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Unitronics — Major Shareholding Notification 2016
Jul 26, 2016
7101_mrq_2016-07-26_7a22d720-bf0d-4c51-8420-0065bb17de0b.pdf
Major Shareholding Notification
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PRESS RELEASE Airport City, Israel
UNITRONICS (1989) (R"G) LTD.
UNITRONICS (1989)(R"G) Ltd. [EURONEXT, TASE]
Press Release Regulated Information Tel Aviv, 26 July 2016
Publication of a transparency notification (Article 14, first paragraph of the Law of 2 May 2007 on disclosure of major holdings)
1. Summary of the notification
Unitronics has received a transparency notification dated July 19, 2016, indicating that Mr. Haim Shani and Fimi Funds now jointly hold, following the consummation on May 18, 2016 of that certain transaction under which Fimi Funds purchased from Unitronics and Mr. Shani an aggregate of 6,875,000 of Unitronics ordinary shares, constituting 64.10% of the voting rights in the Company1 . Mr. Haim Shani and Fimi Funds have therefore crossed the threshold of 60%.
2. Content of the notification
The notification dated July 19, 2016 contains the following information:
Reason for notification:
Acquisition or disposal of voting securities or voting rights
Conclusion or modification of an agreement to act in concert
Notification by
Persons acting in concert who have concluded an agreement to adopt, by concerted exercise of the voting rights they hold, a lasting common policy
Persons subject to the notification requirement
Ishay Davidi
Fimi Funds
Haim Shani
Transaction Date
18/05/2016
Threshold that is crossed
60%
1 As instructed by the FSMA, the percentages of Fimi Funds' and Mr. Shani's voting rights indicated above, are calculated on the basis of an issued and outstanding share capital of Unitronics of 15,428,504 ordinary shares, which include 1,676,192 ordinary shares of Unitronics held by Unitronics itself; Such shares held by Unitronics itself are defined under Israeli Law as 'Dormant Shares' which, under Israeli Law do not grant the Unitornics any rights whatsoever including no voting nor equity rights; Accordingly, in Israel, the percentages of Fimi Funds' and Mr. Shani's voting rights are calculated disregarding such Dormant Shares, i.e. in Israel, Fimi Funds is reported as holding 49.99%, Haim Shani is reported as holding 21.92% and jointly they are reported as holding 71.91% of the Unitronics voting rights.
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PRESS RELEASE Airport City, Israel
UNITRONICS (1989) (R"G) LTD.
Denominator2
15,428,504
Notified Details
| A) Voting rights | Previous notification |
After the transaction | ||||
|---|---|---|---|---|---|---|
| # of voting rights | # of voting rights | % of voting rights3 | ||||
| Holders of voting rights |
Linked to securities |
Not linked to the securities |
Linked to securities |
Not linked to the securities |
||
| Ishay Davidi | 0 | 0 | 0.00% | |||
| Fimi Funds4 | 0 | 6,875,000 | 44.56% | |||
| subtotal | 6,875,000 | 44.56% | ||||
| Haim Shani5 | 6,139,551 | 3,014,551 | 19.54% | |||
| TOTAL | 9,889,551 | 0 | 64.10% | 0.00% |
| B) Equivalent financial instruments |
After the transaction | ||||||
|---|---|---|---|---|---|---|---|
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
||
| TOTAL | (in relation to all expiration dates) |
0 | 0.00% |
2 See comment 1 above.
3 See comment 1 above.
4 The transaction between Unitronics and Fimi Funds includes a certain adjustment mechanism under which, subject to certain terms and conditions, Unitronics may issue additional 535,714 shares to Fimi Funds.
5 Mr. Shani's shares as set forth above, include 446,429 shares of Unitronics which are held in trust, and which may be transferred, in whole or in part, to Fimi Funds in the future, subject to certain terms and conditions agreed by the parties. Until so transferred, if at all, Mr. Shani retains all voting rights attached to such shares. In addition, Mr. Shani is party to a shareholders' agreement with Fimi Funds that hold 6,875,000 of Unitronics shares, pursuant to which such parties agreed to vote their respective shares in a coordinated manner in connection with election of directors and certain other resolutions, as well as otherwise cooperate between them in connection with their holdings of the Unitronics shares.
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PRESS RELEASE Airport City, Israel
UNITRONICS (1989) (R"G) LTD.
| TOTAL (Voting rights & Equivalent financial instruments) |
# of voting rights | % of voting rights | |
|---|---|---|---|
| CALCULATE | 9,889,551 | 64.10% |
Chain of controlled undertakings through which the holding is effectively held
Ishay Davidi controls Fimi Funds
3. Miscellaneous
- This information will also be posted on www.unitronics.com/investors.
- Contact persons:
Hilit Bar Sorya, in-house legal counsel, [email protected], +972-3-9778844;
Avi Peleg, comptroller, [email protected], +972-3-9778844
About Unitronics
Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Systems Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and sixty distributors (and a wholly owned US subsidiary) in approximately sixty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.