Partner Communications Company Ltd. ("Partner" or "the
Company") (Nasdaq:PTNR)(TASE:PTNR), a leading Israeli mobile
communications operator, announces an agreement with Mivnei
Ta'asiya Ltd ("Mivnei Ta'asiya"), according to which the terms of
the existing lease agreement between the parties shall be extended
and updated, regarding the Company's head offices in Rosh
Ha'ayin.
1. On 27 December 2009 the Audit Committee
and the Board of Directors of the Company resolved to approve the
transaction with Mivnei Ta'asiya, in addition to the existing lease
agreements between the parties (the "Addendum"), for the Company's
head offices in Rosh Ha'ayin and the main terms are as follows:
1.1 The lease period for all rented office
space shall be consolidated and extended for seven years (until 31
December 2016). In consideration for an extension of the lease
agreement for the said period, a discount of 5% has been granted.
The updated lease fees for 2010 shall be NIS 24 million.
1.2 Partner shall have the right to
shorten the lease period regarding all or part of the leased
properties and terminate them on 31 December 2014.
1.3 The increase in lease fees that was
set forth in previous agreements will be cancelled.
2. Partner shall be allotted a budget for
improvements in the leased properties. A shortening of the lease
period by Partner shall cause a portion of the budget for
improvements to be returned, in accordance with the terms of the
agreement.
3. Partner shall have the right to extend
the lease period by an additional three or five years (as of 2016
and onwards), by their choice. Should Partner choose to extend the
agreement by an additional 5 years, the lease fee shall be reduced
at a rate of 2.5%.
2. Mr. Ilan Ben Dov, who is the
controlling shareholder of Scailex Corporation Ltd ("Scailex"), the
controlling shareholder of the Company, is also the controlling
shareholder of Tau Tshuot Ltd ("Tau") that holds 4.9% of the issued
share capital of Mivnei Ta'asiya. Tau also holds 13% of the issued
share capital of Darban Investments Ltd ("Darban") that is a sister
company of Mivnei Ta'asiya and has the right to appoint 2 directors
to Darban's Board of Directors. Therefore and for the sake of
caution, the Company regards the Addendum as a transaction in which
a controlling shareholder has a personal interest. In light of the
total consideration to be paid under the Addendum, the Company
regards it as an extraordinary transaction.
3. The Audit Committee and the Board of
Directors of the Company approved the Addendum after receiving
comparative information regarding lease fees for similar properties
and resolved that the Addendum will save money for the Company,
including savings resulting from transfer fees, if the Company
would have to move offices to another property, from an update of
lease fees, from a budget for improvements and other components.
The Audit Committee and the Board of Directors also resolved that
since prima facie this is an extraordinary transaction between the
Company and another person in whom the controlling shareholder of
the Company has a personal interest, the Addendum fulfills the
conditions of regulation 1 (5) of the Companies Regulations (Relief
for Transactions with Interested Parties), 2000, ("Relief
Regulations") since the transaction is on market terms, in the
ordinary course of business and does not harm the Company's
interests.
4. In accordance with regulation 1C of the
Relief Regulations, if one or more shareholders that hold at least
one percent of the issued share capital or the voting rights in a
company, notifies the company in writing of his objection to the
provision of the said relief no later than fourteen days from
publication of this immediate report, the relief based on
regulation 1 of the Relief Regulations shall not apply and in
addition to the approval of the Audit Committee and the Board of
Directors that was given, the transaction shall be subject to the
approval of the general meeting of the shareholders of the company
in accordance with sections 270 (4) and 275 of the Companies Law,
1999, according to the matter.
Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the US Securities Act of 1933, as
amended, Section 21E of the US Securities Exchange Act of 1934, as
amended, and the safe harbor provisions of the US Private
Securities Litigation Reform Act of 1995. Words such as "believe",
"anticipate", "expect", "intend", "seek", "will", "plan", "could",
"may", "project", "goal", "target" and similar expressions often
identify forward-looking statements but are not the only way we
identify these statements. All statements other than statements of
historical fact included in this press release regarding our future
performance, plans to increase revenues or margins or preserve or
expand market share in existing or new markets, reduce expenses and
any statements regarding other future events or our future
prospects, are forward-looking statements.
We have based these forward-looking statements on our current
knowledge and our present beliefs and expectations regarding
possible future events. These forward-looking statements are
subject to risks, uncertainties and assumptions about Partner,
consumer habits and preferences in cellular telephone usage, trends
in the Israeli telecommunications industry in general, the impact
of current global economic conditions and possible regulatory and
legal developments. For a description of some of the risks we face,
see "Item 3D. Key Information - Risk Factors", "Item 4. -
Information on the Company", "Item 5. - Operating and Financial
Review and Prospects", "Item 8A. - Consolidated Financial
Statements and Other Financial Information - Legal and
Administrative Proceedings" and "Item 11. Quantitative and
Qualitative Disclosures about Market Risk" in the form 20-F filed
with the SEC on April 27, 2009. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed
in this press release might not occur, and actual results may
differ materially from the results anticipated. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
About Partner
Communications
Partner Communications Company Ltd. ("Partner") is a leading
Israeli provider of telecommunications services (cellular,
fixed-line telephony and internet services) under the orange™
brand. The Company provides mobile communications services to over
3million subscribers in Israel (as of September 30, 2009).
Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and
its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and
TASE: PTNR).
Partner is an approximately 45%-owned subsidiary of Scailex
Corporation Ltd. ("Scailex"). Scailex's shares are traded on the
Tel Aviv Stock Exchange under the symbol SCIX and are quoted on
"Pink Quote" under the symbol SCIXF.PK. Scailex currently operates
in three major domains of activity: 1) the sole import,
distribution and maintenance of Samsung mobile handset and
accessories products primarily to the three major cellular
operators in Israel; 2) distribution and sale of various
manufacturers' mobile handsets, accessories and provision of
maintenance services, through a chain of retail stores and booths
("Dynamic"), to end customers of Cellcom (as part of the
acquisition of the controlling stake in Partner, Scailex announced
to Cellcom the termination of the distribution agreement through
Dynamic, effective July 1, 2010) and; (3) management of its
financial assets.
For more information about Scailex, see
http://www.scailex.com.
For more information about Partner, see
http://www.orange.co.il/investor_site.
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