Phoenix: Conditional Early Redemption of the Company’s Bonds (Series 3) and Review of the Issue of New Series of Bonds

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– Convenient translation only

The immediate report in Hebrew which was released on December 9, 2021 is authoritative

report-

12 December 2021

The Phoenix Holdings Ltd. (” The society “)

Dear,

D: Conditional Full Early Redemption Notice of the Company’s Bonds

(Series 3) and review of issuance of new series of bonds

The Company hereby announces the decision of the Board of Directors of the Company dated December 9, 2021, regarding the conditional full early repayment of the Company Bonds (Series 3), initiated by the Company, for a total amount of 283 NIS 770,005 (reflecting a payment of NIS 1.04254 for each NIS 1 face value of the Company Bonds (Series 3)), to be executed on January 4e 2022 (“Prepayment amount“,”Early redemption day” and “Prepayment“, respectively), after and subject to the completion of the public offer (as the term is defined below) that the Company is examining, and all as detailed below:

1. Condition precedent to the execution of the early repayment:

  1. The Early Redemption is conditional and is conditional on the completion of a fundraising (prior to the Early Redemption Day) that the Company intends, by publishing a call for tenders report, according to which the public will be offered, in a uniform offer, new series of bonds, which will be listed on the Tel Aviv Ltd. stock exchange, under the shelf prospectus1 (“TASE“,”The New Bonds“,”The prerequisite” and “The Public Offer“, respectively).
  2. The draft deed of trust for the New Bonds as well as the summary of the terms of the issue were attached to the immediate Hebrew report (“The first draft“).2 It must be specified that the First Draft is only a project, and that it can change, even substantially, and the binding wording of the trust deed for the New Bonds will be the wording to be attached to the provisional offer report. (to the extent that it is published). It will also be specified that the deed of trust for the New Bonds (insofar as it is signed) will only come into force with and subject to the issue of the New Bonds (insofar as they are issued).
  1. The Company’s shelf prospectus published on August 15, 2019, dated August 16, 2019 (Reference number: 2019-01-070590) (This information is included for reference), which was extended until August 15, 2022, under license from the Securities Authority (See the company’s immediate report released on 8 August 2021 (Reference No: 2021 -01-062545) (This information is included for reference) (“Shelf flyer“).
  2. If you would like to receive an English version of the full and final draft deed of trust which will be published by the Company in the near future, please contact: IR@fnx.co.il.

– Convenient translation only

The immediate report in Hebrew which was released on December 9, 2021 is authoritative

report-

It is specified that at the date of this Immediate Report, the date of the Public Offer, the scope and the terms of the New Bonds which will be offered to the public (if and to the extent that they are offered), have not been not yet been fully determined, and what is indicated in this Immediate Report does not impose any obligation on the part of the Company to act to offer such New Bonds. It should also be specified that the publication of the pending offer report is subject to all the approvals required by law, including the approval of the Board of the Company (including in relation to the terms and structure of the Public Offer and including in connection with the publication of the Public Offer pending offer report), the approval of the TASE for the listing of the New Bonds for negotiations and the approval of a rating of the New Bonds, and the publication of a pending offer report. Therefore, there is no certainty that the public offering will be completed.

Nothing in this immediate report constitutes a public offer or an invitation to purchase securities of the Company and such an offer, to the extent that it is made, will be specified in the context of a provisional offer report to be published by the Company, insofar as it is published.

2. Prepayment details

  1. In accordance with the provisions of section 6.2 of the Company’s Bonds (Series 3), which was attached to the Company’s pending offer report, published on January 22, 2018 (Reference number: 2018-01-007317) (This information is included for reference) (“Deed of Trust for the Bonds (Series 3)“), the Company may proceed with the early redemption (total or partial) of the Company Bonds (Series 3).
    The amount of the Early Redemption is determined in accordance with alternative n ° 3 of section 6.2.9 of the Deed of Trust for the Bonds (Series 3), which is the higher alternative among the alternatives of said section, that is – the market value of the Bond balance (series 3) which was determined on the basis of the average closing price of the bonds during the 30 trading days preceding the Board’s decision to proceed with the early redemption.
  2. Below are the details of the prepayment amount:

The balance of the bond fund (series 3) of the Company in

272,191,000 shekels

turnover, which is due for early repayment

nominal value

Interest rate for the period from the date of payment of the

0.95%

earlier interest (July 31, 2021) until the date of Early

Redemption

The amount of interest payable on the Prepayment

2,599,163 shekels

Day

Additional payment for prepayment

8,979,842 shekels

Early Redemption Amount3

283,770,005 shekels

3 At the date of this Immediate Report, interest and additional interest for the Early Redemption are calculated on the unpaid balance of the Company’s Bonds (Series 3), reflecting a rate of 4.2540%.

– Convenient translation only

The immediate report in Hebrew which was released on December 9, 2021 is authoritative

report-

  1. The withholding tax will be legally deducted from the Early Redemption Amount by TASE members
  2. Payment of the Early Redemption will be made to holders of Company Bonds (Series 3), who will be entered in the Company’s Bonds Register on the Early Redemption Day against delivery of the Company Bonds (Series 3) certificate.
  3. Upon early redemption, all of the Company’s commitments to holders of Company Bonds (Series 3) will end, the Company Bonds (Series 3) will be delisted from TASE, and holders of Company Bonds (Series 3) will be delisted from TASE. ‘Obligations of the Company (Series 3) will not be entitled to any payment from the Company.

It is specified that insofar as the condition precedent is not fulfilled, the full conditional Early Redemption of the Company’s Bonds (Series 3) will not be made in accordance with this notice.

Respectfully,

Phoenix Holdings Ltd.

c / o Attorney Menachem Neeman, Chief Legal Counsel and Company Secretary and Eli Schwartz, Financial director

Warning

Phoenix Holdings Ltd. published this content on 12 December 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on December 12, 2021 01:55:01 PM UTC.

Public now 2021

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Sales 2021

Net income 2021 1,654 million
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Net debt 2021

PER 2021 ratio 6.16x
Yield 2021 6.26%
Capitalization 10,043 million
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Capi. / Sales 2021
Capi. / Sales 2022
Number of employees 355
Free float 55.8%

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