NETANYA, Israel, June 1, 2017 /PRNewswire/ --
Cellcom Israel Ltd. (NYSE: CEL) (TASE: CEL) (hereinafter: the
"Company") announced today that:
Private Debentures Placement -
The Company entered into an agreement with certain Israeli
institutional investors, according to which the Company irrevocably
undertook to issue to the institutional investors, and the
institutional investors irrevocably undertook to purchase from the
Company, NIS 220 million aggregate
principal amount of additional debentures of the existing series K
debentures (which are listed on the Tel Aviv Stock Exchange, or
TASE), on July 1, 2018, or the Agreed
Date.
The price was set at NIS 1.011 for
each Series K debenture (which bears a stated interest rate of
3.55% per annum) of NIS 1 principal
amount, or a total consideration of approximately NIS 222 million, reflecting an effective interest
yield of 3.6% per annum. The Company is required to pay a certain
commitment fee to the institutional investors. In case the
debentures' rating on the Agreed Date shall be il/(A-) or below,
the price shall be reduced to NIS
1.001 for each Series K debenture of NIS 1 principal amount.
The closing of the issuance will be subject to certain customary
conditions, including: the receipt of the TASE's approval, the
absence of any event of default under the series K debentures
indenture, the Company having an Israeli shelf prospectus in force,
and satisfaction of the conditions set out in the series K
debentures indenture for the issuance of additional K debentures
(meaning, aside from the no events of default condition detailed
above, that the issuance of additional debentures itself will not
cause a rating downgrade compared to the rating prior to such
issuance, and that the Company meets the financial covenants
applicable to the series K debentures on the date of such issuance
and thereafter).
In relation to the said offering, the Company's rating agency
reaffirmed the current rating of ilA+/stable for the Company and
its debentures.
The offering described in this press release was made only in
Israel and only to residents of
Israel. The said debentures will
not be registered under the U.S. Securities Act of 1933 and will
not be offered or sold in the United
States. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy any
securities.
Loan Agreement -
In addition, the Company entered into a loan agreement with an
Israeli bank that provided the Company a similar loan in
August 2015 (the "Lender" and the
"2015 Loan Agreement", respectively), according to which the Lender
has agreed, subject to certain customary conditions, to provide the
Company a deferred loan in a principal amount of NIS 150 million, unlinked, which will be provided
to the Company in March 2019, and
will bear an annual fixed interest of 4%. The loan's principal
amount will be payable in four equal annual payments on
March 31 of each of the years 2021
through and including 2024 and the interest will be payable in ten
semi-annual instalments on March 31
and September 30 of each calendar
year commencing September 30, 2019
through and including March 31, 2024.
Until the provision of the loan, the Company is required to pay the
Lender a commitment fee.
The agreement includes similar terms and obligations to those
included in the Company's August 2015
loan agreement and apply the right to demand immediate repayment of
either or both agreements due to certain events of default under
either agreement.
For additional details regarding the Company's existing
debentures and existing loan agreements, including the August 2015 loan agreement, see our most recent
annual report for the year ended December
31, 2016 on Form 20-F, filed on March
20, 2017, under "Item 5B. Liquidity and Capital Resources -
Debt Service - Public Debentures" and "-Other Credit
Facilities".
About Cellcom Israel
Cellcom Israel Ltd., established in 1994, is the largest Israeli
cellular provider; Cellcom Israel provides its approximately 2.792
million cellular subscribers (as at March
31, 2017) with a broad range of value added services
including cellular telephony, roaming services for tourists in
Israel and for its subscribers
abroad and additional services in the areas of music, video, mobile
office etc., based on Cellcom Israel's technologically advanced
infrastructure. The Company operates an LTE 4 generation network
and an HSPA 3.5 Generation network enabling advanced high-speed
broadband multimedia services, in addition to GSM/GPRS/EDGE
networks. Cellcom Israel offers Israel's broadest and largest customer service
infrastructure including telephone customer service centers, retail
stores, and service and sale centers, distributed nationwide.
Through its broad customer, service network Cellcom Israel offers
technical support, account information, direct to the door parcel
delivery services, internet and fax services, dedicated centers for
hearing impaired, etc. Cellcom Israel further provides OTT TV
services (as of December 2014),
internet infrastructure (as of February
2015) and connectivity services and international calling
services, as well as landline telephone communications services in
Israel, in addition to data
communications services. Cellcom Israel's shares are traded both on
the New York Stock Exchange (CEL) and on the Tel Aviv Stock
Exchange (CEL). For additional information, please visit the
Company's website http://investors.cellcom.co.il.
Company Contact
Shlomi Fruhling
Chief Financial Officer
investors@cellcom.co.il
Tel: +972-52-998-9755
Investor Relations Contact
Ehud Helft
GK Investor & Public Relations In partnership with LHA
cellcom@GKIR.com
Tel: +1-617-418-3096
SOURCE Cellcom Israel Ltd