NETANYA, Israel, June 26, 2018 /PRNewswire/ -- Cellcom Israel Ltd.
(NYSE: CEL) (TASE: CEL) (hereinafter: the "Company") announced that
following the Company's previously announced potential equity
offering in Israel, the Company
filed today a supplemental shelf offering report, or Offering
Report, with the Israel Securities Authority and the Tel Aviv Stock
Exchange, or TASE, under the Company's shelf prospectus. Pursuant
to the Offering Report, the Company is offering, in Israel only, as follows:
- Up to 14,430,100 ordinary shares (par value NIS 0.01 per share, of the Company, or ordinary
shares).
- Up to 3,607,525 Series 1 Options. Each Series 1 Option will
entitle the holder thereof to purchase one ordinary share at an
exercise price of NIS 19.50, until
December 24, 2018.
- Up to 3,607,525 Series 2 Options. Each Series 2 Option will
entitle the holder thereof to purchase one ordinary share at an
exercise price of NIS 20, until
June 24, 2019.
- The Securities will be issued in units. Each unit will consist
of 100 ordinary shares, 25 Series 1 Options and 25 Series 2
Options.
- Notwithstanding the above offered amounts, the Company
announced that it intends to issue 121,212 units in the offering,
and the total orders received in the offering will be calculated
and accepted on a pro rata basis. Accordingly, the Company expects
to issue in the offering an aggregate of 12,121,200 ordinary
shares, 3,030,300 Series 1 Options and 3,030,300 Series 2
Options.
The Company has received early commitments from institutional
investors in Israel for the
purchase of an aggregate of 121,212 units for NIS 2,310 per unit, including from the Company's
controlling shareholder, who committed to 50% of such amount. In
consideration for making early commitments, the institutional
investors (other than the controlling shareholder) will receive an
early commitment commission in the amount of 2.5% of the immediate
consideration for the units they undertook to purchase.
The public tender for such securities is expected to be held
today, June 26, 2018.
Series 1 Options and Series 2 Options will be registered for
trading on the TASE, if the offering is completed.
The aggregate amount that the Company expects to pay in
arrangement fees and other expenses in connection with this
offering (assuming total immediate consideration of approximately
NIS 280 million, excluding the
consideration from the exercise of options), including the
aforesaid commitment commissions, is approximately NIS 5 million. In case of full exercise of the
options, the Company is expected to receive additional net
consideration (after payment of arrangement fees and other
expenses) of NIS approximately 119 million. The Company estimates
that the net proceeds from the offering (excluding the
consideration from the exercise of options), if completed, will be
approximately NIS 275 million, after
deduction of the arrangers' fees and other estimated expenses.
The Company intends to use the net proceeds from the offering
for general corporate purposes, which may include financing its
operating and investment activity, payment of outstanding debt
under its debentures and other credit facilities, and dividend
distributions, subject to certain restrictions that apply to
dividend distributions made by the Company and to the decisions of
the Company's board of directors from time to time.
The offering described in this press release will be made
only in Israel and only to
residents of Israel. The said
securities will not be registered under the U.S. Securities Act of
1933 and will not be offered or sold in the United States or to U.S. persons.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.
In addition, the Company's controlling shareholder announced it
is considering a swap transaction with a financial institution,
pursuant to which it may purchase up to an additional 2% of the
Company's current issued and outstanding share capital, for a
period of up to 6 months (at the end of which is will be obliged to
sell back such swap shares) and shall also consider the purchase of
additional share capital of the Company during such swap period, if
executed. The Company's controlling shareholder announced that
there is no certainty that such transaction shall be entered into
or executed.
Forward looking statements
The information included in this press release contains, or may
be deemed to contain, forward-looking statements (as defined in the
U.S. Private Securities Litigation Reform Act of 1995 and the
Israeli Securities Law, 1968). Said forward-looking statements
relating to the execution of the offering are subject to
uncertainties and assumptions about the completion of the offering,
and in regards to the exercise of options, also the Company's then
current share price. The actual conditions could lead to a
materially different outcome than that set forth above.
About Cellcom Israel
Cellcom Israel Ltd., established in 1994, is the largest Israeli
cellular provider; Cellcom Israel provides its approximately 2.822
million cellular subscribers (as at March
31, 2018) with a broad range of value added services
including cellular telephony, roaming services for tourists in
Israel and for its subscribers
abroad and additional services in the areas of music, video, mobile
office etc., based on Cellcom Israel's technologically advanced
infrastructure. The Company operates an LTE 4 generation network
and an HSPA 3.5 Generation network enabling advanced high speed
broadband multimedia services, in addition to GSM/GPRS/EDGE
networks. Cellcom Israel offers Israel's broadest and largest customer service
infrastructure including telephone customer service centers, retail
stores, and service and sale centers, distributed nationwide.
Through its broad customer service network Cellcom Israel offers
technical support, account information, direct to the door parcel
delivery services, internet and fax services, dedicated centers for
hearing impaired, etc. Cellcom Israel further provides OTT TV
services, internet infrastructure and connectivity services and
international calling services, as well as landline telephone
communications services in Israel,
in addition to data communications services. Cellcom Israel's
shares are traded both on the New York Stock Exchange (CEL) and the
Tel Aviv Stock Exchange (CEL). For additional information please
visit the Company's website http://investors.cellcom.co.il.
Company
Contact
|
Investor Relations
Contact
|
Shlomi
Fruhling
|
Ehud Helft
|
Chief Financial
Officer
|
GK Investor &
Public Relations In partnership with LHA
|
investors@cellcom.co.il
|
cellcom@GKIR.com
|
Tel:
+972-52-998-9735
|
Tel:
+1-617-418-3096
|
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SOURCE Cellcom Israel Ltd.