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Equity | 12 Months Ended
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Dec. 31, 2019
Notes to Consolidated Financial Statements [Abstract] |
Note 20 - Equity | Note 20 – 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). 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
B. Rights conferred by the shares The ordinary shares grant their holders voting rights in General Meetings of the Company, the right to participate in shareholders’ meetings, the right to receive dividends and the right to a share in excess assets upon liquidation of ICL. The Special State of Israel Share, held by the State of Israel in order to monitor matters of vital interest to the State of Israel, grants special rights to make decisions, among other things, on the following matters: Sale or transfer of Company assets, which are “essential” to the State of Israel, not in the ordinary course of business. Voluntary liquidation, change or reorganization of the organizational structure of ICL or merger (excluding mergers of entities controlled by ICL, directly or indirectly, that would not impair the rights or power of the Government, as holder of the Special State Share). Any acquisition or holding of 14% or more of the issued share capital of ICL. The acquisition or holding of 25% or more of the issued share capital of ICL (including augmentation of an existing holding up to 25%), even if there was previously an understanding regarding a holding of less than 25%. Note 20 – Equity B. Rights conferred by the shares (cont'd) Any percentage of holding of the Company’s shares, which grants its holder the right, ability or actual possibility to appoint, directly or indirectly, such number of the Company’s directors equal to half or more of the Company’s directors actually appointed. During the second half of 2018, an inter-ministerial team was set up, headed by the Ministry of Finance, whose purpose is, among other things, to regulate the authority and supervision in respect of the Special State of Israel Share, as well as reduce the regulatory burden. In January 2019, the work of this team was put on hold until further notice due to the dissolution of the Knesset and lack of permanent Government. As at the date of the report, the Company is unable to estimate the implications of this process over the Company, if any. Note 20 – Equity (cont'd) C. 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. Note 20 – Equity (cont'd) C. Share-based payments to employees (cont'd) 1. Non-marketable options (cont'd) Additional Information The options issued to the employees in Israel are covered by the provisions of Section 102 of the Israeli Income Tax Ordinance. The issuance is performed through a trustee under the Capital Gains Track. The exercise price is linked to the CPI that is known as of the date of payment, which is the exercise date. In a case of distribution of a dividend by the Company, the exercise price is reduced on the “ex dividend” date, by the amount of the dividend per share (gross), based on the amount thereof in NIS on the effective date. 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
Note 20 – Equity (cont'd) C. Share-based payments to employees (cont'd) Non-marketable options (cont'd) The expected volatility was determined on the basis of the historical volatility in the Company’s share prices in the Tel-Aviv Stock Exchange. The expected life of the options was determined on the basis of Management’s estimate of the period the employees will hold the options, taking into consideration their position with the Company and the Company’s past experience regarding the turnover of employees. The risk‑free interest rate was determined on the basis of the yield to maturity of shekel‑denominated Israeli Government debentures, with a remaining life equal or similar to the anticipated life of the option. The cost of the benefit embedded in the options and shares from the Equity Compensation Plan 2014 is recognized in the statement of income over the vesting period of each portion. Accordingly, in 2019, 2018, and 2017, the Company recorded expenses of $12 million, $19 million and $16 million, respectively. 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
Note 20 – Equity (cont'd) C. Share-based payments to employees (cont'd) 1. Non-marketable options (cont'd) 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 | - | -
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. 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
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
Note 20 – Equity (cont'd) C. Share-based payments to employees (cont'd) 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. Note 20 – Equity (cont’d) C. Share-based payments to employees (cont'd) Restricted shares (cont’d) On March 4, 2020, the Company’s HR & Compensation Committee and Board of Directors, respectively, approved an equity grant for 2020 of restricted shares, to directors who serve from time to time (excluding the Chairman of the Board). in a value per grant of ILS310,000 (approximately $105,000). The grant is subject to the approval of our shareholders in the Annual General Meeting that is expected to take place on April 23, 2020. The restricted shares will vest in three equal tranches: one‑third at the end of 12 months after the grant date, one‑third at the end of 24 months after the grant date and one‑third at the end of 36 months after the grant date. The number of Restricted Shares that will be allocated to each applicable director will be determined according to the closing price of the Ordinary Shares on the TASE on the trading day immediately preceding the date of the Annual General Meeting. 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 $)
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. Note 20 – Equity (cont’d) E. Cumulative translation adjustment The translation reserve includes all translation differences arising from translation of financial statements of foreign operations. F. Capital reserves The capital reserves include expenses for share‑based compensation to employees against a corresponding increase in equity (see section C. above) and change in investment at fair value through other comprehensive income (investment in 15% of the share capital of YYTH, see Note 22.B). G. Treasury shares During 2008 and 2009 22.4 million shares were acquired by the Group under a purchase plan, for a total consideration of approximately $258 million. Total shares held by the Group are 24.5 million. 2) In determining the amount of retained earnings available for distribution as a dividend pursuant to the Israeli Companies Law, the amount of self‑acquisitions (that are presented separately in the “treasury shares” category in the equity section), must be deduct from the balance of the retained earnings. H. Retained earnings The retained earnings include actuarial gains (see Note 17.E) and dividends to the shareholders.

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