RNS Notification
18 February 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 inventory of capital, granting of rights to purchase shares and registers of the securities of the corporation and the changes therein:
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
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
בנק הפועלים בע"מ
Bank Hapoalim B.M.
Number with the Registrar: 520000118
Securities Authority Tel Aviv Stock Exchange Ltd. Tav 087 Transmitted via Magna 03/02/2019
www.isa.gov.il www.tase.co.il (Public) Reference: 2019-01-012024
Inventory of Capital, Granting of Rights to Purchase Shares and Registers of the Securities
of the Corporation and the Changes Therein
Regulation 31(e) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970
Regulation 31(a) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970
Regulation 31(b1) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970
Regulation 32 of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970
Nature of the change: Redemption of Subordinated Capital Notes B
Explanation: The nature of the change should be described in brief
Reference Numbers of previous reports on the subject: _________, __________, ____________.
1. Inventory of the securities of the corporation after the change:
Name and Category of Security |
Number of Security on the Stock Exchange |
Quantity in the Registered Capital |
Issued and Paid Up Capital Quantity in Present Last Report Quantity |
Quantity Registered in Name of Nominees Company |
BNHP Ordinary Shares |
662577 |
4,000,000,000 |
1,337,377,111 1,337,377,111 |
1,337,303,315 |
Poalim Subordinated Capital Notes (Series B) |
6620215 |
__________ |
459,400,000 0 |
0 |
Poalim Subordinated Capital Notes (Series C) |
6620280 |
__________ |
1,302,000,000 1,302,000,000 |
1,298,400,000 |
Poalim Subordinated Capital Notes (Series D) |
6620355 |
__________ |
300,000,000 300,000,000 |
0 |
Executives' RSU's |
6620405 |
__________ |
1,231,744 1,231,744 |
0 |
Explanation: All of the securities of the company should be specified, including securities not
listed for trading.
2. The corporation advises that: ◙ On the date 01/02/2019
○ From the date ________until the date _________
◙ A change has occurred in the quantity and in the register of the holders of the securities
(including rights to purchase shares) of the corporation as a result of:
A description of the nature of the change Redemption of Subordinated Capital Notes B
Explanation: A description should be given of all of the particulars of the
transaction or the operation due to which a change has occurred
in the securities of the corporation.
1. Name of the registered holder with respect to whom the change has occurred: The Nominees Company of Bank Hapoalim Ltd. Category of identification number: Number with the Registrar of Companies in Israel Identification number: 510356603 Nature of the change: Redemption _________ Date of the change: 01/02/2019 Executed through the Stock Exchange Clearing House: Yes Category and name of security in which a change has occurred: Subordinated Capital Notes B No. of security on the Stock Exchange: 6620215 Holder's balance of the security in the latest report: 459,400,000 Holder's balance of the security after the change: 0 Total quantity of the security in which there occurred a reduction / increase: 459,400,000 Does it concern the granting of rights to purchase shares No Amount of the consideration for the securities allotted: _____________ The number on the Stock Exchange of the share resulting from the realization of the security: _____ The quantity of the shares resulting from the realization / conversion in full of the security: _______ The additional amount obtained from the realization / conversion in full of the security into shares: ___________ The period during which the security may be realized: __________ Commencing from ____________ and until ______________ The securities allotted will be listed for trading: ________ The allotment of the said securities is further to ____________published on _________and the reference number of which is _____________ þ The security has been discharged in full and the countervalue has been received in full □ The security has been discharged in full, but the countervalue has not been received in full □ Issued for the purpose of an ATM plan □ Other ___________ |
Explanations:
1. To the extent that the change affects more than one security, the effect of the change should be detailed on a separate line for each security.
2. Date of the change - all of the changes of the same category, with respect to the same security, effected on the same day, should be summarized on one line. In that regard, a distinction should be made between changes made through the Stock Exchange Clearing House and changes made directly in the books of the company.
3. The change - for a decrease the sign "-" should be added.
4. In all fields of the quantity, the quantity of securities should be filled in and not the NIS nominal value.
○ A change has occurred only in the register of the holders of the securities of the
corporation (without any change in the quantity of the securities of the corporation) as a
result of -
A description of the nature of the change: ________
Explanation: A description should be given of all of the particulars of the
transaction or the operation due to which a change has occurred in the register.
1. Name of the registered holder with regard to whom the change has occurred: ____________ Category of identification number: ____________Identification number: _____________ Date of the change: __________Executed through the Stock Exchange Clearing House: _______ Category and name of securities in which a change has occurred: ________________ No. of the security on the Stock Exchange: ____________ Quantity of the change: ______________ Holder's balance of this security after the change: ____________ |
3. Main particulars of the register of shareholders as of the reporting date are as follows:
No. |
Name of
Registered Shareholder |
Category of Identification
Number |
Identification
Number |
Number of
Security
on the Stock
Exchange |
Class of Shares and Their Nominal Value |
Quantity of the Shares |
Does He Hold the Shares as a Trustee |
1 |
The Nominees Company of Bank Hapoalim Ltd. |
Number with the Registrar of Companies in Israel |
510356603 |
662577 |
O.S. |
1,337,303,315 |
No |
4. Attached hereto is a file of the register of the shareholders in accordance with the provisions of Sec. 130 of the Companies Law, 5759-1999 122019_isa.pdf
5. Attached hereto is an up-to-date file of the registers of the securities of the corporation, including a ledger of the option holders and a ledger of the debenture holders 01February2019_isa.pdf
Note to Clause 1 - Number of the shares included in the share capital after deducting the dormant shares which do not confer any rights 1,334,703,474.
The name of the signatories on behalf of the corporation:
Alex Shapiro His Job Title Head of the Securities Operations and Trading in Israel Department, Orit Langer Her Job Title Head of the Payments and Vault Section.
03/02/2019
The reference numbers of the previous documents on the subject (any citation made does not constitute inclusion by way of reference):
2018-01-114949 2019-01-066184
Securities of the corporation are listed for trading on the Tel-Aviv Stock Exchange
Date on which the structure of the form was updated: 31/12/2018
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