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Equity (Tables)
12 Months Ended
Dec. 31, 2017
Notes to Consolidated Financial Statements [Abstract]  
Composition of equity

A. Composition:

 

 

As at December 31, 2017

As at December 31, 2016

 

Authorized

Issued and paid

Authorized

Issued and paid

 

Number of Ordinary shares of Israeli Shekel 1 par value (in millions)

1,485

1,303

1,485

1,301

 

 

 

 

 

Number of  Special State share of Israeli Shekel 1 par value

1

1

1

1

 

 

Reconciliation of the number of shares outstanding

The reconciliation of the number of shares outstanding at the beginning and at the end of the year is as follows:

 

Number of Outstanding Shares (in millions)

 

As at January 1, 2016

1,300

Issuance of  shares

1

As at December 31, 2016

1,301

Issuance of  shares

2

As at December 31, 2017

1,303

 

Share-based payments to employees, non-marketable options

C. Share-based payments to employees

 

  1. Non-marketable options

Grant date

Employees entitled

Number of instruments (thousands)

Issuance's details

Instrument terms

Vesting conditions

Expiration date

 

August 6, 2014, for ICL's CEODecember 11, 2014

Officers and senior employees

3,993

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan, to 450 ICL officers and senior employees in Israel and overseas.

Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company.In case of on the exercise date the closing price of an ordinary share is higher than twice the exercise price (the “Share Value Cap”), the number of the exercised shares will be reduced so that the product of the exercised shares actually issued to an offeree multiplied by the share closing price will equal to the product of the number of exercised options multiplied by the Share Value Cap.

3 equal tranches:

(1) One third on December 1, 2016

(2) One third on December 1, 2017

(3) One third on December 1, 2018

 

Two years from the vesting date.

Former CEO

367

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan.

May 12, 2015, for ICL's CEO & Chairman of the BOD June 29, 2015

Officers and senior employees

6,729

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan, to 550 ICL officers and senior employees in Israel and overseas.

Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company.

3 equal tranches:

(1) one third at the end of 12 months after the grant date

(2) one third at the end of 24 months after the grant date

(3) one third at the end of 36 months after the grant date

The first and second tranches is at the end of 36 months after the grant date  in the third tranche is at the end of 48 months after the grant date.

Former CEO

530

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan.

Former Chairman of BOD

404

June 30, 2016, for ICL's CEO & Chairman of the BODSeptember 5, 2016

Officers and senior employees

3,035

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan, to 90 ICL officers and senior employees in Israel and overseas.

June 30, 2023

Former CEO

625

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan.

Chairman of BOD

186

February 14, 2017

Acting CEO

114

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan .

February 14, 2024

June 20, 2017, for  ICL's Chairman of the BOD – August 2, 2017

Officers and senior employees

6,868

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan  to 498 ICL officers and senior employees in Israel and overseas.

June 20, 2024

Chairman of BOD

165

An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan .

 

Share-based payments to employees, non-marketable options, grants parameters

The fair value of the options granted in 2014, as part of 2014 equity compensation plan, was estimated using the binomial model for pricing options. The grants in 2015 and 2016 and 2017 under the 2014 Equity Compensation Plan were estimated using the Black & Scholes model for pricing options. The parameters used in applying the models are as follows:

 

2014 Plan

 

Granted 2014

Granted 2015

Granted 2016

Granted 2017

 

Share price (in $)

8.2

7.0

3.9

4.5

CPI-linked exercise price (in $)

8.4

7.2

4.3

4.3

Expected volatility:

 

 

 

 

First tranche

29.40%

25.40%

30.51%

31.88%

Second tranche

31.20%

25.40%

30.51%

31.88%

Third tranche

40.80%

28.80%

30.51%

31.88%

Expected life of options (in years):

 

 

 

 

First tranche

4.3

3.0

7.0

7.0

Second tranche

5.3

3.0

7.0

7.0

Third tranche

6.3

4.0

7.0

7.0

Risk-free interest rate:

 

 

 

 

First tranche

(0.17)%

(1.00)%

0.01%

0.37%

Second tranche

0.05%

(1.00)%

0.01%

0.37%

Third tranche

0.24%

(0.88)%

0.01%

0.37%

Fair value (in $ millions)

8.4

9.0

4.0

11.3

Weighted average grant date fair value per option (in $)

1.9

1.2

1.1

1.58

 

Share-based payments to employees, non-marketable options, movement in the options
Share-based payments to employees, non-marketable options, exercise price

The exercise prices for options outstanding at the beginning and end of each period are as follows:

 

December 31, 2017

December 31, 2016

December 31, 2015

 

Granted 2014 US Dollar

7.43

6.81

6.90

Granted 2015 US Dollar

7.59

6.95

6.98

Granted 2016 US Dollar

4.68

4.35

-

Granted 2017 US Dollar

4.35

-

-

 

 

Share-based payments to employees, non-marketable options, number of options vested

The number of outstanding vested options at the end of each period and the weighted average exercise price for these options are as follows (*):

 

December 31, 2017

December 31, 2016

December 31, 2015

 

Number of options exercisable (In Millions)

12

10

11

Weighted average exercise price in Israeli Shekel

22.56

30.49

40.74

Weighted average exercise price in US Dollar

6.51

7.93

10.44

(*) The share price as of December 31, 2017 is NIS 13.95 and $4.02

Share-based payments to employees, non-marketable options, range of exercise prices

The range of exercise prices for the options outstanding at the end of each period are as follows:

 

December 31, 2017

December 31, 2016

December 31, 2015

 

Range of exercise price in Israeli Shekel

15.01-26.30

16.59-40.78

26.92-40.74

Range of exercise price in US Dollar

4.33-7.59

4.31-10.61

6.90-10.44

 

 

Share-based payments to employees, non-marketable options, average remaining contractual life

The average remaining contractual life for the outstanding vested options at the end of each period are as follows:

 

December 31, 2017

December 31, 2016

December 31, 2015

 

Average remaining contractual life for the outstanding vested options at the end of each period

2.60

2.40

1.91

 

Share-based payments to employees, restricted shares
  1. Restricted shares

 

Grant date

Employees entitled

Number of instruments (thousands)

Vesting conditions (*)

Instrument terms

Additional Information

Fair value at the grant date (Million)

 

August 6, 2014, for ICL's CEODecember 11, 2014

Officers and senior employees

922

3 equal tranches:

(1) One third on December 1, 2016

(2) One third on December 1, 2017

(3) One third on December 1, 2018

 

An issuance  for no consideration, under the 2014 Equity Compensation Plan, to 450 ICL officers and senior employees in Israel and overseas.

The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where requierd).

8.4

Former CEO

86

An issuance for no consideration, under the 2014 Equity Compensation Plan.

February 26, 2015

ICL’s Directors (excluding ICL's CEO)

99

3 tranches:

(1) 50% will vest August 28, 2015

(2) 25% will vest February 26, 2017

(3) 25% will vest February 26, 2018

An issuance for no consideration, under the 2014 Equity Compensation Plan, to 11 ICL Directors.

0.7

May 12, 2015, for ICL's CEO & Chairman of the BOD June 29, 2015

Officers and senior employees

1,194

3 equal tranches:

(1) one third at the end of 12 months after the grant date

(2) one third at the end of 24 months after the grant date

(3) one third at the end of 36 months after the grant date

An issuance  for no consideration, under the 2014 Equity Compensation Plan, to 550 ICL officers and senior employees in Israel and overseas.

9.7

Former CEO

90

An issuance for no consideration, under the 2014 Equity Compensation Plan.

Former Chairman of the BOD

68

December 23, 2015

ICL’s Directors  (excluding ICL's CEO & Chairman of the BOD)

121

3 equal tranches:

(1) One third on December 23, 2016

(2) One third on December 23, 2017

(3) One third on December 23, 2018

 

An issuance for no consideration, under the 2014 Equity Compensation Plan, to 8 ICL Directors.

0.5

 

(*) The vesting date is subject to the employee entitled continuing to be employed by the Company and the directors continuing to serve in their positions on the vesting date, unless they ceased to hold office due to certain circumstances set forth in sections 231-232a and 233(2) of the Israeli Companies Law.


Note 22 – Equity (cont'd)

 

C. Share-based payments to employees (cont'd)

 

  1. Restricted shares (cont’d)

 

 

Grant date

Employees entitled

Number of instruments (thousands)

Vesting conditions (*)

Instrument terms

Additional Information

Fair value at the grant date (Million)

 

June 30, 2016, for ICL's CEO & Chairman of the BODSeptember 5, 2016

Officers and senior employees

990

3 equal tranches:

(1) one third at the end of 12 months after the grant date

(2) one third at the end of 24 months after the grant date

(3) one third at the end of 36 months after the grant date

An issuance for no consideration, under the 2014 Equity Compensation Plan, to 90 ICL officers and senior employees in Israel and overseas.

The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where requierd).

4.8

Chairman of the BOD

55

An issuance for no consideration, under the 2014 Equity Compensation Plan.

Former CEO

185

January 3, 2017

ICL’s Directors (excluding ICL's Chairman of the BOD)

146

An issuance  for no consideration, under the 2014 Equity Compensation Plan, to 8 ICL Directors.

The value includes a reduction of 5% from the value of the equity compensation, pursuant to the decision of the directors in March 2016, to reduce their annual compensation for 2016 and 2017.

0.6

February 14, 2017

Acting CEO

38

An issuance for no consideration, under the 2014 Equity Compensation Plan.

0.2

June 20, 2017, for  ICL's Chairman of the BOD – August 2, 2017

Officers and Senior employees

2,211

An issuance  for no consideration, under the 2014 Equity Compensation Plan, to 494 ICL officers and senior employees  in Israel and overseas.

10

Chairman of BOD

53

An issuance  for no consideration, under the 2014 Equity Compensation Plan.

0.3

January 10, 2018

ICL’s Directors  (excluding ICL's CEO & Chairman of the BOD)

125

An issuance  for no consideration, under the 2014 Equity Compensation Plan, to 5 ICL Directors.

0.5

 

(*) The vesting date is subject to the employee entitled continuing to be employed by the Company and the directors continuing to serve in their positions on the vesting date, unless they ceased to hold office due to certain circumstances set forth in sections 231-232a and 233(2) of the Israeli Companies Law

Dividends distributed to the Company's Shareholders


Note 22 – Equity (cont’d)

 

D. Dividends distributed to the Company's Shareholders

 

Board of Directors decision date

to distribute

the dividend

Actual date of

distribution of

the dividend

Gross amount of

the dividend

distributed

(in millions of $)

Net amount of

the distribution

(net of the

subsidiary’s share)

(in millions of $)

Amount of

the dividend

per share

(in $)

 

March 19, 2015

April 29, 2015

59.5

59.5

0.05

May 12, 2015

June 23, 2015

151

151

0.12

August 11, 2015

September 10, 2015

52.5

52.5

0.04

November 11, 2015

December 16, 2015

84

84

0.07

March 15, 2016

April 18, 2016

67

67

0.05

May 17, 2016

June 22, 2016

35

35

0.03

August 9, 2016

September 27, 2016

60

60

0.05

November 22, 2016

January 4, 2017

60

60

0.05

February 14, 2017

April 4, 2017

57

57

0.04

May 9, 2017

June 20, 2017

34

34

0.03

August 2, 2017

September 13, 2017

32

32

0.02

November 7, 2017

December 20, 2017

57

57

0.04

February 13, 2018 (after the reporting date)*

March 14, 2018

70

70

0.05

 

(*) The record date is February 28, 2018 and the payment date is March 14, 2018