NETANYA, Israel, Dec. 5, 2019 /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, to the public in
Israel and to certain
institutional investors outside of Israel, as follows:
- Up to 36,267,600 ordinary shares (par value NIS 0.01 per share) of the Company.
- Up to 8,341,548 Series 3 Options. Each Series 3 Option will
entitle the holder thereof to purchase one ordinary share at an
exercise price of NIS 8.64, until
April 1, 2020.
- Up to 7,616,196 Series 4 Options. Each Series 4 Option will
entitle the holder thereof to purchase one ordinary share at an
exercise price of NIS 9.60, until
September 30, 2020.
- The Securities will be issued in units. Each unit will consist
of 100 ordinary shares, 23 Series 3 Options and 21 Series 4
Options.
- Notwithstanding the above offered amounts, the Company
announced that it intends to issue 306,000 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 30,600,000 ordinary
shares, 7,038,000 Series 3 Options and 6,426,000 Series 4
Options.
Subject to the completion of the contemplated offering, the
Company has accepted early commitments from institutional investors
for the purchase of an aggregate of 306,000 units for NIS 980 per unit out of orders for
485,995 units received in the institutional
tender, 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, December 5, 2019.
Series 3 Options and Series 4 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 300 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 295 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 contemplated offering described in this press
release does not constitute an offer to sell, or a
solicitation of an offer to purchase, any securities. Any
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold within
the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. There is no intention to register any securities referred
to herein in the United States or
to make a public offering of the securities in the United
States.
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 a leading Israeli
communications group, providing a wide range of communications
services. Cellcom Israel is the largest Israeli cellular provider,
providing its approximately 2.767 million cellular subscribers (as
at September 30, 2019) with a broad
range of services including cellular telephony, roaming services
for tourists in Israel and for its
subscribers abroad, text and multimedia messaging, advanced
cellular content and data services and other value-added 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. Cellcom Israel further provides OTT TV
services, internet infrastructure and connectivity services and
international calling services, as well as landline telephone
services in Israel. 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
Shlomi Fruhling
Chief Financial Officer
investors@cellcom.co.il
Tel: +972-52-998-9735
Investor Relations Contact
Ehud Helft
GK Investor & Public Relations In partnership with LHA
cellcom@GKIR.com
Tel: +1-617-418-3096
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SOURCE Cellcom Israel Ltd.