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Umh

Prospectus Jul 21, 2025

7099_rns_2025-07-21_2a9e38e3-4f23-4c24-9768-6a4150b1c1f1.pdf

Prospectus

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UMH PROPERITES, INC.

July 21, 2025

To: To:

Israeli Securities Authority Tel Aviv Stock Exchange Ltd.

www.isa.gov.il www.tase.co.il

Dear sirs,

Re: UMH PROPERITES, INC. (the "Company") - Immediate report regarding offering results according to an offering prospectus

In accordance with Section 30 of the Securities Law-1968 and to Securities Regulations (Notice of the Results of the Prospectus Offer), 1969, the Company is pleased to announce hereby the results of the offering according to the Company's Prospectus dated July 21, 2025 1 (the "Prospectus"), In which the Company's bonds (Series B) were offered to the public (hereinafter: "the bonds (Series B)"), as specified in the Prospectus.

    1. In the Prospectus, up to NIS 319,088,000 par value of bonds (Series B) of the Company were offered to the public, registered on name and of NIS 1 par value each ("Bonds (Series B)").
    1. The bonds (Series B) were offered to the public in 319,088 units, of NIS 1,000 par value bonds (Series B) each (the "Units"), in a uniform offer, by way of a tender on the unit price, which should not be less than 975 NIS (the "Minimum Price Per Bond Unit (Series B)" or "the minimum price per unit"). Notwithstanding the foregoing, it should be noted that within the framework of the Prospectus the Company determined that in any event it will not issue an amount higher than 287,180,000 NIS par value bonds (Series B), even if the total demand in the public tender exceeds this amount.
    1. The Company was given prior commitments of institutional investors to purchase units, in quantities and at price as specified in the Prospectus.

4. Below are the results of the tender held on July 21, 2025, with respect to the Prospectus (the "Tender")

  • 4.1. As part of the Tender, a total of 47 subscriptions to purchase 269,211 units were received, of which 4 subscriptions to purchase 2,545 units were received from the public and 43 subscriptions to purchase 266,666 units according to prior commitments of institutional investors.
  • 4.2. The price of the Bonds (Series B) determined in the Tender is NIS 975 (which is the minimum price per unit as stated above) (the "Closing Price").

1 Reference: 2025-02-053715.

  • 4.3. The Bonds (Series B) are being issued for the first time at a price of 0.975 NIS for every 1 NIS nominal value of the Bonds (Series B), i.e., at a price lower than their nominal value, and therefore, they are being issued at a discount. Accordingly, the discount rate reflected in the issuance of the Bonds (Series B) according to the Prospectus is 2.5%. For details regarding the taxation of the Bonds (Series B), see Section 2.6 of chapter 2 of the Prospectus.
  • 4.4. The allocation of units was made in accordance with section 2.4.4 of the Prospectus in the manner set out below:
    • 4.4.1. 41 purchase orders from institutional investors for the purchase of 252,753 units, which specified a price higher than the unit price set on the Bid, were fulfilled in full.
    • 4.4.2. 2 purchase orders from the public for the purchase of 250 units, which specified a price higher than the unit price set on the Bid, were fulfilled in full.
    • 4.4.3. 2 purchase orders from institutional investors for the purchase of 13,913 units, which specified the unit price set on the Bid, were fulfilled in full.
    • 4.4.4. 2 purchase orders from the public for the purchase of 2,295 units, which specified the unit price set on the Bid, were fulfilled in full.
  • 4.5. The total demand received in the Tender is 269,211 units, reflecting 269,211,000 NIS par value of Bonds (Series B) (the "Demand Received in the Tender").
    1. Following the allotment as stated in section 4 above, the minimum distribution and value of public holdings required in Bonds (Series B) are met in accordance with the Stock Exchange guidelines.
    1. The Bonds (Series B) bear an annual interest rate of 5.85%. Accordingly, the semi-annual interest rate for the bonds (Series B) is 2.925%, and the interest rate for the first interest period for the Bonds (Series B), as specified in Section 2.3 of the deed of trust (i.e., the period that will begin on the first trading day after the Tender date (i.e., July 22, 2025) and end on the day immediately preceding the initial interest payment date (i.e., December 30, 2025), is 2.59644%.
    1. In total, the Company will allocate 269,211 units according to the results of the said Tender, which will include a total of NIS 269,211,000 par value Bonds (Series B).
    1. The total gross consideration that the Company will receive in respect of the Bonds (Series B) that will be allocated according to the Prospectus, amounts to NIS 262,480,725.

The Company thanks the investing public for responding to the offer.

Sincerely,

UMH PROPERITES, INC.

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