Partner Communications Company Ltd. ("Partner" or "the
Company") (Nasdaq:PTNR)(TASE:PTNR), a leading Israeli
communications operator, announces today, further to the
Company's Press Releases dated April 14, 2011 and May 1, 2011 and
Immediate Reports on Form 6-K dated April 14, 2011 and May 2, 2011
and pursuant to the Company's Shelf Prospectus dated September 3,
2009, as amended on May 23, 2010 and on September 20, 2010, that
the Company has filed today a Shelf Offering Report (the
"Offering Report") with the Israel Securities Authority and
the Tel Aviv Stock Exchange Ltd. ("TASE").
Pursuant to the Offering Report, the Company is offering (the
"Public Offering") two series of unsecured and
non-convertible notes (the "Series D Notes" and the "Series E
Notes" and collectively, the "Notes"), which will be offered
through an expansion of the Company's Series of such Notes, which
are currently outstanding and registered for trading on TASE, as
further detailed below:
(1) Series D Notes bearing a variable annual interest rate based
on the annual interest rate of short term debt issued by the State
of Israel ('Makam') in addition to a fixed annual spread of 1.20%;
and (2) Series E Notes bearing an annual fixed interest rate of
5.50%.
The Series D Notes and Series E Notes were initially issued by
the Company pursuant to a shelf offering report dated April 15,
2010, as amended on April 21, 2010. The terms of the Series D Notes
and Series E Notes, to be issued, if issued, according to the
Offering Report, would be identical to the terms of the currently
outstanding Series D Notes and Series E Notes.
The Notes will be offered in a public tender in NIS units, each
in the principal amount of NIS 1,000, at a price per unit to be
determined by tender but not less than NIS 988 per unit for the
Series D Notes and not less than NIS 996 per unit for the Series E
Notes. The public tender for all of the Notes is expected to be
held on May 4, 2011.
The Company intends to use the proceeds from the Public Offering
for the Company's current needs including settling payments on, or
purchasing, the Company's Series A Notes and/or refinancing other
debt.
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 trading only on the TASE.
In connection with such offering, on April 14, 2011, Standard
& Poor's Maalot announced that it "assigned its 'ilAA-' rating
to additional Series C and/or D and/or E bonds of up to NIS1.2
billion par value, to be issued by Partner Communications Company
Ltd. (ilAA-/Negative) through an expansion of the series. The
proceeds from the issuance are designated for Partner's current
needs, including settling payments on, or purchasing, the company's
Series A bonds, and/or refinancing other debt. The rating reflects
our assessment that the expansion of the bonds in itself will not
negatively influence the company's financial risk profile, nor the
rating of the existing bond series, as a significant increase in
the net financial debt beyond the company's consolidated debt post
acquisition of 012 Smile, is not anticipated." For further
information see Standard & Poor's Maalot's announcement dated
April 14, 2011 on:
http://www.maalot.co.il/reports/495/B14042011.pdf or its informal
English translation attached to our Form 6-K which was furnished to
the Securities and Exchange Commission on April 14, 2011. In
addition, for details regarding the rationale behind the rating of
the Company, see Standard & Poor's Maalot's rating report dated
October 19, 2010, in the Standard & Poor's 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 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 of the Notes shall be carried out only in
Israel. The Notes have not 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 and/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.
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
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 2010
Annual Report (20-F) filed with the SEC on March 21, 2011. 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
About 012 Smile Telecom
Ltd.
012 Smile is a wholly owned subsidiary of Partner Communications
which provides international long distance services, internet
services and local telecommunication fixed-line services (including
telephony services using VOB) under the 012 Smile brand. The
completion of the purchase of 012 Smile by Partner Communications
took place on March 3, 2011. For further details see the press
release dated March 3, 2011. For further details see the press
release dated March 3, 2011.
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