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Equity (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2019
Notes to Consolidated Financial Statements [Abstract] |
Composition of equity | A. Composition:
| As at December 31, 2019 | As at December 31, 2018
| Authorized | Issued and paid | Authorized | Issued and paid
Number of Ordinary shares of Israeli Shekel 1 par value (in millions) | 1,485 | * 1305 | 1,485 | * 1305
Number of Special State share of Israeli Shekel 1 par value | 1 | 1 | 1 | 1
(*) For information regarding the amount of treasury shares, see Note 20.G.(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, 2018 | 1,303
Issuance of shares | 2
As at December 31, 2018 | 1,305
Issuance of shares | -
As at December 31, 2019 | 1,305
Share-based payments to employees, non-marketable options |
Grant date | Employees entitled | Number of instruments (thousands) | Issuance's details | Instrument terms | Vesting conditions | Expiration date
August 6, 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. | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. In case that 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.
December 11, 2014 | Former CEO | 367
May 12, 2015 | Officers and senior employees | 6,729 | 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 for the third tranche is at the end of 48 months after the grant date.
June 29, 2015 | Former CEO | 530
Former Chairman of BOD | 404
June 30, 2016 | Officers and senior employees | 3,035 | June 30, 2023
September 5, 2016 | Former CEO | 625
Former chairman of BOD | 186
February 14, 2017 | Former CEO | 114 | February 14, 2024
June 20, 2017 | Officers and senior employees | 6,868 | June 20, 2024
August 2, 2017 | Former chairman of BOD | 165
Note 20 – Equity (cont'd) C. Share-based payments to employees (cont'd) Non-marketable options (cont'd)
Grant date | Employees entitled | Number of instruments (thousands) | Issuance's details | Instrument terms | Vesting conditions | Expiration date
March 6, 2018 | Officers and senior employees | 5,554 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan. | 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 | March 6, 2025
May 14, 2018 | CEO | 385 | May 14, 2025
August 20, 2018 | Former chairman of BOD | 403 | August 20, 2025
April 15, 2019 | Officers and senior manager | 13.2 | 2 equal tranches: (1) half at the end of 24 months after the grant date. (2) half at the end of 36 months after the grant date. | 5 years after the grant date
June 27, 2019 | CEO | 3.5
May 29, 2019 * | Chairman of BOD | 2.2 | 2 equal tranches: (1) half at the end of 24 months after the issuance date. (2) half at the end of 36 months after the issuance date. | 5 years after the issuance date
* The options were issued upon Mr. Doppelt's entry into office on July 1, 2019.
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, 2016, 2017, 2018 and 2019 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 | Granted 2018 | Granted 2019
Share price (in $) | 8.2 | 7.0 | 3.9 | 4.5 | 4.4 | 5.4
CPI-linked exercise price (in $) | 8.4 | 7.2 | 4.3 | 4.3 | 4.3 | 5.3
Expected volatility: |  |  |  |  |  |
First tranche | 29.40% | 25.40% | 30.51% | 31.88% | 28.86% | 27.85%
Second tranche | 31.20% | 25.40% | 30.51% | 31.88% | 28.86% | 27.85%
Third tranche | 40.80% | 28.80% | 30.51% | 31.88% | 28.86% | 27.85%
Expected life of options (in years): |  |  |  |  |  |
First tranche | 4.3 | 3.0 | 7.0 | 7.0 | 7.0 | 4.4
Second tranche | 5.3 | 3.0 | 7.0 | 7.0 | 7.0 | 4.4
Third tranche | 6.3 | 4.0 | 7.0 | 7.0 | 7.0 | 4.4
Risk-free interest rate: |  |  |  |  |  |
First tranche | (0.17%) | (1.00%) | 0.01% | 0.37% | 0.03% | (0.67%)
Second tranche | 0.05% | (1.00%) | 0.01% | 0.37% | 0.03% | (0.67%)
Third tranche | 0.24% | (0.88%) | 0.01% | 0.37% | 0.03% | (0.67%)
Fair value (in $ millions) | 8.4 | 9.0 | 4.0 | 11.3 | 8.8 | 7.5
Weighted average grant date fair value per option (in $) | 1.9 | 1.2 | 1.1 | 1.6 | 1.4 | 1.2
Share-based payments to employees, non-marketable options, movement in the options | The movement in the options are as follows:
| Number of options (in millions)
| 2014 Plan
Balance as at January 1, 2018 | 20
Movement in 2018: |
Granted during the year | 6
Expired during the year | (6)
Forfeited during the year | (1)
Exercised during the year | (1)
Total options outstanding as at December 31, 2018 | 18
Movement in 2019: |
Granted during the year | 19
Expired during the year | (3)
Forfeited during the year | (3)
Exercised during the year | (1)
Total options outstanding as at December 31, 2019 | 30
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, 2019 | December 31, 2018 | December 31, 2017
Granted 2014 US Dollar | 7.15 | 6.77 | 7.43
Granted 2015 US Dollar | - | 6.92 | 7.59
Granted 2016 US Dollar | 4.36 | 4.21 | 4.68
Granted 2017 US Dollar | 4.01 | 3.89 | 4.35
Granted 2018 US Dollar | 3.99 | 3.89 | -
Granted 2019 US Dollar | 5.42 | - | -
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, 2019 | December 31, 2018 | December 31, 2017
Number of options exercisable (In Millions) | 12 | 11 | 12
Weighted average exercise price in Israeli Shekel | 15.19 | 18.53 | 22.56
Weighted average exercise price in US Dollar | 4.40 | 4.94 | 6.51
(*) The share price as of December 31, 2019, is NIS 16.25 and $4.7.
Share-based payments to employees, non-marketable options, range of exercise prices | The range of exercise prices for the options outstanding vested at the end of each period are as follows:
| December 31, 2019 | December 31, 2018 | December 31, 2017
Range of exercise price in Israeli Shekel | 13.55-24.71 | 14.26-25.93 | 15.01-26.3
Range of exercise price in US Dollar | 3.92-7.15 | 3.81-6.92 | 4.33-7.59
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, 2019 | December 31, 2018 | December 31, 2017
Average remaining contractual life | 3.85 | 3.90 | 2.60
Share-based payments to employees, 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 | 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. | 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 approval date of the BOD and/or the date of the approval of the General Meeting where required). | 8.4
December 11, 2014 | Former CEO | 86
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 | 0.7
May 12, 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 | 9.7
June 29, 2015 | Former CEO | 90
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 | 0.5
June 30, 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 | 4.8
September 5, 2016 | Former chairman of BOD | 55
Former CEO | 185
(*) 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 20 – Equity (cont'd) C. Share-based payments to employees (cont'd) 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)
January 3, 2017 | ICL’s Directors (excluding ICL's Chairman of the BOD) | 146 | 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. 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. | 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 approval date of the BOD and/or the date of the approval of the General Meeting where required). | 0.6
February 14, 2017 | Former CEO | 38 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | 0.2
June 20, 2017 | Officers and Senior employees | 2,211 | 10
August 2, 2017 | Former chairman of BOD | 53 | 0.3
January 10, 2018 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 137 | 0.6
March 6, 2018 | Officers and senior employees | 1,726 | 8
May 14, 2018 | CEO | 121 | 0.6
August 20, 2018 | Former chairman of BOD | 47 | 0.2
ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 88 | Acceleration at January 2019. | 0.4
(*) 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 |
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 $)
February 14, 2017 | April 4, 2017 | 57 | 57 | 0.04
May 9, 2017 | June 20, 2017 | 34 | 32 | 0.03
August 2, 2017 | September 13, 2017 | 32 | 32 | 0.02
November 7, 2017 | December 20, 2017 | 57 | 56 | 0.04
Total 2017 |  | 180 | 177 | 0.13
February 13, 2018 | March 14, 2018 | 70 | 69 | 0.05
May 10, 2018 | June 20, 2018 | 52 | 51 | 0.04
July 31, 2018 | September 4, 2018 | 56 | 56 | 0.04
October 31, 2018 | December 19, 2018 | 66 | 65 | 0.05
Total 2018 |  | 244 | 241 | 0.18
February 5, 2019 | March 13, 2019 | 62 | 61 | 0.05
May 7, 2019 | June 19, 2019 | 76 | 75 | 0.06
July 31, 2019 | September 24, 2019 | 74 | 73 | 0.06
November 6, 2019 | December 18, 2019 | 65 | 64 | 0.05
Total 2019 |  | 277 | 273 | 0.22
February 12, 2020 (after the reporting date)* | March 18, 2020 | 23 | 22 | 0.02
(*) The record date is March 4, 2020 and the payment date is March 18, 2020.

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