51IR Hapoalim 21

TIDM51IR

RNS Number : 7517V

Hapoalim International NV

10 April 2019

RNS Notification

10 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 offer of sale to the public:

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: 09/04/2019 
   www.isa.gov.il           www.tase.co.il                       (Public)   Reference: 2019-01-034990 

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 Offer of Sale to the Public

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 ("the Law for Increasing Competition") and the immediate report of the Bank of 4.4.2019 with regard to the results of the institutional tender for the offer of sale of Isracard shares, the Bank respectfully advises as follows:

In the framework of the public tender which took place on 8.4.2019 public orders were received for the purchase of 20,325,300 Isracard shares (approximately 10.16% of the capital of Isracard) and orders for the purchase of 116,500,000 shares (approximately 58.25% of the capital of Isracard) pursuant to preliminary commitments of classified investors.

In all, the Bank will sell in the framework of the offer of sale 130,400,000 Isracard shares, which constitute approximately 65.2% of the issued and paid up share capital (of which approximately 1.93% are in the framework of exercising the possibility available to the Bank of an additional allotment in excess of the quantity offered in the tender to the public), at the price of NIS 13.5 per share for an overall (gross) consideration of approximately NIS 1.76 billion, reflecting a company value of NIS 2.7 billion.

According to the accounting principles applicable to the Bank in the case of a reduction to less than 50% of the holding in a subsidiary company, the Bank is expected, on account of the offer of sale, to record a net profit (after tax and expenses involved in the offer of sale) of approximately NIS 265 million. The foregoing based on the difference between the aforesaid consideration in addition to the fair value of the balance of the holding (that is actually the value of the entire holdings of the Bank in Isracard, which is derived from the price of the offer of sale - approximately NIS 2.65 billion (the extent of the Bank's holding in Isracard (98.2%) multiplied by NIS 2.7 billion), after deducting expenses involved in the offer of sale) and the balance of the investment in Isracard in the books of the Bank as at 31.12.2018 in addition to the cost of a separation bonus to the employees of Isracard and after deduction of the dividend distributed by Isracard (the balance of the investment adjusted as aforesaid - approximately NIS 2.2 billion), after deducting applicable tax. Part of the aforesaid profit will be recognized in the financial statements of the Bank for the first quarter of the year 2019 (in accordance with the results of Isracard) and the balance will be recognized in the financial statements of the Bank for the second quarter of the year 2019. See Note 1. E. 2. b. to the Financial Statements of the Bank for the year 2018 (on page 158) for the accounting treatment. Immediately following the offer of sale the Bank will hold approximately 33% of the shares of Isracard and this investment will be treated using the equity method so long as the Bank has a significant influence in Isracard.

It is the intention of the Bank to apply to the Bank of Israel requesting the amendment of the control permit held by the Bank over Isracard (and over additional clearers in the Isracard group), so that the core of control which it is incumbent on the Bank to hold will not be less than 30% (instead of 50% under the existing permit), the foregoing being further to prior coordination with the Bank of Israel according to which the Bank of Israel will neither initiate nor recommend the adoption of enforcement measures against the Bank on account of holding shares in Isracard without a proper permit, subject to receiving a request for the amendment of the controlling permit or to receiving a request for a holding permit as required, within seven days from the time of sale. According to the provisions of the Law for Increasing Competition, the Bank may retain the balance of its holdings in Isracard until 31.1.2021.

The Bank is preparing to complete the separation from the Isracard group as required by law based on several possible alternatives, including a sale of shares constituting a core of control of Isracard, a private sale without a core of control or a public offering of the shares of Isracard, to foreign or Israeli investors, a distribution of the shares of Isracard or options for share purchase in the form of a dividend in kind, sale on the stock exchange (subject to the blockage rules of the stock exchange), or a combination of any of the alternatives. There is no certainty with regard to the manner and timing which the Bank may choose to complete the separation.

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

                  08/04/2019   at 23:26 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 and their job titles:

Ofer Koren, Chief Financial Officer

Ofer Levy, Chief Accountant

Signed on 08.04.2019

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

constitute inclusion by way of reference):

2019-01-032884

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 10, 2019 04:41 ET (08:41 GMT)