SINGAPORE, Jan. 6, 2015 /PRNewswire/ --
Highlights
- Israel Corporation's ("IC") shareholders
and board approved the spin-off of Kenon shares, aimed at unlocking
shareholder value for Israel Corporation's shareholders. The
expected closing date is January 7,
2015 and the distribution date was set for January 9, 2015, subject to certain terms and
conditions.
- Kenon will hold interests in: IC Power: a
leading owner, developer and operator of power facilities; Qoros
Automotive; Tower Semi (NASDAQ, TASE: TSEM); ZIM; and two renewable
energy companies
- Kenon's aim is to support the growth and
development of its businesses and to maximize their value, with the
intention of then providing its shareholders with direct access to
these businesses
- Kenon's Shares are expected to commence
trading on the NYSE on or about January 6,
2015 on a when-issued basis; Trading on the TASE is expected
to commence on January 11,
2015
- Kenon will be holding a roadshow with
investors in the U.S. starting on Tuesday
January 6, 2015
- Deutsche Bank Securities is acting as Lead
Financial Advisor to Israel Corporation and Kenon Holdings for this
process. BofA Merrill Lynch is acting as Financial Advisor to Kenon
Holdings
Kenon Holdings Ltd. (NYSE, TASE: KEN), announced that the
shareholders of Israel Corporation Ltd. (TASE: ILCO), its board of
directors and two committees of the board, have approved the
spin-off of Kenon to Israel Corporation shareholders, and the
expected closing date is January 7,
2015. The board of directors of Israel Corporation declared a
pro rata dividend of the outstanding shares of Kenon, which will
result in the legal and structural separation of the two
companies.
Kenon's primary assets include IC Power, a wholly owned power
generation company with more than 3,800 MW of operating assets and
assets under construction in growing markets including ten Latin
American countries and the Caribbean and in Israel. IC Power has a pipeline of over 1,100
MW of new projects under construction scheduled to be completed by
year end 2016. Kenon's other primary asset is Qoros Automotive, an
emerging Chinese automaker. Its other assets include interests in
Tower Semiconductor, a speciality foundry manufacturer of analogue
integrated circuits, ZIM, a global container shipping company, and
two smaller renewable energy companies.
Kenon's strategy is to support the growth and development of its
various businesses. Following the growth and development of its
businesses, Kenon intends to unlock value by providing its
shareholders with direct access to these businesses. In addition,
Kenon will follow disciplined capital allocation principles,
including refraining from investing in new companies outside its
current businesses.
All Israel Corporation shareholders as of the record date,
January 9, 2015, will be entitled to
receive for each IC share held, 7 Kenon shares, together with
US$26.22557 in cash, as a dividend.
Kenon's shares will be distributed through the clearing systems of
the Tel Aviv Stock Exchange Ltd. (TASE) on or about January 9, 2015.
Kenon's shares will begin trading in the U.S. on the New York
Stock Exchange (NYSE) on or about January 6,
2015. The NYSE has indicated that Kenon's shares will trade
on a "when-issued basis" for an initial period. During this period,
Kenon's shares will trade under the ticker symbol of 'KEN WI'.
Regular-way trading on the NYSE will commence at a later date to be
determined by the NYSE. At this stage, the ticker symbol will be
changed to 'KEN'.
Kenon's shares will commence trading in Israel on the TASE, on or about January 11, 2015.
In connection with the spin-off, Kenon has filed a Registration
Statement on Form 20-F ("Registration Statement") with the U.S.
Securities and Exchange Commission ("SEC"), which contains
information about Kenon and its businesses and details regarding
the distribution of Kenon's shares, as well as certain tax
consequences and considerations and other important information.
The Registration Statement is available on the SEC's website at
www.sec.gov
About Kenon
Holding
Kenon is a newly-incorporated holding
company that will operate dynamic, primarily growth-oriented,
businesses. The companies it will own, in whole or in part, are at
various stages of development, ranging from established, cash
generating businesses to early stage development companies. Each of
our future businesses was formerly held by IC, which is spinning
off these businesses with the aim to enhance value for its
shareholders in the long term, by enhancing the business focus in
the holding of portfolio companies, exposing these businesses to
more focused public of investors within their areas of activities,
creating structural flexibility in the holding of these businesses
and "simplifying" the structure. Our businesses comprise:
- IC Power
(100% interest) – a leading owner, developer
and operator of power generating facilities in the Latin American,
Caribbean and Israeli power
generation markets;
- Qoros
(50% interest) – a China-based automotive company;
- Tower
Semiconductors (30% interest) – a
global foundry manufacturer, with shares traded on NASDAQ and the
TASE; and
- ZIM
(32% interest) – an international shipping
company;
- Two early stage businesses in the
renewable energy sector - Primus (91%
interest) – a developer of alternative fuel technology and
HelioFocus (70% interest) – a developer of
solar technologies
Kenon's primary focus will be to continue
to grow and develop its primary businesses, IC Power
and Qoros. Following the continued growth and
development of its primary businesses,
Kenon intends to provide its
shareholders with direct access to these businesses,
when Kenon believes it is in the best
interests of its shareholders for it to
do so based on factors specific to each business,
market conditions and other relevant information. Kenon
intends to support the development of
its non-primary businesses, and to act to
realize their value for its shareholders by
distributing its interests in its
non-primary businesses to its shareholders or
selling its interests in its non-primary businesses,
rationally and expeditiously. For further information
on Kenon's businesses and strategy, see the Registration
Statement. Please see http://www.kenon-holdings.com for
additional information.
Caution Concerning Forward-Looking Statements
This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements include, but are not limited to, statements about
the completion of the spin-off, timing of "when-issued" and
"regular-way" trading and trading on the NYSE and the TASE,
conditions to the distribution, and statements about the objectives
of the spin-off, Kenon's strategy and other non-historical matters.
These statements are based on management's current expectations or
beliefs, and are subject to uncertainty and changes in
circumstances. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond our
control, which could cause the actual results to differ materially
from those indicated in our forward-looking statements. Such risks
include a failure to successfully separate Kenon from Israel
Corporation, the satisfaction of conditions of the spin-off,
including the receipt of required approvals, the ability of Kenon's
businesses to continue to grow and develop according to their
business development plans, trends in the industries in which
Kenon's businesses operate, customer demand, the competitive
landscape in which Kenon's businesses operate, changes in
regulation applicable to Kenon's businesses, competition risk,
regulatory risk, financial markets risk, operational risks, and
other risks and factors, including those set forth under the
heading "Risk Factors" in Kenon's Registration
Statement. Except as required by law, Kenon undertakes no
obligation to update these forward-looking statements, whether as a
result of new information, future events, or otherwise.
Information on Israel Corporation's Cash Dividend Press
Release
On January 4 Israel Corporation
issued a separate immediate report regarding a cash distribution to
be made to holders of Israel Corporation shares on the record
date.
Contact Info:
Kenon Holdings Ltd.
Barak
Cohen
VP Businesses Development and IR
barakc@kenon-holdings.com
Tel: +972-54-3301100
Zongda Huang
Associate Director, Business Development
& IR
huangz@kenon-holdings.com
Tel: +65 6351 1780
External Investor Relations
Ehud Helft / Kenny
Green
GK Investor Relations
kenon@gkir.com
Tel: 1 646 201 9246
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SOURCE Kenon Holdings Ltd.