Partner Communications Announces the Private Issuance of Additional Unsecured Non-Convertible Series C Notes
February 24 2011 - 3:34AM
Business Wire
Partner Communications Company Ltd. ("Partner" or "the
Company") (Nasdaq:PTNR) (TASE:PTNR), a leading Israeli
communications operator, today announced that, following the
public offering in Israel of unsecured non-convertible Series C
Notes of the Company pursuant to a shelf offering report dated
April 15, 2010, as amended to date (the "Shelf Offering
Report") and in accordance with the Company's shelf prospectus
dated September 3, 2009, as amended to date (the "Shelf
Prospectus"), it has agreed with classified institutional
investors in Israel to issue in a private placement an additional
NIS 443,514,739 in principal amount of Series C Notes
(approximately USD 122 million) (the "Additional Notes").
The terms of the Additional Notes are identical to the terms of the
currently outstanding Series C Notes previously issued to the
public pursuant to the Shelf Offering Report and the Shelf
Prospectus. For additional information regarding the terms of the
Series C Notes, see the Company's press releases dated April 15,
2010 and April 22, 2010.
Pursuant to its agreement with classified institutional
investors in Israel, the Additional Notes will be issued to such
investors for an aggregate consideration of approximately NIS
462,585,873 (approximately USD 127 million), representing a price
of NIS 1.043 per NIS 1 principal amount of the Additional Notes
(reflecting approximately 1.8% discount on the market price as of
February 23, 2011). The Additional Notes will therefore be issued
without discount on their adjusted value ('nikaion').
The proceeds from the issuance will be used to meet the
Company's operating needs including repayment or purchase of the
Company's Series A Notes and/ or finance of the purchase of 012
Smile Telecom Ltd.
In addition, on February 24, 2011, Standard & Poor's Maalot
announced that "it assigned its 'ilAA-' rating to an
expansion of bond series C of up to new Israeli shekel (NIS) 500
million par value, to be issued by Partner Communications Company
Ltd. (ilAA-/Negative). The proceeds from the issue will be used to
meet the company's operating needs including repayment or purchase
of Series A bonds or/and financing the purchase of Smile 012. The
rating reflects our assessment that the expansion of the bond
series does not negatively affect the company's financial risk
profile, or/and our ratings on the existing bond issues, assuming
that Partner will continue to maintain what we consider as
"adequate" liquidity." For further information see Standard
& Poors Maalot's announcement on:
http://www.maalot.co.il/reports/495/B24022011.pdf or its informal
English translation attached to our Form 6-K to be furnished to the
Securities and Exchange Commission later on today.
In addition, for further information regarding Standard &
Poors Maalot's rating report dated October 19, 2010, see Standard
& Poors Maalot's announcement on:
http://www.maalot.co.il/reports/495/RU19102010.pdf or its informal
English translation attached to our Form 6-K furnished to the
Securities and Exchange Commission on October 20, 2010.
The issuance and the listing of the Additional Notes is subject
to the receipt of the approval of the Tel Aviv Stock Exchange Ltd.
for the listing of the Additional Notes for trade on the Tel Aviv
Stock Exchange.
The sale and/or transfer of the Additional Notes are subject to
the limitations on re-sale of securities set forth in Article 15C
of the Israeli Securities Law of 1968 (the "Law") and the
Securities Regulations (Details with respect to Articles 15A-15C of
the Law) of 2000 applicable to investors of the type specified in
the first supplement to the Law.
The Additional Notes have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the
United States or to U.S. Persons (as defined in Regulation S
promulgated under the Securities Act) without registration under
the Securities Act or an applicable exemption from the registration
requirements of the Securities Act. The offering of the Additional
Notes was made in Israel only.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.
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 Company's 2009
Annual Report (20-F) filed with the SEC. 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
3 million subscribers in Israel. 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 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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