TIDM51IR
RNS Number : 9616A
Hapoalim International NV
03 June 2019
RNS Notification
03 June 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 a
private offering of securities:
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.
Head Office
63 Yehuda Halevy St., Bank Hapoalim Building, Tel Aviv 65781
Telephone: +972-3-5673800; Fax: +972-3-5674576
Date: May 29, 2019
To: To:
The Securities Authority The Tel Aviv Stock Exchange Ltd.
22 Kanfei Nesharim Street 2 Ahuzat Bait St
Jerusalem Tel Aviv
Ladies and Gentlemen,
Re: Immediate Report Pursuant to the Securities Regulations
(Private Offering of Securities in a Listed Company), 2000
Further to the outline published by Bank Hapoalim Ltd. (the
"Bank") on May 1, 2018 (Reference Number 2018-01-034557; (the
"Outline")) pursuant to the Securities Regulations (Details of
Outlines for Offering Securities to Employees), 2000, and the
Securities Regulations (Private Offering of Securities in a Listed
Company), 2000 (the "Private Offering Regulations"), in which the
Bank reported, inter alia, on future grants based on the Outline of
up to 2,000,000 restricted shares that may be granted during the
Outline period to future offerees, namely the chair of the Board of
Directors, the CEO, members of management, and senior executives in
the Bank and the Bank's subsidiaries (or managers who have retired)
and up to 2,000,000 restricted share units (RSU) to the Bank's
managers and employees (jointly, the "Future Grants"), the Bank
hereby respectfully reports the actual grants that were approved by
the Bank's Board of Directors in the framework of the Future
Grants,([1]) as follows:
1. Quantity offer and types of offered securities - On May 28,
2019, the Bank's Board of Directors (the "Board of Directors" or
the "Bank's Board of Directors") approved an issuance of up to
572,478 restricted shares for three years and 26,106 restricted
share units that, upon certain conditions being fulfilled, shall
self-execute automatically for up to 26,106 ordinary shares in the
Bank with a par value of NIS 1.00 each (the "Exercise Shares"),
subject to adjustments, out of shares held by the Bank as dormant
shares, without payment of any cash exercise price. Said grants
constitute implementation of the Bank's existing compensation
plans.
2. The Offerees - As noted above, the issuance described in
Section 1 of this report is from the quantity denominated in the
Outline that was intended for Future Grants to future offerees, as
these terms are defined in the Outline. The issuance will be to the
offerees (the "Offerees") as follows:
2.1 20,552 shares that are restricted from sale or transfer for
the duration of 36 months as of the end of 2018 (the year for which
they were granted) ("Restricted Shares") that will be allocated to
the chair of the Bank's Board of Directors;
2.2 7,457([2]) Restricted Shares that will be allocated to the Bank's CEO;
2.3 489,202 Restricted Shares that will be issued to 12 members
of management and to 98 senior executives (including 4 officers) -
all employees of the Bank or subsidiaries of the Bank;
2.4 55,267 Restricted Shares that will be issued to managers who
retired from the Bank([3]) (and who were employees of the Bank who
served as officers and managers of the Bank in 2018, the year in
which the entitlement to the Restricted Shares came into being, the
"Retired Managers"); and
2.5 26,106 restricted share units ("RSU") that will be issued to
4 additional central employees([4]) of the Bank.
3. The Offerees are not an "interested party;" offer type - The
Offerees are not an "interested party" as this term is defined in
the Private Offering Regulations. The chairperson of the Bank and
the CEO are "stakeholders" in the Bank based on their positions.
The offer to the CEO and to the chairperson constitute a material
private offering, while the offer to the other Offerees constitutes
a private offering that is not material.
4. The grant as implementation of employment agreements - The
Restricted Shares and the RSU are offered to the Offerees for no
cash consideration with respect to the employment of the Offerees
at the Bank (or the Bank's subsidiaries) in 2018 and constitutes
the implementation of employment agreements that were duly executed
and approved and pursuant to the Bank's compensation plans that
applied on the date of approval of these grants, as well as the
Bank's policy regarding the compensation of its officers, senior
executives, central employees, and non-central employees, as well
as regarding the remaining employees in the group.
5. Percentage of the Bank's share capital([5]) - The Restricted
Shares and the shares that will arise from the exercising of the
offered RSU (assuming all RSU offered under this immediate report
are exercised for exercise shares) shall constitute approximately
0.04% of the Bank's issued and paid up equity and the voting rights
therein on the date of the issuance (after the issuance), and
approximately 0.04% of the Bank's issued and paid up equity and the
voting rights therein on the date of the issuance assuming full
dilution (full dilution means, assuming all securities convertible
for shares of the Bank are exercised for shares, without taking
into account the subordinated notes issued by the Bank and/or the
capital notes issued by the Bank).([6])
6. The economic value of the RSU - The theoretical economic
value of each RSU according to the Black Scholes model is equal to
the closing price of a share in the Bank on the Stock Exchange at
the end of the trading day on which the RSU were issued.
[A] The calculation was made based on the RSU's terms:
- The exercise price is NIS 0.
- The RSU include a compensation mechanism for the distribution
of a dividend as set forth in Section 2.6.4 of the Outline.
[B] Calculation of the economic value does not take into account
the fact that the RSU shall not be listed for trade on the Stock
Exchange and does not take into account the RSU's vesting period as
set forth in the Outline or the tax that may apply when selling the
Exercise Shares.
Accordingly, the theoretical economic value of each individual
RSU being offered to the Offerees is NIS 26.92 according to the
closing price of the Bank share on the date the Board of Directors
approves of the granting of the RSU (May 28, 2019).
7. Details of the securities - The remaining terms of the
Restricted Shares and the RSU are set forth in the Outline and are
included in this immediate report by way of reference as set forth
below: Section 1.1.6 (Price of the Restricted Shares and the RSU),
Section 1.1.7 (Restriction Period of the Restricted Shares and Date
of Execution of Vesting Conditions of RSU and their Expiry),
Chapter 2 (Additional Securities Terms, including Adjustment of
Rights and Provisions for Protection of the Offerees, Rules
Regarding Severance, Restrictions on Transferability, and
Applicable Tax).
8. Absence of agreements. To the best of the Bank's knowledge,
the Offerees are not a party to agreements, whether written or
oral, with Bank shareholders, or between themselves, or between
themselves and others, regarding the purchase or sale of securities
in the Bank or regarding the voting rights therein.
9. Restrictions. The securities offered under this report,
including the Exercise Shares that shall arise from the RSU, shall
be subject to restrictions according to the Outline as well as
restrictions as determined by the Board of Directors from time to
time, including restrictions intended to prevent a concern of use
of insider information.
10. Additional details regarding a material private offering to
the chair of the Board of Directors of the Bank and the CEO of the
Bank and details according to the Sixth Supplement to the Private
Offering Regulations
10.1 The Bank's issued equity, the quantity and percentage of
the holdings of the chair of the Board of Directors and the CEO,
prior to the issuance and after it, as well as that of other
stakeholders of the Bank.
For details about the Bank's issued equity, the quantity and
percentage of the holdings of the chair of the Board of Directors
and the CEO, prior to the issuance and after it, as well as that of
other stakeholders of the Bank, see Section 10.6 below.
10.2 The consideration and how the consideration was determined
The Restricted Shares are being offered to the chair of the
Board of Directors and to the CEO as part of the terms of their
service and employment, for no cash consideration (but in
consideration of their service in the Bank), and the offer
constitutes implementation of their duly approved employment
agreements.
10.3 Material shareholders or officers in the company who have,
to the best of the Bank's knowledge, a personal interest in the
transaction, and the substance of each of their personal
interests
To the best of the Bank's knowledge, neither the Bank's material
shareholders nor its officers have a personal interest in the
offering of the Restricted Shares to the chair of the Board of
Directors and to the CEO of the Bank. The chair of the Board of
Directors and the CEO of the Bank have a personal interest in the
offering of the Restricted Shares under this report based on their
being the Offerees for those same Restricted Shares. To complete
the picture, it is noted that additional officers who are not
directors are Offerees of the Restricted Shares under the Outline
and this report.
10.4 The approvals required or the conditions established for
the issuance of the Restricted Shares to the chair of the Board of
Directors and to the CEO
10.4.1 Approval of the Bank's Board of Directors for the
issuance of the Restricted Shares to the chair of the Board of
Directors and to the CEO, as described in this report, was received
on May 28, 2019. It is noted that the issuance of the Restricted
Shares to the chair of the Board of Directors and to the CEO, as
stated in this report, is part of the terms of their service and
employment that were approved by the general meeting on April 4,
2017, regarding the chair of the Board of Directors, and on
December 19, 2016, regarding the CEO, as set forth in the CEO
Compensation Report and the Chair of the Board of Directors
Compensation Report (as defined in Section 11 below).
10.4.2 Regarding approval by the Tax Authority, see Section 1.3
of the Outline.
10.5 Date of the issuance of the Restricted Shares to the chair
of the Board of Directors and the CEO of the Bank
The Restricted Shares shall be issued immediately after this
report. (No additional approvals are required for the
issuance.)
10.6 Details about the Bank's issued equity, the quantity and
percentage of the holdings of the chair of the Board of Directors
and the CEO of the Bank, prior to the issuance and after it, as
well as that of the other stakeholders of the Bank
10.6.1 The Bank's issued equity is 1,337,377,111 shares with a
par value of NIS 1 per share (This includes the dormant shares held
by the Bank).
10.6.2 The closing price per share in the Bank on the Tel Aviv
Stock Exchange Ltd. (the "Stock Exchange") on May 28, 2019, the
date prior to the publication of this report, was NIS 26.92.
10.6.3 Below are details about the holdings of the chair of the
Board of Directors and the CEO of the Bank of shares of the Bank on
the date of the report, after the issuance under this report, and
fully diluted (The data regarding the equity and voting rights are
after neutralizing the dormant shares held by the Bank
itself.):
Quantity Quantity Quantity and Percentage of Quantity and Percentage of Quantity and Percentage of
of of RSU Holding of Equity and Voting Holding of Equity and Voting Holding of Equity and Voting
Restricted Offered Rights Prior to the Issuance Rights after the Issuance of Rights Fully Diluted[8]
Shares in the of the the Restricted
Offered in Outline Restricted Shares and the RSU Shares and the Vesting of the
the RSU Offered in the Outline[7]
Outline
---------- -------- ------------------------------ ------------------------------ ------------------------------
Number of % Equity/Voting Number of % Equity/Voting Number of % Equity/Voting
Shares Rights Shares Rights Shares Rights
================ ========== ======== ============= =============== ============= =============== ============= ===============
Chair of the Board
--------------------------------------------------------------------------------------------------------------------------------------
Mr. Oded Eran 20,552 0.00 20,384 0.00 40,936 0.00 40,936 0.00
---------------- ---------- -------- ------------- --------------- ------------- --------------- ------------- ---------------
CEO
--------------------------------------------------------------------------------------------------------------------------------------
Mr. Ari Pinto 7,457 0.00 133,484 0.01 140,941 0.01 140,941 0.01
---------------- ---------- -------- ------------- --------------- ------------- --------------- ------------- ---------------
Additional Holders
--------------------------------------------------------------------------------------------------------------------------------------
Arison Holdings
(**) (1998)
Ltd. 210,543,761 15.78 210,543,761 15.78 210,543,761 15.78
---------------- ---------- -------- ------------- --------------- ------------- --------------- ------------- ---------------
Moshe Koren
(member of the
Board) 13,000 0.00 13,000 0.00 13,000 0.00
---------------- ---------- -------- ------------- --------------- ------------- --------------- ------------- ---------------
Public (***) 1,123,910,220 84.21 1,123,882,211 84.21 1,123,882,211 84.21
---------------- ---------- -------- ------------- --------------- ------------- --------------- ------------- ---------------
Total 28,009 0.00 1,334,620,849 100% 1,334,620,849 100% 1,334,620,849 100%
================ ========== ======== ============= =============== ============= =============== ============= ===============
(*) The CEO also holds 4,787 RSU from prior issuances.
(**) Arison Holding's percentage of holdings of voting rights was calculated in relation to
the total shares held by it and not reduced according to the provision in the holding permit
received by Ms. Arison from the Bank of Israel, according to which as of the date the permit
takes effect, Arison will not vote utilizing voting rights exceeding 5% of the means of control
in the Bank. Accordingly, the voting rights holding percentages of the other holders were
also not increased.
For details about Arison Holdings (1998) Ltd., see the Bank's immediate report on the status
of holdings by stakeholders and senior officers dated April 7, 2019 (Reference Number 2019-01-033580)
included in this report by way of reference (the "Holdings Status").
(***) Public, including officers, managers, and Bank employees other than the CEO of the Bank
and parties with an interest in the company.
11. Additional details pursuant to the Sixth Supplement of the
Report Regulations
11.1 Chair of the Board
11.1.1 Details about the terms of service and employment of the
chair of the Board of Directors: For details, see Section 2 of the
immediate report regarding the convening of a general meeting to
approve the terms of the service and employment of the chair of the
Board of Directors, dated February 27, 2017, Reference No.
2017-01-017302 (the "Chair of the Board Compensation Report"), as
well as Chapter 6 (Corporate Governance), Subchapter 6.5
(Compensation to Interested Parties and Senior Officers) on page
280 of the Bank's periodic report for 2018.
11.1.2 The Board of Directors' rationale: The Board of Directors
indicated, in its rationale for the grant to the chair of the Board
of Directors as described in this report, that the granting of the
Restricted Shares constitutes implementation of the employment
agreements that were duly executed and approved and are according
to the Bank's compensation plan and its compensation policy. With
regard to this, see the rationale for approval of the equity
compensation stipulated for the chair of the Board of Directors
that appears in Section 4 of the Chair of the Board Compensation
Report.
CEO
11.1.3 Details about the terms of service and employment of the
CEO: For details, see Section 3 of the immediate report regarding
the convening of a general meeting to approve the terms of the
service and employment of the CEO, dated November 8, 2016,
Reference No. 2016-01-074259 (the "CEO Compensation Report",) as
well as Chapter 6 (Corporate Governance), Subchapter 6.5
(Compensation to Interested Parties and Senior Officers) on page
280 of the Bank's periodic report for 2018.
11.1.4 The Board of Directors' rationale - The Board of
Directors indicated, in its rationale for the grant to the CEO as
described in this report, that the granting of the Restricted
Shares constitutes implementation of the employment agreements that
were duly executed and approved and are according to the Bank's
compensation plan and its compensation policy. With regard to this,
see the rationale for approval of the equity compensation for the
CEO that appears in Section 5 of the CEO Compensation Report.
Respectfully,
Bank Hapoalim Ltd.
Ofer Levy Erez Yosef
Senior Deputy Managing Director Senior Deputy Managing Director
Chief Accountant Head of Strategy, Resources
and Operations - COO
[1] It is clarified that the grants described in this report
with respect to 2018 and additional grants based on the Outline may
be made in the future during the Outline's effective term.
[2] This amount includes 3,384 Restricted Shares granted to the
CEO pursuant to his employment agreement, as detailed in Section
3.11 ("CEO's Compensation Update") of the immediate report
regarding the convening of a general meeting to approve the terms
of the CEO's service and employment, dated November 8, 2016,
Reference No. 2016-01-074259. The updating of the CEO's
compensation by means of granting him these Restricted Shares
constitutes implementation of the CEO's employment agreement and is
pursuant to the provisions of Section 2(b) of the Financial
Corporation Officers Compensation Law (Special Approval and
Non-Deductibility for Tax Purposes Due to Exceptional
Compensation), 2016, and based on the Bank's data for 2018.
[3] The allocation to these managers is subject to deduction of
tax at source that applies by law to the granting of the Restricted
Shares at the time they are granted. The quantity denominated
(55,267) is without deduction of tax at source. In practice, a
lower quantity will be issued reflecting the net benefit after
deduction of tax at source.
[4] A "central employee" in this report - as the term is defined
in Directive A301 of the Proper Banking Conduct Directives issued
by the Supervisor of Banks.
[5] The data relating to the Bank's issued equity are less
dormant shares, as defined in Section 308 of the Companies Law,
1999.
[6] And approximately 0.32% and approximately 0.32% fully
diluted, together with the remaining Future Issuances (assuming the
entire quantity of Future Grants described in the Outline is
issued). The vote holding percentages address all of the Bank's
issued equity and were not reduced because of the provision in the
holding permit received by Ms. Arison from the Bank of Israel,
according to which she will not vote based on voting rights
exceeding 5% of the means of control in the Bank (see, the Bank's
immediate report dated September 4, 2018 (Reference No.
2018-01-082039)).
[7] Assuming the exercise of all RSU granted under this report.
[8] Assuming all of the securities convertible for shares of the
Bank are exercised, including those offered under this Outline, and
that there are no more dormant shares (meaning, together with the
dormant shares).
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.
END
MSCEAFKDEDLNEFF
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