positions |
(911,166) | 757,823 | 271,988 |
| Increase (decrease) in liabilities for employee benefits | (6,841) | 20,152 | 14 |
| (3,545) | 11,155 | (6,994) | |
| Interest received | 17,652 | 10,564 | 5,297 |
| Interest paid | (8,699) | (567) | (417) |
| Tax receipts (payments) - operating activities | (26,528) | (18,461) | (13,498) |
| (17,575) | (8,464) | (8,618) | |
| Net cash provided by operating activities | 165,205 | 160,273 | 119,582 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Purchase of property and equipment | (16,194) | (10,138) | (14,841) |
| Acquisitions of intangible assets | (19,946) | (20,836) | (14,666) |
| Payments in respect to costs capitalized to property and equipment and to intangible assets |
(18,813) | (19,591) | (18,751) |
| Disposal (acquisition) of financial assets at fair value through profit or loss, net |
(731) | 107,589 | (4,632) |
| Net cash provided by (used in) investing activities |
(55,684) | 57,024 | (52,890) |
| CASH FLOW FROM FINANCING ACTIVITIES: | |||
| Lease payments | (9,472) | (8,848) | (8,815) |
| Acquisitions of treasury shares | - | (155,255) | (31,318) |
| Dividend paid | (272,718) | - | (22,735) |
| Receipts carried directly to equity within the framework of implementing the TASE Restructuring Law, net |
252,523 | 12,753 | 8,220 |
| Receipt (repayment) Loan from a bank | (50,000) | 150,000 | - |
| Net cash provided by (used in) financing activities | (79,667) | (1,350) | (54,648) |
| Net increase in cash and cash equivalents | 29,854 | 215,947 | 12,044 |
| Cash and cash equivalents, beginning of the year | 408,484 | 192,416 | 179,768 |
| Effect of changes in exchange rates on cash balances held in foreign currency |
(50) | 121 | 604 |
| Cash and cash equivalents, end of the year | 438,288 | 408,484 | 192,416 |
| Quarterly statements of profit or loss for 2024 and for the fourth quarter of 2023 (NIS, in thousands) |
|---|
| -------------------------------------------------------------------------------------------------------- |
| Oct-Dec 2023 |
Jan-Mar 2024 |
Apr-Jun 2024 |
Jul-Sep 2024 |
Oct-Dec 2024 |
2024 | |
|---|---|---|---|---|---|---|
| Item | (Unaudited) | (Audited) | ||||
| Revenue from services: | ||||||
| Trading and clearing commissions |
41,190 | 42,954 | 38,812 | 41,809 | 43,051 | 166,626 |
| Listing fees and levies | 20,186 | 21,603 | 21,715 | 22,397 | 22,310 | 88,025 |
| Clearing House services | 20,966 | 19,980 | 21,531 | 21,266 | 26,149 | 88,926 |
| Distribution of data and connectivity services |
18,574 | 22,601 | 22,119 | 22,951 | 23,123 | 90,794 |
| Other revenue | 532 | 1,155 | 933 | 622 | 784 | 3,494 |
| Total revenue from services |
101,448 | 108,293 | 105,110 | 109,045 | 115,417 | 437,865 |
| Cost of revenue | ||||||
| Expenses in respect of employee benefits, net |
40,334 | 39,030 | 39,298 | 41,744 | 45,183 | 165,255 |
| Share-based payment expenses |
2,001 | 2,113 | 1,405 | 1,166 | 1,088 | 5,772 |
| Computer and communication expenses |
10,449 | 10,837 | 10,469 | 11,240 | 10,542 | 43,088 |
| Property taxes and building maintenance expenses |
3,435 | 3,264 | 3,390 | 3,791 | 3,581 | 14,026 |
| General and administrative expenses |
2,621 | 2,485 | 2,416 | 2,353 | 3,268 | 10,522 |
| Marketing expenses | 1,582 | 1,341 | 663 | 1,799 | 2,869 | 6,672 |
| Fee to the Israel Securities Authority |
1,999 | 2,092 | 2,043 | 2,167 | 2,067 | 8,369 |
| Other operating expenses | 577 | 700 | 1,000 | 823 | 1,096 | 3,619 |
| Depreciation and amortization expenses |
13,458 | 13,496 | 14,060 | 13,995 | 14,425 | 55,976 |
| Other expenses | 430 | 9 | 22 | 57 | 42 | 130 |
| Total cost of revenue | 76,886 | 75,367 | 74,766 | 79,135 | 84,161 | 313,429 |
| Profit before financing income (expenses), net |
24,562 | 32,926 | 30,344 | 29,910 | 31,256 | 124,436 |
| Financing income | 3,480 | 4,213 | 4,508 | 6,337 | 4,680 | 19,738 |
| Financing expenses | 305 | 2,776 | 2,509 | 2,303 | 2,125 | 9,713 |
| Total financing income (expenses), net |
3,175 | 1,437 | 1,999 | 4,034 | 2,555 | 10,025 |
| Profit before taxes on income |
27,737 | 34,363 | 32,343 | 33,944 | 33,811 | 134,461 |
| Taxes on income | 7,014 | 8,653 | 8,063 | 7,912 | 8,439 | 33,067 |
| Net profit | 20,723 | 25,710 | 24,280 | 26,032 | 25,372 | 101,394 |
ABOUT TASE
The Company, including by means of the companies consolidated in its financial statements (collectively, "the Group"), is engaged in the area of securities trading and securities clearing .
Within this framework, the Group is engaged in setting rules regarding the TASE companies, rules for listing securities on TASE (including the obligations that apply to companies whose securities are listed) and rules regarding trading on TASE. The Group operates trading systems and provides clearing services for both listed and non-listed securities. In addition, the Group operates a derivatives clearing house that writes derivatives that are traded on TASE, clears them and serves as a central counterparty for transactions in them. The Group provides central counterparty (CCP) services for transactions in securities and derivatives that are executed on TASE and also provides central securities depository (CSD) services for securities. The Group engages in calculating security indices, in authorizing the use of indices for the creation of financial instruments that track the indices, and in distributing TASE trading data. In addition, since January 2018, the Group has operated a nominee company as defined in the Securities Law (securities traded on TASE are registered in the nominee company's name). The Company has one area of activity that is reported as a business segment in the Company's consolidated financial statements – trading and clearing transactions in securities
CONTACTS
| Yehuda Ben Ezra | Orna Goren | |||
|---|---|---|---|---|
| EVP, CFO | Head of Communication and Public Relations Unit | |||
| Email: | [email protected] | Email: | [email protected] | |
| Tel: | +972-76-8160442 | Tel: | +972-76-8160405 |
Appendix-transactional Metrics
| Quarter Ended | Year Ended | ||||
|---|---|---|---|---|---|
| December 31, | December 31, | ||||
| 2024 | 2023 | 2024 | 2023 | ||
| Number of trading days | 60 | 66 | 245 | 249 | |
| SHARES | |||||
| Market cap of Shares (ex. ETFs) | 1,218 | 953 | 1,218 | 953 | |
| Market cap of ETFs on share indices | 151 | 102 | 151 | 102 | |
| Total market cap (in NIS billions) | 1,369 | 1,055 | 1,369 | 1,055 | |
| Shares ADV | 1,948 | 1,515 | 1,703 | 1,598 | |
| ETFs on share indices ADV | 562 | 411 | 495 | 400 | |
| Total average daily volume (in NIS millions) | 2,510 | 1,926 | 2,198 | 1,998 | |
| Average commissions | 0.01035% | 0.01147% | 0.01095% | 0.01129% | |
| Revenue (in NIS thousands) | 15,584 | 14,579 | 58,970 | 56,176 | |
| BONDS | |||||
| Market cap of corporate bonds | 504 | 447 | 504 | 447 | |
| Market cap of ETFs on bond indices | 32 | 29 | 32 | 29 | |
| Total market cap (in NIS billions) | 536 | 476 | 536 | 476 | |
| Corporate bonds ADV | 979 | 861 | 974 | 902 | |
| ETFs on bond indices ADV | 103 | 95 | 103 | 114 | |
| Total average daily volume (in NIS millions) | 1,082 | 956 | 1,077 | 1,016 | |
| Corporate bonds - average commissions | 0.00702% | 0.00713% | 0.00711% | 0.00705% | |
| Revenue from corporate bonds (in NIS thousands) | 4,559 | 4,499 | 18,752 | 17,833 | |
| Market cap of government bonds -unlinked | 395 | 308 | 395 | 308 | |
| Market cap of government bonds –linked and others | 356 | 304 | 356 | 304 | |
| Total market cap (in NIS billions) | 751 | 612 | 751 | 612 | |
| Government bonds - unlinked | 2,338 | 2,406 | 2,316 | 1,902 | |
| Government bonds – linked and others | 1,074 | 1,121 | 1,028 | 1,009 | |
| Total average daily volume (in NIS millions) | 3,412 | 3,527 | 3,344 | 2,911 | |
| Government bonds unlinked - average commissions | 0.00205% | 0.00212% | 0.00200% | 0.00202% | |
| Government bonds linked - average commissions | 0.00300% | 0.00315% | 0.00299% | 0.00303% | |
| Government bonds - unlinked (in NIS thousands) | 2,876 | 3,372 | 11,343 | 9,579 | |
| Government bonds - linked (in NIS thousands) | 1,933 | 2,327 | 7,534 | 7,615 | |
| Revenue from Government bonds (in NIS thousands) | 4,809 | 5,699 | 18,877 | 17,194 | |
| TREASURY BILLS | |||||
| Market cap (in NIS billions) | 222 | 305 | 222 | 305 | |
| Treasury bills ADV (in NIS millions) | 1,251 | 1,568 | 1,419 | 1,397 | |
| Average commissions | 0.00361% | 0.00302% | 0.00336% | 0.00379% | |
| Revenue (in NIS thousands) | 2,713 | 3,123 | 11,683 | 13,170 | |
| MUTUAL FUNDS | |||||
| Market cap (in NIS billions) | 429 | 330 | 429 | 330 | |
| Average daily value of creation / redemptions (in NIS millions) | 2,181 | 1,474 | 1,924 | 1,424 | |
| Average commissions | 0.00724% | 0.00779% | 0.00744% | 0.00813% | |
| Revenue (in NIS thousands) | 9,474 | 7,576 | 35,082 | 28,819 | |
| DERIVATIVES |
| Quarter Ended December 31, |
Year Ended | |||
|---|---|---|---|---|
| December 31, | ||||
| 2024 | 2023 | 2024 | 2023 | |
| Derivatives on TA-35 index | 122.1 | 110.8 | 117.9 | 108.5 |
| Derivatives on foreign currency | 40.1 | 31.5 | 37.6 | 36.1 |
| Derivatives on shares and other | 16.9 | 10.0 | 17.6 | 12.7 |
| Total derivative contracts (in '000 units) | 179.1 | 152.3 | 173.1 | 157.3 |
| Average commissions | 0.547 | 0.565 | 0.544 | 0.566 |
| Revenue (in NIS thousands) | 5,879 | 5,681 | 23,090 | 22,170 |
| OTHER | ||||
| Other (MTS) (in NIS thousands) | 33 | 33 | 172 | 227 |
| Total revenue from trading and clearing commissions | 43,051 | 41,190 | 166,626 | 155,589 |
| Quarter Ended | Year Ended | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| CLEARING HOUSE SERVICES | ||||
| Average monthly/daily market value of assets (in NIS billions) | 3,470 | 2,908 | 3,238 | 2,890 |
| Avg. commissions from Custodian Fees | 0.00110% | 0.00110% | 0.00109% | 0.00110% |
| Revenue from: (in NIS thousands) | ||||
| Custodian Fees | 9,557 | 7,986 | 35,325 | 31,711 |
| Clearing House services for members | 10,547 | 7,365 | 30,778 | 25,823 |
| Clearing House services for companies & funds | 4,586 | 4,280 | 17,011 | 15,120 |
| Other | 1,459 | 1,335 | 5,812 | 5,554 |
| Total revenue from Clearing House services | 26,149 | 20,966 | 88,926 | 78,208 |
| LISTING FEES AND LEVIES | ||||
| Weighted avg. number of companies / funds | ||||
| Companies | 611 | 612 | 617 | 621 |
| Mutual funds and ETFs | 2,272 | 2,300 | 2,281 | 2,314 |
| Avg. revenue from levies (in NIS thousands) | ||||
| Companies | 5.8 | 5.6 | 22.9 | 22.0 |
| Mutual funds and ETFs | 2.2 | 2.0 | 8.7 | 8.0 |
| Revenue from Annual Levies from: (in NIS thousands) | ||||
| Companies | 3,522 | 3,414 | 14,157 | 13,670 |
| Mutual funds and ETFs | 5,099 | 4,628 | 19,895 | 18,682 |
| Nominee Company and others | 2,454 | 1,868 | 9,573 | 7,399 |
| Total revenue from Annual levies | 11,075 | 9,910 | 43,625 | 39,751 |
| The value of issuance used to calculate Listing fees (in NIS millions) |
||||
| Companies – Shares, Bonds and ETFs | 46,232 | 41,655 | 171,989 | 139,052 |
| Government bonds (including swap transactions) | 49,205 | 51,953 | 219,940 | 116,323 |
| Treasury-bills | 112,489 | 99,602 | 439,824 | 403,460 |
| Number of issuances | ||||
| Number of public offerings of shares on TASE (including on TASE UP) |
10 | 14 | 51 | 66 |
| Number of new issuers of shares | - | - | 5 | 1 |
| Number of new (dual-listed) companies | - | - | 2 | 2 |
| Number of Offerings and Volumes Raised | ||||
| Amount raised in share IPOs of new issuers (in NIS millions) | - | - | 832 | 145 |
| Amount raised in bond offerings by new issuers (in NIS millions) | 1,016 | 1,186 | 1,931 | 2,049 |
| Number of corporate bond offerings to the public | 90 | 30 | 239 | 137 |
| Number of corporate bond offerings to the public by new companies |
4 | 2 | 8 | 9 |
| Average revenue from Examination and Listing Fees | ||||
| Companies – shares, bonds and ETFs | 0.0195% | 0.0168% | 0.0172% | 0.0166% |
| Revenue from Examination and Listing Fees (in NIS thousands) |
||||
| Examination fees | 2,111 | 1,582 | 8,650 | 7,048 |
| Quarter Ended | Year Ended | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Receipts from listing Fees | ||||
| Listing fees - shares, bonds & ETF's | 9,008 | 6,989 | 29,559 | 23,152 |
| Listing fees - government bonds | 1,619 | 1,566 | 6,476 | 6,266 |
| Listing of T-bills | 788 | 697 | 3,080 | 2,824 |
| Levies and examination fees from members | 59 | 55 | 1,091 | 226 |
| Other | 164 | 170 | 910 | 490 |
| Total receipts | 11,638 | 9,477 | 41,116 | 32,958 |
| Accounting adjustments to revenue recognition | (2,514) | (783) | (5,366) | 1,363 |
| Total revenue from listing Fees | 9,124 | 8,694 | 35,750 | 34,321 |
| Total revenue from examination and listing fees (in NIS thousands) |
11,235 | 10,276 | 44,400 | 41,369 |
| Total revenue from listing fees and levies | 22,310 | 20,186 | 88,025 | 81,120 |
| DATA DISTRIBUTION AND CONNECTIVITY SERVICES (*) | ||||
| Average number of data terminals | ||||
| Domestic business clients (1) | 7,373 | 7,446 | 7,398 | 7,345 |
| Overseas business clients | 4,939 | 5,955 | 5,207 | 5,892 |
| Non-display data (2) | 198 | 287 | 213 | 261 |
| Revenue from data distribution and connectivity services (in NIS thousands) |
||||
| Domestic business clients (1) | 4,687 | 4,516 | 18,729 | 17,800 |
| Overseas business clients | 2,735 | 3,211 | 11,322 | 12,330 |
| Private clients | 2,553 | 2,260 | 10,918 | 8,584 |
| Derivative data and non-display data(3) | 1,166 | 1,275 | 4,553 | 4,613 |
| Data files and other data | 1,313 | 1,203 | 5,222 | 4,656 |
| Authorization for indices usage | 6,715 | 2,735 | 25,060 | 10,181 |
| Connectivity services | 3,954 | 3,374 | 14,990 | 13,012 |
| Total revenue from data distribution and connectivity services |
23,123 | 18,574 | 90,794 | 71,176 |
Presented below are details regarding the velocity of trading (1) in Israel in the reported period:
| Quarter Ended | Year Ended | % | ||||
|---|---|---|---|---|---|---|
| December 31, | % Change | December 31, | Change | |||
| 2024 | 2023 | 2024 | 2023 | |||
| Velocity of trading | ||||||
| Shares | 43.3% | 41.8% | 4% | 40.7% | 42.5% | (4%) |
| Corporate bonds (2) | 53.6% | 54.2% | (1%) | 54.4% | 57.6% | (6%) |
| Government bonds – shekel (3) | 123.6% | 147.6% | (16%) | 131.1% | 132.4% | (1%) |
| Government bonds – linked (4) | 66.0% | 80.3% | (18%) | 66.5% | 72.2% | (8%) |
| Treasury bills | 130.1% | 115.7% | 12% | 130.2% | 110.8% | 18% |
(1) The velocity of trading does not include off-exchange transactions.
(2) The velocity of trading does not include data of TASE UP institutional-traded corporate bonds.
(3) Including "Shahar" fixed-interest shekel bonds and short-term government bonds.
(4) Includes CPI-linked bonds and "Gilon" variable-interest shekel bonds, and global government bonds (foreign exchangelinked).
Appendix – Deferred income from listing fees
Forecast for recognition of income
| Deferred income from listing fees as of |
Total receipts in |
Total income recognized |
Deferred income from listing fees as of |
Deferred income recognition in twelve months ended |
Deferred income from listing fees as of |
|||
|---|---|---|---|---|---|---|---|---|
| 31.12.23 | 31.12.24 | 31.12.24 | 31.12.24 | 31.12.25 | 31.12.26 | 31.12.27 | 31.12.27 | |
| Listing of | ||||||||
| Shares | 25.5 | 4.3 | 5.9 | 23.9 | 5.5 | 4.7 | 3.7 | 10.0 |
| Corporate bonds | 43.0 | 21.3 | 15.5 | 48.8 | 14.4 | 10.6 | 7.5 | 16.3 |
| ETF | 22.7 | 3.9 | 5.0 | 21.6 | 4.6 | 3.7 | 2.9 | 10.4 |
| Government bonds | 12.5 | 6.5 | 4.8 | 14.2 | 3.2 | 2.9 | 2.8 | 5.3 |
| T-bills | 1.3 | 3.1 | 2.9 | 1.5 | 1.5 | 0.0 | 0.0 | 0.0 |
| Total | 105.0 | 39.1 | 34.1 | 110.0 | 29.2 | 21.9 | 16.9 | 42.0 |