51IR Hapoalim 21

TIDM51IR

RNS Number : 1754V

Hapoalim International NV

04 April 2019

RNS Notification

4 April 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 Isracard - results of institutional tender:

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: 04/04/2019 
   www.isa.gov.il           www.tase.co.il                       (Public)   Reference: 2019-01-032884 

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: Isracard - Results of Institutional Tender

1. Further to the provisions of Section 2.6.1 of the Annual Report of Bank Hapoalim B.M. ("the Bank") for the year 2018 (on page 64) with regard to the Bank's preparation for the separation from Isracard Ltd. ("Isracard") as required pursuant to the Law for Increasing Competition and Reducing Concentration in the Banking Market in Israel (Legislative Amendments), 5777-2017 and with regard to the publication of the Isracard prospectus ("the Prospectus"), the Bank respectfully advises as follows:

On 3.4.2019 a tender took place for the receipt of preliminary commitments from classified investors ("the Institutional Tender") in connection with a possible offer of Isracard shares held by the Bank to the public. In the framework of the Tender, applications were submitted for the acquisition of 195,956,100 Isracard shares, which constitute approximately 99.8% of the Bank's Isracard holding, of which the Board of Directors of the Bank decided to accept preliminary commitments for the acquisition of 116,500,000 shares, which constitute approximately 58.25% of the issued and paid up share capital of Isracard, at a price of NIS 13.5 per share. In the framework of an offer to the public it is expected that approximately 63.25% of the issued and paid up share capital of Isracard will be offered (i.e. approximately 5% more than under the Institutional Tender, the minimum quantity required by law).

The price determined under the Institutional Tender as aforesaid will be the lowest price in the offer to the public. It is clarified that the final price will be determined in the framework of the tender to the public, but will not be less than the price determined under the Institutional Tender.

The foregoing is by no means a public offer. An offer of sale to the public will be made in accordance with the Prospectus and by way of a uniform offer in the framework of a supplementary announcement that Isracard and the Bank intend to make subject to and after receiving the approval of the Tel Aviv Stock Exchange Ltd. for listing the Isracard shares for trade.

2. The date and time when the corporation first learned of the event or the matter:

                   03/04/2019   at 22:30 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:

Ofer Koren, Chief Financial Officer

Niv Polani, Head of Business Development

The reference numbers of the previous documents on the subject (any citation made does not

constitute inclusion by way of reference):

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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April 04, 2019 07:29 ET (11:29 GMT)