Partner Communications Company Ltd. ("Partner" or "the
Company") (Nasdaq:PTNR)(TASE:PTNR), a leading Israeli
communications operator, announces that pursuant to the
Company's Shelf Prospectus dated September 3, 2009, the Company has
filed today a Supplemental Shelf Offering Report ("Offering
Report"), with the Israeli Securities Authority and the Tel
Aviv Stock Exchange Ltd. ("TASE").
Pursuant to the Offering Report, the Company is offering 3 new
series of unsecured and non-convertible notes, in an aggregate
principle amount of up to NIS 1,000,000,000 which will mature
during the period 2013-2021 and which will be sold at par value
("the Public Offering" and "the Notes" respectively),
as further detailed below:
(1) New Series C Notes in an aggregate principal amount of up to
NIS 200,000,000 which will be payable in 3 equal annual
installments on December 30 of each of the years 2016 through 2018,
bearing a fixed annual interest rate to be set in a public tender
(not exceeding 3.4%), which will be payable semiannually on June 30
and on December 30 of each of the years 2010 through 2018. Series C
Notes (principal and interest) will be linked to the Israeli
Consumer Price Index ("CPI") for the month of March
2010;
(2) New Series D Notes in an aggregate principal amount of up to
NIS 400,000,000 which will be payable in 5 equal annual
installments on December 30 of each of the years 2017 through 2021,
bearing a floating annual interest rate based on the interest rate
of short term debt issued by the State of Israel ('Makam') in
addition to fixed annual spread ("Spread") to be set in a
public tender (not exceeding 1.25%), which will be payable
quarterly on March 30, June 30, September 30 and on December 30 of
each of the years 2010 through 2021. Series D Notes (principal and
interest) will not be linked to any currency or index ;
(3) New Series E Notes in an aggregate principal amount of up to
NIS 400,000,000 which will be payable in 5 equal annual
installments on December 30 of each of the years 2013 through 2017,
bearing a fixed annual interest rate to be set in public tender
(not exceeding 5.55%), which will be payable semiannually on June
30 and on December 30 of each of the years 2010 through 2017.
Series E Notes (principal and interest) will not be linked to any
currency or index.
The Company has received early commitments from classified
institutional investors for the purchase of the following: (1)
Series C Notes in the aggregate principal amount of NIS
160,000,000, with interest rate of no more than 3.4% per annum with
linkage to the CPI; (2) Series D Notes in the aggregate principal
amount of NIS 340,000,000 with Spread of no more than 1.25%; (3)
Series E Notes in the aggregate principal amount of NIS 340,000,000
with interest rate of no more than 5.55% per annum.
In consideration for making early commitments ("the
Commitments"'), the classified institutional investors will
receive a commission on their Commitment in the amount of 0.5% in
relation to Series C and E Notes, and in the amount of 0.7% in
relation to Series D Notes.
The Public Tender for all of the Notes is expected to be held on
April 18, 2010.
The net proceeds from the Public Offering, if completed, after
deduction of the arrangers' fees and other expenses and commissions
of the Public Offering, are expected to be approximately NIS 991
million (assuming total proceeds of NIS 1,000,000,000)
The Company intends to use the net proceeds from the Public
Offering for refinancing of outstanding debt, and also for general
corporate purposes, which may include financing our operating and
investment activities, financing future mergers and acquisitions
(if any), and dividend distributions (if required), subject to the
decision of the Company's Board of Directors from time to time.
The Notes are unsecured, do not restrict the Company's ability
to issue additional notes of any class or distribute dividends in
the future, and contain standard terms and conditions. The Notes
will be listed for trade on TASE.
In addition, on April 8, 2010, Standard & Poor's Maalot
announced that it assigned its 'ilAA- rating to the Notes ( up to
NIS 1,000,000,000)
The consummation of the Public Offering and its terms are
subject to market conditions. Accordingly, there is no assurance at
this stage that the Public Offering will be completed.
The Public Offering is made in Israel to residents of Israel
only. The Notes will not be registered under the U.S. Securities
Act of 1933, as amended, and will not be offered or sold in the
United States or to U.S. persons, absent registration or applicable
exemption from the registration requirement.
This press release shall not be deemed to be an offer to sell or
a solicitation of an offer to buy any of the Notes.
Forward-Looking
StatementsThis 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 March 22, 2010. 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
CommunicationsPartner 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 3 million subscribers in Israel (as of December
31, 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 two major domains of activity (after selling "Dynamic", a chain
of retail stores and booths to Cellcom on April 1, 2010), in
addition to its holding in Partner: (1) the sole import,
distribution and maintenance of Samsung mobile handset and
accessories products primarily to the major cellular operators in
Israel (2) 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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