51IR Hapoalim 21

TIDM51IR

RNS Number : 3798S

Hapoalim International NV

11 March 2019

RNS Notification

11 March 2019

Offering Circular dated 30 July 2015 in respect of the USD 2,500,000,000 Global Medium Term Programme (the "Programme") of Hapoalim International N.V. (the "Issuer"), as amended, restated or supplemented from time to time (the "Offering Circular")

RE: Notification in respect of certain events affecting Bank Hapoalim B.M., the guarantor of the Issuer's obligations under the Programme

Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Offering Circular.

The Issuer makes the following announcement in respect of Bank Hapoalim B.M., the guarantor of the Issuer's obligations under the Programme (the "Guarantor"):

The Guarantor has published the attached immediate report on the publication of Isracard Prospectus for Sale Offering:

LEI of the Guarantor: B6ARUI4946ST4S7WOU88

Class and sub-class of regulated information: Ongoing regulated information - Inside information

For further information please contact:

Gilad Bloch

Secretary of the Bank

Bank Hapoalim B.M.

   Direct Dial:            +972 (0)3 567 3800 
   Email:                   gilad.bloch@poalim.co.il 

The following is an unofficial translation of the Hebrew report and has been prepared for convenience only. In case of any discrepancy, the Hebrew version prevails.

"

Bank Hapoalim B.M.

Number with the Registrar: 520000118

   Securities Authority   Tel Aviv Stock Exchange Ltd. Tav 053 Transmitted via Magna: 10/03/2019 
   www.isa.gov.il           www.tase.co.il                       (Public)   Reference: 2019-01-020296 

Immediate Report on an Event or Matter Outside the Normal Business of the Corporation

Regulation 36 of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970

Results of an issue should be reported on Tav 20 and not on this form.

A report on the rating of bonds or the rating of a corporation

should be filed under Form Tav 125.

A Report on: A report the submission of which was delayed

Nature of the Event: Publication of Isracard Prospectus for Sale Offering

1. Further to the provisions of Section 2.6.1 of the Report of the Board of Directors and Board of Management of Bank Hapoalim B. M. ("the Bank") for the third quarter of 2018 (page 58) and previous reports pertaining to the preparation of the Bank for separation from the Isracard Ltd. Group ("Isracard") in order to comply with the provisions of the Law for Increasing Competition and Reducing Concentration in the Banking Market in Israel (Legislative Amendments), 2017 ("the Strum Law"), the Bank updates as follows:

1. On 7.3.2019 the Board of Directors of the Bank resolved to further the course of separating from Isracard by way of making a public offer of sale and listing the Isracard shares for trading on the Tel Aviv Stock Exchange Ltd. ("the Stock Exchange"), and approved the submission of a prospectus offering the Isracard shares for sale, being also a shelf prospectus of Isracard ("the Prospectus"), to the Securities Authority ("the Authority"). The permit of the Authority to publish the Prospectus was issued the same day.

On 10.3.2019 Isracard published the Prospectus (attached is a link to the Isracard Prospectus as published by Isracard available at https://www.magna.isa.gov.il/?proofid=2019-01-019722, Reference No. 2019-01-019722 and also at the below link).

The foregoing does not create any obligation on the part of the Bank to go through with the offer of sale. The amount of the offer of sale and the terms thereof (including the price) will be determined in the framework of a complementary announcement to be published. The execution of the offer of sale, including the date, the amount and the price, is at the discretion of the Bank.

2. In preparation for the separation and the transformation of Isracard into a public company, various preparatory steps were taken shortly before the approval of the Prospectus, including: The transfer of the entire holdings of the Bank in Poalim Express Ltd. ("Poalim Express") (a wholly owned subsidiary of the Bank that is exclusively the issuer and clearer in Israel of American Express credit cards) to Isracard (a subsidiary company held to the extent of 98.2%) as part of an internal, structural reorganization against its value in the books of the Bank; the operating agreements between the Bank and Isracard and Poalim Express were updated; the Board of Directors of Isracard declared a distribution of dividend totalling NIS 867 million (the Bank's share - NIS 851 million); a POSI type insurance policy was purchased jointly by the Bank and Isracard to cover for liability in connection with the Prospectus; and an outline was approved for payment of a separation bonus to the Isracard employees and its office holders which is conditional upon the completion of the offer of sale and its terms.

3. After the completion of the offer of sale under the Prospectus, the Bank will continue with its preparations to complete the separation of Isracard from the Bank as required pursuant to the Strum Law, there being a number of possible alternatives, among which are: The sale of shares which constitute a core of control of Isracard; a private sale with no core of control or an offer to the public of the Bank's shares in Isracard, to Israeli or foreign investors; the distribution of shares or the purchase of call options for shares by way of a dividend in kind, sale on the Stock Exchange (subject to the rules of blockage of the Stock Exchange as they may be from time to time), or a combination of some of the above alternatives. At this time, there is no certainty as to the manner and timing that the Bank may choose to complete the separation.

_____________

   2.   The date and time when the corporation first learned of the event or the matter: 
                  07/03/2019   at 15:35 hours. 

-- __________

A Report Which Was Delayed in Accordance with Regulation 36 (b):

   3.   If the report was delayed - the reason for the delay in its submission: 

___________

   4.   On _____________ at ______________ the impediment to making the report was removed. 
   5.   The company is an enveloping company as defined in the TASE Rules and Regulations 

Names of the signatories on behalf of the corporation and their job titles:

Ofer Koren, Chief Financial Officer

Niv Polani, Head of Business Development

Signed on 10.03.2019

The reference numbers of the previous documents on the subject (any citation made does not constitute inclusion by way of reference):

   2018-01-108468    2019-01-019722 

The securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Date on which the structure of the form was updated: 19/02/2019

Abbreviated Name: Poalim

Address: POB 27, Tel Aviv 6100001 Telephone: 03-567 3800. 03-567 3333, Fax: 03-567 4576

Electronic Mail: gilad.bloch@poalim.co.il Company Website: http://www.bankhapoalim.co.il

Previous names of reporting entity:

Name of Electronic Reporter: Bloch Gilad, His Job Title: Secretary of the Bank, Name of Employing Company:

Address: Yehuda Halevy 63, Tel-Aviv 6578109 Telephone: 03-567 3800 Fax: 03-567 4576,

Electronic Mail gilad.bloch@poalim.co.il

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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March 11, 2019 03:00 ET (07:00 GMT)