|
State of Israel
|
| |
4911
|
| |
Not applicable
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Joshua G. Kiernan
Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 906-1200 Fax: (212) 751-4864 |
| |
Ron Ben-Menachem
Joshua Ravitz Herzog Fox & Neeman 6 Yitzhak Sadeh Street Tel Aviv 6777506, Israel Telephone: (972) (3) 692-2020 Fax: (972) (3) 696-6464 |
| |
Andrea L. Nicolas
Yossi Vebman Michael J. Hong Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 Telephone: (212) 735-3000 Fax: (212) 735-2000 |
| |
Ian Rostowsky
Daniel Marcovici Amit, Pollak, Matalon & Co. 18 Raoul Wallenberg St., Tel Aviv 6971915, Israel Telephone: (972) (3) 586-9000 Fax: (972) (3) 586-9001 |
|
| | | | | iii | | | |
| | | | | iii | | | |
| | | | | v | | | |
| | | | | vi | | | |
| | | | | 1 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 19 | | | |
| | | | | 56 | | | |
| | | | | 58 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 61 | | | |
| | | | | 63 | | | |
| | | | | 89 | | | |
| | | | | 120 | | | |
| | | | | 139 | | | |
| | | | | 141 | | | |
| | | | | 142 | | | |
| | | | | 149 | | | |
| | | | | 150 | | | |
| | | | | 158 | | | |
| | | | | 165 | | | |
| | | | | 166 | | | |
| | | | | 166 | | | |
| | | | | 167 | | | |
| | | | | 168 | | | |
| | | | | F-1 | | |
| | |
Mature
Projects |
| |
Advanced
Development Projects |
| |
Development
Projects |
| |
Total
portfolio |
| ||||||||||||
Generation capacity (GW)
|
| | | | 3.7 | | | | | | 3.3 | | | | | | 10.5 | | | | |
|
17.4
|
| |
Storage capacity (GWh)
|
| | | | 3.0 | | | | | | 5.1 | | | | | | 9.6 | | | | |
|
17.6
|
| |
| | |
Six months ended June 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||||||||
Revenues
|
| | |
$
|
74,939
|
| | | | $ | 44,652 | | | | |
$
|
102,461
|
| | | | $ | 70,324 | | |
Cost of sales
|
| | |
|
(14,281)
|
| | | | | (9,035) | | | | |
|
(21,777)
|
| | | | | (14,730) | | |
Depreciation and amortization
|
| | | | (16,214) | | | | |
|
(8,020)
|
| | | | | (19,446) | | | | |
|
(15,226)
|
| |
Gross profit
|
| | |
|
44,444
|
| | | | | 27,597 | | | | |
|
61,238
|
| | | | | 40,368 | | |
General and administrative expenses
|
| | |
|
(13,912)
|
| | | | | (4,665) | | | | |
|
(15,569)
|
| | | | | (9,018) | | |
Selling, marketing and project promotion expenses
|
| | |
|
(1,554)
|
| | | | | (1,723) | | | | |
|
(3,617)
|
| | | | | (2,257) | | |
Development expenses
|
| | |
|
(1,099)
|
| | | | | — | | | | |
|
(1,099)
|
| | | | | (719) | | |
Transaction costs in respect of acquisition of
activity in the United States |
| | |
|
—
|
| | | | | (3,379) | | | | |
|
(7,331)
|
| | | | | — | | |
Other income
|
| | |
|
918
|
| | | | | — | | | | |
|
778
|
| | | | | — | | |
Operating profit
|
| | |
|
28,797
|
| | | | | 17,830 | | | | |
|
34,400
|
| | | | | 28,374 | | |
Finance income
|
| | |
|
13,303
|
| | | | | 15,085 | | | | |
|
30,333
|
| | | | | 17,214 | | |
Finance expenses
|
| | |
|
(31,663)
|
| | | | | (17,559) | | | | |
|
(37,175)
|
| | | | | (31,408) | | |
Total finance expenses, net before early prepayment fee
|
| | |
|
(18,360)
|
| | | | | (2,474) | | | | |
|
(6,842)
|
| | | | | (14,194) | | |
Pre-tax profit before early prepayment fee
|
| | |
|
10,437
|
| | | | | 15,356 | | | | |
|
27,558
|
| | | | | 14,180 | | |
Early prepayment fee
|
| | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | | | (67,594) | | |
Profit (loss) before tax and equity gains (loss)
|
| | | | 10,437 | | | | |
|
15,356
|
| | | | | 27,558 | | | | |
|
(53,414)
|
| |
Share of (loss) profits of equity accounted investees
|
| | |
|
(70)
|
| | | | | (95) | | | | |
|
(189)
|
| | | | | 26 | | |
Profit (loss) before income taxes
|
| | |
|
10,367
|
| | | | | 15,261 | | | | |
|
27,369
|
| | | | | (53,388) | | |
Taxes on income
|
| | |
|
(2,504)
|
| | | | | (2,357) | | | | |
|
(5,694)
|
| | | | | 12,353 | | |
Profit (loss) for the year
|
| | |
$
|
7,863
|
| | | | $ | 12,904 | | | | |
$
|
21,675
|
| | | | $ | (41,035) | | |
|
| | |
Six months ended June 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||||||||
Profit (loss) for the year attributed to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | |
|
2,679
|
| | | | | 7,997 | | | | |
|
11,217
|
| | | | | (43,869) | | |
Non-controlling interests
|
| | |
|
5,184
|
| | | | | 4,907 | | | | |
|
10,458
|
| | | | | 2,834 | | |
Earnings (loss) per share attributable to ordinary shareholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | |
$
|
0.00
|
| | | | $ | 0.01 | | | | |
$
|
0.01
|
| | | | $ | (0.06) | | |
Diluted earnings (loss) per share
|
| | |
$
|
0.00
|
| | | | $ | 0.01 | | | | |
$
|
0.01
|
| | | | $ | (0.06) | | |
Weighted average shares used in the calculation of earnings (loss):
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic per share
|
| | |
|
945,663,290
|
| | | | | 886,060,907 | | | | |
|
937,492,190
|
| | | | | 782,977,562 | | |
Diluted per share
|
| | |
|
972,149,189
|
| | | | | 919,324,009 | | | | |
|
981,086,687
|
| | | | | 782,977,562 | | |
| | |
As of June 30, 2022
|
| |||||||||
| | |
Actual
|
| |
Pro forma
as adjusted(1) |
| ||||||
| | |
(in thousands)
|
| |||||||||
| | |
(unaudited)
|
| |||||||||
Cash and cash equivalents
|
| | | $ | 250,553 | | | | | $ | | | |
Restricted cash
|
| | | | 89,509 | | | | | | | | |
Total current assets
|
| | | | 442,270 | | | | | | | | |
Fixed assets, net
|
| | | | 1,796,797 | | | | | | | | |
Total assets
|
| | |
|
3,033,353
|
| | | | | | | |
Credit and current maturities of loans from banking corporations and other financial institutions
|
| | | | 80,981 | | | | | | | | |
Total current liabilities
|
| | | | 276,052 | | | | | | | | |
Loans from banking corporations and other financial institutions
|
| | | | 1,224,975 | | | | | | | | |
Total liabilities
|
| | |
|
2,206,944
|
| | | | | | | |
Non-controlling interests
|
| | | | 219,013 | | | | | | | | |
Equity attributable to owners of the Company
|
| | | | 607,396 | | | | | | | | |
Total equity
|
| | |
|
826,409
|
| | | | | | | |
| | |
Six months ended June 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||||||||
Net cash provided by (used in) operating activities
|
| | | $ | 33,708 | | | | | $ | 22,886 | | | | | $ | 52,023 | | | | | $ | 38,810 | | |
Net cash provided by (used in) investing activities
|
| | | | (338,677) | | | | | | (171,562) | | | | | | (644,638) | | | | | | (492,450) | | |
Net cash generated from financing activities
|
| | | | 318,967 | | | | | | 364,097 | | | | | | 752,314 | | | | | | 343,528 | | |
| | |
As of June 30, 2022
|
| |||||||||
| | |
Actual
|
| |
Pro forma
|
| ||||||
| | |
(in thousands, except share and
per share amounts) |
| |||||||||
Cash and cash equivalents
|
| | | $ | 250,553 | | | | | $ | | | |
Financial assets at fair value through profit or loss
|
| | | | 33,139 | | | | | | | | |
Debentures
|
| | | | 253,866 | | | | | | | | |
Convertible debentures
|
| | | | 130,513 | | | | | | | | |
Loans from banking corporations and other financial institutions
|
| | | | 1,224,975 | | | | | | | | |
Ordinary share capital
|
| | | | 2,643 | | | | | | | | |
Share premium
|
| | | | 625,361 | | | | | | | | |
Capital reserves
|
| | | | (6,801) | | | | | | | | |
Proceeds on account of convertible options
|
| | | | 15,477 | | | | | | | | |
Accumulated loss
|
| | |
|
(29,284)
|
| | | |||||
Equity attributable to owners of the Company
|
| | | | 607,396 | | | | | | | | |
Total capitalization
|
| | | $ | 3,107,838 | | | | | $ | | | |
| | | | | | | | | | | | | |
|
Assumed initial public offering price per ordinary share
|
| | | | | | | | | $ | | | |
|
Pro forma net tangible book value per share as of June 30, 2022
|
| | | $ | | | | | | | | | |
|
Increase in pro forma net tangible book value per ordinary share attributable to this offering
|
| | | $ | | | | | | | | | |
|
Pro forma as adjusted net tangible book value per ordinary share after this offering
|
| | | | | | | | | $ | | | |
|
Dilution per ordinary share to new investors in this offering
|
| | | | | | | | | $ | | |
| | |
Ordinary Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Ordinary Share |
| ||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |||||||||||||||
Existing shareholders
|
| | | | | | | % | | | | | $ | | | | | | % | | | | | $ | | | ||
New investors
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total
|
| | | | | | | 100% | | | | | | | | | | | | 100% | | | | | | | | |
Period
|
| |
Proceeds from Sale of
Electricity by Financial Assets Projects |
| |
Proceeds from Sale of
Electricity Recorded as Financial Asset Payments |
| |
Proceeds from Sale of
Electricity Recorded as Revenue |
| |||||||||
Six months ended June 20, 2022
|
| | | $ | 21.6 | | | | | $ | 10.7 | | | | | $ | 10.9 | | |
Year ended December 31, 2021
|
| | | | 44.1 | | | | | | 32.9 | | | | | | 11.3 | | |
| | |
Six months ended June 30,
|
| |
Year ended December 31,
|
| ||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
|
| | |
(in thousands)
|
| |||||||||
| | |
Unaudited
|
| | | | | | | |||
Revenues
|
| |
$74,939
|
| |
$44,652
|
| |
$102,461
|
| |
$70,324
|
|
Cost of sales
|
| |
(14,281)
|
| |
(9,035)
|
| |
(21,777)
|
| |
(14,730)
|
|
Depreciation and amortization
|
| |
(16,214)
|
| |
(8,020)
|
| |
(19,446)
|
| |
(15,226)
|
|
Gross profit
|
| |
44,444
|
| |
27,597
|
| |
61,238
|
| |
40,368
|
|
General and administrative expenses
|
| |
(13,912)
|
| |
(4,665)
|
| |
(15,569)
|
| |
(9,018)
|
|
Selling, marketing and project promotion expenses
|
| |
(1,554)
|
| |
(1,723)
|
| |
(3,617)
|
| |
(2,257)
|
|
Development expenses
|
| |
(1,099)
|
| |
—
|
| |
(1,099)
|
| |
(719)
|
|
Transaction costs in respect of acquisition of activity in the United States
|
| |
—
|
| |
(3,379)
|
| |
(7,331)
|
| |
—
|
|
Other income
|
| |
918
|
| |
—
|
| |
778
|
| |
—
|
|
Operating profit
|
| |
28,797
|
| |
17,830
|
| |
34,400
|
| |
28,374
|
|
Finance income
|
| |
13,303
|
| |
15,085
|
| |
30,333
|
| |
17,214
|
|
Finance expenses
|
| |
(31,663)
|
| |
(17,559)
|
| |
(37,175)
|
| |
(31,408)
|
|
Total finance expenses, net before early prepayment
fee |
| |
(18,360)
|
| |
(2,474)
|
| |
(6,842)
|
| |
(14,194)
|
|
Pre-tax profit before early prepayment fee
|
| |
10,437
|
| |
15,356
|
| |
27,558
|
| |
14,180
|
|
Early prepayment fee
|
| |
—
|
| |
—
|
| |
—
|
| |
(67,594)
|
|
Profit (loss) before tax and equity gains (loss)
|
| |
10,437
|
| |
15,356
|
| |
27,558
|
| |
(53,414)
|
|
Share of (loss) profits of equity accounted investees
|
| |
(70)
|
| |
(95)
|
| |
(189)
|
| |
26
|
|
Profit (loss) before income taxes
|
| |
10,367
|
| |
15,261
|
| |
27,369
|
| |
(53,388)
|
|
Taxes on income
|
| |
(2,504)
|
| |
(2,357)
|
| |
(5,694)
|
| |
12,353
|
|
Profit (loss)
|
| |
7,863
|
| |
12,904
|
| |
$21,675
|
| |
$(41,035)
|
|
Profit (loss) for the year attributed to: | | | | | | | | | | | | | |
Owners of the Company
|
| |
2,679
|
| |
7,997
|
| |
11,217
|
| |
(43,869)
|
|
Non-controlling interests
|
| |
5,184
|
| |
4,907
|
| |
10,458
|
| |
2,834
|
|
|
| | |
Six months ended June 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
as a % of revenue
|
| |||||||||||||||||||||
| | |
Unaudited
|
| | | | | | | | | | | | | |||||||||
Revenues
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
Cost of sales
|
| | | | (19.1) | | | | | | (20.2) | | | | | | (21.2) | | | | | | (20.9) | | |
Depreciation and amortization
|
| | | | (21.6) | | | | | | (18.0) | | | | | | (19.0) | | | | | | (21.6) | | |
Gross profit
|
| | | | 59.3 | | | | | | 61.8 | | | | | | 59.8 | | | | | | 57.4 | | |
General and administrative expenses
|
| | | | (18.6) | | | | | | (10.4) | | | | | | (15.2) | | | | | | (12.8) | | |
Selling, marketing and project promotion expenses
|
| | | | (2.1) | | | | | | (3.9) | | | | | | (3.5) | | | | | | (3.2) | | |
Development expenses
|
| | | | (1.5) | | | | | | — | | | | | | (1.1) | | | | | | (1.0) | | |
Transaction costs in respect of acquisition of activity in the
United States |
| | | | — | | | | | | (7.6) | | | | | | (7.1) | | | | | | — | | |
Other income
|
| | | | 1.2 | | | | | | — | | | | | | 0.7 | | | | | | — | | |
Operating profit
|
| | | | 38.4 | | | | | | 39.9 | | | | | | 33.6 | | | | | | 40.3 | | |
Finance income
|
| | | | 17.8 | | | | | | 33.8 | | | | | | 29.6 | | | | | | 24.5 | | |
Finance expenses
|
| | | | (42.3) | | | | | | (39.3) | | | | | | (36.3) | | | | | | (44.7) | | |
Total finance expenses, net before early prepayment
fee |
| | | | (24.5) | | | | | | (5.5) | | | | | | (6.7) | | | | | | (20.2) | | |
Pre-tax profit before early prepayment fee
|
| | | | 13.9 | | | | | | 34.4 | | | | | | 26.9 | | | | | | 20.1 | | |
Early prepayment fee
|
| | | | — | | | | | | — | | | | | | — | | | | | | (96.1) | | |
Profit (loss) before tax and equity gains (loss)
|
| | | | 13.9 | | | | | | 34.4 | | | | | | 26.9 | | | | | | (75.9) | | |
Share of (loss) profits of equity accounted investees
|
| | | | (0.1) | | | | | | (0.2) | | | | | | (0.2) | | | | | | 0.1 | | |
Profit (loss) before income taxes
|
| | | | 13.8 | | | | | | 34.2 | | | | | | 26.7 | | | | | | (75.9) | | |
Taxes on income
|
| | | | (3.3) | | | | | | (5.3) | | | | | | (5.5) | | | | | | 17.6 | | |
Profit (loss) for the year
|
| | | | 10.5 | | | | | | 28.9 | | | | | | 21.1% | | | | | | (58.3)% | | |
Profit (loss) for the year attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | 3.6 | | | | | | 17.9 | | | | | | 10.9% | | | | | | (62.4)% | | |
Non-controlling interests
|
| | | | 6.9 | | | | | | 11.0 | | | | | | 10.21 | | | | | | 4.0 | | |
|
| | |
Six months ended June 30,
|
| |
$ Change
|
| ||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||
| | |
Unaudited
|
| |||||||||||||||
Electricity and operation of facilities
|
| | | $ | 70,226 | | | | | $ | 41,926 | | | | | $ | 28,300 | | |
Construction and management services
|
| | | | 4,713 | | | | | | 2,725 | | | | | | 1,987 | | |
Total revenues
|
| | | $ | 74,939 | | | | | $ | 44,652 | | | | | $ | 30,287 | | |
|
| | |
Six months ended June 30,
|
| |
$ Change
|
| ||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||
| | |
Unaudited
|
| |||||||||||||||
Operating and maintenance
|
| | | $ | 11,557 | | | | | $ | 6,861 | | | | | $ | 4,696 | | |
Construction and management services
|
| | | | 2,724 | | | | | | 2,174 | | | | | | 550 | | |
Total cost of sales
|
| | | $ | 14,281 | | | | | $ | 9,035 | | | | | $ | 5,246 | | |
|
| | |
Six months ended June 30,
|
| |
$ Change
|
| ||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||
| | |
Unaudited
|
| |||||||||||||||
General and administrative expenses
|
| | | $ | 13,912 | | | | | $ | 4,665 | | | | | $ | 9,247 | | |
Selling, marketing and project promotion expenses
|
| | | | 1,554 | | | | | | 1,723 | | | | | | (169) | | |
Development expenses
|
| | | | 1,099 | | | | | | — | | | | | | 1,099 | | |
Transaction costs in respect of acquisition of activity in the United States
|
| | | | — | | | | | | 3,379 | | | | | | (3,379) | | |
Total operating costs and expenses
|
| | | $ | 16,565 | | | | | $ | 9,767 | | | | | $ | 6,798 | | |
|
| | |
Six months ended June 30,
|
| |
$ Change
|
| ||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||
| | |
Unaudited
|
| |||||||||||||||
Finance income
|
| | | $ | 13,303 | | | | | $ | 15,085 | | | | | $ | (1,782) | | |
Finance expense
|
| | | | (31,663) | | | | | | (17,559) | | | | | | (14,104) | | |
Total Finance Income / (Expense)
|
| | | $ | (18,360) | | | | | $ | (2,474) | | | | | $ | (15,886) | | |
|
| | |
Year ended December 31,
|
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Electricity and operation of facilities
|
| | | $ | 94,309 | | | | | $ | 67,769 | | | | | $ | 26,540 | | |
Construction and management services
|
| | | | 8,152 | | | | | | 2,555 | | | | | | 5,597 | | |
Total revenues
|
| | | $ | 102,461 | | | | | $ | 70,324 | | | | | $ | 32,137 | | |
|
| | |
Year ended December 31,
|
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Operating and maintenance
|
| | | $ | 15,663 | | | | | $ | 12,436 | | | | | $ | 3,227 | | |
Construction and management services
|
| | | | 6,114 | | | | | | 2,294 | | | | | | 3,820 | | |
Total cost of sales
|
| | | $ | 21,777 | | | | | $ | 14,730 | | | | | $ | 7,047 | | |
|
| | |
Year ended December 31,
|
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
General and administrative expenses
|
| | | $ | 15,569 | | | | | $ | 9,018 | | | | | $ | 6,551 | | |
Selling, marketing and project promotion expenses
|
| | | | 3,617 | | | | | | 2,257 | | | | | | 1,360 | | |
Development expenses
|
| | | | 1,099 | | | | | | 719 | | | | | | 380 | | |
Transaction costs in respect of acquisition of activity in the United States
|
| | | | 7,331 | | | | | | — | | | | | | 7,331 | | |
Total operating costs and expenses
|
| | | $ | 27,616 | | | | | $ | 11,994 | | | | | $ | 15,622 | | |
|
| | |
Year ended December 31,
|
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Finance income
|
| | | $ | 30,333 | | | | | $ | 17,214 | | | | | $ | 13,119 | | |
Finance expense
|
| | | | (37,175) | | | | | | (31,408) | | | | | | (5,767) | | |
Early repayment fees
|
| | | | — | | | | | | (67,594) | | | | | | 67,594 | | |
Total Finance Income / (Expense)
|
| | | $ | (6,842) | | | | | $ | (81,788) | | | | | $ | 74,946 | | |
|
| | |
For the six months ended June 30, 2022 (in thousands)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
Segment Revenues
|
| | | $ | 33,384 | | | | | $ | 37,946 | | | | | $ | 9,596 | | | | | $ | 7,928 | | | | | $ | (3,216)(1) | | | | | $ | 85,638 | | |
Segment Adjusted EBITDA
|
| | | $ | 28,625 | | | | | $ | 30,773 | | | | | $ | 7,480 | | | | | $ | 2,573 | | | | | $ | (7,813)(2) | | | | | $ | 61,638 | | |
|
| | |
For the six months ended June 30, 2021 (in thousands)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
Segment Revenues
|
| | | | $26,993 | | | | | | $28,605 | | | | | | $2,822 | | | | | | $8,287 | | | | | | $(5,561)(1) | | | | | | $61,146 | | |
Segment Adjusted EBITDA
|
| | | | $23,498 | | | | | | $23,988 | | | | | | $2,084 | | | | | | $2,962 | | | | | | $(5,229)(2) | | | | | | $47,303 | | |
|
| | |
For the year ended December 31, 2021 (in thousands)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
Segment Revenues
|
| | | | $51,776 | | | | | | $61,326 | | | | | | $14,064 | | | | | | $19,046 | | | | | | $(10,894)(1) | | | | | | $135,318 | | |
Segment Adjusted EBITDA
|
| | | | $44,549 | | | | | | $51,610 | | | | | | $11,183 | | | | | | $6,623 | | | | | | $(14,897)(2) | | | | | | $99,068 | | |
|
| | |
For the year ended December 31, 2020 (in thousands)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
Segment Revenues
|
| | | | $48,119 | | | | | | $48,286 | | | | | | $2,613 | | | | | | $13,420 | | | | | | $(10,864)(1) | | | | | | $101,574 | | |
Segment Adjusted EBITDA
|
| | |
|
$40,722
|
| | | |
|
$40,317
|
| | | |
|
$1,222
|
| | | |
|
$3,693
|
| | | |
|
$(8,210)(2)
|
| | | |
|
$77,744
|
| |
|
| | |
Six months ended June 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Revenues
|
| | | | $74,939 | | | | | | $44,652 | | | | | | $102,461 | | | | | | $70,324 | | |
Proceeds from the sale of electricity recognized as Financial Assets Payments
|
| | | | (10,699) | | | | | | (16,493) | | | | | | (32,857) | | | | | | (31,250) | | |
Total Segment Revenues
|
| | | | $85,638 | | | | | | $61,145 | | | | | | $135,318 | | | | | | $101,574 | | |
| | |
Six months ended June 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Net Income
|
| | | | $7,863 | | | | | | $12,904 | | | | | | $21,675 | | | | | | $(41,035) | | |
Depreciation and amortization
|
| | | | (17,032) | | | | | | (8,373) | | | | | | (20,500) | | | | | | (15,867) | | |
Share based compensation
|
| | | | (5,110) | | | | | | (1,228) | | | | | | (3,980) | | | | | | (2,253) | | |
U.S. acquisition expense
|
| | | | — | | | | | | (3,379) | | | | | | (7,331) | | | | | | — | | |
Finance income
|
| | | | 13,303 | | | | | | 15,085 | | | | | | 30,333 | | | | | | 17,214 | | |
Finance expenses
|
| | | | (31,663) | | | | | | (17,559) | | | | | | (37,175) | | | | | | (31,408) | | |
Early prepayment fee
|
| | | | — | | | | | | — | | | | | | — | | | | | | (67,594) | | |
Share of losses of equity accounted investees
|
| | | | (70) | | | | | | (95) | | | | | | (189) | | | | | | 26 | | |
Taxes on income
|
| | | | (2,503) | | | | | | (2,357) | | | | | | (5,694) | | | | | | 12,353 | | |
Proceeds from the sale of electricity recognized as Financial Assets Payments
|
| | | | 10,699 | | | | | | 16,493 | | | | | | 32,857 | | | | | | 31,250 | | |
Total Segment Adjusted EBITDA
|
| | | | $61,638 | | | | | | $47,303 | | | | | | $99,068 | | | | | | $77,744 | | |
Series
|
| |
Debt Outstanding
as of June 30, 2022 (USD in millions)* |
| |
Effective
interest rate |
| |
Effective interest
rate debt component only |
| |
Indexation
|
| |
Bond rating as of
June 30, 2022 |
| |
Duration
(Years) |
| ||||||||||||
C
|
| | | $ | 152 | | | | | | 3.2% | | | | | | 1.5% | | | |
None
|
| |
A2.il stable
|
| | | | 6.5 | | |
D
|
| | | $ | 110 | | | | | | 3.2% | | | | | | 3.2% | | | |
None
|
| |
A2.il stable
|
| | | | 6.3 | | |
E
|
| | | $ | 29 | | | | | | 4.4% | | | | | | 4.4% | | | |
None
|
| |
Unrated
|
| | | | 2.5 | | |
F
|
| | | $ | 139 | | | | | | 3.1% | | | | | | 3.1% | | | |
None
|
| |
A2.il stable
|
| | | | 3.5 | | |
| | |
Six months ended June 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||
| | |
Unaudited
|
| | | | | | | | | | | | | |||||||||
Net cash provided by operating activities
|
| | | $ | 33.7 | | | | | $ | 22.9 | | | | | $ | 52.0 | | | | | $ | 38.8 | | |
Cash from financing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Project level finance net of repayments
|
| | | | 190.0 | | | | | | 182.7 | | | | | | 331.1 | | | | | | 210.4 | | |
Project level tax equity
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Project level cash from equity partners net of distributions
|
| | | | 14.6 | | | | | | 15.8 | | | | | | 65.6 | | | | | | 18.9 | | |
Holding company debt issuance net of repayments
|
| | | | 46.1 | | | | | | (1.4) | | | | | | 196.8 | | | | | | 45.2 | | |
Holding company equity issuance
|
| | | | 69.3 | | | | | | 175.1 | | | | | | 175.1 | | | | | | 105.9 | | |
Deferred financing costs
|
| | | | (2.6) | | | | | | (5.8) | | | | | | (9.9) | | | | | | (31.5) | | |
Other
|
| | | | 1.7 | | | | | | (2.4) | | | | | | (6.3) | | | | | | (5.4) | | |
Total cash from financing activities
|
| | | $ | 319.0 | | | | | $ | 364.1 | | | | | $ | 752.3 | | | | | $ | 343.5 | | |
Total Sources
|
| | | $ | 352.7 | | | | | $ | 387.0 | | | | | $ | 804.3 | | | | | $ | 382.3 | | |
Net cash used in investing activities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Capital Expenditures and acquisition expenses
|
| | | $ | 338.9 | | | | | $ | 171.3 | | | | | $ | 640.4 | | | | | $ | 481.9 | | |
Short term investments
|
| | | | (0.2) | | | | | | 0.3 | | | | | | 4.2 | | | | | | 10.6 | | |
Total Uses
|
| | | | 338.7 | | | | | | 171.6 | | | | | | 644.6 | | | | | | 492.4 | | |
Net change in cash
|
| | | $ | 14.0 | | | | | $ | 215.4 | | | | |
$
|
159.7
|
| | | |
$
|
(110.1)
|
| |
|
| | |
Six months ended June 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(in thousands)
|
| |||||||||
Net cash provided by (used in) operating activities
|
| | | $ | 33,708 | | | | | $ | 22,886 | | | | | $ | 52,023 | | | | | $ | 38,810 | | |
Net cash provided by (used in) investing activities
|
| | | | (338,677) | | | | | | (171,562) | | | | | | (644,638) | | | | | | (492,450) | | |
Net cash generated from financing activities
|
| | | | 318,967 | | | | | | 364,097 | | | | | | 752,314 | | | | | | 343,528 | | |
| | |
Mature
Projects |
| |
Advanced
Development Projects |
| |
Development
Projects |
| |
Total
portfolio |
| ||||||||||||
Generation capacity (GW)
|
| | | | 3.7 | | | | | | 3.3 | | | | | | 10.5 | | | | |
|
17.4
|
| |
Storage capacity (GWh)
|
| | | | 3.0 | | | | | | 5.1 | | | | | | 9.6 | | | | |
|
17.6
|
| |
Segment
|
| |
Country
|
| |
Project name
|
| |
Technology
|
| |
Operational
year |
| |
Sales tariff
(USD per MWh) |
| |
Approximate
Enlight share |
| |
PPA/FIT
duration |
| |
Inflation
indexed PPA |
| |
Capacity
MWdc |
|
Israel
|
| |
Israel
|
| |
Emek Habacha
|
| |
Wind
|
| |
2022
|
| |
103
|
| |
41%
|
| |
2042
|
| |
Yes
|
| |
109
|
|
| | | | | |
Halutzyut
|
| |
Solar
|
| |
2015
|
| |
186
|
| |
90%
|
| |
2035
|
| |
Yes
|
| |
55
|
|
| | | | | |
Sunlight 1 + 2
|
| |
Solar
|
| |
2018—2020
|
| |
57—60
|
| |
50%—100%
|
| |
2041—2042
|
| |
Yes
|
| |
67
|
|
| | | | | |
Israel Solar
Projects |
| |
Solar
|
| |
2013—2015
|
| |
323(2)
|
| |
98%(2)
|
| |
2033—2035
|
| |
Yes
|
| |
31
|
|
Total Israel
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
262
|
|
Western Europe
|
| |
Sweden
|
| |
Picasso
|
| |
Wind
|
| |
2021
|
| |
Confidential
|
| |
69%
|
| |
2033(4)
|
| |
No
|
| |
113
|
|
| | |
Ireland
|
| |
Tully
|
| |
Wind
|
| |
2017
|
| |
80
|
| |
50%
|
| |
2032
|
| |
Yes
|
| |
14
|
|
| | |
Spain
|
| |
Gecama
|
| |
Wind
|
| |
2022
|
| |
NA
|
| |
72%
|
| |
Merchant
|
| |
NA
|
| |
329
|
|
Total Western Europe
|
| | | | | | | | | | | | | | | | | | | |
Model
|
| | | | |
456
|
|
CEE
|
| |
Kosovo
|
| |
Selac
|
| |
Wind
|
| |
2021
|
| |
86
|
| |
60%
|
| |
2034
|
| |
Yes
|
| |
105
|
|
| | |
Serbia
|
| |
Blacksmith
|
| |
Wind
|
| |
2019
|
| |
100
|
| |
50%
|
| |
2031
|
| |
Yes
|
| |
105
|
|
| | |
Croatia
|
| |
Lukovac
|
| |
Wind
|
| |
2018
|
| |
109
|
| |
50%
|
| |
2032
|
| |
Yes
|
| |
49
|
|
| | |
Hungary
|
| |
Attila
|
| |
Solar
|
| |
2019
|
| |
97
|
| |
50%
|
| |
2039
|
| |
Yes(3)
|
| |
57
|
|
Total CEE
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
316
|
|
Total consolidated projects
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
1,034
|
|
Israel (not consolidated)
|
| |
Israel
|
| |
Israel Solar
|
| |
Solar
|
| |
2020—2021
|
| |
66(2)
|
| |
50%
|
| |
2042—2046
|
| |
Yes
|
| |
24
|
|
Total consolidated and unconsolidated JVs at share
|
| | | | | | | | | | | | | | | | | | | |
13.5 years
remaining |
| | | | |
1,046
|
|
Geographic sector
|
| |
Country
|
| |
Project
name |
| |
Technology
|
| |
Expected
COD date(2) |
| |
Sales tariff
(USD per MWh)(1) |
| |
Expected
approximate Enlight share |
| |
PPA/FIT
duration |
| |
Inflation
indexed PPA |
| |
Storage
capacity MWh |
| |
Capacity
MWdc |
|
Western Europe
|
| |
Sweden
|
| |
Björnberget
|
| |
Wind
|
| |
Q1/23
|
| |
Confidential
|
| |
55%
|
| |
10 years(3)
|
| |
No
|
| | | | |
372
|
|
Total Western Europe
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
372
|
|
US(4)
|
| |
Montana
|
| |
Apex Solar
|
| |
Solar
|
| |
Q2/23
|
| |
Confidential
|
| |
90%
|
| |
20 years
|
| |
No
|
| | | | |
105
|
|
Total US
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
105
|
|
Israel
|
| |
Israel
|
| |
Genesis Wind
|
| |
Wind
|
| |
Q3/23
|
| |
94
|
| |
60%
|
| |
20 years
|
| |
Yes
|
| | | | |
189
|
|
| | | | | |
Solar + Storage 1
|
| |
Solar
|
| |
Q1/24
|
| |
57
|
| |
89%
|
| |
23 years
|
| |
Yes
|
| |
183
|
| |
106
|
|
Total Israel
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
183
|
| |
295
|
|
CEE
|
| |
Hungary
|
| |
ACDC
|
| |
Solar
|
| |
Q1/23
|
| |
66
|
| |
100%
|
| |
15 years
|
| |
Yes
|
| | | | |
26
|
|
Total CEE
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
26
|
|
Total consolidated projects
|
| | | | | | | | | | | | | | | | | | | |
16.5 years
remaining |
| | | | |
183
|
| |
798
|
|
Geographic sector
|
| |
Country
|
| |
Project name
|
| |
Technology
|
| |
Expected
COD date(2) |
| |
Expected
approximate Enlight share |
| |
PPA/FIT
duration |
| |
Inflation
indexed PPA |
| |
Storage
capacity MWh |
| |
Capacity
MWdc |
|
Israel
|
| |
Israel
|
| |
Solar + Storage 2
|
| |
Solar
|
| |
Q3/24(3)
|
| |
53%
|
| |
23 years
|
| |
Yes
|
| |
492
|
| |
165
|
|
| | |
Israel
|
| |
Genesis Wind Expansion
|
| |
Wind
|
| |
Q3/23
|
| |
60%
|
| |
20 years
|
| |
Yes
|
| |
—
|
| |
18
|
|
| | |
Israel
|
| |
Yatir
|
| |
Wind
|
| |
Q2/25
|
| |
50%
|
| |
—
|
| |
—
|
| |
—
|
| |
38
|
|
Total Israel
|
| | | | | | | | | | | | | | | | | | | | | | |
492
|
| |
221
|
|
US(3)
|
| |
New Mexico
|
| |
Atrisco
|
| |
Solar
|
| |
Q2/24
|
| |
90%
|
| |
20 years
|
| |
No
|
| |
600
|
| |
360
|
|
| | |
Iowa
|
| |
Coggon
|
| |
Solar
|
| |
Q1/24
|
| |
90%
|
| |
20 years
|
| |
No
|
| |
—
|
| |
127
|
|
| | |
Michigan
|
| |
Gemstone
|
| |
Solar
|
| |
Q4/24
|
| |
90%
|
| |
20 years
|
| |
No
|
| |
—
|
| |
165
|
|
| | |
Utah
|
| |
Faraday A
|
| |
Solar
|
| |
Q4/24
|
| |
90%
|
| |
—
|
| |
NA
|
| |
105
|
| |
68
|
|
| | |
Arizona
|
| |
Co bar A
|
| |
Solar
|
| |
Q4/24
|
| |
90%
|
| |
18 years
|
| |
No
|
| |
—
|
| |
100
|
|
| | |
Arizona
|
| |
Co bar SRP
|
| |
Solar
|
| |
Q4/24
|
| |
90%
|
| |
20 years(4)
|
| |
No
|
| |
1,600
|
| |
480
|
|
Total US
|
| | | | | | | | | | | | | | | | | | | | | | |
2,305
|
| |
1,300
|
|
CEE
|
| |
Hungary
|
| |
Tapolca
|
| |
Solar
|
| |
Q2/24
|
| |
100%
|
| |
Merchant
|
| |
NA
|
| |
—
|
| |
60
|
|
Total CEE
|
| | | | | | | | | | | | | | | | |
Model
|
| | | | |
—
|
| |
60
|
|
Total consolidated projects
|
| | | | | | | | | | | | | | | | | | | | | | |
2,797
|
| |
1,581
|
|
Israel (not consolidated)
|
| |
Israel
|
| |
Dual-use tender 1
|
| |
Solar
|
| |
Q1/25
|
| |
50%
|
| |
15 years
|
| |
Yes
|
| |
—
|
| |
40
|
|
Total consolidated and consolidated JVs at share
|
| | | | | | | | | | | | | | | | |
20.1 years
remaining |
| | | | |
2,797
|
| |
1,601
|
|
Geographic sector
|
| |
State
|
| |
Project
name |
| |
Technology
|
| |
Expected
COD date(2) |
| |
Enlight
share |
| |
PPA/FIT
duration |
| |
Inflation
indexed PPA |
| |
Storage
capacity MWh |
| |
Capacity
MWdc |
|
US(3)
|
| |
Indiana
|
| |
Rustic hills 1
|
| |
Solar
|
| |
Q4/24
|
| |
90%
|
| |
20 years
|
| |
No
|
| |
—
|
| |
127
|
|
| | | | | |
Rustic hills 2
|
| |
Solar
|
| |
Q4/24
|
| |
90%
|
| |
25 years
|
| |
No
|
| |
—
|
| |
127
|
|
Total contracted projects
|
| | | | | | | | | | | | | | | | |
22.5 years
remaining |
| | | | |
1,600
|
| |
254
|
|
Technology
|
| |
Location
|
| |
Expected
COD |
| |
PPA/FIT
duration |
| |
Price per
MWh USD |
| |
Offtaker
|
| |
Capacity
(MWdc) |
| ||||||||||||
Wind
|
| | | | Israel | | | |
Q3 2023
|
| |
20 years
|
| | | | 94 | | | | | | IEC | | | | | | 189 | | |
Technology
|
| |
Location
|
| |
COD
|
| |
PPA/FIT
duration |
| |
Price per
MWh USD |
| |
Offtaker
|
| |
Capacity
(MWdc) |
| ||||||||||||
Wind
|
| | | | Spain | | | |
Q2 2022
|
| |
Merchant Model with
rolling hedges |
| | | | NA | | | | | | NA | | | | | | 329 | | |
Technology
|
| |
Location
|
| |
Expected
COD |
| |
PPA/FIT
duration |
| |
Price per
MWh USD |
| |
Offtaker
|
| |
Capacity
(MWdc) |
| ||||||
Solar
|
| |
Montana,
United States
|
| |
Q2 2023
|
| |
20 years
|
| | | | Confidential | | | |
NorthWestern
|
| | | | 105 | | |
Geographic Sector
|
| |
Country
|
| |
Technology
|
| |
Generation
capacity MWdc |
| |
Storage
capacity MWh |
| ||||||
Western Europe
|
| |
Spain
|
| |
Solar
|
| | | | 740 | | | | | | 100 | | |
| | |
Italy
|
| |
Solar
|
| | | | 200 | | | | | | 800 | | |
Total Western Europe
|
| | | | |
Solar
|
| | | | 940 | | | | | | 900 | | |
USA
|
| |
USA
|
| |
Solar
|
| | | | 1,856 | | | | | | 4,140 | | |
Israel
|
| |
Israel
|
| |
Solar + Wind
|
| | | | 129 | | | | | | 50 | | |
Geographic Sector
|
| |
Country
|
| |
Technology
|
| |
Generation
capacity MWdc |
| |
Storage
capacity MWh |
| ||||||
Central—Eastern Europe
|
| |
Serbia & Croatia
|
| |
Solar
|
| | | | 343 | | | | | | — | | |
Total
|
| | | | | | | | |
|
3,268
|
| | | |
|
5,090
|
| |
Definitions
|
| | | |
Advanced Interconnect | | | Completed system impact study, facility study or interconnection agreement | |
Early Stage Interconnect | | | Interconnection request up to and including the initiation of the system impact study | |
No Interconnect Position | | | No interconnection request yet submitted | |
Name
|
| |
Position
|
|
Executive officers | | | | |
Gilad Yavetz
|
| | Chief Executive Officer and Director | |
Nir Yehuda
|
| | Chief Financial Officer | |
Amit Paz
|
| |
Senior Vice President of Engineering Contracting and Procurement
|
|
Ilan Goren
|
| |
Vice President of Global Project Development, Israel Business
Development and Construction |
|
Michael Avidan
|
| | Vice President, North America and President of Enlight USA | |
Directors | | | | |
Yair Seroussi
|
| | Chairman of the Board | |
Liat Benyamini
|
| | Director | |
Michal Tzuk
|
| | Director | |
Noam Breiman
|
| | Director | |
Dr. Shai Weil
|
| | Director | |
Yitzhak Betzalel
|
| | Director | |
Zvi Furman
|
| | Director | |
Name
|
| |
Position
|
| |
Salary
|
| |
Bonus
|
| |
Share-based
compensation |
| |
Car costs
|
| |
Total
|
| |||||||||||||||
| | | | | |
(In thousands)
|
| |||||||||||||||||||||||||||
Gilad Yavetz(1)
|
| | Chief Executive Officer and Director | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||
Zafrir Yoeli(2)
|
| | Senior Vice President of Marketing, Sales, and Business Development and Director | | |
|
| |
|
| |
|
| |
|
| |
|
| |||||||||||||||
Amit Paz(3)
|
| | Senior Vice President of Engineering and Operations | | |
|
| |
|
| |
|
| |
|
| |
|
| |||||||||||||||
Nir Yehuda(4)
|
| | Chief Financial Officer | | |
|
| |
|
| |
|
| |
|
| |
|
| |||||||||||||||
Meron Carr(5)
|
| | Vice President of Projects Development | | |
|
| |
|
| |
|
| |
|
| |
|
|
| | | | | | | | | | | | | | |
Shares beneficially owned after offering
|
| |||||||||
| | |
Shares beneficially
owned prior to offering |
| |
Assuming underwriters’
option to purchase additional ordinary shares is not exercised |
| |
Assuming underwriters’
option to purchase additional ordinary shares is exercised in full |
| |||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||
Principal shareholders | | | | | | | | | | | | | | | | | | | | | | | | | |
Migdal Insurance and Financial Holdings Ltd(1)
|
| | | | 130,288,898 | | | | | | 13.50% | | | | | | | | | | | | | | |
Harel Insurance Investments & Financial Services Ltd(2)
|
| | | | 85,408,069 | | | | | | 8.93% | | | | | | | | | | | | | | |
Clal Insurance Enterprises Holdings Ltd.(3)
|
| | | | 54,927,434 | | | | | | 5.74% | | | | | | | | | | | | | | |
The Phoenix Holdings Ltd.(4)
|
| | | | 108,425,477 | | | | | | 11.23% | | | | | | | | | | | | | | |
Menora Mivtachim Holdings Ltd.(5)
|
| | | | 52,075,753 | | | | | | 5.44% | | | | | | | | | | | | | | |
Meitav Dash Investments Ltd.(6)
|
| | | | 69,684,187 | | | | | | 7.28% | | | | | | | | | | | | | | |
Yelin Lapidot Holdings Management Ltd.(7)
|
| | | | 57,714,309 | | | | | | 5.98% | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Shares beneficially owned after offering
|
| |||||||||
| | |
Shares beneficially
owned prior to offering |
| |
Assuming underwriters’
option to purchase additional ordinary shares is not exercised |
| |
Assuming underwriters’
option to purchase additional ordinary shares is exercised in full |
| |||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||
Directors and executive officers | | | | | | | | | | | | | | | | | | | | | | | | | |
Gilad Yavetz(8)
|
| | | | 15,386,449 | | | | | | 1.60% | | | | | | | | | | | | | | |
Nir Yehuda(9)
|
| | | | 1,082,893 | | | | | | * | | | | | | | | | | | | | | |
Amit Paz(10)
|
| | | | 14,261,941 | | | | | | 1.48% | | | | | | | | | | | | | | |
Ilan Goren(11)
|
| | | | 759,314 | | | | | | * | | | | | | | | | | | | | | |
Michael Avidan
|
| | | | — | | | | | | * | | | | | | | | | | | | | | |
Yair Seroussi(12)
|
| | | | 2,000,000 | | | | | | * | | | | | | | | | | | | | | |
Liat Benyamini
|
| | | | — | | | | | | * | | | | | | | | | | | | | | |
Michal Tzuk
|
| | | | — | | | | | | * | | | | | | | | | | | | | | |
Noam Breiman
|
| | | | — | | | | | | * | | | | | | | | | | | | | | |
Dr. Shai Weil(13)
|
| | | | 8,481,558 | | | | | | * | | | | | | | | | | | | | | |
Yitzhak Betzalel
|
| | | | — | | | | | | * | | | | | | | | | | | | | | |
Zvi Furman
|
| | | | — | | | | | | * | | | | | | | | | | | | | | |
All executive officers and directors as a group (12 persons)
|
| | |
|
41,972,155
|
| | | |
|
4.31%
|
| | | | | | | | | | | | | |
Name
|
| |
Number of shares
|
|
J.P. Morgan Securities LLC
|
| | | |
BofA Securities, Inc.
|
| | | |
| | | | |
Total | | | | |
| | |
Without option
to purchase additional shares exercise |
| |
With full option
to purchase additional shares exercise |
| ||||||
Per Share
|
| | | $ | | | | | $ | | | ||
Total
|
| | | $ | | | | | $ | | | |
Expenses
|
| |
Amount
|
| |||
SEC registration fee
|
| | | $ | * | | |
FINRA filing fee
|
| | | | * | | |
Stock exchange listing fee
|
| | | | * | | |
Transfer agent’s fee
|
| | | | * | | |
Printing and engraving expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Miscellaneous costs
|
| | | | * | | |
Total
|
| | | $ | * | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial statements: | | | | | | | |
| | | | F-3-F-4 | | | |
| | | | F-5-F-6 | | | |
| | | | F-7-F-8 | | | |
| | | | F-9-F-12 | | | |
| | | | F-13-F-108 | | |
| | |
Page
|
| |||
Condensed consolidated financial statements (unaudited): | | | | | | | |
| | | | F-110 | | | |
| | | | F-112 | | | |
| | | | F-114 | | | |
| | | | F-116 | | | |
| | | | F-120 | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
| | | | | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Assets | | | | | ||||||||||||
Current assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| |
5A
|
| | |
|
265,933
|
| | | | | 99,330 | | |
Restricted cash
|
| |
5B
|
| | |
|
35,179
|
| | | | | 87,763 | | |
Financial assets at fair value through profit or loss
|
| |
27C
|
| | |
|
39,364
|
| | | | | 32,509 | | |
Trade receivables
|
| |
6
|
| | |
|
17,900
|
| | | | | 11,419 | | |
Other receivables
|
| |
7
|
| | |
|
28,147
|
| | | | | 27,686 | | |
Current maturities of contract assets
|
| |
9
|
| | |
|
16,789
|
| | | | | 15,098 | | |
Other financial assets
|
| | | | | |
|
9,999
|
| | | | | — | | |
Total current assets
|
| | | | | |
|
413,311
|
| | | | | 273,805 | | |
Non-current assets | | | | | | | | | | | | | | | | |
Restricted cash
|
| |
5B
|
| | |
|
21,368
|
| | | | | 19,731 | | |
Other long term receivables
|
| | | | | |
|
6,334
|
| | | | | 527 | | |
Deferred costs in respect of projects
|
| |
8A(1)
|
| | |
|
171,427
|
| | | | | 15,069 | | |
Deferred borrowing costs
|
| | | | | |
|
21,138
|
| | | | | 26,096 | | |
Investments in equity accounted investees
|
| |
8C
|
| | |
|
—
|
| | | | | 32,464 | | |
Loans to investee companies
|
| |
8C
|
| | |
|
26,264
|
| | | | | 43,717 | | |
Advance payment on account of share purchases
|
| | | | | |
|
—
|
| | | | | 970 | | |
Contract assets
|
| |
9
|
| | |
|
270,253
|
| | | | | 271,153 | | |
Fixed assets, net
|
| |
10
|
| | |
|
1,488,829
|
| | | | | 937,934 | | |
Intangible assets, net
|
| |
11
|
| | |
|
247,059
|
| | | | | 90,574 | | |
Deferred taxes
|
| |
17
|
| | |
|
21,864
|
| | | | | 13,802 | | |
Right-of-use asset, net
|
| |
26
|
| | |
|
105,250
|
| | | | | 80,965 | | |
Financial assets at fair value through profit or loss
|
| |
27C, 30A(11)
|
| | |
|
28,682
|
| | | | | 10,115 | | |
Other financial assets
|
| | | | | |
|
13,561
|
| | | | | — | | |
Total non-current assets
|
| | | | | |
|
2,422,029
|
| | | | | 1,543,117 | | |
Total assets
|
| | | | | |
|
2,835,340
|
| | | | | 1,816,922 | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
| | | | | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Liabilities and equity | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Credit and current maturities of loans from banking corporations and other financial institutions
|
| |
14
|
| | |
|
61,822
|
| | | | | 208,293 | | |
Trade payables
|
| |
12
|
| | |
|
27,417
|
| | | | | 7,960 | | |
Other payables
|
| |
13
|
| | |
|
46,058
|
| | | | | 79,716 | | |
Current maturities of debentures
|
| |
15
|
| | |
|
17,914
|
| | | | | 17,329 | | |
Current maturities of loans from non-controlling
interests |
| |
14
|
| | |
|
—
|
| | | | | 5,433 | | |
Current maturities of lease liability
|
| |
26
|
| | |
|
5,686
|
| | | | | 5,605 | | |
Other financial liabilities
|
| |
27D
|
| | |
|
42,169
|
| | | | | 1,457 | | |
Total current liabilities
|
| | | | | |
|
201,066
|
| | | | | 325,793 | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Debentures
|
| |
15
|
| | |
|
286,656
|
| | | | | 186,777 | | |
Convertible debentures
|
| |
15
|
| | |
|
100,995
|
| | | | | — | | |
Loans from banking corporations and other financial institutions
|
| |
14
|
| | |
|
1,168,569
|
| | | | | 632,144 | | |
Loans from non-controlling interests
|
| |
14
|
| | |
|
78,113
|
| | | | | 40,808 | | |
Other financial liabilities
|
| |
27D
|
| | |
|
93,252
|
| | | | | 19,056 | | |
Deferred taxes
|
| |
17
|
| | |
|
12,411
|
| | | | | 8,498 | | |
Other long term payables
|
| | | | | |
|
1,132
|
| | | | | 2,453 | | |
Employee benefits
|
| |
8A(1)
|
| | |
|
6,911
|
| | | | | — | | |
Lease liability
|
| |
26
|
| | |
|
99,960
|
| | | | | 74,124 | | |
Asset retirement obligation
|
| | | | | |
|
28,894
|
| | | | | 14,863 | | |
Total non-current liabilities
|
| | | | | |
|
1,876,893
|
| | | | | 978,723 | | |
Total liabilities
|
| | | | | |
|
2,077,959
|
| | | | | 1,304,516 | | |
Equity
|
| |
18
|
| | | | | | | | | | | | |
Ordinary share capital
|
| | | | | |
|
2,549
|
| | | | | 2,239 | | |
Share premium
|
| | | | | |
|
556,161
|
| | | | | 380,529 | | |
Capital reserves
|
| | | | | |
|
(4,514)
|
| | | | | 25,966 | | |
Proceeds on account of convertible options
|
| | | | | |
|
10,405
|
| | | | | — | | |
Accumulated loss
|
| | | | | |
|
(31,963)
|
| | | | | (43,180) | | |
Equity attributable to owners of the Company
|
| | | | | |
|
532,638
|
| | | | | 365,554 | | |
Non-controlling interests
|
| | | | | |
|
224,743
|
| | | | | 146,852 | | |
Total equity
|
| | | | | |
|
757,381
|
| | | | | 512,406 | | |
Total liabilities and equity
|
| | | | | |
|
2,835,340
|
| | | | | 1,816,922 | | |
|
Yair Seroussi
Chairman of the Board of Directors |
| |
Gilad Yavetz
CEO and Board Member |
| |
Nir Yehuda
CFO |
|
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
| | | | | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Revenues
|
| |
21
|
| | |
|
102,461
|
| | | | | 70,324 | | |
Cost of sales
|
| |
22
|
| | |
|
(21,777)
|
| | | | | (14,730) | | |
Depreciation and amortization
|
| | | | | |
|
(19,446)
|
| | | | | (15,226) | | |
Gross profit
|
| | | | | |
|
61,238
|
| | | | | 40,368 | | |
General and administrative expenses
|
| |
24
|
| | |
|
(15,569)
|
| | | | | (9,018) | | |
Selling, marketing and project promotion expenses
|
| |
23
|
| | |
|
(3,617)
|
| | | | | (2,257) | | |
Development expenses
|
| | | | | |
|
(1,099)
|
| | | | | (719) | | |
Transaction costs in respect of acquisition of activity in the United
States |
| |
8A(1)
|
| | |
|
(7,331)
|
| | | | | — | | |
Other income
|
| | | | | |
|
778
|
| | | | | — | | |
| | | | | | |
|
(26,838)
|
| | | | | (11,994) | | |
Operating profit
|
| | | | | |
|
34,400
|
| | | | | 28,374 | | |
Finance income
|
| |
25B
|
| | |
|
30,333
|
| | | | | 17,214 | | |
Finance expenses
|
| |
25A
|
| | |
|
(37,175)
|
| | | | | (31,408) | | |
Total finance expenses, net before early prepayment fee
|
| | | | | |
|
(6,842)
|
| | | | | (14,194) | | |
Pre-tax profit before early prepayment fee
|
| | | | | |
|
27,558
|
| | | | | 14,180 | | |
Early prepayment fee
|
| |
25C
|
| | |
|
—
|
| | | | | (67,594) | | |
Profit (loss) before tax and equity gains (loss)
|
| | | | | |
|
27,558
|
| | | | | (53,414) | | |
Share of (loss) profits of equity accounted investees
|
| | | | | |
|
(189)
|
| | | | | 26 | | |
Profit (loss) before income taxes
|
| | | | | |
|
27,369
|
| | | | | (53,388) | | |
Taxes on income
|
| |
17C
|
| | |
|
(5,694)
|
| | | | | 12,353 | | |
Profit (loss) for the year
|
| | | | | |
|
21,675
|
| | | | | (41,035) | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | |
Amounts which will be classified in the future under profit or loss, net of tax:
|
| | | | | | | | | | | | | | | |
Foreign currency translation differences for foreign operations
|
| | | | | |
|
(67,305)
|
| | | | | (719) | | |
Effective portion of changes in fair value of cash flow hedges,
net |
| |
27
|
| | |
|
(9,168)
|
| | | | | (4,550) | | |
Other comprehensive income item that will not be transfer to profit or loss:
|
| | | | | | | | | | | | | | | |
Presentation currency translation adjustment
|
| | | | | |
|
29,510
|
| | | | | 33,734 | | |
Total other comprehensive (loss) income for the year
|
| | | | | |
|
(46,963)
|
| | | | | 28,465 | | |
Total comprehensive loss for the year
|
| | | | | | | (25,288) | | | | | | (12,570) | | |
Profit (loss) for the year attributed to: | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | | |
|
11,217
|
| | | | | (43,869) | | |
Non-controlling interests
|
| | | | | |
|
10,458
|
| | | | | 2,834 | | |
| | | | | | |
|
21,675
|
| | | | | (41,035) | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
| | | | | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Comprehensive income (loss) for the year attributed to: | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | | |
|
(25,748)
|
| | | | | (24,644) | | |
Non-controlling interests
|
| | | | | |
|
460
|
| | | | | 12,074 | | |
| | | | | | |
|
(25,288)
|
| | | | | (12,570) | | |
Earnings (loss) per ordinary share (in USD) with a par value of
NIS 0.01, attributable to owners of the parent Company: |
| |
19
|
| | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | | | | |
|
0.01
|
| | | | | (0.06) | | |
Diluted earnings (loss) per share
|
| | | | | |
|
0.01
|
| | | | | (0.06) | | |
Weighted average of share capital used in the calculation of earnings (loss):
|
| | | | | | | | | | | | | | | |
Basic per share
|
| | | | | |
|
937,492,190
|
| | | | | 782,977,562 | | |
Diluted per share
|
| | | | | |
|
981,086,687
|
| | | | | 782,977,562 | | |
| | | | | | | | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | |
Owners of the parent company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Capital reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | |
Share
capital |
| |
Share
premium |
| |
Proceeds on
account of convertible options |
| |
Controlling
shareholders |
| |
Transactions
with non- controlling interests |
| |
Transactions
Share-based payment |
| |
Hedge
reserve |
| |
Translation
reserve from foreign operation |
| |
Translation
reserve from currency Presentation |
| |
Accumulated
loss |
| |
Total
attributable to the owners of the company |
| |
Non-
controlling interests |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2021
|
| | | | 2,239 | | | | | | 380,529 | | | | | | — | | | | | | 5,378 | | | | | | (19,432) | | | | | | 13,615 | | | | | | (8,325) | | | | | | (2,350) | | | | | | 37,080 | | | | | | (43,180) | | | | | | 365,554 | | | | | | 146,852 | | | | | | 512,406 | | |
Income for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,217 | | | | | | 11,217 | | | | | | 10,458 | | | | | | 21,675 | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value changes of financial instruments used for cash
flow hedging, net of tax |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(6,223)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(6,223)
|
| | | |
|
(2,945)
|
| | | |
|
(9,168)
|
| |
Exchange differences due to translation of foreign operations
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(52,610)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(52,610)
|
| | | |
|
(14,695)
|
| | | |
|
(67,305)
|
| |
Other comprehensive income item that will not be transfer to profit or loss:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presentation currency translation adjustment
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
21,868
|
| | | |
|
—
|
| | | |
|
21,868
|
| | | |
|
7,642
|
| | | |
|
29,510
|
| |
Total comprehensive income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,223) | | | | | | (52,610) | | | | | | 21,868 | | | | | | — | | | | | | (36,965) | | | | | | (9,998) | | | | | | (46,963) | | |
Total comprehensive income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,223) | | | | | | (52,610) | | | | | | 21,868 | | | | | | 11,217 | | | | | | (25,748) | | | | | | 460 | | | | | | (25,288) | | |
Share-based payment
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
6,485
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
6,485
|
| | | |
|
—
|
| | | |
|
6,485
|
| |
Issue of ordinary shares
|
| | |
|
284
|
| | | |
|
175,632
|
| | | | | | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
175,916
|
| | | |
|
—
|
| | | |
|
175,916
|
| |
Issuance of convertible debentures
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
10,405
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
10,405
|
| | | |
|
—
|
| | | |
|
10,405
|
| |
Conversion of share options
|
| | |
|
26
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
26
|
| | | |
|
—
|
| | | |
|
26
|
| |
Initial consolidation of Bjorn (see Note 30 A (11))
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
22,726
|
| | | |
|
22,726
|
| |
Investment by non- controlling interest in subsidiaries
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
56,998
|
| | | |
|
56,998
|
| |
Dividends and distribution to by non- controlling interest
in subsidiaries |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(2,293)
|
| | | |
|
(2,293)
|
| |
| | | | | 310 | | | | | | 175,632 | | | | | | 10,405 | | | | | | — | | | | | | — | | | | | | 6,485 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 192,832 | | | | | | 77,431 | | | | | | 270,263 | | |
Balance as of December 31, 2021
|
| | | | 2,549 | | | | | | 556,161 | | | | | | 10,405 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 20,100 | | | | | | (14,548) | | | | | | (54,960) | | | | | | 58,948 | | | | | | (31,963) | | | | | | 532,638 | | | | | | 224,743 | | | | | | 757,381 | | |
| | | | | | | | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | |
Owners of the parent company
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Capital reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | |
Share
capital |
| |
Share
premium |
| |
Proceeds on
account of convertible options |
| |
Controlling
shareholders |
| |
Transactions
with non- controlling interests |
| |
Transactions
Share-based payment |
| |
Hedge
reserve |
| |
Translation
reserve from foreign operation |
| |
Translation
reserve from currency Presentation |
| |
Accumulated
loss |
| |
Total
attributable to the owners of the company |
| |
Non-
controlling interests |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2020
|
| | | | 2,031 | | | | | | 273,939 | | | | | | 197 | | | | | | 5,378 | | | | | | (3,939) | | | | | | 9,477 | | | | | | (5,069) | | | | | | (1,161) | | | | | | 13,410 | | | | | | 689 | | | | | | 294,952 | | | | | | 93,358 | | | | | | 388,310 | | |
Income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43,869) | | | | | | (43,869) | | | | | | 2,834 | | | | | | (41,035) | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value changes of financial instruments used for cash
flow hedging, net of tax |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,256) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,256) | | | | | | (1,294) | | | | | | (4,550) | | |
Exchange differences due to translation of foreign operations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,189) | | | | | | — | | | | | | — | | | | | | (1,189) | | | | | | 470 | | | | | | (719) | | |
Other comprehensive income item that will not be transfer to profit or loss:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presentation currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,670 | | | | | | — | | | | | | 23,670 | | | | | | 10,064 | | | | | | 33,734 | | |
Total comprehensive income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,256) | | | | | | (1,189) | | | | | | 23,670 | | | | | | — | | | | | | 19,225 | | | | | | 9,240 | | | | | | 28,465 | | |
Total comprehensive income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,256) | | | | | | (1,189) | | | | | | 23,670 | | | | | | (43,869) | | | | | | (24,644) | | | | | | 12,074 | | | | | | (12,570) | | |
Share-based payment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,138 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,138 | | | | | | — | | | | | | 4,138 | | |
Issue of ordinary shares
|
| | | | 188 | | | | | | 106,315 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 106,503 | | | | | | — | | | | | | 106,503 | | |
Conversion of debentures into shares
|
| | | | 1 | | | | | | 275 | | | | | | (197) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 79 | | | | | | — | | | | | | 79 | | |
Exercise of share options
|
| | | | 19 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19 | | | | | | — | | | | | | 19 | | |
Sale of rights in consolidated entities to non-controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,493) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,493) | | | | | | 49,782 | | | | | | 34,289 | | |
Dividends and distribution to by non- controlling interest
in subsidiaries |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,362) | | | | | | (8,362) | | |
| | | | | 208 | | | | | | 106,590 | | | | | | (197) | | | | | | — | | | | | | (15,493) | | | | | | 4,138 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 95,246 | | | | | | 41,420 | | | | | | 136,666 | | |
Balance as of December 31, 2020
|
| | | | 2,239 | | | | | | 380,529 | | | | | | — | | | | | | 5,378 | | | | | | (19,432) | | | | | | 13,615 | | | | | | (8,325) | | | | | | (2,350) | | | | | | 37,080 | | | | | | (43,180) | | | | | | 365,554 | | | | | | 146,852 | | | | | | 512,406 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash flows for operating activities | | | | | | | | | | | | | |
Profit (loss) for the year
|
| | |
|
21,675
|
| | | | | (41,035) | | |
Adjustments required to present cash flows from operating activities (Annex A)
|
| | |
|
24,146
|
| | | | | 89,465 | | |
Cash from operating activities
|
| | |
|
45,821
|
| | | | | 48,430 | | |
Interest receipts
|
| | |
|
1,223
|
| | | | | 1,011 | | |
Interest paid
|
| | |
|
(24,381)
|
| | | | | (41,020) | | |
Income Tax paid
|
| | |
|
(3,497)
|
| | | | | (861) | | |
Repayment of contract assets
|
| | |
|
32,857
|
| | | | | 31,250 | | |
Net cash from operating activities
|
| | |
|
52,023
|
| | | | | 38,810 | | |
Cash flows for investing activities | | | | | | | | | | | | | |
Acquisition of consolidated companies (see Annex B)
|
| | |
|
(156,496)
|
| | | | | (8,554) | | |
Restricted cash, net
|
| | |
|
47,999
|
| | | | | (17,538) | | |
Purchase, development and construction of fixed assets
|
| | |
|
(453,250)
|
| | | | | (341,929) | | |
Investment in deferred costs in respect of projects
|
| | |
|
(39,506)
|
| | | | | (12,077) | | |
Proceed from sale (purchase) of short term financial assets measured at fair value through profit or loss, net
|
| | |
|
(4,218)
|
| | | | | (10,571) | | |
Payments on account of share purchases
|
| | |
|
—
|
| | | | | (931) | | |
Payments on account of acquisition of consolidated company
|
| | |
|
(1,183)
|
| | | | | (20,189) | | |
Loan to investee
|
| | |
|
(4,091)
|
| | | | | (39,636) | | |
Investment in investee
|
| | |
|
(7,891)
|
| | | | | (30,763) | | |
loan to non-controlling interests
|
| | |
|
(6,496)
|
| | | | | — | | |
Purchase of long term financial assets measured at fair value through profit or loss
|
| | |
|
(19,506)
|
| | | | | (10,262) | | |
Net cash used in investing activities
|
| | |
|
(644,638)
|
| | | | | (492,450) | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash flows from financing activities | | | | | | | | | | | | | |
Receipt of loans from banks and other financial institutions
|
| | |
|
632,943
|
| | | | | 309,418 | | |
Repayment of loans from banks and other financial institutions
|
| | |
|
(301,837)
|
| | | | | (46,093) | | |
Issuance of debentures
|
| | |
|
107,317
|
| | | | | 97,668 | | |
Issuance of convertible debentures
|
| | |
|
106,817
|
| | | | | — | | |
Repayment of debentures
|
| | |
|
(17,348)
|
| | | | | (52,496) | | |
Distribution of profits in consolidated partnerships
|
| | |
|
(1,085)
|
| | | | | (6,120) | | |
Dividend distribution in consolidated companies
|
| | |
|
(833)
|
| | | | | (2,228) | | |
Repayment of loans from other credit providers
|
| | |
|
—
|
| | | | | (52,903) | | |
Deferred borrowing costs
|
| | |
|
(9,951)
|
| | | | | (31,540) | | |
Receipt (repayment) of loans from non-controlling interests, net
|
| | |
|
10,530
|
| | | | | 9,023 | | |
Consideration from sale of holding in consolidated entity, without loss of control
|
| | |
|
—
|
| | | | | 10,021 | | |
Increase in holding right of consolidated entity
|
| | |
|
—
|
| | | | | (30,403) | | |
Issuance of shares
|
| | |
|
175,079
|
| | | | | 105,950 | | |
Exercise of share options
|
| | |
|
25
|
| | | | | 18 | | |
Repayment of lease liability
|
| | |
|
(6,344)
|
| | | | | (5,382) | | |
Proceeds from investment in entities by non-controlling interest
|
| | |
|
57,001
|
| | | | | 38,595 | | |
Net cash from financing activities
|
| | |
|
752,314
|
| | | | | 343,528 | | |
Increase (decrease) in cash and cash equivalents
|
| | |
|
159,699
|
| | | | | (110,112) | | |
Balance of cash and cash equivalents at beginning of year
|
| | |
|
99,330
|
| | | | | 197,675 | | |
Impact of changes in exchange rates on held cash balances in foreign currency
|
| | | | 6,904 | | | | |
|
11,767
|
| |
Cash and cash equivalents at end of year
|
| | |
|
265,933
|
| | | | | 99,330 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Annex A—Adjustments Required to Present Cash Flows | | | | ||||||||||
From operating activities: | | | | | | | | | | | | | |
Income and expenses not associated with cash flows: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
20,500
|
| | | | | 15,867 | | |
Finance expenses in respect of debentures
|
| | |
|
—
|
| | | | | 559 | | |
Finance expenses in respect of project finance loans
|
| | |
|
27,699
|
| | | | | 25,885 | | |
Finance expenses in respect of prepayment of loans
|
| | |
|
—
|
| | | | | 67,594 | | |
Finance expenses in respect of loans from non-controlling interests
|
| | |
|
1,158
|
| | | | | 1,540 | | |
Finance expenses in respect of contingent consideration
|
| | |
|
2,231
|
| | | | | — | | |
Fair value changes of financial instruments measured at fair value through
profit or loss |
| | |
|
(3,145)
|
| | | | | 660 | | |
Share-based compensation
|
| | |
|
3,980
|
| | | | | 2,253 | | |
Deferred taxes
|
| | |
|
3,272
|
| | | | | (15,482) | | |
Finance expenses in respect of lease liability
|
| | |
|
1,243
|
| | | | | 1,087 | | |
Finance income in respect of contract asset
|
| | |
|
(24,310)
|
| | | | | (16,176) | | |
Exchange differences and others
|
| | |
|
3,019
|
| | | | | 338 | | |
Amortization of deferred costs in respect of projects
|
| | |
|
230
|
| | | | | 719 | | |
interest expenses from loans to investees
|
| | |
|
(1,465)
|
| | | | | (657) | | |
Company’s share in losses of investee partnerships
|
| | |
|
189
|
| | | | | 74 | | |
Finance expenses (income) in respect of forward transaction
|
| | |
|
(621)
|
| | | | | 657 | | |
| | | |
|
33,980
|
| | | | | 84,918 | | |
Changes in assets and liabilities items: | | | | | | | | | | | | | |
Change in other receivables
|
| | |
|
340
|
| | | | | (5,100) | | |
Change in trade receivables
|
| | |
|
(6,944)
|
| | | | | 4,800 | | |
Change in other payables
|
| | |
|
(4,624)
|
| | | | | 5,121 | | |
Change in trade payables
|
| | |
|
1,175
|
| | | | | (274) | | |
Change in provisions for employees
|
| | |
|
219
|
| | | | | — | | |
| | | |
|
(9,835)
|
| | | | | 4,547 | | |
| | | |
|
24,146
|
| | | | | 89,465 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Annex B—Acquisition of Newly Consolidated Companies | | | | | | | | | | | | | |
Working capital (except for cash and cash equivalents)
|
| | |
|
(42,304)
|
| | | | | 245 | | |
Restricted cash
|
| | |
|
—
|
| | | | | 174 | | |
Financial liabilities at fair value through profit or loss
|
| | |
|
(86,768)
|
| | | | | — | | |
Fixed assets
|
| | |
|
121,359
|
| | | | | 16,390 | | |
Intangible assets
|
| | |
|
164,765
|
| | | | | 15,998 | | |
Deferred costs in respect of projects
|
| | |
|
104,346
|
| | | | | — | | |
Deferred borrowing costs
|
| | |
|
5,738
|
| | | | | 293 | | |
Deferred taxes
|
| | |
|
115
|
| | | | | 122 | | |
Investment in investee
|
| | |
|
(39,803)
|
| | | | | (7,251) | | |
Right-of-use asset and lease liability, net
|
| | |
|
(633)
|
| | | | | — | | |
Loan to investee
|
| | |
|
(24,512)
|
| | | | | (17,309) | | |
Loan from non-controlling interests
|
| | |
|
(23,551)
|
| | | | | — | | |
Non-controlling interests
|
| | |
|
(22,256)
|
| | | | | (108) | | |
Total consideration which was paid, after deducting cash (cash surplus
upon consolidation) in consolidated companies |
| | | | 156,496 | | | | |
|
8,554
|
| |
| The Group | | |
—
|
| | The Company and its consolidated entities (as defined below). | |
| Interested Parties | | |
—
|
| | As defined in the Securities Law, 5728-1968, as amended. | |
| Consolidated Entities | | |
—
|
| | Companies or partnerships which are directly or indirectly under the Company’s control (as defined in IFRS 10), and whose financial reports are wholly consolidated with the Company’s reports. The active consolidated entities are as specified in Note 8. | |
|
Controlling shareholders
|
| |
—
|
| |
As defined in the Securities Regulations (Annual Financial Statements), 5770-2010.
|
|
| Related Party | | |
—
|
| | As defined in IAS 24 (2009), “Related Party Disclosures”. | |
| | |
Useful lifetime
|
| |
Depreciation
rates |
| |
Depreciation
method |
|
Wind farms
|
| |
25–30 years
|
| |
4%–3.3%
|
| |
Straight line
|
|
Photovoltaic systems
|
| |
23–24 years
|
| |
4.3%–4.16%
|
| |
Straight line
|
|
Automatic cleaning systems
|
| |
20 years
|
| |
5%
|
| |
Straight line
|
|
Others
|
| |
3–14 years
|
| |
33%–7%
|
| |
Straight line
|
|
| | |
Representative exchange rate
|
| |
CPI(*)
|
| ||||||||||||||||||||||||
| | |
EUR
|
| |
NIS
|
| |
HUF
|
| |
HRK
|
| |
Known
CPI |
| |||||||||||||||
| | |
(USD to 1)
|
| |
In points
|
| ||||||||||||||||||||||||
Date of the financial statements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2021
|
| | |
|
1.132
|
| | | |
|
0.322
|
| | | |
|
0.0031
|
| | | |
|
0.150
|
| | | |
|
104.5
|
| |
As of December 31, 2020
|
| | | | 1.227 | | | | | | 0.311 | | | | | | 0.0034 | | | | | | 0.163 | | | | | | 102.1 | | |
| | |
%
|
| |
%
|
| |
%
|
| |
%
|
| |
%
|
| |||||||||||||||
Rates of change: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the year ended: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2021
|
| | |
|
(7.7)
|
| | | |
|
3.5
|
| | | |
|
(8.8)
|
| | | |
|
(0.8)
|
| | | |
|
2.4
|
| |
As of December 31, 2020
|
| | | | 0.5 | | | | | | 7.6 | | | | | | (2.9) | | | | | | (1.5) | | | | | | (0.6) | | |
|
• Electricity production facilities
|
| | 20–30 years | |
|
• Offices
|
| | 3–7 years | |
Standard / interpretation /
amendment |
| |
Publication requirements
|
| |
Application and
transitional provisions |
| |
Expected impact
|
|
(1) Amendment to IAS 1, Presentation of Financial Statement: Classification of liabilities as current or non-current
|
| | The amendment replaces certain requirements for the classification of liabilities as current or non-current. For example, according to the amendment, a liability will be classified as non-current if the entity has the right to defer payment for a minimum period of 12 months after the end of the reporting period, which is “substantial”, and exists at the end the reporting period, instead of the requirement for a right which is “unconditional”. In accordance with the amendment, a right exists as of the reporting date only if the entity fulfills the conditions for the deferral of payment as of that date. The amendment also clarifies that the conversion right in respect of a liability will affect the classification of the entire instrument as current or non-current, unless the conversion component is an equity component. | | | The Amendment is effective for reporting periods beginning on or after January 1, 2023. with earlier application being permitted. The Amendment is applicable retrospectively, including an amendment to comparative data | | | The Group has not yet begun evaluating the implications of the standard’s adoption on the financial statements. | |
(2) Amendment to
IAS 16, Property, Plant and Equipment-Costs directly attributable fixed assets |
| |
The Amendment annuls the requirement by which in the calculation of costs directly attributable to fixed assets, the net proceeds from selling certain items that were produced while the Company tested the functioning of the asset should be deducted (such as samples that were produced when testing the equipment). Instead, such proceeds shall be recognized in profit or loss according to the relevant standards and the cost of the sold items will be measured according to the measurement requirements of
IAS 2, Inventories. |
| | The Amendment is effective for annual periods beginning on or after January 1, 2022. Early application is permitted. The Amendment shall be applied on a retrospective basis, including an amendment of comparative data, only with respect to fixed asset items that have been brought to the location and condition required for them to operate in the manner intended by management subsequent to the earliest reporting period presented at the date of initial application of the Amendment. The cumulative effect of the Amendment will adjust the opening balance of | | | The Group’s estimates that the adoption of the amendments will not have a significant impact on the financial statements. | |
Standard / interpretation /
amendment |
| |
Publication requirements
|
| |
Application and
transitional provisions |
| |
Expected impact
|
|
| | | | | | retained earnings for the earliest reporting period presented. | | | | |
(3) Amendment to IFRS 3, Business Combinations
|
| |
The Amendment replaces the requirement to recognize liabilities from business combinations in accordance with the conceptual framework, the reason being that the interaction between those instructions and the guidance provided in IAS 37 regarding recognition of liabilities was unclear in certain cases.
The Amendment adds an exception to the principle for recognizing liabilities in IFRS 3. According to the exception, contingent liabilities are to be recognized according to the requirements of IAS 37 and IFRIC 21 and not according to the conceptual framework. The Amendment prevents differences in the timing of recognizing liabilities that could have led to the recognition of gains and losses immediately after the business combination (day 2 gain or loss). The Amendment also clarifies that contingent assets are not to be recognized on the date of the business combination.
|
| | The Amendment is effective for annual periods beginning on or after January 1, 2022 | | | The Group’s estimates that the adoption of the amendments will not have a significant impact on the financial statements. | |
(4) Amendment to IAS 12
Income taxes: Deferred tax associated with assets and liabilities arising from a single transaction |
| |
The Amendment narrows the scope of the exemption from recognizing deferred taxes as a result of temporary differences created at the initial recognition of assets and/or liabilities, so that it does not apply to transactions that give rise to equal and offsetting temporary differences.
As a result, companies will need to recognize a deferred tax asset or a deferred tax liability for these temporary differences at the initial recognition of transactions that give rise to equal and offsetting temporary differences, such as lease transactions and provisions for decommissioning and restoration.
|
| |
The Amendment is effective for annual periods beginning on or after January 1, 2023, by amending the opening balance of the retained earnings or adjusting a different component of equity in the period the Amendment was first adopted.
Earlier application is permitted.
|
| | The Group has not yet begun evaluating the implications of the standard’s adoption on the financial statements. | |
Estimate
|
| |
Main assumptions
|
| |
Possible implications
|
| |
Reference
|
|
Recognition of deferred tax asset in respect of tax losses
|
| | The Group recognizes a tax asset in the statement of financial position when taxable profits are expected to arise in the future, against which the carryforward losses can be used. | | | Insofar as the Company expects that carryforward losses which were recognized as tax assets in previous periods will not be used, the Company reserved a deferred tax asset in the statement of income. | | | See Note 17, income taxes. | |
Useful lifetime of fixed assets
|
| | The Company hires the assistance of technical and legal consultants to determine the useful lifetime of the facilities which it owns and which are accounted for according to the fixed assets method. The Company is also required to use judgment when determining the depreciation period of fixed assets which reflects the future economic benefits inherent in the asset. | | | Increase or decrease in profit or loss. | | | See Note 2H3 for details regarding the useful lifetime of fixed assets. | |
Estimate
|
| |
Main assumptions
|
| |
Possible implications
|
| |
Reference
|
|
Measurement of contingent consideration in respect of business combination
|
| | For the purpose of determining the contingent consideration, the Group estimates the amount of the projected future consideration according to the milestones which were determined in the purchase agreement. | | | Increase or decrease in profit or loss. | | | See Note 8A (1) | |
Recognition of facilities as contract assets / fixed assets
|
| |
For the purpose of determining whether the Company’s engagements in connection with the construction and operation of photovoltaic systems and farms for production of electricity from wind energy are covered under IFRIC 12, significant judgment is required, including in respect of the legal interpretations regarding the series of laws, licenses and agreements in the relevant arrangement, for the purpose of determining the extent of the state’s control over the provided services, and in respect of the determination of the materiality of the residual value at the end of the agreement period.
As part of the evaluation, the Company is required to exercise judgment regarding the facility’s operating period, beyond the period of the arrangement, the expected revenues and costs from its continued operation, and the cash flow discount rate which was used in the calculation. When the conclusion is that the residual value from the continued additional operation, beyond 20 years, is negligible relative to the value of the entire facility, those facilities will fall under IFRIC 12.
|
| | If the conclusion is that the residual value from continued operation beyond 20 years is significant relative to the value of the entire facility, those facilities will fall under the application of IAS 16. | | | See Note 2J regarding service concession arrangements. | |
Recognition of project costs as assets
|
| | For the purpose of determining whether project costs can be discounted as an asset, Group management conducts an assessment in which it evaluates whether the series of statutory permits, land ties, possibility for electricity connection, etc., in the project, lead to the conclusion | | | Amortization of development costs to the statement of income. | | | See Note 2I regarding deferred project costs. | |
Estimate
|
| |
Main assumptions
|
| |
Possible implications
|
| |
Reference
|
|
| | | that the project will produce economic benefits for the Company (in other words, whether the project is expected to reach completion of construction and commercial operation). When regulatory approvals are not expected to be obtained, the Company amortizes the development costs to the statement of income. | | | | | | | |
Recoverable amount of a cash generating unit which includes goodwill
|
| | The determination of this estimate is based on discounted cash flow forecasts. The determination of cash flows is based on various assumptions regarding the results of the future operation of the cash generating unit. | | | Changes in estimates due to changes in these assumptions, or in the discount rate, could affect profit. | | | See Note 2K for details regarding the impairment of intangible assets | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash in banks
|
| | |
|
113,686
|
| | | | | 94,226 | | |
Short term deposits
|
| | |
|
152,247
|
| | | | | 5,104 | | |
| | | |
|
265,933
|
| | | | | 99,330 | | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Short term restricted cash
|
| | |
|
35,179
|
| | | | | 87,763 | | |
Long term restricted cash
|
| | |
|
21,368
|
| | | | | 19,731 | | |
| | | |
|
56,547
|
| | | | | 107,494 | | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Income receivable from electricity and the operation of facilities
revenue |
| | |
|
6,651
|
| | | | | 2,094 | | |
outstanding receivable
|
| | |
|
11,249
|
| | | | | 9,325 | | |
| | | |
|
17,900
|
| | | | | 11,419 | | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Government institutions
|
| | |
|
16,327
|
| | | | | 16,561 | | |
Other receivables
|
| | |
|
8,868
|
| | | | | 8,468 | | |
Prepaid expenses
|
| | |
|
2,952
|
| | | | | 2,657 | | |
| | | |
|
28,147
|
| | | | | 27,686 | | |
| | |
USD in thousands
|
| |||
Upfront cash payments
|
| | | | 160,548 | | |
Performance-based (“earn out”) contingent consideration(1)
|
| | | | 59,131 | | |
Liability in respect of put option(2)
|
| | | | 27,637 | | |
Total purchase consideration
|
| | |
|
247,316
|
| |
| | |
USD in thousands
|
| |||
Cash and cash equivalents
|
| | | | 499 | | |
Working capital (except for cash and cash equivalents)
|
| | | | (5,381) | | |
Deferred costs in respect of projects(*)
|
| | | | 104,346 | | |
Fixed assets, net
|
| | | | 223 | | |
Goodwill
|
| | | | 148,128 | | |
Total
|
| | |
|
247,815
|
| |
After deducting contingent consideration and liability in respect of put option
|
| | | | (86,768) | | |
After deducting cash and cash equivalents in the acquired company
|
| | | | (499) | | |
Total purchase consideration which was transferred in cash
|
| | | | 160,548 | | |
| | |
USD in thousands
|
| |||
Transferred consideration (“Upfront”)
|
| | | | 160,548 | | |
Plus liability in respect of put option
|
| | | | 27,637 | | |
Less identifiable excess costs in respect of projects
|
| | | | (45,216) | | |
Asset value, net
|
| | | | 5,159 | | |
Calculated balance of goodwill
|
| | |
|
148,128
|
| |
| | | | | |
Effective stake in
equity interests |
| |||||||||
| | | | | |
Consolidated entity
|
| |||||||||
| | |
Country of
incorporation |
| |
As of December 31
|
| |||||||||
Entity name
|
| |
2021
|
| |
2020
|
| |||||||||
| | | | | |
%
|
| |
%
|
| ||||||
Enlight—Eshkol Havatzelet L.P. (hereinafter: “Havatzelet”)(A)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Eshkol Havatzelet—Halutziot—Enlight L.P. (hereinafter: “Halutziot”)(A)
|
| |
Israel
|
| | | | 89.99 | | | | | | 89.99 | | |
Tlamim Enlight L.P. (hereinafter: “Tlamim”)(B)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Mivtachim Green Energies Ltd. (hereinafter: “Mivtachim”)(B)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Talmei Bilu Green Energies Ltd. (hereinafter: “Talmei Bilu”)(B)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Eshkol Ela—Kramim—Enlight L.P. (hereinafter: “Kramim”)(C)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Eshkol Brosh—Idan—Enlight L.P. (hereinafter: “Idan”)(D)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Eshkol Zayit—Zayit Yarok—Enlight L.P. (hereinafter: “Zayit Yarok”)(E)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Peirot HaGolan—Enlight L.P. (hereinafter: “Peirot HaGolan”)
|
| |
Israel
|
| | | | 51 | | | | | | 51 | | |
Eshkol Gefen—Barbur—Enlight L.P. (hereinafter: “Barbur”)(F)
|
| |
Israel
|
| | | | 51 | | | | | | 51 | | |
Sde Nehemia—Enlight L.P. (hereinafter: “Sde Nehemia”)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Kinetic Energies—Alternative Electrical Energies Ltd.
(hereinafter: “Kinetic Energies”)(G) |
| |
Israel
|
| | | | 68.1 | | | | | | 68.1 | | |
Emek HaBacha Wind Energy Ltd. (hereinafter: “Emek HaBacha”)(G)
|
| |
Israel
|
| | | | 40.85 | | | | | | 40.85 | | |
Enlight—Eshkol Hadas L.P. (hereinafter: “Hadas”)(H)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Talmei Yafe Sun L.P. (hereinafter: “Talmei Yafe”)(H)
|
| |
Israel
|
| | | | 50 | | | | | | 50 | | |
Dorot Sun L.P. (hereinafter: “Dorot”)(H)
|
| |
Israel
|
| | | | 50 | | | | | | 50 | | |
Enlight Kramim L.P. (hereinafter: “Enlight Kramim”)(H)
|
| |
Israel
|
| | | | 74 | | | | | | 74 | | |
Enlight Beit Shikma L.P. (hereinafter: “Beit Shikma”)(H)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Orsol Energy 3 (A.A.) L.P. (hereinafter: “Revivim”)(I)
|
| |
Israel
|
| | | | 90 | | | | | | 90 | | |
| | | | | |
Effective stake in
equity interests |
| |||||||||
| | | | | |
Consolidated entity
|
| |||||||||
| | |
Country of
incorporation |
| |
As of December 31
|
| |||||||||
Entity name
|
| |
2021
|
| |
2020
|
| |||||||||
| | | | | |
%
|
| |
%
|
| ||||||
Enlight Kidmat Zvi L.P. (Hereinafter: “Kidmat Tzvi”)
|
| |
Israel
|
| | | | 74 | | | | | | 74 | | |
Enlight—Eshkol Dekel L.P. (hereinafter: “Beit Rimon”)
|
| |
Israel
|
| | | | 50.1 | | | | | | 50.1 | | |
Enlight—Aviram Initiation L.P. (hereinafter: “Enlight-Aviram”)
|
| |
Israel
|
| | | | 60 | | | | | | 60 | | |
Ruach Beresheet L.P. (hereinafter: “Ruach Beresheet”) (O)
|
| |
Israel
|
| | | | 60 | | | | | | 60 | | |
Tullynamoyle Wind Farm 3 Limited (hereinafter: “Tullynamoyle”)(J)
|
| |
Ireland
|
| | | | 50.1 | | | | | | 50.1 | | |
Vjetroelektrana Lukovac d.o.o (hereinafter: “Lukovac”)(K)
|
| |
Croatia
|
| | | | 50.1 | | | | | | 50.1 | | |
EW-K-Wind d.o.o (hereinafter: “EWK”)(L)
|
| |
Serbia
|
| | | | 50.1 | | | | | | 50.1 | | |
Megujulohaz kft (hereinafter: “Meg”)(J)
|
| |
Hungary
|
| | | | 50.1 | | | | | | 50.1 | | |
Raaba Green kft (hereinafter: “Raaba”)(J)
|
| |
Hungary
|
| | | | 50.1 | | | | | | 50.1 | | |
SOWI Kosovo LLC (hereinafter: “SOWI”)(M)
|
| |
Kosovo
|
| | | | 48 | | | | | | 48 | | |
Vindpark Malarberget I Norberg AB(N)
|
| |
Sweden
|
| | | | 68.8 | | | | | | 68.8 | | |
Enlight Beit HaShita Solar Energy, L.P. (hereinafter: “Beit HaShita”)
|
| |
Israel
|
| | | | 74 | | | | | | 74 | | |
Enlight EU Energies kft (hereinafter: “Enlight EU”)(P)
|
| |
Hungary
|
| | | | 100 | | | | | | 100 | | |
Generacion Eolica Castilla La Mancha Sl (hereinafter: “GECAMA”)(Q)
|
| |
Spain
|
| | | | 72 | | | | | | 72 | | |
Björnberget Vindkraft AB(R)
|
| |
Sweden
|
| | | | 56.2 | | | | | | — | | |
Nardo Solar Energy s.r.l(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Genzano Solar Energy s.r.l(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Montemilone Solar Energy s.r.l(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Gravina 2 San Felice Solar Energy s.r.l(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Enlight Energia Renovable ESPA SL(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Clenera holdings LLC(U)
|
| |
USA
|
| | | | 90.1 | | | | | | — | | |
| | |
As of December 31, 2021
|
| |
For the year ended December 31, 2021
|
| | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partnership /
investee |
| |
Rate of
ownership rights held by non-controlling interests % |
| |
Balance of
non-controlling interests |
| |
Current
assets |
| |
Non-current
assets |
| |
Current
liabilities |
| |
Non-current
liabilities |
| |
Revenues
|
| |
Profit
(loss) |
| |
Profit
(loss) attributed to non-controlling interests |
| |
Cash
flows from operating activities |
| |
Cash
flows from investing activities |
| |
Cash
flows from financing activities |
| |
Total
change in cash and cash equivalents |
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Co-Op
|
| | | | 49.90 | | | | | | 19,196 | | | | | | 17,002 | | | | | | 252,630 | | | | | | 17,359 | | | | | | 213,806 | | | | | | 49,510 | | | | | | 17,354 | | | | | | 5,911 | | | | | | 29,673 | | | | | | 1,297 | | | | | | (30,708) | | | | | | 263 | | |
The Nordic Wind
|
| | | | 31.18 | | | | | | 21,184 | | | | | | 18,354 | | | | | | 179,603 | | | | | | 20,017 | | | | | | 110,002 | | | | | | 11,757 | | | | | | 6,017 | | | | | | 1,876 | | | | | | (3,839) | | | | | | 5,817 | | | | | | 1,084 | | | | | | 3,062 | | |
Power of the Danube
|
| | | | 52 | | | | | | 73,045 | | | | | | 37,740 | | | | | | 434,471 | | | | | | 63,418 | | | | | | 268,322 | | | | | | — | | | | | | 7,365 | | | | | | 1,184 | | | | | | 3,093 | | | | | | (193,914) | | | | | | 63,838 | | | | | | 4,184 | | |
Bjorn
|
| | | | 49 | | | | | | 73,045 | | | | | | 37,740 | | | | | | 434,471 | | | | | | 63,418 | | | | | | 268,322 | | | | | | — | | | | | | (72) | | | | | | (35) | | | | | | (118) | | | | | | (75,037) | | | | | | 103,552 | | | | | | 28,397 | | |
| | |
As of December 31, 2020
|
| |
For the year ended December 31, 2020
|
| | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partnership / investee
|
| |
Rate of
ownership rights held by non-controlling interests % |
| |
Balance of
non-controlling interests |
| |
Current
assets |
| |
Non-current
assets |
| |
Current
liabilities |
| |
Non-current
liabilities |
| |
Revenues
|
| |
Profit
(loss) |
| |
Profit (loss)
attributed to non-controlling interests |
| |
Cash
flows from operating activities |
| |
Cash
flows from investing activities |
| |
Cash
flows from financing activities |
| |
Total
change in cash and cash equivalents |
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mivtachim Green
Energies Ltd. |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,473 | | | | | | (3,422) | | | | | | 1,189 | | | | | | 6,582 | | | | | | 493 | | | | | | (6,726) | | | | | | 350 | | |
Co-Op
|
| | | | 49.90 | | | | | | 12,277 | | | | | | 17,821 | | | | | | 285,885 | | | | | | 27,270 | | | | | | 248,833 | | | | | | 40,785 | | | | | | 8,177 | | | | | | 4,079 | | | | | | 23,028 | | | | | | (184) | | | | | | 24,204 | | | | | | (1,360) | | |
The Iberian Wind
|
| | | | 28.07 | | | | | | 34,837 | | | | | | 6,145 | | | | | | 133,536 | | | | | | 7,185 | | | | | | 8,406 | | | | | | — | | | | | | (35) | | | | | | (10) | | | | | | (383) | | | | | | (80,745) | | | | | | 85,222 | | | | | | 4,093 | | |
|
| | | | | | | | |
Effective stake in equity interests
|
| |||||||||
| | |
Country of
incorporation |
| |
As of December 31
|
| ||||||||||||
Name of associate entity
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | |
%
|
| |
%
|
| ||||||
Kadarim Enlight Solar, L.P.
|
| | | | Israel | | | | | | 50 | | | | | | 50 | | |
Mei Golan—Enlight Floating Energy L.P.
|
| | | | Israel | | | | | | 50.1 | | | | | | 50.1 | | |
Karmey Haruah L.P. (hereinafter: “Karmey Haruah”)(A)
|
| | | | Israel | | | | | | 50.2 | | | | | | 50.2 | | |
Emek HaRuhot L.P. (hereinafter: “Emek HaRuhot”)(B)
|
| | | | Israel | | | | | | 60 | | | | | | 60 | | |
Enlight K2-Wind d.o.o (hereinafter: “Serbia 2”)(C)
|
| | | | Serbia | | | | | | 16.7 | | | | | | 16.7 | | |
Bjornberget Vindkraft AB (hereinafter: “Bjorn”)(D)
|
| | | | Sweden | | | | | | — | | | | | | 60.7 | | |
Project
|
| |
Total
capacity in MW |
| |
Stake in the project
|
| |
Tariff
approval for the facility (agorot per kWh) |
| |
Rate of
return on the contract asset |
| |
Contract
asset as of December 31, 2021 (USD in thousands) |
| |||||||||
Halutziot(*)
|
| | | | 55 | | | |
90%
|
| | | | 62.8 | | | |
6% linked
|
| | | | 164,545 | | |
Medium rooftops
|
| | | | 2.63 | | | |
51% of Peirot Golan project
100% of Sde Nehemia project 51% of Barbur project |
| | | | 53.99 | | | |
5.75% linked
|
| | | | 5,145 | | |
Talmei Bilu
|
| | | | 10 | | | |
100%
|
| | | | 102.46 | | | |
6.5% linked
|
| | | | 42,112 | | |
Mivtachim
|
| | | | 10 | | | |
100%
|
| | | | 130.39 | | | |
8% linked
|
| | | | 49,695 | | |
Kramim
|
| | | | 5 | | | |
100%
|
| | | | 96.31 | | | |
6% linked
|
| | | | 16,238 | | |
Idan
|
| | | | 3 | | | |
100%
|
| | | | 96.31 | | | |
6% linked
|
| | | | 9,307 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |||||||||
Balance as of January 1
|
| | | | 286,251 | | | | | | 281,280 | | |
Repayment of contract asset under concession arrangements
|
| | |
|
(32,857)
|
| | | |
|
(31,250)
|
| |
Finance incomes
|
| | |
|
24,310
|
| | | |
|
16,176
|
| |
Translation differences
|
| | |
|
9,338
|
| | | |
|
20,045
|
| |
Balance as of December 31
|
| | | | 287,042 | | | | | | 286,251 | | |
|
| | |
2021
|
| |||||||||||||||||||||
| | |
Solar systems
(A) |
| |
Wind farms
(B) |
| |
Others
|
| |
Total
|
| ||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2021
|
| | |
|
124,773
|
| | | |
|
837,554
|
| | | |
|
2,795
|
| | | |
|
965,122
|
| |
Capitalization—IFRS 16
|
| | |
|
—
|
| | | |
|
5,166
|
| | | |
|
—
|
| | | |
|
5,166
|
| |
Additions(1)
|
| | |
|
—
|
| | | |
|
489,504
|
| | | |
|
525
|
| | | |
|
490,029
|
| |
Initial consolidation(3)
|
| | |
|
—
|
| | | |
|
120,845
|
| | | |
|
514
|
| | | |
|
121,359
|
| |
Translation differences
|
| | |
|
(2,208)
|
| | | |
|
(49,085)
|
| | | |
|
74
|
| | | |
|
(51,219)
|
| |
Cost as of December 31, 2021
|
| | | | 122,565 | | | | | | 1,403,984 | | | | | | 3,908 | | | | | | 1,530,457 | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2021
|
| | |
|
6,920
|
| | | |
|
19,559
|
| | | |
|
710
|
| | | |
|
27,189
|
| |
Depreciation expenses
|
| | |
|
3,806
|
| | | |
|
12,795
|
| | | |
|
664
|
| | | |
|
17,265
|
| |
Translation differences
|
| | |
|
(*)—
|
| | | |
|
(2,856)
|
| | | |
|
30
|
| | | |
|
(2,826)
|
| |
Accumulated depreciation as of December 31, 2021
|
| | | | 10,726 | | | | | | 29,498 | | | | | | 1,404 | | | | | | 41,628 | | |
Carrying value as of December 31, 2021
|
| | | | 111,839 | | | | | | 1,374,486 | | | | | | 2,504 | | | | | | 1,488,829 | | |
| | |
2020
|
| |||||||||||||||||||||
| | |
Solar systems
|
| |
Wind farms
|
| |
Others
|
| |
Total
|
| ||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2020
|
| | | | 119,429 | | | | | | 419,655 | | | | | | 2,177 | | | | | | 540,261 | | |
Capitalization—IFRS 16
|
| | | | — | | | | | | 2,644 | | | | | | — | | | | | | 2,644 | | |
Additions(1)
|
| | | | 913 | | | | | | 313,702 | | | | | | 546 | | | | | | 315,161 | | |
Classification from deferred costs in respect of projects to fixed assets(2)
|
| | | | — | | | | | | 24,917 | | | | | | — | | | | | | 24,917 | | |
Initial consolidation(3)
|
| | | | — | | | | | | 16,390 | | | | | | — | | | | | | 16,390 | | |
Translation differences
|
| | | | 4,432 | | | | | | 61,246 | | | | | | 72 | | | | | | 65,750 | | |
Cost as of December 31, 2020
|
| | | | 124,774 | | | | | | 837,554 | | | | | | 2,795 | | | | | | 965,123 | | |
|
| | |
2020
|
| |||||||||||||||||||||
| | |
Solar systems
|
| |
Wind farms
|
| |
Others
|
| |
Total
|
| ||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2020
|
| | | | 2,700 | | | | | | 8,815 | | | | | | 472 | | | | | | 11,987 | | |
Depreciation expenses
|
| | | | 3,769 | | | | | | 8,979 | | | | | | 358 | | | | | | 13,106 | | |
Translation differences
|
| | | | 451 | | | | | | 1,765 | | | | | | (120) | | | | | | 2,096 | | |
Accumulated depreciation as of December 31, 2020
|
| | | | 6,920 | | | | | | 19,559 | | | | | | 710 | | | | | | 27,189 | | |
Carrying value as of December 31, 2020
|
| | | | 117,854 | | | | | | 817,995 | | | | | | 2,085 | | | | | | 937,934 | | |
Electricity production
projects |
| |
Zayit Yarok
|
| |
Sunlight 1
|
| |
Sunlight 2
|
| |
Atilla
|
|
Country
|
| | Israel | | | Israel | | | Israel | | | Hungary | |
Status
|
| | Commercial operation commenced in 2012 | | | Projects which commenced commercial operation since 2018 | | | Projects which commenced commercial operation since 2019 | | | Commercial operation commenced in 2019 | |
Installed capacity
|
| | 0.5 MWp | | | 53 MWp | | | 12 MWp | | | 57 MWp | |
Effective holding rate
|
| | 100% | | | 50%-100% | | | 74%-100% | | | 50.1% | |
Depreciated cost as of December 31, 2021
|
| | Approximately USD 1 million | | | Approximately USD 55 million | | | Approximately USD 14 million | | | Approximately USD 42 million | |
Electricity production
projects |
| |
EWK
|
| |
Lukovac
|
| |
Sowi
|
| |
Picasso
|
| |
Tullynamoyle
|
|
Country
|
| | Serbia | | | Croatia | | | Kosovo | | | Sweden | | | Ireland | |
Status
|
| | Commercial operation commenced in 2019 | | | Commercial operation commenced in 2018 | | | Commercial operation commenced in 2021(1) | | | Commercial operation commenced in 2021 | | | Commercial operation commenced in 2017 | |
Installed capacity
|
| | 105 MWp | | | 49 MWp | | | 105 MWp | | | 113 MWp | | | 13.6 MWp | |
Effective holding rate
|
| | 50.1% | | | 50.1% | | | Around 60% | | | Around 69% | | | 50.1% | |
Depreciated cost as of December 31, 2021
|
| | Approximately USD 157 million | | | Approximately USD 53 million | | | Approximately USD 146 million | | | Approximately USD 155 million | | | Approximately USD 22 million | |
Electricity production
projects |
| |
Emek HaBacha
|
| |
Ruach Beresheet
|
| |
Gecama
|
| |
Björnberget Vindkraft AB
|
|
Country
|
| | Israel | | | Israel | | | Spain | | | Sweden | |
Status
|
| | Construction (2) | | | Construction | | | Construction | | | Construction | |
Installed capacity
|
| | 109 MWp | | | 189 MWp | | | 329 MWp | | | 372 MWp | |
Effective holding rate
|
| | Around 40.9% | | | 60% | | | Around 72% | | | Around 56% | |
Cost as of December 31, 2021
|
| | Approximately USD 196 million | | | Approximately USD 250 million | | | Approximately USD 230 million | | | Approximately USD 167 million | |
| | |
Electricity supply
agreements and concession agreements(1) |
| |
Goodwill(2)
|
| |
Total
|
| |||||||||
| | |
USD in thousands
|
| |||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2021
|
| | |
|
93,527
|
| | | |
|
—
|
| | | |
|
93,527
|
| |
Initial consolidation
|
| | |
|
16,974
|
| | | |
|
148,023
|
| | | |
|
164,997
|
| |
Translation differences
|
| | |
|
(6,977)
|
| | | |
|
105
|
| | | |
|
(6,872)
|
| |
Balance as of December 31, 2021
|
| | | | 103,524 | | | | | | 148,128 | | | | | | 251,652 | | |
Amortization: | | | | | | | | | | | | | | | | | | | |
Balance as of January 1
|
| | |
|
2,953
|
| | | |
|
—
|
| | | |
|
2,953
|
| |
Amortization
|
| | |
|
1,483
|
| | | |
|
—
|
| | | |
|
1,483
|
| |
Translation differences
|
| | |
|
157
|
| | | |
|
—
|
| | | |
|
157
|
| |
Balance as of December 31, 2021
|
| | | | 4,593 | | | | | | — | | | | | | 4,593 | | |
Depreciated cost as of December 31, 2021
|
| | | | 98,931 | | | | | | 148,128 | | | | | | 247,059 | | |
| | |
Electricity supply
agreements and concession agreements(1) |
| |||
| | |
USD in thousands
|
| |||
Cost | | | | | | | |
Balance as of January 1, 2020
|
| | | | 57,619 | | |
Initial consolidation
|
| | | | 16,268 | | |
Payments on account of acquisition of consolidated company
|
| | | | 12,917 | | |
Translation differences
|
| | | | 6,723 | | |
Balance as of December 31, 2020
|
| | | | 93,527 | | |
|
| | |
Electricity supply
agreements and concession agreements(1) |
| |||
| | |
USD in thousands
|
| |||
Amortization: | | | | | | | |
Balance as of January 1, 2020
|
| | | | 1,583 | | |
Amortization
|
| | | | 1,170 | | |
Translation differences
|
| | | | 200 | | |
Balance as of December 31, 2020
|
| | | | 2,953 | | |
Depreciated cost as of December 31, 2020
|
| | | | 90,574 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Cost of sales (depreciation and amortization)
|
| | |
|
1,483
|
| | | | | 1,170 | | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Open accounts
|
| | |
|
27,412
|
| | | | | 7,907 | | |
Checks payable
|
| | |
|
5
|
| | | | | 53 | | |
| | | |
|
27,417
|
| | | | | 7,960 | | |
| | |
December 31 2021
|
| |
December 31 2020
|
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Payables in respect of purchase transaction(1)
|
| | |
|
4,412
|
| | | | | 6,209 | | |
Expenses payable
|
| | |
|
29,222
|
| | | | | 7,845 | | |
Early prepayment fee(2)
|
| | |
|
—
|
| | | | | 55,693 | | |
Interest payable in respect of project finance loans
|
| | |
|
817
|
| | | | | 145 | | |
Interest payable in respect of debentures
|
| | |
|
3,207
|
| | | | | 2,421 | | |
Government institutions
|
| | |
|
2,385
|
| | | | | 5,827 | | |
Liabilities to employees and other liabilities for salaries
|
| | |
|
3,833
|
| | | | | 700 | | |
Benefits in respect of holiday and convalescence pay
|
| | |
|
832
|
| | | | | 693 | | |
Current maturity of liability in respect of deferred consideration arrangement (see Note 27D1)
|
| | |
|
166
|
| | | | | 146 | | |
Others
|
| | |
|
1,184
|
| | | | | 37 | | |
| | | |
|
46,058
|
| | | | | 79,716 | | |
| | |
Current liabilities
|
| |
Non-current liabilities
|
| |
Total
|
| |||||||||||||||||||||||||||
| | |
As of December 31
|
| |
As of December 31
|
| |
As of December 31
|
| |||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Credit from banking corporations(1)
|
| | |
|
3,156
|
| | | | | 7,283 | | | | |
|
—
|
| | | | | — | | | | |
|
3,156
|
| | | | | 7,283 | | |
Loans from banking corporations
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and other financial institutions(2)
|
| | |
|
58,666
|
| | | | | 201,010 | | | | |
|
1,168,569
|
| | | | | 632,144 | | | | |
|
1,227,235
|
| | | | | 833,154 | | |
Loans from non-controlling interests(3)
|
| | |
|
—
|
| | | | | 5,433 | | | | |
|
78,113
|
| | | | | 40,808 | | | | |
|
78,113
|
| | | | | 46,241 | | |
Total credit from banking corporations and
other credit providers |
| | |
|
61,822
|
| | | | | 213,726 | | | | |
|
1,246,682
|
| | | | | 672,952 | | | | |
|
1,308,504
|
| | | | | 886,678 | | |
Project name
|
| |
Mivtachim and
Talmei Bilu |
| |
Halutziot
|
| |
Kramim and Idan
|
| |
Medium rooftops
|
|
Lender
|
| |
Bank Leumi Le-Israel Ltd. and entities of Menorah Group and Amitim Pension Fund
|
| |
Bank Leumi Le-Israel Ltd. and entities of Menorah Group and Amitim Pension Fund
|
| |
Bank Leumi Le-Israel Ltd. and entities of Menorah Group and Amitim Pension Fund
|
| |
Institutional entities of Clal Insurance Group
|
|
Amount of loan / credit facility
|
| |
Approximately NIS 356 million
|
| |
Approximately NIS 609 million
|
| |
Approximately NIS 107 million
|
| |
Approximately NIS 15 million
|
|
Date financing provided
|
| | December 2020 | | | December 2020 | | | December 2020 | | | January 2019 | |
Project name
|
| |
Mivtachim and
Talmei Bilu |
| |
Halutziot
|
| |
Kramim and Idan
|
| |
Medium rooftops
|
|
Balance of the loan as of December 31, 2021
|
| |
Approximately NIS 333 million
|
| |
Approximately NIS 588.5 million
|
| |
Approximately NIS 102.1 million
|
| |
Approximately NIS 12.8 million
|
|
Balance of the loan as of December 31, 2020
|
| |
Approximately NIS 184.5 million
|
| |
Approximately NIS 319.3 million
|
| |
Approximately NIS 70 million
|
| |
Approximately NIS 13.3 million
|
|
Amortization schedule
|
| |
Spitzer amortization table comprised of quarterly payments
|
| |
Spitzer amortization table comprised of quarterly payments
|
| |
Spitzer amortization table comprised of quarterly payments
|
| |
Spitzer amortization table comprised of quarterly payments
|
|
Debt period
|
| |
Throughout the entire period until the expiration date of the permanent electricity production license, approximately 13 years.
|
| |
Throughout the entire period until the expiration date of the permanent electricity production license, approximately 15 years.
|
| |
Throughout the entire period until the expiration date of the permanent electricity production license, approximately 13 years.
|
| | Approximately 15 years | |
Stated annual interest rate
|
| |
Interest of approximately 0.77%, index-linked
|
| |
Interest of approximately 0.88%, index-linked
|
| |
Interest of approximately 0.8%, index-linked
|
| |
Interest of approximately 2.2%, index-linked
|
|
Financial covenants: | | | | | | | | | | | | | |
Debt service reserve
|
| | — | | | — | | | — | | | Approximately NIS 0.7 million | |
ADSCR default
|
| | 1.05 | | | 1.05 | | | 1.05 | | | 1.07 | |
LLCR default
|
| | 1.05 | | | 1.05 | | | 1.05 | | | 1.12 | |
Fulfillment of financial covenants
|
| |
As of the balance sheet date, the companies fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, the partnership fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, the partnerships fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, the partnerships fulfilled the foregoing financial covenants
|
|
Collateral
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, and cross-support between the project corporations Mivtachim, Talmei Bilu, Halutziot, Kramim and Idan, in respect of the debt service.
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, and cross-support between the project corporations Mivtachim, Talmei Bilu, Halutziot, Kramim and Idan, in respect of the debt service.
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, and cross-support between the project corporations Mivtachim, Talmei Bilu, Halutziot, Kramim and Idan, in respect of the debt service.
|
| |
Charge on the partnership’s interests in the projects, on the project partnership’s assets, right to proceeds from the sale of electricity, the project partnership’s land rights, insurance, agreements vis-à-vis contractors and collateral from contractors thereunder, the rights of the partnership’s partners to receive profits, etc. Backing between the Company’s concatenated interests in the project partnerships of each group of projects.
|
|
Reference to additional information
|
| | See Note 14(2)A | | | See Note 14(2)A | | | See Note 14(2)A | | | — | |
Project name
|
| |
Tariff tender
projects—Sunlight 1 |
| |
Emek HaBacha
|
| |
Tariff tender projects—
Sunlight 2 and Dekel. |
|
Lender
|
| |
Institutional entities of Clal Insurance Group
|
| |
Bank Hapoalim Ltd. in collaboration with Phoenix and Harel groups
|
| |
Institutional entities of Clal Insurance Group
|
|
Amount of loan / credit facility
|
| | Approximately NIS 160 million | | | Approximately NIS 563 million | | |
Approximately NIS 70 million
|
|
Date financing provided
|
| | March 2018 | | | November 2018 | | | December 2019 | |
Balance of the loan as of December 31, 2021
|
| |
Approximately NIS 145.1 million
|
| |
Approximately NIS 492.3 million
|
| |
Approximately NIS 48.6 million
|
|
Balance of the loan as of December 31, 2020
|
| |
Approximately NIS 147 million
|
| |
Approximately NIS 407.6 million
|
| |
Approximately NIS 49.5 million
|
|
Amortization schedule
|
| |
Spitzer amortization table, quarterly repayments.
|
| |
Spitzer amortization table, quarterly repayments.
|
| |
Spitzer amortization table, quarterly repayments
|
|
Debt period
|
| |
Construction period and another approximately 22 years
|
| |
Construction period and another approximately 18 years.
|
| |
Construction period and another approximately 22 years
|
|
Stated annual interest rate
|
| | interest within the range of 2.6%-3%, CPI-linked | | |
The construction period—base interest (*) plus a margin of 3.3%, CPI-linked The construction period—base interest (*) plus a margin of 2.65%, CPI-linked
|
| | Base interest (*) plus a margin of 2.15%, CPI-linked | |
Financial covenants: | | | | | | | | | | |
Debt service reserve
|
| |
Approximately NIS 5.8 million
|
| | — | | |
Approximately NIS 1.8 million
|
|
ADSCR default
|
| | 1.07 | | | 1.05 | | | 1.07 | |
LLCR default
|
| | 1.12 | | | 1.05 | | | 1.12 | |
Fulfillment of financial covenants
|
| |
As of the balance sheet date, the partnerships fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
| |
As of the balance sheet date, the partnerships fulfilled the foregoing financial covenants
|
|
Collateral
|
| |
Charge on the partnership’s interests in the projects, charge on the project partnership’s assets, right to proceeds from the sale of electricity, the project partnership’s land rights, insurance, agreements vis-à-vis contractors and collateral from contractors thereunder, the rights of the partnership’s partners to receive profits, etc. Backing between the Company’s concatenated interests in the project partnerships of each group of projects.
|
| |
Charge on the tariff and conditional license, charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, etc.
|
| |
Charge on the partnership’s interests in the projects, charge on the project partnership’s assets, right to proceeds from the sale of electricity, the project partnership’s land rights, insurance, agreements vis-à-vis contractors and collateral from contractors thereunder, the rights of the partnership’s partners to receive profits, etc. Backing between the Company’s concatenated interests in the project partnerships of each group of projects.
|
|
Guarantees
|
| | See Note 30B(3) | | | See Note 30B(5) | | | See Note 30B(6) | |
Reference to additional information
|
| | — | | | See Note 30A(1) | | | — | |
Project name
|
| |
Tullynamoyle
|
| |
Lukovac
|
| |
EWK
|
|
Lender
|
| | Bank of Ireland | | |
ERSTE and PBZ, of INTESA Group
|
| | ERSTE, EBRD and Novi Sad | |
Amount of loan / credit facility
|
| | Approximately EUR 14.3 million | | |
Approximately EUR 31 million and approximately HRK 134 million(*)
|
| | Approximately EUR 139 million | |
Date financing provided
|
| | August 2020 | | | December 2020 | | | December 2017 | |
Balance of the loan as of December 31, 2021
|
| |
Approximately EUR 12.8 million
|
| |
Approximately EUR 28.7 million and approximately HRK 123 million
|
| |
Approximately EUR 102.6 million
|
|
Balance of the loan as of December 31, 2020
|
| |
Approximately EUR 13.7 million
|
| |
Approximately EUR 25 million and approximately HRK 134 million
|
| |
Approximately EUR 111 million
|
|
Amortization schedule
|
| |
The loan will be repaid in 50 quarterly payments
|
| |
The loan will be repaid in 46 quarterly payments
|
| |
The loan will be repaid in 23 semi-annual payments
|
|
Debt period
|
| | 12.5 years | | | 11.5 years | | |
Construction period and another approximately 11.5 years
|
|
Stated annual interest rate
|
| |
Approximately 90% of the loan bears interest at a rate of 3.47% and approximately 10% of the loan bears interest of 3M Euribor plus a margin of 2%
|
| |
Interest at a rate of 3.75% for the loan in EUR, and interest at a rate of 3.5% for the loan in HRK
|
| |
Approximately EUR 83 million of the loan bears interest at a rate of 2.3%,
Approximately EUR 40 million of the loan bears interest at a rate of 3.95%,
And approximately EUR 16 million of the loan bears interest in the range of 4.65%-4.83%.
|
|
Financial covenants: | | | | | | | | | | |
Debt service reserve
|
| | — | | | Approximately EUR 2.8 million | | | Approximately EUR 7.7 million | |
ADSCR default
|
| | 1.05 | | | 1.10 | | | 1.10 | |
Fulfillment of financial covenants
|
| |
Non-fulfillment, receipt of a waiver letter from the bank stating that the lender waives, inter alia, its right to demand immediate repayment.
|
| |
As of the balance sheet date, the Company fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, the Company fulfilled the foregoing financial covenants
|
|
Collateral
|
| |
The project company pledged in favor of the bank all of the equipment in the project, its rights by virtue of power purchase agreements, its rights in the licenses, its rights in the insurance policy, and its other rights in the project. The Company’s entire stake in the project company was also pledged in favor of the bank.
|
| |
The project company will pledge towards the bank the project equipment, power purchase agreements, its rights in licenses, the insurance policy, and its other rights in the project.
|
| |
The project company will pledge towards the bank the project company’s assets, cash flow rights, insurance policies, collateral from EPC contractors, etc.
|
|
Guarantees
|
| | See Note 30C(5)(A) | | | — | | | — | |
Reference to additional information
|
| | — | | | See Note 14(2)B | | | — | |
Project name
|
| |
Meg and Raaba
|
| |
Wind energy project in
Kosovo |
| |
Picasso wind project in
Sweden |
|
Lender
|
| | ERSTE | | | ERSTE, NLB group and EBRD | | | Hamburg Commercial Bank | |
Amount of loan / credit facility
|
| |
Approximately
HUF 14 billion (*) |
| | Approximately EUR 115 million | | |
Approximately EUR 81.7 million. The bank will also provide a credit facility for the required guarantees at a scope of up to EUR 15 million during the construction period, and up to approximately EUR 7 million during the
operating period |
|
Date financing provided
|
| | January 2019 | | | January 2020 | | | January 2020 | |
Balance of the loan as of December 31, 2021
|
| | Approximately HUF 13.2 billion | | | Approximately EUR 79.4 million | | | Approximately EUR 81.5 million | |
Balance of the loan as of December 31, 2020
|
| | Approximately HUF 13.4 billion | | | Approximately EUR 31.8 million | | | Approximately EUR 79.4 million | |
Amortization schedule
|
| |
Quarterly repayments, spitzer amortization table with lower repayments in the first two years
|
| | Semi-annual repayments, Spitzer amortization table | | | Quarterly repayments, spitzer amortization table | |
Debt period
|
| |
Construction period and another approximately 17 years
|
| |
Construction period and another approximately 11 years
|
| |
Construction period and another approximately 18 years
|
|
Stated annual interest rate
|
| |
Approximately 30% of the loan bears interest at a rate of 4.05% And approximately 70% of the loan bears interest at a rate of approximately 6.3%.
|
| |
And approximately 50% of the loan bears interest at a rate of 1.9%, and approximately 50% of the loan bears of Euribor plus a margin of 4%. The Company has undertaken to hedge at least 40% of the total base interest liability during the entire debt period.
|
| |
Interest at a rate of 1.58% during the construction period and until December 31, 2029, and interest at a rate of 2.33% until the end of the loan period.
|
|
Financial covenants: | | | | | | | | | | |
Debt service reserve
|
| | HUF 414 million | | | — | | | — | |
ADSCR default
|
| | In the range of 1.05-1.10 | | | In the range of 1.05-1.10 | | | In the range of 1.05-1.10 | |
Fulfillment of financial covenants
|
| |
As of the balance sheet date, the Company fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
|
Collateral
|
| |
Charge on the tariff and the electricity production license, charge on the project companies’ assets, cash flow rights, land rights, insurance. collateral from the project contractors, etc.) The financing of the portfolio of projects is applied and evaluated on a consolidated basis.
|
| |
Charge on the project company’s assets, cash flow rights, land rights, collateral from the project contractors, etc.
|
| |
Charge on the project company’s assets, cash flow rights, land rights, collateral from the project contractors, etc.
|
|
Guarantees
|
| | — | | | See Note 30B(13) | | | — | |
Reference to additional information
|
| | — | | | See Note 30A(4) | | | See Note 30A(6) | |
Project name
|
| |
Ruach Beresheet
|
| |
Gecama project
|
| |
Björnberget Vindkraft AB
project in Sweden |
|
Lender
|
| |
Bank Hapoalim Ltd., and in collaboration with entities from Migdal and Amitim Group
|
| |
Banco de Sabadell and Bankia
|
| |
KFW IPEX-Bank and DekaBank, and the Swedish Export Credit Corporation (SEK).
|
|
Amount of loan / credit facility
|
| | Approximately NIS 1.05 billion | | | Approximately EUR 160 million | | | Approximately EUR 207 million | |
Date financing provided
|
| | July 2020 | | | June 2020 | | | May 2021 | |
Balance of the loan as of December 31, 2021
|
| |
Approximately NIS 645.7 million
|
| |
Approximately EUR 56.7 million
|
| | — | |
Balance of the loan as of December 31, 2020
|
| |
Approximately NIS 255.5 million
|
| | — | | | — | |
Amortization schedule
|
| |
Quarterly repayments, spitzer amortization table
|
| |
Semi-annual repayments, Spitzer amortization table
|
| |
Semi-annual repayments, Spitzer amortization table
|
|
Debt period
|
| |
Construction period and another approximately 19 years
|
| |
Construction period and another approximately 14 years
|
| |
Construction period and another approximately 18 years
|
|
Stated annual interest rate
|
| |
construction period—base interest plus a margin of 2.5%-3% Operating period—base interest plus a margin of 2.2%-2.7%
|
| |
Base interest of Euribor plus a margin of 2.5%-3%. The Company has undertaken to hedge at least 75% of the total base interest liability during the entire debt period of 13 years, beginning from the project’s date of initial operation.
|
| |
Interest—Euribor + margin of 1.75% The Company has undertaken to hedge at least 75% of the total base interest liability during the entire debt period of 18 years, beginning from the project’s date of initial operation.
|
|
Financial covenants: | | | | | | | | | | |
Debt service reserve
|
| | — | | | — | | | — | |
ADSCR default
|
| | 1.05 | | | 1.05 | | | 1.05 | |
Fulfillment of financial covenants
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
|
Collateral
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, etc.
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, etc.
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, etc.
|
|
Guarantees
|
| | See Note 30C(3) | | |
See Note 30B(12), 30C(5)(C)
|
| | — | |
Reference to additional information
|
| | See Note 30A(3) | | | See Note 30A(5) | | | See Note 30A(11) | |
Name of project
|
| |
Lukovac
|
| |
EWK
|
| |
Björnberget
Vindkraft AB |
| |
Emek HaBacha
|
| |
Dorot, Talmei
Yafe and Revivim from Sunlight 1 |
|
Country
|
| | Croatia | | | Serbia | | | Sweden | | | Israel | | | Israel | |
Loan currency
|
| | EUR | | | EUR | | | EUR | | | NIS | | | NIS | |
Interest rate
|
| | 3.75% | | | 4.25% | | | 3% | | | 6% | | | 5% | |
Balance as of December 31, 2021(*)
|
| | — | | |
Approximately NIS 63.5 million
(Approximately EUR 18 million) |
| | Approximately NIS 131.9 million (Approximately EUR 37.5 million) | | | Approximately NIS 41 million | | | Approximately NIS 5.4 million | |
Balance as of December 31, 2020(*)
|
| |
Approximately NIS 17.5 million
(Approximately EUR 4.4 million) |
| |
Approximately NIS 85.8 million
(approximately EUR 21.8 million) |
| | — | | | Approximately NIS 38.6 million | | | Approximately NIS 6.3 million | |
| | |
Current liabilities
|
| |
Non-current liabilities
|
| |
Total
|
| |||||||||||||||||||||||||||
| | |
As of December 31
|
| |
As of December 31
|
| |
As of December 31
|
| |||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Debentures (Series E) (A.)
|
| | |
|
3,039
|
| | | | | 2,939 | | | | |
|
31,116
|
| | | | | 32,993 | | | | |
|
34,155
|
| | | | | 35,932 | | |
Debentures (Series F) (B.)
|
| | |
|
14,875
|
| | | | | 14,390 | | | | |
|
145,503
|
| | | | | 153,784 | | | | |
|
158,378
|
| | | | | 168,174 | | |
Debentures (Series C) (C.)
|
| | |
|
—
|
| | | | | — | | | | |
|
100,995
|
| | | | | — | | | | |
|
100,995
|
| | | | | — | | |
Debentures (Series D) (C.)
|
| | |
|
—
|
| | | | | — | | | | |
|
112,037
|
| | | | | — | | | | |
|
112,037
|
| | | | | — | | |
Total Debentures
|
| | |
|
17,914
|
| | | | | 17,329 | | | | |
|
387,651
|
| | | | | 186,777 | | | | |
|
405,565
|
| | | | | 204,106 | | |
| | |
Balance as of
January 1, 2021 |
| |
Cash flows from
financing activities |
| |
Translation
differences in respect of foreign operations |
| |
Adjustments in
respect of cash flows for operating activities(3) |
| |
Initial
consolidation |
| |
Non-cash
activities |
| |
Balance as of
December 31, 2021 |
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Debentures(1)
|
| | | | 206,527 | | | | | | 89,989 | | | | | | 10,444 | | | | | | 521 | | | | | | — | | | | | | — | | | | | | 307,481 | | |
Convertible Debentures(1)
|
| | | | — | | | | | | 96,343 | | | | | | 3,741 | | | | | | 1,207 | | | | | | — | | | | | | — | | | | | | 101,291 | | |
Loans from banking corporations and other financial institutions(1)
|
| | | | 840,582 | | | | | | 389,728 | | | | | | (9,154) | | | | | | 13,801 | | | | | | — | | | | | | (3,749)(2) | | | | | | 1,231,208 | | |
Loans from non-controlling interests
|
| | | | 46,241 | | | | | | 10,530 | | | | | | (3,826) | | | | | | 97 | | | | | | 24,037 | | | | | | 1,034 | | | | | | 78,113 | | |
Lease liability
|
| | | | 79,733 | | | | | | (6,344) | | | | | | (375) | | | | | | (1,243) | | | | | | 22,802 | | | | | | 11,072(4) | | | | | | 105,645 | | |
| | | | | 1,173,083 | | | | | | 580,246 | | | | | | 830 | | | | | | 14,383 | | | | | | 46,839 | | | | | | 8,357 | | | | | | 1,823,738 | | |
| | |
Balance as of
January 1, 2020 |
| |
Cash flows from
financing activities |
| |
Translation
differences in respect of foreign operations |
| |
Adjustments
in respect of cash flows for operating activities(3) |
| |
Conversions
carried to equity |
| |
Non-cash
activities |
| |
Balance as of
December 31, 2020 |
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Debentures(1)
|
| | | | 142,909 | | | | | | 49,838 | | | | | | 14,127 | | | | | | (347) | | | | | | — | | | | | | — | | | | | | 206,527 | | |
Convertible Debentures(1)
|
| | | | 93 | | | | | | (15) | | | | | | 1 | | | | | | — | | | | | | (79) | | | | | | — | | | | | | — | | |
Loans from banking corporations
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and other financial institutions(1)
|
| | | | 526,700 | | | | | | 263,326 | | | | | | 51,631 | | | | | | 2,426 | | | | | | — | | | | | | (3,501)(2) | | | | | | 840,582 | | |
Loans from other credit providers(1)
|
| | | | 43,455 | | | | | | (29,454) | | | | | | 242 | | | | | | (14,243) | | | | | | — | | | | | | — | | | | | | — | | |
Loans from non-controlling interests
|
| | | | 54,208 | | | | | | 9,022 | | | | | | 3,891 | | | | | | (2,952) | | | | | | — | | | | | | (17,928) | | | | | | 46,241 | | |
Lease liability
|
| | | | 40,581 | | | | | | (5,382) | | | | | | 5,419 | | | | | | (1,087) | | | | | | — | | | | | | 40,202(4) | | | | | | 79,733 | | |
| | | | | 807,946 | | | | | | 287,335 | | | | | | 75,311 | | | | | | (16,203) | | | | | | (79) | | | | | | 18,773 | | | | | | 1,173,083 | | |
| | |
As of December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Current tax assets (liabilities): | | | | | | | | | | | | | |
Current tax assets
|
| | |
|
267
|
| | | | | 150 | | |
Current tax liabilities
|
| | |
|
(1,482)
|
| | | | | (796) | | |
Total current tax assets (liabilities)
|
| | |
|
(1,215)
|
| | | | | (646) | | |
Non-current tax assets (liabilities): | | | | | | | | | | | | | |
Deferred tax assets
|
| | |
|
21,864
|
| | | | | 13,802 | | |
Deferred tax liabilities
|
| | |
|
(12,411)
|
| | | | | (8,498) | | |
Total non-current tax assets (liabilities)
|
| | |
|
9,453
|
| | | | | 5,304 | | |
| | |
Balance as of
January 1 2021 |
| |
Recognized
in the statement of income |
| |
Other
comprehensive income |
| |
Recognized in
equity |
| |
Initial
consolidation |
| |
Balance as of
December 31 2021 |
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Temporary differences: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed assets
|
| | |
|
(4,202)
|
| | | |
|
(2,892)
|
| | | |
|
(248)
|
| | | |
|
—
|
| | | |
|
115
|
| | | |
|
(7,227)
|
| |
Adoption of IFRS 16—Leases, net
|
| | |
|
611
|
| | | |
|
729
|
| | | |
|
49
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,389
|
| |
Financial instruments measured at fair value through profit or loss
|
| | |
|
72
|
| | | |
|
(605)
|
| | | |
|
(21)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(554)
|
| |
Financial instruments measured at fair value through other comprehensive income
|
| | |
|
2,840
|
| | | |
|
—
|
| | | |
|
4,161
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
7,001
|
| |
Contractual asset in respect of concession arrangements
|
| | |
|
(20,039)
|
| | | |
|
954
|
| | | |
|
(640)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(19,725)
|
| |
Investments in consolidated entities
|
| | |
|
(1,112)
|
| | | |
|
(1,211)
|
| | | |
|
2,193
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(130)
|
| |
Deferred borrowing costs
|
| | |
|
(2,060)
|
| | | |
|
1,472
|
| | | |
|
(13)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(601)
|
| |
Provision for dismantling and removal
|
| | |
|
(112)
|
| | | |
|
(18)
|
| | | |
|
(4)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(134)
|
| |
Goodwill
|
| | |
|
—
|
| | | |
|
848
|
| | | |
|
33
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
881
|
| |
Employee benefits
|
| | |
|
—
|
| | | |
|
136
|
| | | |
|
5
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
141
|
| |
Contingent consideration
|
| | |
|
—
|
| | | |
|
553
|
| | | |
|
21
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
574
|
| |
Total | | | | | (24,002) | | | | | | (34) | | | | | | 5,536 | | | | | | — | | | | | | 115 | | | | | | (18,385) | | |
Unused losses and tax benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax losses
|
| | |
|
29,305
|
| | | |
|
(2,366)
|
| | | |
|
899
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
27,838
|
| |
Tax benefit in respect of issuance costs
|
| | |
|
—
|
| | | |
|
(872)
|
| | | |
|
—
|
| | | |
|
872
|
| | | |
|
—
|
| | | |
|
—
|
| |
| | | | | 29,305 | | | | | | (3,238) | | | | | | 899 | | | | | | 872 | | | | | | — | | | | | | 27,838 | | |
Total | | | | | 5,303 | | | | | | (3,272) | | | | | | 6,435 | | | | | | 872 | | | | | | 115 | | | | | | 9,453 | | |
| | |
Balance as of
January 1 2020 |
| |
Recognized in the
statement of income |
| |
Other
comprehensive income |
| |
Recognized in
equity |
| |
Initial
consolidation |
| |
Balance as of
December 31 2020 |
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Temporary differences: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed assets
|
| | | | (3,173) | | | | | | (937) | | | | | | (66) | | | | | | — | | | | | | (25) | | | | | | (4,201) | | |
Adoption of IFRS 16—Leases, net
|
| | | | 48 | | | | | | 519 | | | | | | 36 | | | | | | 8 | | | | | | — | | | | | | 611 | | |
Financial assets at fair value through profit
or loss |
| | | | (119) | | | | | | 179 | | | | | | 12 | | | | | | — | | | | | | — | | | | | | 72 | | |
Contractual asset in respect of concession
arrangements |
| | | | (53,899) | | | | | | 35,371 | | | | | | 2,185 | | | | | | (3,696) | | | | | | — | | | | | | (20,039) | | |
Investments in consolidated entities
|
| | | | (1,386) | | | | | | 257 | | | | | | 18 | | | | | | — | | | | | | — | | | | | | (1,111) | | |
Deferred borrowing costs
|
| | | | (1,062) | | | | | | (934) | | | | | | (64) | | | | | | — | | | | | | — | | | | | | (2,060) | | |
Provision for dismantling and removal
|
| | | | (77) | | | | | | (33) | | | | | | (2) | | | | | | — | | | | | | — | | | | | | (112) | | |
Financial assets at fair value through other
comprehensive income |
| | | | 1,652 | | | | | | — | | | | | | 1,188 | | | | | | — | | | | | | — | | | | | | 2,840 | | |
Total
|
| | | | (58,016) | | | | | | 34,422 | | | | | | 3,307 | | | | | | (3,688) | | | | | | (25) | | | | | | (24,000) | | |
Unused losses and tax benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax losses
|
| | | | 46,355 | | | | | | (18,386)(*) | | | | | | (1,153) | | | | | | 2,343 | | | | | | 145 | | | | | | 29,304 | | |
Tax benefit in respect of issuance costs
|
| | | | 6 | | | | | | (548) | | | | | | — | | | | | | 542 | | | | | | — | | | | | | — | | |
| | | | | 46,361 | | | | | | (18,934) | | | | | | (1,153) | | | | | | 2,885 | | | | | | 145 | | | | | | 29,304 | | |
Total
|
| | | | (11,655) | | | | | | 15,488 | | | | | | 2,154 | | | | | | (803) | | | | | | 120 | | | | | | 5,304 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Current taxes: | | | | | | | | | | | | | |
Current tax expenses
|
| | |
|
2,422
|
| | | | | 1,163 | | |
Prior year taxes
|
| | |
|
—
|
| | | | | 1,971 | | |
Total current taxes
|
| | |
|
2,422
|
| | | | | 3,134 | | |
Deferred taxes: | | | | | | | | | | | | | |
Deferred tax expenses (income) in respect of the creation and reversal of Temporary differences
|
| | |
|
34
|
| | | | | (2,105) | | |
Income from the creation of deferred taxes in respect of losses and unused tax benefits
|
| | |
|
3,238
|
| | | | | (8,869) | | |
Prior year taxes
|
| | |
|
—
|
| | | | | (4,513) | | |
Total deferred taxes
|
| | |
|
3,272
|
| | | | | (15,487) | | |
Total expenses (income) from income taxes
|
| | |
|
5,694
|
| | | | | (12,353) | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Profit (loss) before income taxes from continuing operations
|
| | | | 27,369 | | | | | | (53,388) | | |
Primary tax rate of the Company
|
| | | | 23% | | | | | | 23% | | |
Tax calculated according to the Company’s primary tax rate
|
| | | | 6,295 | | | | | | (12,279) | | |
Increase (decrease) in income taxes | | | | | | | | | | | | | |
Additional tax (tax saving) in respect of: | | | | | | | | | | | | | |
No controlling share in the profits / losses of investee partnerships
|
| | | | (531) | | | | | | 846 | | |
Different tax rate of foreign subsidiaries
|
| | | | (2,370) | | | | | | (839) | | |
Non-deductible expenses and exempt income
|
| | | | 1,853 | | | | | | 2,358 | | |
Exempt income
|
| | | | (354) | | | | | | (7) | | |
Losses and benefits for tax purposes for which tax assets were not created
in the past, for which deferred taxes were recognized during the reporting period |
| | | | — | | | | | | (38) | | |
Utilization of tax losses and benefits from prior years for which
|
| | | | 179 | | | | | | 128 | | |
Adjustments due to changes in tax rates
|
| | | | — | | | | | | (5) | | |
Temporary difference in respect of subsidiaries and subsidiary partnerships for which deferred taxes were recognized
|
| | | | 631 | | | | | | (257) | | |
Change in taxes in respect of previous years
|
| | | | (77) | | | | | | (2,541) | | |
Others
|
| | | | 68 | | | | | | 281 | | |
Total income taxes from continuing operations as presented in profit or
loss |
| | | | 5,694 | | | | | | (12,353) | | |
| | |
December 31
|
| |
December 31
|
| ||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
Number of shares
|
| | | | | | | |||
Ordinary shares with par value of NIS 0.01
|
| | |
|
1,800,000,000
|
| | | | | 1,246,000,000 | | |
| | |
Share capital
|
| |
Share premium
|
| ||||||||||||||||||||||||||||||
| | |
As of December 31
|
| |
As of December 31
|
| |
As of December 31
|
| |||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||||||||
| | |
Number of shares
|
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Fully paid-up ordinary shares with par value of NIS 0.01
|
| | |
|
925,106,586
|
| | | | | 822,966,282 | | | | |
|
2,549
|
| | | | | 2,239 | | | | |
|
556,161
|
| | | | | 380,529 | | |
| | |
Number of
shares |
| |||
Balance as of January 1, 2020
|
| | | | 752,144,343 | | |
Issuance of shares(1-2)
|
| | | | 63,884,300 | | |
Exercise of options by employees
|
| | | | 6,676,438 | | |
Conversion of debentures into shares
|
| | | | 261,201 | | |
Balance as of December 31, 2020
|
| | | | 822,966,282 | | |
Issuance of shares(3)
|
| | | | 93,641,400 | | |
Exercise of options by employees
|
| | | | 8,498,904 | | |
Balance as of December 31, 2021
|
| | | | 925,106,586 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Profit (loss) attributable to the Company’s owners for the purpose of calculating basic earnings per share
|
| | |
|
11,217
|
| | | | | (43,869) | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Weighted average of the number of ordinary shares used for the purpose of calculating basic earnings per share
|
| | |
|
937,492,190
|
| | | | | 782,977,562 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Profit (loss) which was used to calculate diluted earnings per share
|
| | |
|
11,217
|
| | | | | (43,869) | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Weighted average of the number of ordinary shares used to calculate diluted earnings (loss) per share
|
| | |
|
981,086,687
|
| | | | | 782,977,562 | | |
Grant date
|
| |
Number of
offerees |
| |
Total
number of options |
| |
Exercise
price in NIS |
| |
Share
price in NIS |
| |
Value of
option in NIS |
| |
Number of
options which were exercised as of the date of the financial report |
| |
Number of
options which expired / were forfeited as of the date of the financial report |
| |
Expiration
date of the options |
| |
Number of
options remaining as of the date of the financial report |
| |||||||||||||||||||||||||||
10.05.2015 (A)
|
| | | | 6 | | | | | | 2,425,000 | | | | | | 0.755 | | | | | | 0.743 | | | | | | 0.38 | | | | | | 1,525,000 | | | | | | 900,000 | | | | | | 10.05.2022 | | | | | | 0 | | |
07.06.2016 (A)
|
| | | | 2 | | | | | | 1,000,000 | | | | | | 0.73 | | | | | | 0.711 | | | | | | 0.35 | | | | | | 1,000,000 | | | | | | — | | | | | | 07.06.2023 | | | | | | 0 | | |
07.08.2016 (B)
|
| | | | 3 | | | | | | 12,000,000 | | | | | | 0.74285 | | | | | | 0.685 | | | | | | 0.335 | | | | | | 11,917,290 | | | | | | — | | | | | | 07.08.2023 | | | | | | 82,710 | | |
07.08.2016 (C)
|
| | | | 1 | | | | | | 3,000,000 | | | | | | 0.76 | | | | | | 0.685 | | | | | | 0.325 | | | | | | — | | | | | | 1,000,000 | | | | | | 07.08.2023 | | | | | | 2,000,000 | | |
24.01.2017 (A)
|
| | | | 2 | | | | | | 800,000 | | | | | | 1.002 | | | | | | 1.09 | | | | | | 0.545 | | | | | | 400,000 | | | | | | 400,000 | | | | | | 24.01.2024 | | | | | | 0 | | |
15.05.2017 (A)
|
| | | | 1 | | | | | | 600,000 | | | | | | 1.3525 | | | | | | 1.342 | | | | | | 0.64 | | | | | | 495,000 | | | | | | — | | | | | | 18.05.2024 | | | | | | 105,000 | | |
05.02.2018 (A)
|
| | | | 6 | | | | | | 3,100,000 | | | | | | 1.84 | | | | | | 1.805 | | | | | | 0.77 | | | | | | 1,783,639 | | | | | | 362,500 | | | | | | 05.02.2025 | | | | | | 953,861 | | |
02.05.2018 (A)
|
| | | | 1 | | | | | | 600,000 | | | | | | 1.723 | | | | | | 1.67 | | | | | | 0.711 | | | | | | 300,000 | | | | | | 300,000 | | | | | | 02.05.2025 | | | | | | 0 | | |
26.07.2018 (A)
|
| | | | 2 | | | | | | 800,000 | | | | | | 1.908 | | | | | | 1.838 | | | | | | 0.835 | | | | | | 200,000 | | | | | | — | | | | | | 26.07.2025 | | | | | | 600,000 | | |
26.08.2018 (A)
|
| | | | 5 | | | | | | 2,000,000 | | | | | | 1.875 | | | | | | 1.885 | | | | | | 0.863 | | | | | | 1,090,686 | | | | | | 300,000 | | | | | | 26.08.2025 | | | | | | 609,314 | | |
12.09.2018 (D) (E)
|
| | | | 2 | | | | | | 13,500,000 | | | | | | 1.961 | | | | | | 1.905 | | | | | | 0.855 | | | | | | 2,307,282 | | | | | | — | | | | | | 12.09.2025 | | | | | | 11,192,718 | | |
28.10.2018 (E)
|
| | | | 2 | | | | | | 16,020,000 | | | | | | 1.995 | | | | | | 1.82 | | | | | | 0.787 | | | | | | 1,990,648 | | | | | | — | | | | | | 28.10.2025 | | | | | | 14,029,352 | | |
01.11.2018 (A)
|
| | | | 2 | | | | | | 4,950,000 | | | | | | 1.987 | | | | | | 1.889 | | | | | | 0.84 | | | | | | 1,293,607 | | | | | | — | | | | | | 01.11.2025 | | | | | | 3,656,393 | | |
31.03.2019 (A)(F)
|
| | | | 3 | | | | | | 1,000,000 | | | | | | 2.175 | | | | | | 2.24 | | | | | | 0.961 | | | | | | 300,000 | | | | | | 400,000 | | | | | | 31.03.2026 | | | | | | 300,000 | | |
04.04.2019 (A)
|
| | | | 2 | | | | | | 800,000 | | | | | | 2.2 | | | | | | 2.22 | | | | | | 0.94 | | | | | | 285,048 | | | | | | — | | | | | | 04.04.2026 | | | | | | 514,952 | | |
27.05.2019 (A)
|
| | | | 3 | | | | | | 800,000 | | | | | | 2.37 | | | | | | 2.42 | | | | | | 1.034 | | | | | | 300,000 | | | | | | 300,000 | | | | | | 27.05.2026 | | | | | | 200,000 | | |
28.11.2019 (A)
|
| | | | 5 | | | | | | 2,100,000 | | | | | | 4.157 | | | | | | 4.23 | | | | | | 1.906 | | | | | | 10,000 | | | | | | 300,000 | | | | | | 28.11.2026 | | | | | | 1,790,000 | | |
20.01.2020 (A)
|
| | | | 20 | | | | | | 2,715,000 | | | | | | 4.4678 | | | | | | 4.91 | | | | | | 1.97 | | | | | | — | | | | | | 200,000 | | | | | | 20.01.2027 | | | | | | 2,515,000 | | |
12.04.2020 (A) (F)
|
| | | | 1 | | | | | | 700,000 | | | | | | 4.11 | | | | | | 4.15 | | | | | | 1.55 | | | | | | — | | | | | | — | | | | | | 12.04.2027 | | | | | | 700,000 | | |
17.05.2020 (A)
|
| | | | 6 | | | | | | 1,100,000 | | | | | | 4.85 | | | | | | 5.07 | | | | | | 1.97 | | | | | | — | | | | | | 200,000 | | | | | | 17.05.2027 | | | | | | 900,000 | | |
23.07.2020 (A)
|
| | | | 3 | | | | | | 450,000 | | | | | | 5.46 | | | | | | 5.47 | | | | | | 1.98 | | | | | | — | | | | | | — | | | | | | 23.07.2027 | | | | | | 450,000 | | |
13.10.2020 (A)
|
| | | | 1 | | | | | | 1,030,000 | | | | | | 6.25 | | | | | | 7.01 | | | | | | 2.77 | | | | | | — | | | | | | — | | | | | | 13.10.2027 | | | | | | 1,030,000 | | |
10.11.2020 (A)
|
| | | | 7 | | | | | | 1,150,000 | | | | | | 6.48 | | | | | | 6.63 | | | | | | 2.41 | | | | | | — | | | | | | 350,000 | | | | | | 10.11.2027 | | | | | | 800,000 | | |
25/05/2021 (A) (I)
|
| | | | 9 | | | | | | 1,410,000 | | | | | | 6.579 | | | | | | 6.69 | | | | | | 2.46 | | | | | | — | | | | | | — | | | | | | 23/05/2028 | | | | | | 1,410,000 | | |
30/09/2021 (A)(I)
|
| | | | 26 | | | | | | 6,740,000 | | | | | | 6.976 | | | | | | 7.18 | | | | | | 2.59 | | | | | | — | | | | | | — | | | | | | 28/09/2028 | | | | | | 6,740,000 | | |
30/09/2021 (I)
|
| | | | 1 | | | | | | 600,000 | | | | | | 7.09 | | | | | | 7.18 | | | | | | 2.59 | | | | | | — | | | | | | — | | | | | | 28/09/2028 | | | | | | 600,000 | | |
30/09/2021 (G) (I)
|
| | | | 4 | | | | | | 11,820,000 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 2.59 | | | | | | — | | | | | | — | | | | | | 28/09/2028 | | | | | | 11,820,000 | | |
30/09/2021 (H)(I)
|
| | | | 5 | | | | | | 7,800,000 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 2.59 | | | | | | — | | | | | | — | | | | | | 28/09/2028 | | | | | | 7,800,000 | | |
31/10/2021 (A) (I)
|
| | | | 1 | | | | | | 100,000 | | | | | | 7.27 | | | | | | 7.8 | | | | | | 3.02 | | | | | | — | | | | | | — | | | | | | 29/10/2028 | | | | | | 100,000 | | |
Total | | | | | | | | | | | 101,110,000 | | | | | | | | | | | | | | | | | | | | | | | | 25,198,200 | | | | | | 5,012,500 | | | | | | | | | | | | 70,899,300 | | |
Grant date
|
| |
25.05.2021
|
| |
30.09.2021
|
| |
30.09.2021
|
| |
30.09.2021
|
| |
30.09.2021
|
| |
31.10.2021
|
| ||||||||||||||||||
Number of options
|
| | | | 1,410,000 | | | | | | 6,740,000 | | | | | | 600,000 | | | | | | 1,820,000 | | | | | | 7,800,000 | | | | | | 100,000 | | |
Option value in NIS
|
| | | | 2.46 | | | | | | 2.59 | | | | | | 2.59 | | | | | | 2.59 | | | | | | 2.59 | | | | | | 3.02 | | |
Exercise price in NIS
|
| | | | 6.579 | | | | | | 6.976 | | | | | | 7.09 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 7.27 | | |
Share price in NIS
|
| | | | 6.69 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 7.8 | | |
Risk-free interest rate
|
| | | | 0.9% | | | | | | 0.8% | | | | | | 0.8% | | | | | | 0.8% | | | | | | 0.8% | | | | | | 1% | | |
Standard deviation
|
| | | | 34% | | | | | | 34% | | | | | | 34% | | | | | | 34% | | | | | | 34% | | | | | | 34% | | |
Value of options in NIS
|
| | | | 3,468,000 | | | | | | 17,991,000 | | | | | | 1,576,000 | | | | | | 30,588,000 | | | | | | 20,204,000 | | | | | | 325,000 | | |
Lifetime of options
|
| |
7 years
|
|
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Sale of electricity
|
| | |
|
83,034
|
| | | | | 58,464 | | |
Operation of facilities
|
| | |
|
11,275
|
| | | | | 9,305 | | |
Construction services
|
| | |
|
3,460
|
| | | | | 1,534 | | |
Management or development fees
|
| | |
|
4,692
|
| | | | | 1,021 | | |
Total
|
| | |
|
102,461
|
| | | | | 70,324 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Site maintenance
|
| | |
|
11,937
|
| | | | | 9,519 | | |
Municipal taxes
|
| | |
|
2,101
|
| | | | | 1,883 | | |
Lease
|
| | |
|
234
|
| | | | | 69 | | |
Insurance
|
| | |
|
1,391
|
| | | | | 965 | | |
Payroll, salaries and associated expenses
|
| | |
|
2,823
|
| | | | | 860 | | |
Expenses associated with facility construction services
|
| | |
|
3,291
|
| | | | | 1,434 | | |
Total
|
| | |
|
21,777
|
| | | | | 14,730 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Payroll, salaries and associated expenses
|
| | |
|
2,212
|
| | | | | 1,537 | | |
Vehicle
|
| | |
|
40
|
| | | | | 18 | | |
Legal, international marketing and marketing communication
|
| | |
|
1,365
|
| | | | | 702 | | |
Total
|
| | |
|
3,617
|
| | | | | 2,257 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Payroll, salaries and associated expenses
|
| | |
|
8,134
|
| | | | | 4,696 | | |
Vehicle
|
| | |
|
233
|
| | | | | 70 | | |
Management fees and director fees
|
| | |
|
739
|
| | | | | 448 | | |
Office and maintenance
|
| | |
|
965
|
| | | | | 479 | | |
Debentures
|
| | |
|
126
|
| | | | | 113 | | |
Professional services
|
| | |
|
2,942
|
| | | | | 1,912 | | |
Depreciation
|
| | |
|
1,054
|
| | | | | 641 | | |
Others
|
| | |
|
1,376
|
| | | | | 659 | | |
Total
|
| | |
|
15,569
|
| | | | | 9,018 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Interest expenses from project finance loans
|
| | |
|
15,157
|
| | | | | 24,067 | | |
Interest expenses from corporate Debentures
|
| | |
|
8,113
|
| | | | | 8,316 | | |
Interest expenses from amortization discounts and revaluation and revaluations related to linkage to indexes
|
| | |
|
14,274
|
| | | | | 1,413 | | |
Fair value changes of financial instruments measured at fair value through
profit or loss |
| | |
|
—
|
| | | | | 656 | | |
Liability in respect of contingent consideration arrangement
|
| | |
|
2,231
|
| | | | | 219 | | |
Loans from non-controlling interests
|
| | |
|
1,157
|
| | | | | 1,520 | | |
Finance expenses from foreign currency hedging transactions
|
| | |
|
—
|
| | | | | 311 | | |
Finance expenses in respect of lease liability
|
| | |
|
1,243
|
| | | | | 1,087 | | |
Exchange differences
|
| | |
|
2,702
|
| | | | | 162 | | |
Others
|
| | |
|
1,442
|
| | | | | 1,036 | | |
| | | |
|
46,319
|
| | | | | 38,787 | | |
Amounts capitalized to the cost of qualifying assets
|
| | |
|
(9,144)
|
| | | | | (7,379) | | |
Total
|
| | |
|
37,175
|
| | | | | 31,408 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Finance income from contract asset in respect of concession arrangements
|
| | |
|
24,310
|
| | | | | 16,176 | | |
through profit or loss
|
| | |
|
3,145
|
| | | | | — | | |
Finance income from the revaluation of foreign currency hedge transactions
|
| | |
|
1,053
|
| | | | | — | | |
Finance income from loans which
|
| | | | | | | | | | | | |
were given to equity-accounted entities
|
| | |
|
1,487
|
| | | | | 1,025 | | |
Others
|
| | |
|
338
|
| | | | | 13 | | |
Total
|
| | |
|
30,333
|
| | | | | 17,214 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Halutziot
|
| | |
|
—
|
| | | |
|
31,118
|
| |
Mivtachim
|
| | |
|
—
|
| | | |
|
8,169
|
| |
Talmei Bilu
|
| | |
|
—
|
| | | |
|
10,148
|
| |
Kramim
|
| | |
|
—
|
| | | |
|
2,721
|
| |
Idan
|
| | |
|
—
|
| | | |
|
1,598
|
| |
Croatia (Lukovac)
|
| | |
|
—
|
| | | |
|
2,109
|
| |
Total refinancing of senior debt in projects
|
| | | | — | | | | | | 55,863 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Tlamim
|
| | |
|
—
|
| | | |
|
3,980
|
| |
Havatzelet
|
| | |
|
—
|
| | | |
|
7,751
|
| |
Total repayment of loans from credit providers and others
|
| | | | — | | | | | | 11,731 | | |
Total early prepayment fee and transaction costs
|
| | | | — | | | | | | 67,594 | | |
USD in thousands
|
| |
Land
|
| |
offices and
vehicles |
| |
Total
|
| |||||||||
Balance as of January 1, 2021
|
| | | | 79,394 | | | | | | 1,571 | | | | | | 80,965 | | |
Additions
|
| | | | 2,453 | | | | | | 1,656 | | | | | | 4,109 | | |
Amortization of right-of-use assets
|
| | | | (3,997) | | | | | | (591) | | | | | | (4,588) | | |
Initial consolidation
|
| | | | 22,159 | | | | | | — | | | | | | 22,159 | | |
Reserve for translation differences
|
| | | | 2,468 | | | | | | 137 | | | | | | 2,605 | | |
Balance as of December 31, 2021
|
| | | | 102,477 | | | | | | 2,773 | | | | | | 105,250 | | |
USD in thousands
|
| |
December 31, 2021
|
| |||
Up to one year
|
| | | | (5,686) | | |
One to five years
|
| | | | (25,698) | | |
Over five years
|
| | | | (74,262) | | |
Total
|
| | | | (105,646) | | |
Current maturities of lease liabilities
|
| | | | (5,686) | | |
Long term lease liabilities
|
| | | | (99,960) | | |
| | | | | (105,646) | | |
USD in thousands
|
| |
For the year ended
December 31, 2021 |
| |||
Effects on the statements of income | | | |||||
Interest expenses in respect of lease liability
|
| | | | (1,243) | | |
Expenses attributed to variable lease payments which were not included in measurement of
lease liability |
| | | | (177) | | |
Depreciation expenses
|
| | | | (2,029) | | |
Total
|
| | | | (3,449) | | |
| | | |
Project
|
| |
Amount
receivable in transaction currency |
| |
Amount
payable in transaction currency |
| |
Expiration date
|
| |
Fair value
|
| ||||||
| | | | | | |
Millions
|
| |
Millions
|
| | | | |
USD millions
|
| ||||||
|
Foreign currency forward contract(1)
|
| | Emek HaBacha | | | | | EUR5.1 | | | | | | NIS18.3 | | | |
January 2022
|
| |
Around (0.1)
|
|
|
Foreign currency forward contracts(1)
|
| | Ruach Beresheet | | | | | EUR58 | | | | | | NIS220 | | | |
January–June 2022
|
| |
Around (5.0)
|
|
|
Purchase of call options, sale of put options and purchase of exotic call options(2)
|
| |
Investment in subsidiaries
|
| | | | EUR92 | | | | | | NIS354.7 | | | |
July 2022
|
| |
Around 10.0
|
|
|
Purchase of call options and sale of put options(1)
|
| | Storage | | | | | USD137.1 | | | | | | NIS441.3 | | | |
January–October 2022
|
| |
Around (3.7)
|
|
|
Purchase of call options and sale of put options(1)
|
| |
Investment in subsidiary
|
| | | | USD43.2 | | | | | | NIS135.2 | | | |
January 2022
|
| |
Around (0.1)
|
|
| | |
As of December 31, 2021
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Linked to
the EUR |
| |
Linked to
the USD |
| |
Linked to
the HRK |
| |
Linked to
the HUF |
| |
Linked to
the CPI |
| |
Unlinked
|
| |
Total
|
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 54,293 | | | | | | 1,837 | | | | | | 25,394 | | | | | | 1,946 | | | | | | — | | | | | | 182,463 | | | | |
|
265,933
|
| |
Restricted cash
|
| | | | 17,058 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,121 | | | | |
|
35,179
|
| |
Financial assets measured at fair value through profit or loss
|
| | | | — | | | | | | 515 | | | | | | — | | | | | | — | | | | | | 14,506 | | | | | | 24,343 | | | | |
|
39,364
|
| |
Trade receivables
|
| | | | 11,521 | | | | | | 1,752 | | | | | | 635 | | | | | | 133 | | | | | | — | | | | | | 3,859 | | | | |
|
17,900
|
| |
Other receivables
|
| | | | 2,607 | | | | | | — | | | | | | 40 | | | | | | — | | | | | | 456 | | | | | | 1,855 | | | | |
|
4,958
|
| |
Other short term financial assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,999 | | | | |
|
9,999
|
| |
| | | | | 85,479 | | | | | | 4,104 | | | | | | 26,069 | | | | | | 2,079 | | | | | | 14,962 | | | | | | 240,640 | | | | | | 373,333 | | |
Non-current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | 11,989 | | | | | | — | | | | | | — | | | | | | 1,917 | | | | | | — | | | | | | 7,462 | | | | |
|
21,368
|
| |
Long term receivables
|
| | | | 5,247 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
5,247
|
| |
Financial assets measured at fair value through profit or loss
|
| | | | 28,682 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
28,682
|
| |
Loans to equity-accounted entities
|
| | | | 874 | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,200 | | | | | | 1,190 | | | | |
|
26,264
|
| |
Other financial assets
|
| | | | 3,852 | | | | | | — | | | | | | — | | | | | | 3,605 | | | | | | 6,105 | | | | | | — | | | | |
|
13,561
|
| |
| | | | | 50,644 | | | | | | — | | | | | | — | | | | | | 5,522 | | | | | | 30,305 | | | | | | 8,652 | | | | | | 95,122 | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit and current maturities in respect of
loans from banking corporations and other financial institutions |
| | | | (28,032) | | | | | | — | | | | | | (1,639) | | | | | | (1,596) | | | | | | (30,555) | | | | | | — | | | | |
|
(61,822)
|
| |
Trade payables
|
| | | | (21,576) | | | | | | (1,453) | | | | | | (275) | | | | | | (5) | | | | | | — | | | | | | (4,108) | | | | |
|
(27,417)
|
| |
Other payables
|
| | | | (27,552) | | | | | | (3,887) | | | | | | (134) | | | | | | (200) | | | | | | (858) | | | | | | (18,687) | | | | |
|
(51,318)
|
| |
Current maturities in respect of Debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,914) | | | | |
|
(17,914)
|
| |
Current maturities of lease liability
|
| | | | (1,039) | | | | | | — | | | | | | — | | | | | | (82) | | | | | | (4,521) | | | | | | (44) | | | | |
|
(5,686)
|
| |
Financial liabilities measured at fair value
through profit or loss |
| | | | — | | | | | | (14,567) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(14,567)
|
| |
| | | | | (78,199) | | | | | | (19,907) | | | | | | (2,048) | | | | | | (1,883) | | | | | | (35,934) | | | | | | (40,753) | | | | | | (178,724) | | |
Non-current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (286,656) | | | | |
|
(286,656)
|
| |
Convertible Debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (100,995) | | | | |
|
(100,995)
|
| |
Loans from banking corporations and other financial institutions
|
| | | | (381,552) | | | | | | — | | | | | | (16,945) | | | | | | (38,730) | | | | | | (731,342) | | | | | | — | | | | |
|
(1,168,569)
|
| |
Loans from non-controlling interests
|
| | | | (62,841) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,272) | | | | |
|
(78,113)
|
| |
Lease liability
|
| | | | (35,385) | | | | | | — | | | | | | — | | | | | | (1,180) | | | | | | (62,989) | | | | | | (406) | | | | |
|
(99,960)
|
| |
Other long term payables
|
| | | | (1,132) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(1,132)
|
| |
Other financial liabilities
|
| | | | (38,742) | | | | | | (74,996) | | | | | | (5,452) | | | | | | — | | | | | | (2,956) | | | | | | — | | | | |
|
(122,146)
|
| |
| | | | | (519,653) | | | | | | (74,996) | | | | | | (22,397) | | | | | | (39,910) | | | | | | (797,287) | | | | | | (403,329) | | | | | | (1,857,571) | | |
Total assets (liabilities), net
|
| | | | (461,729) | | | | | | (90,799) | | | | | | 1,624 | | | | | | (34,191) | | | | | | (787,953) | | | | | | (194,792) | | | | | | (1,567,841) | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Linked to
the EUR |
| |
Linked to
the USD |
| |
Linked to
the HRK |
| |
Linked to
the HUF |
| |
Linked to
the CPI |
| |
Unlinked
|
| |
Total
|
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 24,180 | | | | | | 1,724 | | | | | | 77 | | | | | | 2,086 | | | | | | — | | | | | | 71,262 | | | | | | 99,330 | | |
Restricted cash
|
| | | | 47,647 | | | | | | — | | | | | | — | | | | | | 732 | | | | | | — | | | | | | 39,384 | | | | | | 87,763 | | |
Financial assets measured at fair value through profit or loss
|
| | | | — | | | | | | 649 | | | | | | — | | | | | | — | | | | | | 11,663 | | | | | | 20,196 | | | | | | 32,509 | | |
Trade receivables
|
| | | | 5,835 | | | | | | 1,559 | | | | | | — | | | | | | 110 | | | | | | — | | | | | | 3,914 | | | | | | 11,419 | | |
Other receivables
|
| | | | 2,531 | | | | | | 249 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,965 | | | | | | 7,745 | | |
| | | | | 80,193 | | | | | | 4,181 | | | | | | 77 | | | | | | 2,928 | | | | | | 11,663 | | | | | | 139,721 | | | | | | 238,765 | | |
Non-current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | 13,011 | | | | | | — | | | | | | — | | | | | | 2,075 | | | | | | — | | | | | | 4,645 | | | | | | 19,731 | | |
Long term receivables
|
| | | | — | | | | | | — | | | | | | — | | | | | | 20 | | | | | | — | | | | | | — | | | | | | 20 | | |
Financial assets measured at fair value through profit or loss
|
| | | | 10,115 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,115 | | |
Loans to equity-accounted entities
|
| | | | 25,829 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,095 | | | | | | 793 | | | | | | 43,717 | | |
| | | | | 48,955 | | | | | | — | | | | | | — | | | | | | 2,095 | | | | | | 17,095 | | | | | | 5,438 | | | | | | 73,583 | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit and current maturities in respect of loans from banking corporations and other financial institutions
|
| | | | (21,620) | | | | | | — | | | | | | (1,720) | | | | | | (1,077) | | | | | | (180,923) | | | | | | (2,953) | | | | | | (208,293) | | |
Trade payables
|
| | | | (2,193) | | | | | | (61) | | | | | | (519) | | | | | | (87) | | | | | | — | | | | | | (5,100) | | | | | | (7,960) | | |
Other payables
|
| | | | (9,045) | | | | | | — | | | | | | (303) | | | | | | (236) | | | | | | (146) | | | | | | (64,921) | | | | | | (74,651) | | |
Current maturities in respect of debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,329) | | | | | | (17,329) | | |
Current maturities of lease liability
|
| | | | (156) | | | | | | — | | | | | | — | | | | | | (86) | | | | | | (5,320) | | | | | | (43) | | | | | | (5,605) | | |
Current maturities in respect of loans from non-controlling interests
|
| | | | (5,433) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,433) | | |
| | | | | (38,447) | | | | | | (61) | | | | | | (2,542) | | | | | | (1,486) | | | | | | (186,389) | | | | | | (90,347) | | | | | | (319,271) | | |
Non-current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (186,777) | | | | | | (186,777) | | |
Loans from banking corporations and other financial institutions
|
| | | | (298,469) | | | | | | — | | | | | | (20,133) | | | | | | (44,069) | | | | | | (269,473) | | | | | | — | | | | | | (632,144) | | |
Loans from non-controlling interests
|
| | | | (26,691) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,117) | | | | | | (40,808) | | |
Lease liability
|
| | | | (14,211) | | | | | | — | | | | | | — | | | | | | (1,272) | | | | | | (58,226) | | | | | | (416) | | | | | | (74,124) | | |
Other long term payables
|
| | | | (2,453) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,453) | | |
Other financial liabilities
|
| | | | (17,859) | | | | | | — | | | | | | (5,853) | | | | | | (5,676) | | | | | | (2,949) | | | | | | (1,581) | | | | | | (33,919) | | |
| | | | | (359,683) | | | | | | — | | | | | | (25,986) | | | | | | (51,017) | | | | | | (330,648) | | | | | | (202,891) | | | | | | (970,226) | | |
Total assets (liabilities), net
|
| | | | (268,982) | | | | | | (4,120) | | | | | | (28,451) | | | | | | (47,479) | | | | | | (488,279) | | | | | | (148,078) | | | | | | (977,149) | | |
| | |
USD in thousands
|
| |||
As of December 31, 2021: | | | | | | | |
Prime-linked bank deposits
|
| | | | 144,751 | | |
Euribor-linked credit from banking corporations(*)
|
| | | | (3,156) | | |
Euribor-linked loan from banking corporation
|
| | | | (1,259) | | |
As of December 31, 2020: | | | | | | | |
Euribor-linked loan from banking corporation
|
| | | | (1,467) | | |
| | |
Interest rates
|
| |
Par value
|
| |
Repayment date
|
| |
Carrying value
|
| ||||||||||||
Hedged contract
|
| |
Original
|
| |
After
hedging |
| |
EUR in
thousands |
| |
Final
|
| |
USD in
thousands |
| |||||||||
Loan to finance the Lukovac project
|
| |
3 month Euribor
|
| |
0.75%
|
| | | | 23,096 | | | | | | 31/03/2031 | | | | | | (909) | | |
Loan to finance the Picasso project
|
| |
3 month Euribor
|
| |
1.08%
|
| | | | 44,857 | | | | | | 31/03/2039 | | | | | | 767 | | |
Loan to finance the Gecama project
|
| |
6 month Euribor
|
| |
0.147%
|
| | | | 152,000 | | | | | | 30/06/2035 | | | | | | 3,085 | | |
Loan to finance the Raaba and
Meg projects |
| |
3 month Bubor
|
| |
1.445%–3.7%
|
| | | | 36,492 | | | | | | 31/12/2030 | | | | | | 3,605 | | |
Loan to finance the Bjorn project
|
| |
6 month Euribor
|
| |
0.526%
|
| | | | 165,639 | | | | | | 31/12/2040 | | | | | | (1,719) | | |
| | |
As of December 31, 2021(**)
|
| |||||||||||||||||||||||||||||||||||||||
| | |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
After 2026
|
| |
Total
|
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Restricted cash
|
| | | | 550 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,368 | | | | | | 21,918 | | |
Loans to non-controlling interests
|
| | | | 514 | | | | | | 513 | | | | | | 512 | | | | | | 510 | | | | | | 508 | | | | | | 4,429 | | | | | | 6,986 | | |
| | | | | 1,064 | | | | | | 513 | | | | | | 512 | | | | | | 510 | | | | | | 508 | | | | | | 25,797 | | | | | | 28,904 | | |
Loans from non-controlling interests
|
| | | | (233) | | | | | | (3,857) | | | | | | (23,373) | | | | | | (2,906) | | | | | | (2,914) | | | | | | (44,803) | | | | | | (78,086) | | |
Debentures(*)
|
| | | | (27,460) | | | | | | (26,819) | | | | | | (26,181) | | | | | | (47,174) | | | | | | (102,775) | | | | | | (247,678) | | | | | | (478,087) | | |
Other financial liabilities
|
| | | | (453) | | | | | | (450) | | | | | | (447) | | | | | | (426) | | | | | | (367) | | | | | | (32,232) | | | | | | (34,375) | | |
Lease liability
|
| | | | (5,686) | | | | | | (6,316) | | | | | | (8,103) | | | | | | (7,667) | | | | | | (7,568) | | | | | | (74,262) | | | | | | (109,602) | | |
Credit and loans from banking corporations and other financial institutions(*)
|
| | | | (73,341) | | | | | | (80,532) | | | | | | (85,384) | | | | | | (85,170) | | | | | | (81,798) | | | | | | (841,122) | | | | | | (1,247,347) | | |
| | | | | (107,173) | | | | | | (117,974) | | | | | | (143,488) | | | | | | (143,343) | | | | | | (195,422) | | | | | | (1,240,097) | | | | | | (1,947,497) | | |
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets measured at fair value through profit or
loss |
| | | | 39,364 | | | | | | — | | | | | | — | | | | |
|
39,364
|
| |
Contracts in respect of forward transactions
|
| | | | — | | | | | | 9,998 | | | | | | — | | | | |
|
9,998
|
| |
Interest rate swaps
|
| | | | — | | | | | | 7,457 | | | | | | — | | | | |
|
7,457
|
| |
Non-marketable shares measured at fair value through
profit or loss |
| | | | — | | | | | | — | | | | | | 28,682 | | | | |
|
28,682
|
| |
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swaps
|
| | | | — | | | | | | (2,627) | | | | | | — | | | | |
|
(2,627)
|
| |
Contracts in respect of forward transactions
|
| | | | — | | | | | | (8,831) | | | | | | — | | | | |
|
(8,831)
|
| |
Transactions to peg electricity prices swap (CFD differences contract)
|
| | | | — | | | | | | (31,352) | | | | | | — | | | | |
|
(31,352)
|
| |
Performance-based (“earn out”) contingent consideration (“Earn Out”), see Note 8A(1)
|
| | | | — | | | | | | — | | | | | | (61,362) | | | | |
|
(61,362)
|
| |
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets measured at fair value through profit or
loss |
| | | | 32,509 | | | | | | — | | | | | | — | | | | |
|
32,509
|
| |
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swaps
|
| | | | — | | | | | | (14,525) | | | | | | — | | | | |
|
(14,525)
|
| |
Contracts in respect of forward transactions
|
| | | | — | | | | | | (3,038) | | | | | | — | | | | |
|
(3,038)
|
| |
| | | | | |
Carrying value
|
| |
Fair value
|
| ||||||||||||||||||
| | |
Fair value
level |
| |
As of December 31
|
| |
As of December 31
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |||||||||||||||
| | | | | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Debentures
|
| | Level 1 | | | |
|
408,771
|
| | | | | 206,527 | | | | |
|
442,815
|
| | | | | 219,953 | | |
Loans from banking corporations and other financial institutions(1)
|
| | Level 3 | | | |
|
355,808
|
| | | | | 406,403 | | | | |
|
411,456
|
| | | | | 463,779 | | |
Liability in respect of deferred consideration arrangement(1)
|
| | Level 3 | | | |
|
3,123
|
| | | | | 3,096 | | | | |
|
5,219
|
| | | | | 4,092 | | |
| | |
December 31 2021
|
| |
December 31 2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Current | | | | | | | | | | | | | |
Contracts in respect of forward transactions
|
| | |
|
8,923
|
| | | | | 1,457 | | |
Interest rate swaps
|
| | |
|
4,219
|
| | | | | — | | |
Electricity price exchange contracts
|
| | |
|
14,461
|
| | | | | — | | |
Contingent payments based on achievement of milestones
(“earn out”)(1) |
| | |
|
14,566
|
| | | | | — | | |
| | | |
|
42,169
|
| | | | | 1,457 | | |
Non-current | | | | | | | | | | | | | |
Contracts in respect of forward transactions
|
| | |
|
—
|
| | | | | 1,582 | | |
Contingent payments based on achievement of milestones (“earn out”)
as well as the founder’s put option(1) |
| | |
|
74,996
|
| | | | | — | | |
Interest rate swaps
|
| | |
|
2,627
|
| | | | | 14,525 | | |
Electricity price exchange contracts
|
| | |
|
12,673
|
| | | | | — | | |
Liability in respect of deferred consideration arrangement(2)
|
| | |
|
2,956
|
| | | | | 2,949 | | |
| | | |
|
93,252
|
| | | | | 19,056 | | |
| Israel segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through solar energy in Israel, from power purchase agreements at fixed tariffs over extended periods. | |
| Central-Eastern Europe segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through wind energy and solar energy in countries of Central-Eastern Europe, mostly at fixed tariffs over extended periods. | |
| Western Europe segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through wind energy in countries of Western Europe, mostly at prices determined in the free market (willing buyer to willing seller). | |
|
Management and construction segment
|
| | — | | | Produces its revenue from the provision of management services to projects in stages of development, construction or operation, and from the provision of construction services for projects which are fully or partially owned by the Company. | |
| | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of
electricity |
| | |
|
51,776
|
| | | |
|
61,326
|
| | | |
|
14,064
|
| | | |
|
8,152
|
| | | |
|
—
|
| | | |
|
135,318
|
| |
Intercompany management and construction services
revenues |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
10,894
|
| | | |
|
(10,894)
|
| | | |
|
—
|
| |
Segments Revenues
|
| | | | 51,776 | | | | | | 61,326 | | | | | | 14,064 | | | | | | 19,046 | | | | | | (10,894) | | | | | | 135,318 | | |
| | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Reconciliation—proceeds from sale
of electricity recognized as repayment of contract asset under concession arrangement |
| | |
|
(32,857)
|
| | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | |
|
(32,857)
|
| |
Total Reportable Revenues
|
| | | | 18,919 | | | | | | 61,326 | | | | | | 14,064 | | | | | | 19,046 | | | | | | (10,894) | | | | | | 102,461 | | |
Segment Adjusted EBITDA
|
| | | | 44,549 | | | | | | 51,610 | | | | | | 11,183 | | | | | | 6,623 | | | | | | (14,897)(*) | | | | | | 99,068 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(32,857)
|
| |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(24,480)
|
| |
U.S. acquisition expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(7,331)
|
| |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 34,400 | | |
Finance income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
30,333
|
| |
Finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(37,175)
|
| |
Share of loss of equity accounted investees
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(189)
|
| |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,369 | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of electricity
|
| | | | 48,119 | | | | | | 48,286 | | | | | | 2,613 | | | | | | 2,556 | | | | | | — | | | | | | 101,574 | | |
Intercompany management and construction services
revenues |
| | | | — | | | | | | — | | | | | | — | | | | | | 10,864 | | | | | | (10,864) | | | | | | — | | |
Segments Revenues
|
| | | | 48,119 | | | | | | 48,286 | | | | | | 2,613 | | | | | | 13,420 | | | | | | (10,864) | | | | | | 101,574 | | |
Reconciliation-proceeds from sale of
electricity recognized as repayment of contract asset under concession arrangement |
| | | | (31,250) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (31,250) | | |
Total Reportable Revenues
|
| | | | 16,869 | | | | | | 48,286 | | | | | | 2,613 | | | | | | 13,420 | | | | | | (10,864) | | | | | | 70,324 | | |
Segment Adjusted EBITDA
|
| | | | 40,722 | | | | | | 40,317 | | | | | | 1,222 | | | | | | 3,693 | | | | | | (8,210)(*) | | | | | | 77,744 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (31,250) | | |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (18,120) | | |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,374 | | |
Finance income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,214 | | |
Finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (31,408) | | |
Early prepayment fee
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (67,594) | | |
| | |
For the year ended December 31, 2020
|
| ||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| |||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||
Share of loss of equity accounted investees
|
| | | | | | | | | | | | | | | | | | | 26 | | |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | (53,388) | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
NIS in thousands
|
| |
NIS in thousands
|
| ||||||
Compensation and benefits which were given to interested parties and related parties:
|
| | | | | | | | | | | | |
Payroll and related expenses to interested parties employed in the Company
|
| | | | 2,071 | | | | | | 1,728 | | |
Granting of options to interested parties employed in the Company
|
| | | | 2,961 | | | | | | 2,104 | | |
Number of people to whom the benefit applies
|
| | | | 1 | | | | | | 1 | | |
Compensation for directors who are not employed in the Company
|
| | | | 1,819 | | | | | | 1,280 | | |
Number of people to whom the benefit applies
|
| | | | 7 | | | | | | 6 | | |
Granting of options to directors who are not employed in the Company
|
| | | | 844 | | | | | | 658 | | |
Number of people to whom the benefit applies
|
| | | | 1 | | | | | | 1 | | |
Relevant year
|
| |
Updated base
salary (NIS) |
| |
Number of annual bonus salaries subject to the
fulfillment of targets which will be determined according to the Company’s compensation policy* |
| |||
2021 (effective beginning from the date of the meeting’s approval)
|
| | | | 86,600** | | | |
6
|
|
2021—Additional special compensation in respect of the closing of the Clēnera transaction—USA
|
| | | | 150,000 | | | |
Non-recurring
|
|
2022
|
| | | | 95,000 | | | |
8
|
|
2023
|
| | | | 105,000 | | | |
9
|
|
| | |
June 30 2022
|
| |
December 31 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
|
250,553
|
| | | | | 265,933 | | |
Restricted cash
|
| | |
|
89,509
|
| | | | | 35,179 | | |
Financial assets at fair value through profit or loss
|
| | |
|
33,139
|
| | | | | 39,364 | | |
Trade receivables
|
| | |
|
25,501
|
| | | | | 17,900 | | |
Other receivables
|
| | |
|
24,811
|
| | | | | 28,147 | | |
Current maturities of contract assets
|
| | |
|
7,189
|
| | | | | 16,789 | | |
Other financial assets
|
| | |
|
11,568
|
| | | | | 9,999 | | |
Total current assets
|
| | |
|
442,270
|
| | | | | 413,311 | | |
Non-current assets | | | | | | | | | | | | | |
Restricted cash
|
| | |
|
29,512
|
| | | | | 21,368 | | |
Other long term receivables
|
| | |
|
5,931
|
| | | | | 6,334 | | |
Deferred costs in respect of projects
|
| | |
|
176,371
|
| | | | | 171,427 | | |
Deferred borrowing costs
|
| | |
|
11,152
|
| | | | | 21,138 | | |
Loans to investee companies
|
| | |
|
26,223
|
| | | | | 26,264 | | |
Contract assets
|
| | |
|
101,223
|
| | | | | 270,253 | | |
Fixed assets, net
|
| | |
|
1,796,797
|
| | | | | 1,488,829 | | |
Intangible assets, net
|
| | |
|
236,360
|
| | | | | 247,059 | | |
Deferred taxes
|
| | |
|
13,757
|
| | | | | 21,864 | | |
Right-of-use asset, net
|
| | |
|
94,979
|
| | | | | 105,250 | | |
Financial assets at fair value through profit or loss
|
| | |
|
26,955
|
| | | | | 28,682 | | |
Other financial assets
|
| | |
|
71,823
|
| | | | | 13,561 | | |
Total non-current assets
|
| | |
|
2,591,083
|
| | | | | 2,422,029 | | |
Total assets
|
| | |
|
3,033,353
|
| | | | | 2,835,340 | | |
| | |
June 30 2022
|
| |
December 31 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Liabilities and equity | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Credit and current maturities of loans from banking corporations and other financial institutions
|
| | |
|
80,981
|
| | | | | 61,822 | | |
Trade payables
|
| | |
|
48,703
|
| | | | | 27,417 | | |
Other payables
|
| | |
|
48,279
|
| | | | | 46,058 | | |
Current maturities of debentures
|
| | |
|
15,918
|
| | | | | 17,914 | | |
Current maturities of lease liability
|
| | |
|
5,889
|
| | | | | 5,686 | | |
Other financial liabilities
|
| | |
|
76,282
|
| | | | | 42,169 | | |
Total current liabilities
|
| | |
|
276,052
|
| | | | | 201,066 | | |
Non-current liabilities | | | | | | | | | | | | | |
Debentures
|
| | |
|
253,866
|
| | | | | 286,656 | | |
Convertible debentures
|
| | |
|
130,513
|
| | | | | 100,995 | | |
Loans from banking corporations and other financial institutions
|
| | |
|
1,224,975
|
| | | | | 1,168,569 | | |
Loans from non-controlling interests
|
| | |
|
87,401
|
| | | | | 78,113 | | |
Other financial liabilities
|
| | |
|
86,010
|
| | | | | 93,252 | | |
Deferred taxes
|
| | |
|
12,099
|
| | | | | 12,411 | | |
Other long term payables
|
| | |
|
1,039
|
| | | | | 1,132 | | |
Employee benefits
|
| | |
|
10,751
|
| | | | | 6,911 | | |
Lease liability
|
| | |
|
90,449
|
| | | | | 99,960 | | |
Asset retirement obligation
|
| | |
|
33,789
|
| | | | | 28,894 | | |
Total non-current liabilities
|
| | |
|
1,930,892
|
| | | | | 1,876,893 | | |
Total liabilities
|
| | |
|
2,206,944
|
| | | | | 2,077,959 | | |
Equity | | | | | | | | | | | | | |
Ordinary share capital
|
| | |
|
2,643
|
| | | | | 2,549 | | |
Share premium
|
| | |
|
625,361
|
| | | | | 556,161 | | |
Capital reserves
|
| | |
|
(6,801)
|
| | | | | (4,514) | | |
Proceeds on account of convertible options
|
| | |
|
15,477
|
| | | | | 10,405 | | |
Accumulated loss
|
| | |
|
(29,284)
|
| | | | | (31,963) | | |
Equity attributable to owners of the Company
|
| | |
|
607,396
|
| | | | | 532,638 | | |
Non-controlling interests
|
| | |
|
219,013
|
| | | | | 224,743 | | |
Total equity
|
| | |
|
826,409
|
| | | | | 757,381 | | |
Total liabilities and equity
|
| | |
|
3,033,353
|
| | | | | 2,835,340 | | |
|
|
Yair Seroussi
|
| |
Gilad Yavetz
|
| |
Nir Yehuda
|
|
|
Chairman of the Board of Directors
|
| |
CEO and Board Member
|
| |
CFO
|
|
| | |
For the six month period ended
|
| |||||||||
| | |
June 30 2022
|
| |
June 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Revenues
|
| | |
|
74,939
|
| | | | | 44,652 | | |
Cost of sales
|
| | |
|
(14,281)
|
| | | | | (9,035) | | |
Depreciation and amortization
|
| | |
|
(16,214)
|
| | | | | (8,020) | | |
Gross profit
|
| | |
|
44,444
|
| | | | | 27,597 | | |
General and administrative expenses
|
| | |
|
(13,912)
|
| | | | | (4,665) | | |
Selling, marketing and project promotion expenses
|
| | |
|
(1,554)
|
| | | | | (1,723) | | |
Development expenses
|
| | |
|
(1,099)
|
| | | | | — | | |
Transaction costs in respect of acquisition of activity in the United
States |
| | |
|
—
|
| | | | | (3,379) | | |
Other income
|
| | |
|
918
|
| | | | | — | | |
| | | |
|
(15,647)
|
| | | | | (9,767) | | |
Operating profit
|
| | |
|
28,797
|
| | | | | 17,830 | | |
Finance income
|
| | |
|
13,303
|
| | | | | 15,085 | | |
Finance expenses
|
| | |
|
(31,663)
|
| | | | | (17,559) | | |
Total finance expenses, net
|
| | |
|
(18,360)
|
| | | | | (2,474) | | |
Profit before tax and equity losses
|
| | |
|
10,437
|
| | | | | 15,356 | | |
Share of losses of equity accounted investees
|
| | |
|
(70)
|
| | | | | (95) | | |
Profit before income taxes
|
| | |
|
10,367
|
| | | | | 15,261 | | |
Taxes on income
|
| | |
|
(2,504)
|
| | | | | (2,357) | | |
Profit for the period
|
| | |
|
7,863
|
| | | | | 12,904 | | |
Other comprehensive income (loss): | | | | | | | | | | | | | |
Amounts which will be classified in the future under profit or loss, net of tax:
|
| | | | | | | | | | | | |
Foreign currency translation for foreign operations
|
| | |
|
43,302
|
| | | | | (7,951) | | |
Effective portion of changes in fair value of cash flow hedging, net
|
| | |
|
33,434
|
| | | | | 7,787 | | |
Other comprehensive income item that will not be transferred to profit
or loss: |
| | | | | | | | | | | | |
Currency translation adjustment
|
| | |
|
(95,712)
|
| | | | | (4,657) | | |
Total other comprehensive loss for the period
|
| | |
|
(18,976)
|
| | | | | (4,821) | | |
Total comprehensive income (loss) for the period
|
| | |
|
(11,113)
|
| | | | | 8,083 | | |
|
| | |
For the six month period ended
|
| |||||||||
| | |
June 30 2022
|
| |
June 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Profit for the year attributed to: | | | | | | | | | | | | | |
Owners of the Company
|
| | |
|
2,679
|
| | | | | 7,997 | | |
Non-controlling interests
|
| | |
|
5,184
|
| | | | | 4,907 | | |
| | | |
|
7,863
|
| | | | | 12,904 | | |
Comprehensive income (loss) for the year attributed to: | | | | | | | | | | | | | |
Owners of the Company
|
| | |
|
(7,721)
|
| | | | | 5,545 | | |
Non-controlling interests
|
| | |
|
(3,392)
|
| | | | | 2,538 | | |
| | | |
|
(11,113)
|
| | | | | 8,083 | | |
Earnings per ordinary share (in USD) with a par value of NIS 0.01 attributable to owners of the Company:
|
| | | | | | | | | | | | |
Basic earnings per share
|
| | |
|
0.003
|
| | | | | 0.009 | | |
Diluted earnings per share
|
| | |
|
0.003
|
| | | | | 0.009 | | |
Weighted average of share capital used in the calculation of profit: | | | | | | | | | | | | | |
Basic per share
|
| | |
|
945,663,290
|
| | | | | 886,060,907 | | |
Diluted per share
|
| | |
|
972,149,189
|
| | | | | 919,324,009 | | |
| | |
For the six month period ended June 30, 2022 (unaudited)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Owners of the Company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Capital reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | |
Share
capital |
| |
Share
premium |
| |
Proceeds on
account of convertible options |
| |
Controlling
shareholders |
| |
Transactions
with non- controlling interests |
| |
Transactions
Share-based payment |
| |
Hedge
reserve |
| |
Translation
reserve from foreign operations |
| |
Translation
reserve from currency presentation |
| |
Accumulated
loss |
| |
Total
attributable to the owners of the Company |
| |
Non-
controlling interests |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2022
|
| | | | 2,549 | | | | | | 556,161 | | | | | | 10,405 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 20,100 | | | | | | (14,548) | | | | | | (54,960) | | | | | | 58,948 | | | | | | (31,963) | | | | | | 532,638 | | | | | | 224,743 | | | | | | 757,381 | | |
Income for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,679 | | | | | | 2,679 | | | | | | 5,184 | | | | | | 7,863 | | |
Other comprehensive income : | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value changes of financial instruments used for cash
flow hedging, net of tax |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
19,717
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
19,717
|
| | | |
|
13,717
|
| | | |
|
33,434
|
| |
Exchange differences due to translation of foreign operations
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
40,011
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
40,011
|
| | | |
|
3,291
|
| | | |
|
43,302
|
| |
Other comprehensive loss item that will not be transferred to profit or loss:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presentation currency translation
adjustment |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(70,128)
|
| | | |
|
—
|
| | | |
|
(70,128)
|
| | | |
|
(25,584)
|
| | | |
|
(95,712)
|
| |
Total other comprehensive income (loss) for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,717 | | | | | | 40,011 | | | | | | (70,128) | | | | | | — | | | | | | (10,400) | | | | | | (8,576) | | | | | | (18,976) | | |
Total comprehensive income (loss) for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,717 | | | | | | 40,011 | | | | | | (70,128) | | | | | | 2,679 | | | | | | (7,721) | | | | | | (3,392) | | | | | | (11,113) | | |
Share-based payment
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
8,113
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
8,113
|
| | | |
|
—
|
| | | |
|
8,113
|
| |
Issuance of convertible debentures
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
5,072
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
5,072
|
| | | |
|
—
|
| | | |
|
5,072
|
| |
Issuance of shares
|
| | |
|
94
|
| | | |
|
69,200
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
69,294
|
| | | |
|
—
|
| | | |
|
69,294
|
| |
Investment in consolidated entity
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
775
|
| | | |
|
775
|
| |
Dividends and distribution to by non-controlling interest
in subsidiaries |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(3,113)
|
| | | |
|
(3,113)
|
| |
| | | | | 94 | | | | | | 69,200 | | | | | | 5,072 | | | | | | — | | | | | | — | | | | | | 8,113 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,479 | | | | | | (2,338) | | | | | | 80,141 | | |
Balance as of June 30, 2022
|
| | | | 2,643 | | | | | | 625,361 | | | | | | 15,477 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 28,213 | | | | | | 5,169 | | | | | | (14,949) | | | | | | (11,180) | | | | | | (29,284) | | | | | | 607,396 | | | | | | 219,013 | | | | | | 826,409 | | |
| | |
For the six month period ended June 30, 2021 (unaudited)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Owners of the Company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
Capital reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | |
Share capital
|
| |
Share
premium |
| |
Controlling
shareholders |
| |
Transactions
with non- controlling interests |
| |
Transactions
Share-based payment |
| |
Hedge
reserve |
| |
Translation
reserve from foreign operations |
| |
Translation
reserve from currency presentation |
| |
Accumulated
loss |
| |
Total
attributable to the owners of the Company |
| |
Non-
controlling interests |
| |
Total
|
| ||||||||||||||||||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2021
|
| | | | 2,239 | | | | | | 380,529 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 13,615 | | | | | | (8,325) | | | | | | (2,350) | | | | | | 37,080 | | | | | | (43,180) | | | | | | 365,554 | | | | | | 146,851 | | | | | | 512,405 | | |
Income for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,997 | | | | | | 7,997 | | | | | | 4,907 | | | | | | 12,904 | | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value changes of financial instruments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
used for cash flow hedging, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,483 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,483 | | | | | | 1,304 | | | | | | 7,787 | | |
Exchange differences due to translation of foreign operations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,012) | | | | | | — | | | | | | — | | | | | | (6,012) | | | | | | (1,939) | | | | | | (7,951) | | |
Other comprehensive loss item that will not be transferred to profit or loss:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presentation currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,923) | | | | | | — | | | | | | (2,923) | | | | | | (1,734) | | | | | | (4,657) | | |
Total other comprehensive loss for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,483 | | | | | | (6,012) | | | | | | (2,923) | | | | | | — | | | | | | (2,452) | | | | | | (2,369) | | | | | | (4,821) | | |
Total comprehensive income (loss) for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,483 | | | | | | (6,012) | | | | | | (2,923) | | | | | | 7,997 | | | | | | 5,545 | | | | | | 2,538 | | | | | | 8,083 | | |
Share-based payment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,929 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,929 | | | | | | — | | | | | | 1,929 | | |
Issuance of shares
|
| | | | 284 | | | | | | 175,681 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 175,965 | | | | | | — | | | | | | 175,965 | | |
Exercise of share options
|
| | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 2 | | |
Initial consolidation of Bjorn
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,588 | | | | | | 22,588 | | |
Investment by non-controlling interest in subsidiaries
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,086 | | | | | | 22,086 | | |
Dividends and distribution to by non-controlling interest in subsidiaries
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,215) | | | | | | (1,215) | | |
| | | | | 286 | | | | | | 175,681 | | | | | | — | | | | | | — | | | | | | 1,929 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 177,896 | | | | | | 43,459 | | | | | | 221,355 | | |
Balance as of June 30, 2021
|
| | | | 2,525 | | | | | | 556,210 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 15,544 | | | | | | (1,842) | | | | | | (8,362) | | | | | | 34,157 | | | | | | (35,183) | | | | | | 548,995 | | | | | | 192,848 | | | | | | 741,843 | | |
| | |
For the six month period ended
|
| |||||||||
| | |
June 30 2022
|
| |
June 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash flows for operating activities | | | | | | | | | | | | | |
Profit for the period
|
| | |
|
7,863
|
| | | | | 12,904 | | |
Adjustments required to present cash flows from operating activities (Annex A)
|
| | |
|
30,702
|
| | | | | 7,694 | | |
Cash from operating activities
|
| | |
|
38,565
|
| | | | | 20,598 | | |
Interest receipts
|
| | |
|
1,457
|
| | | | | 602 | | |
Paid interest
|
| | |
|
(15,272)
|
| | | | | (12,034) | | |
Paid tax income
|
| | |
|
(1,741)
|
| | | | | (2,773) | | |
Repayment of contract assets
|
| | |
|
10,699
|
| | | | | 16,493 | | |
Net cash from operating activities
|
| | |
|
33,708
|
| | | | | 22,886 | | |
Cash flows for investing activities | | | | | | | | | | | | | |
Acquisition of consolidated companies (See Annex B)
|
| | |
|
—
|
| | | | | 4,154 | | |
Restricted cash, net
|
| | |
|
(72,593)
|
| | | | | 12,170 | | |
Purchase, development and construction of fixed assets
|
| | |
|
(246,689)
|
| | | | | (158,935) | | |
Investment in deferred costs in respect of projects
|
| | |
|
(16,766)
|
| | | | | (1,264) | | |
Proceeds from sale (purchase) of short-term financial assets measured at
fair value through profit or loss, net |
| | |
|
190
|
| | | | | (307) | | |
Payments on account of acquisition of consolidated company
|
| | |
|
(1,202)
|
| | | | | — | | |
Loan to investee
|
| | |
|
(1,519)
|
| | | | | (3,311) | | |
Investment in investee
|
| | |
|
(98)
|
| | | | | (8,265) | | |
Investment in other financial assets
|
| | |
|
—
|
| | | | | (9,380) | | |
Loan to non-controlling interests
|
| | |
|
—
|
| | | | | (6,424) | | |
Net cash used in investing activities
|
| | |
|
(338,677)
|
| | | | | (171,562) | | |
| | |
For the six month period ended
|
| |||||||||
| | |
June 30 2022
|
| |
June 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash flows from financing activities | | | | | | | | | | | | | |
Receipt of loans from banks and other financial institutions
|
| | |
|
213,998
|
| | | | | 439,194 | | |
Repayment of loans from banks and other financial institutions
|
| | |
|
(24,032)
|
| | | | | (256,474) | | |
Issuance of shares
|
| | |
|
69,294
|
| | | | | 175,109 | | |
Exercise of share options
|
| | |
|
—
|
| | | | | 2 | | |
Issuance of convertible debentures
|
| | |
|
47,578
|
| | | | | — | | |
Repayment of debentures
|
| | |
|
(1,464)
|
| | | | | (1,428) | | |
Distribution of profits in consolidated partnership
|
| | |
|
(3,113)
|
| | | | | (242) | | |
Proceeds from settlement of derivative financial instruments
|
| | |
|
4,392
|
| | | | | — | | |
Deferred borrowing costs
|
| | |
|
(2,637)
|
| | | | | (5,775) | | |
Receipt of loans from non-controlling interests
|
| | |
|
19,278
|
| | | | | — | | |
Repayment of loans from non-controlling interests
|
| | |
|
(2,387)
|
| | | | | (6,030) | | |
Proceeds from investment in entities by non-controlling interest
|
| | |
|
775
|
| | | | | 22,086 | | |
Repayment of lease liability
|
| | |
|
(2,715)
|
| | | | | (2,345) | | |
Net cash from financing activities
|
| | |
|
318,967
|
| | | | | 364,097 | | |
Increase in cash and cash equivalents
|
| | |
|
13,998
|
| | | | | 215,421 | | |
Balance of cash and cash equivalents at beginning of period
|
| | |
|
265,933
|
| | | | | 99,330 | | |
Impact of changes in exchange rates on held cash balances in foreign currency
|
| | | | (29,378) | | | | |
|
230
|
| |
Cash and cash equivalents at end of period
|
| | |
|
250,553
|
| | | | | 314,981 | | |
| | |
For the six month period ended
|
| |||||||||
| | |
June 30 2022
|
| |
June 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Annex A—Adjustments Required to Present | | | | ||||||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Income and expenses not associated with cash flows: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
17,032
|
| | | | | 8,373 | | |
Finance expenses in respect of project finance loans
|
| | |
|
26,090
|
| | | | | 14,271 | | |
Finance expenses in respect of loans from non-controlling interests
|
| | |
|
450
|
| | | | | 680 | | |
Finance expenses in respect of contingent consideration
|
| | |
|
1,900
|
| | | | | — | | |
Fair value changes of financial assets measured at fair value through profit or loss
|
| | |
|
591
|
| | | | | (1,394) | | |
Share-based payment
|
| | |
|
5,110
|
| | | | | 1,228 | | |
Deferred taxes
|
| | |
|
1,130
|
| | | | | 1,094 | | |
Finance income from contract asset in respect of concession arrangements
|
| | |
|
(11,431)
|
| | | | | (12,646) | | |
Interest income from loans to investees
|
| | |
|
(539)
|
| | | | | (891) | | |
Exchange differences and others
|
| | | | (1,050) | | | | | | 754 | | |
Finance expenses in respect of lease liability
|
| | |
|
853
|
| | | | | 550 | | |
Company’s share in losses of investee partnerships
|
| | |
|
71
|
| | | | | 149 | | |
Finance expenses (income) in respect of forward transaction
|
| | |
|
823
|
| | | | | 196 | | |
| | | |
|
41,030
|
| | | | | 12,364 | | |
Changes in assets and liabilities items: | | | | | | | | | | | | | |
Decrease (increase) in other receivables
|
| | |
|
(851)
|
| | | | | 1,169 | | |
Increase in trade receivables
|
| | |
|
(10,057)
|
| | | | | (7,613) | | |
Increase (decrease) in other payables
|
| | |
|
1,947
|
| | | | | (103) | | |
Increase (decrease) in trade payables
|
| | |
|
(1,367)
|
| | | | | 1,877 | | |
| | | |
|
(10,328)
|
| | | | | (4,670) | | |
| | | |
|
30,702
|
| | | | | 7,694 | | |
|
| | |
For the six month period ended
|
| |||||||||
| | |
June 30 2022
|
| |
June 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Annex B—Acquisition of Newly Consolidated Companies: | | | | | | | | | | | | | |
Working capital (except for cash and cash equivalents)
|
| | | | — | | | | | | (37,009) | | |
Fixed assets, net
|
| | | | — | | | | | | 121,889 | | |
Intangible assets
|
| | | | — | | | | | | 16,291 | | |
Deferred borrowing costs
|
| | | | — | | | | | | 5,738 | | |
Investment in investee
|
| | | | — | | | | | | (39,803) | | |
Loan to investee
|
| | | | — | | | | | | (24,512) | | |
Deferred taxes
|
| | | | — | | | | | | 26 | | |
Loan from non-controlling interests
|
| | | | — | | | | | | (23,553) | | |
Non-controlling interests
|
| | | | — | | | | | | (22,588) | | |
Right-of-use asset and lease liability, net
|
| | | | — | | | | | | (633) | | |
Total consideration which was paid after deducting cash (cash surplus upon consolidation) in consolidated companies
|
| | | | — | | | | | | (4,154) | | |
| | |
Representative exchange rate of the
|
| |
CPI(*)
|
| ||||||||||||||||||||||||
| | |
EUR
|
| |
NIS
|
| |
HUF
|
| |
HRK
|
| |
Known
CPI |
| |||||||||||||||
| | |
(To USD 1)
|
| |
In points
|
| ||||||||||||||||||||||||
Date of the financial statements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, 2022
|
| | |
|
1.039
|
| | | |
|
0.29
|
| | | |
|
0.0026
|
| | | |
|
0.138
|
| | | |
|
107.81
|
| |
As of December 31, 2021
|
| | | | 1.132 | | | | | | 0.32 | | | | | | 0.0032 | | | | | | 0.150 | | | | | | 104.5 | | |
| | |
%
|
| |
%
|
| |
%
|
| |
%
|
| |
%
|
| |||||||||||||||
Rates of change: | | | | | | | |||||||||||||||||||||||||
For the six month period ended: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, 2022
|
| | |
|
(8.2)
|
| | | |
|
(11.1)
|
| | | |
|
(20.0)
|
| | | |
|
(8.3)
|
| | | |
|
3.1
|
| |
As of June 30, 2021
|
| | | | (3.1) | | | | | | (1.38) | | | | | | (1.38) | | | | | | (2.5) | | | | | | 1.39 | | |
| | |
As of June 30, 2022 (unaudited)
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Fair value of items which are periodically measured at fair value:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets measured at fair value through profit or loss
|
| | |
|
33,139
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
33,139
|
| |
Contracts in respect of forward transactions
|
| | |
|
—
|
| | | |
|
11,570
|
| | | |
|
—
|
| | | |
|
11,570
|
| |
Interest rate swaps
|
| | |
|
—
|
| | | |
|
66,387
|
| | | |
|
—
|
| | | |
|
66,387
|
| |
Non-marketable shares measured at fair value through profit or loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
26,955
|
| | | |
|
26,955
|
| |
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions to peg electricity prices swap (CFD differences contract)
|
| | |
|
—
|
| | | |
|
(67,507)
|
| | | |
|
—
|
| | | |
|
(67,507)
|
| |
Performance-based (“earn out”) contingent consideration
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
(63,261)
|
| | | |
|
(63,261)
|
| |
| | |
As of December 31, 2021 (audited)
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Fair value of items which are periodically measured at fair value:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets measured at fair value through profit or loss
|
| | | | 39,364 | | | | | | — | | | | | | — | | | | | | 39,364 | | |
Contracts in respect of forward transactions
|
| | | | — | | | | | | 9,998 | | | | | | — | | | | | | 9,998 | | |
Interest rate swaps
|
| | | | — | | | | | | 7,457 | | | | | | — | | | | | | 7,457 | | |
Non-marketable shares measured at fair value through profit or loss
|
| | | | — | | | | | | — | | | | | | 28,682 | | | | | | 28,682 | | |
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swaps
|
| | | | — | | | | | | (2,627) | | | | | | — | | | | | | (2,627) | | |
Contracts in respect of forward transactions
|
| | | | — | | | | | | (8,831) | | | | | | — | | | | | | (8,831) | | |
Transactions to peg electricity prices swap (CFD differences contract)
|
| | | | — | | | | | | (31,352) | | | | | | — | | | | | | (31,352) | | |
Performance-based (“earn out”) contingent consideration
|
| | | | — | | | | | | — | | | | | | (61,362) | | | | | | (61,362) | | |
| | | | | |
Carrying value as of
|
| |
Fair value as of
|
| ||||||||||||||||||
| | |
Fair value
level |
| |
June 30
2022 |
| |
December 31
2021 |
| |
June 30
2022 |
| |
December 31
2021 |
| ||||||||||||
| | | | | |
USD
in thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
| | | | | |
(Unaudited)
|
| |
(Audited)
|
| |
(Unaudited)
|
| |
(Audited)
|
| ||||||||||||
Debentures
|
| |
Level 1
|
| | |
|
403,197
|
| | | | | 408,771 | | | | |
|
399,005
|
| | | | | 442,815 | | |
Loans from banks and other financial institutions(1)
|
| |
Level 3
|
| | |
|
608,578
|
| | | | | 355,808 | | | | |
|
668,891
|
| | | | | 411,456 | | |
Liabilities in respect of contingent consideration arrangements(1)
|
| |
Level 3
|
| | |
|
2,824
|
| | | | | 3,123 | | | | |
|
3,941
|
| | | | | 5,219 | | |
| Israel segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through solar energy in Israel, from power purchase agreements at fixed tariffs over extended periods. | |
| Central-Eastern Europe segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through wind energy and solar energy in countries of Central-Eastern Europe, mostly at fixed tariffs over extended periods. | |
| Western Europe segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through wind energy in countries of Western Europe, mostly at prices determined in the free market (willing buyer to willing seller). | |
|
Management and construction segment
|
| | — | | | Produces its revenue from the provision of management services to projects in stages of development, construction or operation, and from the provision of construction services for projects which are fully or partially owned by the Company. | |
| | |
For the six-month period ended June 30, 2022 (unaudited)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of
electricity |
| | |
|
33,384
|
| | | |
|
37,946
|
| | | |
|
9,596
|
| | | |
|
4,712
|
| | | |
|
—
|
| | | |
|
85,638
|
| |
Intercompany management revenues
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
3,216
|
| | | |
|
(3,216)
|
| | | |
|
—
|
| |
Segment Revenues
|
| | | | 33,384 | | | | | | 37,946 | | | | | | 9,596 | | | | | | 7,928 | | | | | | (3,216) | | | | | | 85,638 | | |
Reconciliation-proceeds from sale of
electricity recognized as repayment of contract asset under concession arrangement |
| | |
|
(10,699)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(10,699)
|
| |
Total Reportable Revenues
|
| | | | 22,685 | | | | | | 37,946 | | | | | | 9,596 | | | | | | 7,928 | | | | | | (3,216) | | | | | | 74,939 | | |
Adjusted Segment EBITDA
|
| | | | 28,625 | | | | | | 30,773 | | | | | | 7,480 | | | | | | 2,573 | | | | | | (7,813)(*) | | | | | | 61,638 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(10,699)
|
| |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(22,142)
|
| |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,797 | | |
Finance income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
13,303
|
| |
Finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(31,663)
|
| |
Share in the losses of equity-accounted investees
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(70)
|
| |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,367 | | |
| | |
For the six months ended June 30, 2021 (unaudited)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of
electricity |
| | | | 26,993 | | | | | | 28,605 | | | | | | 2,822 | | | | | | 2,725 | | | | | | — | | | | | | 61,145 | | |
Intercompany management and construction services revenues
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,561 | | | | | | (5,561) | | | | | | — | | |
Segment Revenues
|
| | | | 26,993 | | | | | | 28,605 | | | | | | 2,822 | | | | | | 8,286 | | | | | | (5,561) | | | | | | 61,145 | | |
Reconciliation-proceeds from sale of
electricity recognized as repayment of contract asset under concession arrangement |
| | | | (16,493) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,493) | | |
Total Reportable Revenues
|
| | | | 10,500 | | | | | | 28,605 | | | | | | 2,822 | | | | | | 8,286 | | | | | | (5,561) | | | | | | 44,652 | | |
Segment Adjusted EBITDA
|
| | | | 23,498 | | | | | | 23,988 | | | | | | 2,084 | | | | | | 2,962 | | | | | | (5,229)(*) | | | | | | 47,303 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (16,493) | | |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (9,601) | | |
U.S. acquisition expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,379) | | |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,830 | | |
Finance income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,085 | | |
Finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (17,559) | | |
Share in the losses of equity-accounted investees
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (95) | | |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,261 | | |
| J.P. Morgan | | |
BofA Securities
|
|
Exhibit
no. |
| |
Description
|
|
1.1* | | | Form of Underwriting Agreement | |
3.1# | | | Articles of Association of the Registrant, as currently in effect | |
3.2 | | |
Form of Amended and Restated Articles of Association of the Registrant to be effective upon the closing of this offering
|
|
4.1 | | | Specimen share certificate of the Registrant | |
5.1* | | |
Opinion of Herzog, Fox & Neeman, counsel to the Registrant, as to the validity of the ordinary shares (including consent)
|
|
10.1* | | | Form of Indemnification Agreement | |
10.2*# | | | 2010 Employee Option Allocation Plan | |
10.3* | | | U.S. Sub-Plan to 2010 Employee Option Allocation Plan | |
10.4# | | | Compensation Policy for Directors and Officers | |
21.1* | | | List of subsidiaries of the Registrant | |
23.1* | | |
Consent of Somekh Chaikin, a member firm of KPMG International, an independent registered public accounting firm
|
|
23.2* | | | Consent of Herzog, Fox & Neeman (included in Exhibit 5.1) | |
24.1* | | | Power of Attorney (included in signature page to Registration Statement) | |
107* | | | Filing Fee Table | |
| | | | Enlight Renewable Energy Ltd. | | |||
| | | | By: | | |
Name: Gilad Yavetz
Title: Chief Executive Officer |
|
|
Name
|
| |
Title
|
|
|
Gilad Yavetz
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
Nir Yehuda
|
| |
Chief Financial Officer
(Principal Financial Officer) |
|
|
Yair Seroussi
|
| | Director | |
|
Liat Benyamini
|
| | Director | |
|
Michal Tzuk
|
| | Director | |
|
Noam Breiman
|
| | Director | |
|
Shai Weil
|
| | Director | |
|
Yitzhak Betzalel
|
| | Director | |
|
Zvi Furman
|
| | Director | |
| | | | Enlight Renewable Energy LLC | | |||
| | | | By: | | |
Name:
Title: |
|
Exhibit 3.1
[Informal translation from Hebrew original]
Articles of Association of a Public Company Limited by Shares
The Companies Law, 5759-1999
Enlight Renewable Energy Ltd.
Interpretation
In these Articles of Association, unless the wording of the text requires another interpretation:
These “Articles of Association” or the “Articles” | - | Means these Articles of Association, in the form herein or as amended from time to time by the shareholders; |
The “Company” | - | Means Enlight Renewable Energy Ltd., public company number 520041146. |
The “Board of Directors” | - | Means the board of directors of the Company, appointed in accordance with the provisions of these Articles; |
The “Companies Law” or the “Law” | - | Means the Companies Law, 5759-1999, as amended from time to time; |
The “Companies Ordinance” or the “Ordinance” | - | The provisions of the Companies Ordinance [New Version], 5743-1983, that have not been annulled, as amended from time to time; |
The “Securities Law” | - | Means the Securities Law, 5728-1968, as amended from time to time; |
The “Office” | - | Means the registered office of the Company as it may be from time to time; |
The “Shareholders Register” | - | Means the register of shareholders of the Company, administered in accordance with the Companies Law and the provisions of these Articles; |
“Writing” | - | Means printed, photocopied, telegram, telefax, facsimile, email, and any other form of writing, creating or imprinting of words in a visible manner; |
“Resolution with a Regular Majority” | - | A resolution passed in a general meeting (whether an annual meeting or a special meeting) with a majority of the votes represented in such meeting in person or by proxy and voting thereon, and without taking into account abstentions; |
“Administrative Proceeding” | - | A proceeding under Chapters H3 (Imposition of a Financial Sanction by the Israel Securities Authority), H4 (Imposition of Administrative Enforcement Means by the Administrative Enforcement Committee) or I1 (Arrangement to Prevent Taking Proceedings or Ceasing Proceedings, Contingent on Terms) of the Securities Law; |
Subject to the provisions of this Article, unless the wording of the text requires another interpretation, terms that are defined in the Companies Law but are not defined in these Articles, shall have the meaning ascribed to such terms in the Companies Law. Words presented in the singular form will include the plural and vice-versa. Words presented in the male form will include the female. Words that relate to individuals will include corporations as well.
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1. | Objectives of the Company |
Subject to the provisions of the Company’s Articles of Association, the Company may engage in any legal business. However, the primary area of activity of the Company will be the field of renewable energy.
2. | Limitations of Liability |
2.1. | The liability of a shareholder of the Company for the debts of the Company is limited to the amount that must be paid thereby for the shares held by the shareholder, and in any event, an amount that is no less than the par value of any share held thereby. |
2.2. | In the event of an allocation by the Company of shares for a consideration that is lower than their par value, as set forth in Section 304 of the Companies Law (the “Reduced Consideration”), the liability of the shareholder will be limited to the payment of the Reduced Consideration for the shares allocated to the shareholder as set out in this paragraph above. |
3. | Articles of Association of the Company |
3.1. | These Articles may only be amended by a Resolution with a Regular Majority. |
3.2. | No change will be performed to the Articles of Association that prejudices the rights of a class of shares without the consent of a meeting of the holders of the same class of shares. |
3.3. | Notwithstanding the provisions of these Articles, an amendment to these Articles that requires a shareholder to purchase additional shares or to increase the scope of its liability will not bind any shareholder without such shareholder’s consent. |
4. | Share Capital |
4.1. | The registered share capital of the Company is NIS 18,000,000 (eighteen million New Israeli Shekels), divided into 1,800,000,000 (one billion and eight hundred million) ordinary shares par value NIS 0.01 each (the “Shares” or the “Ordinary Shares”). |
4.2. | All of the ordinary shares have equal rights between them for all intents and purposes, and each ordinary share confers upon the holder the following rights: |
4.2.1. | A right to be invited to and participate in the general meetings of shareholders of the Company, and the right to one vote for each ordinary share in every vote of every general meeting of the Company in which the holder participates; |
4.2.2. | A right to receive dividends, if distributed, and a right to receive bonus shares if and when distributed – all on a pro rata basis according to the par value of the shares, and without taking into account any premium paid thereon; |
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4.2.3. | The right to participate in the distribution of surplus assets of the Company after its liquidation in accordance with its relative share of the Company’s issued share capital; |
4.2.4. | The above will not derogate from the right of the Company to create shares of different classes, as set forth in these Articles below and under any applicable law. |
5. | Change of the Registered Capital and Changes of Rights |
5.1. | The general meeting of the shareholders of the Company may, with a Resolution with an Ordinary Majority, and subject to Section 46B of the Securities Law and any applicable law: |
5.1.1. | Increase its share capital, in an amount that will be resolved upon, by the creation of new shares, under the terms and with the rights as determined. A resolution as aforementioned may be passed whether all of the existing shares have been issued or a resolution has been made regarding the issuance thereof, and whether they have not yet been issued and no resolution has been made regarding the issuance thereof yet. |
Unless determined otherwise in a resolution of the meeting of the shareholders regarding the increase of capital, all of the new share capital will be considered part of the original share capital of the Company and will be subject to the same provisions of these Articles with respect to payment of calls for payment, pledge right, transfer, ownership, forfeiture or otherwise, applicable to the original share capital; |
5.1.2. | Consolidate its share capital, in whole or in part, and divide it to shares with par value that is higher than the current par value; |
5.1.3. | Split its shares, in whole or in part, into shares with a par value that is less than the current par value, provided that a share that is not repaid in full will be split into shares which will have a ratio of paid to unpaid shares as the ratio that existed between the paid amount and the unpaid amount before the split; |
5.1.4. | To change, terminate, convert, expand, add or change in another manner the rights, excess rights, advantages, limitations and provisions related or that are not related at the time to the shares of the Company; |
5.1.5. | To cancel any registered share capital that has not yet been allocated, provided that there is no obligation of the Company, including a contingent obligation, to allocate shares from the said registered capital; |
5.1.6. | To reduce its share capital in the same manner, under the same terms and subject to the receipt of the approvals required under the Companies Law. |
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5.2. | The rights conferred to shareholders will not be considered to have been changed by the creation or issuance of additional shares that are pari passu with them, unless stated otherwise in the terms of issuance of such new shares. |
5.3. | A change, conversion, termination, expansion, addition or other change to rights, excess rights, advantages, limitations and provisions related to a certain type of shares issued to shareholders of the Company are subject to the consent of the holders of the outstanding shares of such class of shares; consent will be deemed to have been provided if the owners of all outstanding shares of said class of shares consent in writing, or by a Resolution with a Regular Majority that is passed at a general meeting of the shareholders of such class of shares. |
5.4. | The provisions of these Articles of Association regarding general meetings will apply, mutatis mutandis, to any meeting of the holders of a class of the Company’s shares. |
5.5. | In order to perform any resolution as set forth above, the Board of Directors may settle, as it sees fit, any difficulty that may arise. Without derogating from the power of the Board of Directors as aforementioned, in the event that as a result of a consolidation of capital, fragments of shares remain for shareholders whose shares have been consolidated, the Board of Directors may: |
5.5.1. | Sell all the fragments, and in order to do so, may appoint a trustee, in whose name share certificates in respect of the fragments will be issued, who will sell them, and the consideration received, less fees and expenses, will be distributed to the entitled persons; |
5.5.2. | Allocate to all shareholders for which the consolidation results in fragments of shares, fully paid up shares of the applicable class of shares existing prior to the consolidation, in such a number that the consolidation thereof with the fragment will form one complete consolidated share; such allocation will be deemed effective shortly before the consolidation; |
5.5.3. | To determine that the shareholders will not be entitled to receive a consolidated share for a fragment of a consolidated share arising from the consolidation of half or less than the number of shares the consolidation of which creates one consolidated share, and will be entitled to receive a consolidated share for a fragment of a consolidated share arising from the consolidation of more than half of the number of the shares the consolidation of which creates one consolidated share; |
5.5.4. | In the event that an action under paragraphs 5.5.2 or 5.5.3 above requires the issuance of additional shares, payment therefor will be performed in the same manner in which payment for bonus shares is performed, provided that is permissible under applicable law. Consolidation and splitting as set forth above will not be considered a change to the rights of shares that are the subject of consolidation or splitting. |
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5.6. | In any event of consolidation of shares to shares with a large par value, the Board of Directors may determine arrangements in order to overcome any difficulty that may arise in connection with consolidation, and in particular, it may determine which shares will be consolidated to such or other share, and in the event of a consolidation of shares that are not owned by one owner, it may set forth arrangements for the sale of the consolidated share, the manner of its sale and the manner of the distribution of the consideration (net) and to appoint a person in order to perform the transfer, and any action performed by such person will be effective and no claims may be made against such actions. |
5.7. | The securities of the Company will be under the supervision of the Board of Directors, which may allocate them or grant them at its discretion, subject to the provisions of any applicable law and the provisions of these Articles of Association. The Board of Directors of the Company may: |
5.7.1. | issue shares and other securities, convertible or exercisable to shares, up to the limit of the registered share capital of the Company, and it may allocate them (or handle them in another manner) in consideration for cash or other, non-cash, consideration, with the same qualifications and terms, whether at a premium, par value or discount, on the same dates as it finds fit, and to grant to any person a right to demand the allocation of any shares during the same period and against consideration, as determined by the Board of Directors; and |
5.7.2. | resolve to issue a series of bonds pursuant to its authority to borrow on behalf of the Company, and within the limitations of such authority. |
5.8. | Unless resolved otherwise by the general meeting in a Resolution with a Regular Majority, in the event of any offer for sale of shares to a shareholder, there is no obligation to make a similar offer to all holders of shares of the Company. The Board of Directors may offer for sale securities of the Company to whomever it sees fit, whether the offerees or some of them are owners of securities of the Company or otherwise, all subject to the provisions of any applicable law, the provisions of the Articles of Association and the agreements applicable to the Company on the date of the allocation. |
5.9. | Upon the allocation of shares, the Board of Directors may determine various terms for the shareholders with respect to the consideration, payment of calls for payment and/or payment dates. |
5.10. | With the prior consent of the general meeting by a Resolution with a Regular Majority, the Board of Directors may convert shares that have been repaid in full to stock, and may, with the aforesaid consent, convert again the stock to fully paid up shares, at any cost. |
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5.11. | The holders of outstanding stocks may transfer the stock, in whole or in part, in the same manner and in accordance with the same or similar terms, as permitted by the circumstances, in the same manner as they were able to transfer, before the conversion, the shares from which the stock was created, and the Board of Directors may determine from time to time the minimal quantity of stock that may be transferred, and limit or prohibit the transfer of amounts that fall below the same minimum; however, the minimum will not exceed the nominal amount of all of the shares from which the stock is created. |
5.12. | Holders of stock will have, in accordance with the amount of stock that they hold, the same rights and discounts with respect to dividends and other matters as if they held shares from which the stock was created. Further, the said rights and discounts, other than the right to participate in dividends and profits of the Company, will not be acquired by part of the stock that, if it were shares, would not grant to the holder the same right or discount. |
5.13. | The same articles of the Company, other than those that relate to bearer share certificates, which apply to fully paid up shares, will also apply to stocks, and the words “shares” and “shareholder” set forth therein will also include “stock” and “stockholder.” |
6. | Ownership of the Shares |
6.1. | The Company may treat the registered holders of a share as the absolute owners thereof, and accordingly, will not be required to recognize any claim in equity or otherwise regarding such a share, or regarding a benefit therein to any other person, unless directed otherwise by an order of a competent court or the Companies Law as otherwise required by applicable law. The provisions above will not apply to a nominee company, as defined under the Companies Law. |
6.2. | In the event that the Company receives a request for registration as a shareholder in the register by a person that is registered as the owner of the same shares with a stock exchange member, and such shares are registered in the registry in the name of a nominee company, the Company will list such person in the register of shareholders if the provisions of Article 8 below are satisfied, as well as the following terms: |
6.2.1. | The requesting party has provided the Company with an undertaking from the stock exchange member with which its shares are registered to inform the Company of the new holdings of the requesting person immediately upon the performance of an action that changes its holdings in a share. |
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6.2.2. | The requesting person undertook in writing vis-à-vis the Company to inform it of the performance of actions as set forth above. |
6.3. | In the event that two or more individuals are registered as joint holders of a share, each of them may provide binding receipts for any dividend, shares, bonus shares, share certificates, bonds, options or any other funds or rights with respect to the share, irrespective of whether such dividend, share, bonus share, share certificate, bonds, options or any other funds or rights were delivered or provided to the other joint holder. |
6.4. | The Company may pay, at any time, a fee to any person for its signature or consent to sign, whether unconditional or with conditions, on any share, bond or series of bonds of the Company or its consent to obtain a signature, whether unconditional or with conditions, on any share, bond or series of bonds of the Company, all subject to the provisions of the Companies Law. |
6.5. |
6.5.1. | The guardians and managers of the estate of a deceased shareholder or, where there is no estate manager or guardian, the individuals who have a right as inheritors of the deceased shareholder, will be the only individuals that the Company will recognize as holders of the right to the share that was registered in the name of the deceased shareholder, unless a court gives an order instructing otherwise. |
6.5.2. | In the event that a share is registered in the name of two or more holders, the Company will only recognize living holder(s) as having the right to the share or benefit therein, subject to the provisions of the Articles of Association and the provisions of any applicable law. |
6.5.3. | A partner in the ownership of a share may transfer its right to shared ownership subject to the provisions of the Articles of Association. |
6.5.4. | The Company may recognize a receiver or liquidator of a shareholder that is a corporation undergoing winding up or liquidation, or a trustee in bankruptcy or a guardian of a legally incompetent person, as a holder of a right to shares registered in the name of such a shareholder. |
6.6. | Any person that becomes holder of a right to a share following the death of a shareholder may, in presenting evidence of a probate order or appointment of a guardian or an inheritance order, indicating that it has the right to shares of the deceased shareholder, be registered as a shareholder for the said shares, or may, subject to the consent of the Board of Directors under these Articles of Association, transfer the same shares. |
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7. | Share Certificates |
7.1. | The share certificates will be issued with the stamp of the Company and the signature of two directors or the signature of the secretary of the Company and one director or another person, as determined by the Board of Directors. |
7.2. | Each member will be entitled to receive, within six months from the date of the allocation or the registration of the transfer, one share certificate for all of the shares registered in its name and for which the consideration has been paid in full, or, if the Board of Directors so approves, a number of share certificates for the shares registered in its name. |
7.3. | Each share certificate will list the number of shares with respect to which it was issued, and any other important detail in the opinion of the Board of Directors or that must be stated under any applicable law. |
7.4. | A certificate in respect of shares registered in the names of two or more owners will be provided to the person whose name appears first in the register of shareholders from the names of the joint holders, and the Company will not be required to issue more than one certificate for all of the joint holders of shares. The delivery of such a certificate to one of the holders will be considered delivery to all of the holders. |
7.5. | If a share certificate is destroyed, lost or corrupted, the Board of Directors may issue a new certificate in its place, provided that the certificate is delivered to the Board and destroyed by it or it is proven to the Board’s satisfaction that the certificate has been lost or destroyed, and the Board received guarantees to its satisfaction, for any potential damage, all for payment of consideration fee, if placed. |
7.6. | The Company may issue to a shareholder a share deed in lieu of a named share. In the event that a share deed is issued in lieu of a named share, the share will be recorded in the register of shareholders regarding bearer shares, and the name of the shareholder will be removed from the register of shareholders. |
7.7. | A shareholder that duly holds a share deed may return the deed to the Company in order to annul it and register the share in such holder’s name. Upon the annulment, the name of the shareholder and number of shares held by it shall be recorded in the register of shareholders. |
8. | Transfer of Shares and Delivery |
8.1. | The ownership of shares of the Company will not be amended in the register of shareholders of the Company, other than upon the fulfillment of one of the alternatives in Section 299 of the Companies Law, as stated in Article 35.4.4 below. |
8.2. | A share transfer deed in the Company will be signed by the transferor and the transferee, and the transferor will be considered to remain a shareholder as long as the name of the transferee has not yet been recorded in the register of shareholders with respect to the transferred share. |
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8.3. | The share transfer deed will be in the following form or in a form as similar thereto as possible, or as approved by the Board of Directors: |
I, _____________________ of _____________________ (hereinafter: the “Transferor”), in consideration for a total of NIS _____________________hereby transfer to ____________________(hereinafter: the “Transferee”) _____________________ shares par value NIS _________each, marked with numbers ___________ from _________to __________ inclusive, of Enlight Renewable Energy Ltd., to be held by the Transferee, its estate, guardian and representative, under all of the terms based on which I held them prior to my signature on this document, and I, the Transferee, hereby agree to accept the aforesaid shares based on the terms above.
In witness whereof, we affix our signatures
Today the _________day of _________, _____________
_____________ ______________
The Transferor The Transferee
_____________ _____________
Witness to signature of the Transferor Witness to signature of the Transferee
8.4. | Together with the transfer deed, the Company must be provided with any document (including the certificate of the transferred share) that the Board of Directors requests in connection with the transfer. In the event that the transfer of the share was approved – all of the aforesaid documents will remain in the possession of the Company. |
8.5. | Any transfer of not fully paid up shares will not have effect unless approved by the Board of Directors. The Board of Directors may, at its absolute discretion and without being required to provide reasons, refuse to register a transfer of not fully paid up shares. |
8.6. | Any transfer deed will be provided to the Office for the purpose of registration. The transfer deeds that are recorded in the register will remain in the possession of the Company, but any transfer deeds that the Board of Directors refuses to record for reasons permitted under the Articles of Association or under the Companies Law will be returned upon demand to the party that provided them, together with the share certificate (if provided). |
9. | Rights of a Shareholder |
In addition to the rights of shareholders set forth in Article 4.2 above, every shareholder of the Company is entitled to the following rights:
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9.1. | Each of the shareholders will have the right to review documents of the Company as set forth below: |
9.1.1. | Minutes of general meetings; |
9.1.2. | The register of shareholders and register of material shareholders of the Company; |
9.1.3. | These Articles of Association and any amendments, as made from time to time; |
9.1.4. | Any document that the Company must submit under the Companies Law and under any applicable law to the Israeli Companies Registrar or the Israel Securities Authority, and available for review by the public in the Israeli Companies Registrar or the Israel Securities Authority, as applicable; |
9.2. | A shareholder is entitled to demand from the Company, while stating the purposes of the demand, to review any document in the possession of the Company relating to an action or transaction requiring approval of the general meeting under Section 255 and Sections 268 through 275 of the Companies Law. |
9.3. | The Company may refuse the request of a shareholder if in the opinion of the Company, the request was submitted by a shareholder not in good faith or the documents requested contain a trade secret or patent, or the disclosure of the documents may harm the interests of the Company in a different manner. |
10. | The Organs of the Company |
10.1. | The organs of the Company are: |
10.1.1. | The general meeting; |
10.1.2. | The Board of Directors; |
10.1.3. | The Chief Executive Officer; |
The actions of an organ and its intentions are the actions of the Company and its intentions.
10.2. | The organs of the Company will have the following powers: |
10.2.1. | The general meeting will have the powers set forth in Article 11 below. |
10.2.2. | The Board of Directors will have the powers set forth in Article 21 below. |
10.2.3. | The Chief Executive Officer will have the powers set forth in Article 28 below. |
10.3. | Unless stated otherwise explicitly in these Articles, the Board of Directors of the Company may delegate any power of the Company that was not set forth in law or these Articles to a different organ of the Company. |
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10.4. | The general meeting may assume powers granted to the Board of Directors and/or any other organ of the Company for any matter essential to the proper management of the Company and/or any action that is required, in the opinion of the general meeting, for the interests of the Company and/or any other matter for a period of time that will not exceed the period of time required under the circumstances. |
10.5. | The Board of Directors of the Company may assume authorities provided to the Chief Executive Officer of the Company on all matters essential to the proper management of the Company and/or any action that is required, in the opinion of the general meeting, for the interests of the Company and/or any other matter for a period of time that will not exceed the period of time required under the circumstances. |
General Meetings
11. | The general meeting and its powers |
11.1. | The resolutions of the Company regarding the following matters will be passed in a general meeting of the shareholders: |
11.1.1. | Changes to the Articles of Association of the Company, as stated in Article 3 above; |
11.1.2. | Use of the powers of the Board of Directors in the event that the Board of Directors of the Company is unable to fulfill its role, as set forth in Section 52(a) of the Companies Law or as set forth in Article 10.4 above; |
11.1.3. | The appointment of the auditor of the Company, the termination of his term of appointment and determining the terms thereof, subject to the provisions of Article 31 below; |
11.1.4. | The appointment of external directors in accordance with the provisions of Section 239 of the Companies Law and in accordance with Article 19 below; |
11.1.5. | Approval of actions and transactions that require approval of the general meeting under the provisions of any applicable law; |
11.1.6. | Increase and reduction of the registered share capital, as set forth in Article 5 above; |
11.1.7. | Appointment of directors that are not external directors, as set forth in and subject to Article 19 below; and |
11.1.8. | A merger as set forth in Section 320(a) of the Companies Law. |
11.2. | The provisions of the Companies Law with regard to dates of convening general meetings of shareholders, the manner of convening them, the matters that will be discussed therein, the legal quorum, methods of providing notice, manner of voting, management of minutes and the like, will apply with regard to general meetings, special meetings and class meetings, excluding if determined explicitly in these Articles otherwise, and subject to the provisions of any applicable law. |
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12. | Convening an Annual General Meeting |
12.1. | The Company will hold an annual general meeting of its shareholders each year, no later than the end of fifteen months after the previous annual general meeting. |
12.2. | The agenda of the annual general meeting will include the following topics: |
12.2.1. | A discussion of the financial statements and reports of the Board of Directors; |
12.2.2. | Appointment of directors and determining their remuneration; |
12.2.3. | Appointment of an auditor, subject to the provisions of Article 32(b) below; |
12.2.4. | Any matter that the Board of Directors has determined will be included in the agenda of the annual general meeting; |
12.2.5. | Matters that are requested of the Board of Directors by one or more shareholders that hold in the aggregate at least one percent (1%) of the voting rights at the general meeting, provided that this matter is suitable to be discussed in a general meeting. |
13. | Convening a Special General Meeting |
13.1. | The Board of Directors of the Company may convene a special general meeting of its shareholders, by making such a decision, and at the request of any of the following: |
13.1.1. | Two directors or a quarter of the serving directors; |
13.1.2. | One or more shareholders that hold, in the aggregate, at least five percent (5%) of the issued and outstanding share capital and one percent (1%) of the voting rights in the Company, or one or more shareholders that hold, in the aggregate, at least five percent (5%) of the voting rights in the Company. |
13.2. | The agenda in a special general meeting will be determined by the Board of Directors and will also include matters for which the convening of a special meeting as set forth in Article 13 above is required, as well as a matter that is requested by a shareholder as set forth in Article 12 above. |
13.3. | If requested as set forth in Article 14 below, the Board of Directors will call the convention of a special general meeting no later than twenty one days from the date on which the request was provided thereto, as set forth below; the date on which the special general meeting will convene will be detailed in the invitation that will be provided to the shareholders under Article 14 below, provided that such date is no later than 35 days from the date on which the invitation to convene was published. |
14. | Notices Regarding Convening General Meetings |
14.1. | The Company may determine an effective date with regard to the entitlement to receive invitations to general meetings, to participate and vote thereat, provided that the aforesaid date will not exceed 21 days and not be less than 4 days before the date determined for the convention of the general meeting. |
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14.2. | Subject to the provisions of Section 69 of the Companies Law, a notice of the convention of a general meeting of the shareholders will be provided to all of the shareholders entitled thereto, by the publication in two daily Hebrew newspapers published in Israel and with reasonable distribution. |
15. | Discussions in General Meetings |
15.1. | The general meeting may discuss any matter as set forth by the Companies Law and these Articles of Association, and any matter on the agenda, as will be set out in the notice of convening the general meeting. |
15.2. | The legal quorum for holding a general meeting is the presence of at least one shareholder that holds at least twenty-five percent (25%) of the voting rights, within half an hour from the time determined for the commencement of the meeting. |
15.3. | No matter should be discussed in a general meeting unless a legal quorum is present within half an hour from the time determined for the commencement of such general meeting. In the event that a legal quorum is not present at the end of half an hour from the time determined for the commencement of such general meeting, the general meeting will be adjourned by seven days, to the same day and at the time and in the same place, or another date and/or place, if so stated in the invitation to or notice of said general meeting (hereinafter: an “Adjourned Meeting”). |
15.4. | In the event that the legal quorum set forth in Article 15.3 above is not present at the Adjourned Meeting half an hour after the scheduled time, the Adjourned Meeting will take place with any number of participants. |
15.5. | Notwithstanding the provisions of Article 15.4 above, in the event that the general meeting was convened at the request of shareholders as stated in Article 13.1.2 above or under Section 64 of the Companies Law, the Adjourned Meeting will only take place if at least the number of shareholders required to convene a general meeting as stated in Article 13.1.2 above is present. |
15.6. | A general meeting that has a legal quorum may decide to adjourn the meeting to a later date and place to be determined. In the Adjourned Meeting, only matters on the agenda of the original meeting and for which no resolution was passed will be discussed. |
15.7. | In the event that a general meeting as stated in Article 15.6 above is adjourned to a date later than twenty one days, notices will be provided for the adjourned general meeting in the matter set out in Article 15 above. |
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16. | Chairman of the General Meeting |
16.1. | The chairman of the Board of Directors or a person that he appoints in writing on a permanent basis or for a specific meeting will serve as chairman of the general meeting. |
16.2. | In the event that a chairman of the Board of Directors is not appointed or is not present or has not appointed a chairman for a general meeting, the chairman of the general meeting will be a person selected by the general meeting from the members of the Board of Directors present, and if no director is present – a person selected by the general meeting from the participating shareholders. |
17. | Vote in the General Meeting |
17.1. | Subject to and without derogating from the rights or limitations existing at any time in connection with a special class of shares constituting part of the Company’s share capital, each member is entitled to one vote for each share granting a voting right held thereby or for which it grants power of attorney to vote. A shareholder will be entitled to participate and vote at a general meeting, whether by themselves, by proxy or by a proxy card, if it has provided to the Company confirmation of ownership as set forth in the Articles enacted in this regard, as of the effective date as determined in the notice of convening the general meeting, that is no later than 21 days and no earlier than 4 days before the date determined for such general meeting to convene. |
17.2. | If a shareholder is a minor, bankrupt or legally incompetent, or in the event of a corporation, is undergoing receivership or liquidation, it may vote through its trustees, receivers, natural or other legal guardians, as the case may be, and such trustees, receivers, natural or other legal guardians may vote themselves or by proxy. |
17.3. | In the event of two or more shareholders that are joint holders of a share and are present and voting – only the vote of the head of the joint owners present and voting will be taken into consideration, and the votes of the other joint owners will not. For this purpose, the head of the joint owners will be considered the person whose name is recorded first in the register of shareholders from those present and voting. |
17.4. | A shareholder may appoint a proxy to vote in his or her place, who does not have to be a shareholder of the Company. The appointment of a representative or proxy to participate and vote at a meeting on behalf of the shareholder will be in writing, hand-signed by the shareholder or such shareholder’s proxy that is authorized in writing, or in the event that the appointing party is a corporation, the document must bear binding signatures in accordance with the articles of association of the same corporation. If the appointing party is a corporation, confirmation of an attorney will be attached to the power of attorney stating that such power of attorney was signed in accordance with the articles of association of the same corporation. Subject to the provisions of the Companies Law, a shareholder may also vote through a proxy card. |
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17.5. | A vote in accordance with the terms of a power of attorney will be legal even if prior thereto, the appointing party died or was declared bankrupt or legally incompetent or terminated the letter of appointment or transferred the share with respect to which it was given or, if it is a corporation, a liquidator or receiver was appointed, unless a written notice was received regarding the aforesaid change at the Office at least one day before the meeting, or the place at which the meeting will convene, provided such notice was delivered no later than shortly before the general meeting commences. |
17.6. | A letter of appointment of proxy or a power of attorney or other certificate (if any) or a copy certified by a notary or attorney, as well as a proxy card, will be provided at such place as determined by the Board of Directors for the delivery of confirmation of ownership no later than 48 hours before the general meeting. |
17.7. | A shareholder holding more than one share will be entitled to appoint more than one proxy subject to the provisions below: |
17.7.1. | The letter of appointment will state the class and number of the shares with respect to which it was granted; |
17.7.2. | In the event that the total shares of any kind set forth in the letter of appointment granted by one shareholder exceed the number of shares of the same class held thereby, all of the letters of appointment provided thereby in respect of the surplus shares will be null, without derogating from the effectiveness of the votes cast in respect of the shares held thereby; |
17.7.3. | In the event that a proxy is appointed by shareholders and the letter of appointment does not state the number and class of shares in respect of which it was provided, the letter of appointment will be considered to have been provided in respect of all of the shares on the date on which the letter of appointment was provided to the Company or on the date on which it was provided to the chairman of the meeting, as applicable. In the event that the letter of appointment was provided in respect of a number of shares that is lower than the number of shares owned by the shareholder, the shareholder will be considered to have abstained from the casting the votes in respect of the balance of the shares owned by it, and the letter of appointment will only be effective in respect of the number of shares set forth therein. |
17.8. | Each letter of appointment of proxy (whether for a specific meeting or otherwise) will be in the form as follows or a similar form to the extent permitted by the circumstances: |
I, ___________, of ______________, am a shareholder of Enlight Renewable Energy Ltd. and am entitled to _______________ votes, and hereby appoint _______________of _______________, or in his/her stead, _______________ of _______________ to vote in my name and stead in the (annual / special / adjourned – as applicable) _______________ general meeting of the Company, which will take place on _______________ and in any adjourned meeting thereof. In witness whereof, I affix my signature on this day ________.
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18. | Passing Resolutions in the General Meeting |
18.1. | In each general meeting, a resolution presented for a vote will be passed by the counting of votes. |
18.2. | All resolutions in the general meeting, including resolutions regarding mergers, will be resolutions with a Regular Majority. |
18.3. | The declaration of the chairman of the general meeting that a resolution in a general meeting has passed unanimously or with a specific majority or has not passed will be prima facie evidence thereof. |
The Board of Directors
19. | The Directors and Manner of their Appointment |
19.1. | The number of directors of the Company (including external directors) will not be less than five and will not exceed thirteen. |
19.2. | Subject to the provisions of Article 19.7 below, each director of the Company will be elected with a resolution passed with a Regular Majority at an annual or special general meeting, and will serve in his or her role until the end of the subsequent annual general meeting. Provided, however, that until his or her replacement shall be dully elected or appointed, such director will continue to serve unless his or her office has been vacated pursuant to any applicable law or the Articles of Association. |
19.3. | The Company will appoint as directors only individuals who are fit to serve as directors under any applicable law. |
19.4. | Subject to the provisions of any applicable law, no director will be disqualified solely due to his service as a director in the Company from holding another position or role for which such director may be compensated by the Company or any other company of which the Company is a shareholder or has another interest in, or from entering into an agreement with the Company, whether as a seller or purchaser or otherwise, and no such agreement or other agreement or contract made by the Company or in its name, in which the director has any benefit, will be contested. |
Additionally, a director will not be required to provide a report to the Company of any profit arising from the role or a profit-generating role as stated, or that comes as a result of an agreement as set out above, provided that such director has complied with the provisions of the Companies Law relating to a personal interest of a director.
19.5. | [Deleted] |
19.6. | A director who vacated his office may be reappointed. |
19.7. | The Board of Directors may, from time to time, appoint by a written resolution signed by all of the members of the Board of Directors, subject to the number of directors determined by the general meeting, an additional member to the Board of Directors. |
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By a resolution adopted with a Regular Majority of the Board of Directors, the appointment of a member of the Board of Directors who is appointed under this Article 19.7 may be terminated. The term of the appointments under this Article 19.7 will be until the end of the following annual general meeting.
19.8. | In the event that the office of a director is vacated for any reason, the directors serving may appoint a director in his or her place, and such director will serve through the term his predecessor would have served had the office not been vacated. As long as the number of directors does not exceed the maximum number, the directors may appoint additional directors up to the maximum number permitted, and the appointments will be effective until the upcoming general meeting in which directors are appointed. |
19.9. | The Company may approve the appointment of a director such that the date of the commencement of such director’s term is later than the date of his appointment. |
19.10. | With regard to the appointment of external directors, the provisions of the Companies Law will apply. Without derogating from the foregoing, the Company may, by a resolution passed with a Regular Majority, approve the appointment of an external director for two additional terms of three years each. |
19.11. | A director may appoint a substitute director, all subject to the provisions of Section 237 of the Companies Law. The substitute director will be subject to the provisions of the Companies Law and these Articles of Association applicable to a director of the Company, and his office will be vacated upon the occurrence of the events set forth by law or the Articles due to which the office of the director who appointed him is vacated. |
19.12. | The term of a member of the Board of Directors who is not an external director will expire automatically in each of the cases set forth in Section 228(a) of the Companies Law, and upon the occurrence of any of the following events: |
19.12.1. | Upon his death. |
19.12.2. | If he becomes legally incompetent. |
19.12.3. | Without derogating from the above, the general meeting may, by a resolution passed with a Regular Majority, dismiss a director, even if he was appointed in a manner other than by the general meeting, if the general meeting decides that such director acted against the interests of the Company or in breach of a fiduciary duty vis-à-vis the Company, in which case the provisions of Section 230(a) of the Companies Law will apply regarding granting the director an opportunity to present his case before the general meeting. |
20. | Salary of Directors |
20.1. | Directors will not receive compensation from the Company unless the Company decides otherwise. A director is entitled to be reimbursed for its reasonable travel and other expenses related to its participation in meetings of the Board of Directors and the fulfillment of his role as a member of the Board of Directors. |
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20.2. | A director that provides the Company with special services or makes special efforts for one of the purposes of the Company will be entitled to compensation from the Company in the amount determined by the Company, and such compensation will be in addition to, or will replace, such director's regular compensation, if any, as determined by the Company. |
20.3. | The compensation of a director for its service or for its employment in another role requires approval by the audit committee, the Board of Directors and the general meeting, as set forth in Sections 270(3) and 273 of the Companies Law. |
20.4. | The external directors are entitled to compensation and reimbursement of expenses as set forth by law. Without derogating from the foregoing, exemptions from liability, undertakings of indemnification and insurance pursuant to the Companies Law or Article 30 below will not be considered compensation. |
21. | Powers of the Board of Directors |
21.1. | All of the powers and authorities for the management of the Company, excluding the same powers and authorities granted under law to the general meeting, will be granted to the Board of Directors. Without derogating from the generality of the above and the powers of the Board of Directors that are granted thereto under these Articles of Association, the Board of Directors will outline the policy of the Company and supervise the performance of the roles of the Chief Executive Officer and its actions, including: |
21.1.1. | It will determine the plan of action of the Company, principals for financing and priorities among them; |
21.1.2. | It will examine the financial state of the Company and determine the credit limit that the Company may take; |
21.1.3. | It will determine the organizational structure and the compensation policy; |
21.1.4. | It may resolve to issue a series of bonds; |
21.1.5. | It will be responsible to prepare and approve the financial statements; |
21.1.6. | It will appoint and dismiss the Chief Executive Officer; |
21.1.7. | It will make resolutions regarding actions and transactions requiring its approval under the provisions of Sections 255 and 268 through 275 of the Companies Law; |
21.1.8. | It may allocate shares and securities convertible to shares up to the limit of the registered share capital of the Company, as set forth in Article 5.7 above; |
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21.1.9. | It may resolve to distribute dividends and to purchase shares of the Company by the Company as stated in Article 33 below; |
21.1.10. | It will express its opinion regarding a special tender offer as set forth in Section 329 of the Companies Law. |
21.2. | The authorities of the Board of Directors under Articles 21.1.1 through 21.1.10 above may not be delegated to the Chief Executive Officer. |
21.3. | Without derogating from the powers granted to the Board of Directors under any applicable law or under the Articles of Association, the Board of Directors is granted additional powers as follows: |
21.3.1. | To appoint, and at its discretion, to remove or suspend a Chief Executive Officer, an officer, other employee or authorized party, whether employed on a permanent or temporary basis or for special services, as the board of directors sees fit from time to time, and to define the authorities and obligations and determine their pay and compensation, and demand guarantees in the cases and amounts as the Board of Directors sees fit. |
21.3.2. | The Board of Directors may authorize the Chief Executive Officer, temporarily or otherwise, to appoint officers and other employees, to define their authorities and obligations and to determine their pay and terms of employment. |
21.3.3. | At any time and from time to time, to grant a power of attorney to any person to be a representative of the Company for such purposes and with such powers and authorities, and to exercise discretion (which will not exceed the Board of Directors’ discretion under these Articles of Association) for such period and subject to such terms, as the Board of Directors sees fit from time to time. |
Each such power of attorney may be granted by the Board of Directors to any company or its members, its board of directors, authorized parties or managers of any company, or to a person determined by any company or corporation.
21.3.4. | The Board of Directors may appoint on behalf of the Company an attorney or attorneys in Israel or outside of Israel to represent the Company before any court, arbitration, judicial or quasi-judicial bodies, entities or government, municipal or other bodies in or outside Israel, and to grant any attorney the powers that the Board of Directors sees fit, including the power to delegate its powers, in whole or in part, to another or others. |
The Board of Directors may delegate this power on a permanent or temporary basis to the Chief Executive Officer.
21.3.5. | The Board of Directors may, at its discretion, at any time, borrow or provide guarantees to any amount or amounts in such manners, at such times and on such terms as it sees fit, including by issuing bonds or a series of bonds, whether secured or unsecured, or subject to any mortgage, pledge or any other security of the factory or the property of the Company, in whole or in part, whether existing or in the future, including unpaid share capital. |
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22. | Chairman of the Board of Directors |
22.1. | The Company’s Board of Directors will choose one of its members to serve as chairman of the Board of Directors. |
22.2. | The chairman of the Board of Directors will be chosen by the members of the Board of Directors at the Board of Directors’ first meeting after the annual general meeting, or at the Board of Directors’ meeting at which he was appointed as director, and shall serve as the chairman of the Board of Directors as long as otherwise decided by the Board of Directors or until the vacation of his office as a director. |
23. | Convening Meetings of the Board of Directors |
23.1. | The Board of Directors will convene for meetings according to the needs of the Company, and at least once every three months. |
23.2. | The chairman of the Board of Directors is entitled to convene the Board of Directors at any time, and to the request of any of the following: |
23.2.1. | Two directors; |
23.2.2. | One director – if pursuant to Section 257 of the Companies Law. |
23.3. | Without derogating from the foregoing, the chairman of the Board of Directors shall convene the Board of Directors if actions by the Board of Directors are necessary due to a notice from or the report of the Chief Executive Officer according to Section 122(d) of the Companies Law, or the report of the auditor of the Company according to Section 169 of the Companies Law. |
23.4. | If a meeting of the Board of Directors was not convened within 14 days from the request date, as set forth in Article 23.2 above, or from the report date of the Chief Executive Officer or the auditor according to Article 23.3 above, each of the foregoing may convene a meeting of the Board of Directors for the purpose of that matter. |
23.5. | Notice of the Board of Directors meeting shall be provided to each member of the Board of Directors a reasonable time prior to the meeting. |
23.6. | The notice will be sent to the address of the director or to another location as directed by the director, all as provided in advance to the Company, and therein shall be noted the date and location of the meeting, as well as a reasonable explanation of the subjects on the agenda. |
23.7. | Notwithstanding Article 23.2 above, in urgent situations, the Board of Directors may, upon the agreement of a majority of the directors, to convene a meeting without prior notice. |
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24. | Board of Directors Meetings and their Management |
24.1. | The agenda of the Board of Directors meetings will be determined by the chairman of the Board of Directors and shall include the topics determined by the chairman, the topics determined as set forth in Articles 23.2 and 23.3 above and any topic that a director or the Chief Executive Officer requests from the chairman of the Board of Directors, a reasonable time prior to the convening of the Board of Directors meeting, to be included in the agenda. |
24.2. | The chairman of the Board of Directors will manage the Board of Directors meetings. If the chairman of the Board of Directors was absent from a meeting, the Board of Directors will choose one of its members to manage the meeting and to sign the meeting’s minutes. |
24.3. | The Board of Directors may conduct meetings by using any means of communication, provided that all of the participating directors can hear one another at the same time. |
24.4. | The Board of Directors may adopt resolutions even without actually convening, provided that all of the directors entitled to participate in the discussion and vote on the matter brought for discussion, have consented thereto. |
24.5. | If resolutions were adopted as set forth in Article 24.4 above, the chairman of the Board of Directors will record the resolutions in the minutes book and will affix thereto his signature or the signatures of the directors. |
24.6. | A legal quorum for the commencement of a Board of Directors meeting shall be either of the following: half of the members of the Board of Directors, or three members of the Board of Directors among which one or more external directors. |
24.7. | At each meeting of the Board of Directors where a legal quorum was present, the Board of Directors shall be authorized to exercise all of the authorities, powers of attorney and discretion granted at such time to the Board of Directors or generally exercised thereby. |
25. | Voting at the Meetings of the Board of Directors |
25.1. | Each director at a meeting of the Board of Directors shall have one vote. |
25.2. | The resolutions of the Board of Directors shall be passed with a Regular Majority; the chairman of the Board of Directors shall not have an additional vote. |
25.3. | A director in such capacity shall not enter into voting agreements and such agreements shall be deemed as a breach of the fiduciary duty of the director. |
25.4. | The minutes approved and signed by the chairman of the meeting or by the chairman of the Board of Directors shall serve as prima facie evidence to the contents thereof. |
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26. | Committees of the Board of Directors |
26.1. | The Company’s Board of Directors may establish committees of the Board of Directors, generally or for a specific matter, and to appoint members thereof from the members of the Board of Directors, and may from time to time terminate the granting of this authority (hereinafter: the “Board of Directors Committee”). |
26.2. | A decision made or an action performed at the Board of Directors Committee, shall be considered as a decision made or action performed by the Board of Directors, unless the Board of Directors instructs otherwise. |
26.3. | The Board of Directors Committee shall report to the Board of Directors on an ongoing basis regarding its decisions and recommendations. The decisions or recommendations of the Board of Directors Committee requiring the approval of the Board of Directors will be brought to the attention of the Board of Directors a reasonable time before the discussion by the Board of Directors. |
26.4. | Articles 24 to 26 shall also apply, mutatis mutandis, to the convening of meetings of the committees and their management. |
26.5. | The Company’s Board of Directors may not delegate its authorities to the Board of Directors Committee with regard to the following matters, except for the purpose of recommendation only: |
26.5.1. | Determining the general policy of the Company; |
26.5.2. | Distribution, as defined in Section 1 of the Companies Law, unless referring to the purchase of the Company’s shares in accordance with the instructions outlined in advance by the Board of Directors; |
26.5.3. | Determining the position of the Board of Directors in matters that require the approval of the general meeting, or providing an opinion according to Section 329 of the Companies Law; |
26.5.4. | The allocation of shares or of securities convertible to shares or exercisable to shares, or a series of bonds, excluding the allocation of shares due to the exercise or conversion of the securities of the Company; |
26.5.5. | The approval of financial statements; |
26.5.6. | The approval of the transactions and actions requiring the approval of the Board of Directors according to the provisions of Sections 255 and 268 to 275 of the Companies Law. |
26.6. | The Board of Directors may dissolve Board of Directors Committees appointed thereby, however the dissolution shall not derogate from the validity of decisions of such Board of Directors Committee according to which the Company acted vis-à-vis another person who was not aware of its dissolution. |
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27. | Audit Committee |
27.1. | The Board of Directors of the Company shall appoint an audit committee from among its members and the provisions of Article 26 above shall apply thereto, mutatis mutandis. |
27.2. | The number of members of the audit committee shall not be less than three and its members will be appointed according to Section 115 of the Companies Law. |
27.3. | The internal auditor of the Company shall receive notices of the convention of meetings of the audit committee and shall be entitled to participate in them. The internal auditor shall be entitled to request from the chairman of the audit committee to convene the committee for a discussion in a topic that will be detailed in his request, and the chairman of the audit committee will convene it within a reasonable time from the date of the request, if he sees a reason to do so. |
27.4. | Notice regarding the convention of an audit committee meeting at which a matter relating to the audit of the financial statements will be discussed, shall be provided to the auditor of the Company, who may participate therein. |
27.5. | The audit committee shall point out the deficiencies in the Company’s business management, inter alia, by consulting with the internal auditor and/or the auditors of the Company and shall propose ways to correct them to the Board of Directors. The audit committee shall decide whether to approve the actions and transactions requiring the approval of the audit committee according to Sections 255 and 268 to 275 of the Companies Law. Additionally, the audit committee shall have the authorities and roles as detailed in Section 117 of the Companies Law. |
28. | Chief Executive Officer |
28.1. | The Board of Directors may, from time to time, appoint one or more persons, whether directors or not, as the Chief Executive Officer or Chief Executive Officers of the Company, either for a determined date or an unlimited amount of time, and may, from time to time, in considering the terms of the entire contract between it or them and between the Company, release him, her or them from their office and appoint another or others in his, her or their place. |
28.2. | The Chief Executive Officer is responsible for the ongoing management of the Company’s matters within the policy determined by the Board of Directors and pursuant thereto, and shall be under the supervision of the Board of Directors. The Chief Executive Officer shall have all of the management and executive authorities granted thereto by Law or these Articles of Association, any management and executive authorities not granted by Law or these Articles of Association to another organ of the Company as well as any authority granted thereto by the Board of Directors. |
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28.3. | The Chief Executive Officer may appoint a person, people or a corporation for the purpose of receiving and holding in trust for the benefit of the Company of any property belonging to the Company or which the Company has an interest in, or for any other purpose, and to perform and execute all of the actions and things required in connection with any such trust, as well as to pay the salaries of the trustee or these trustees; |
28.4. | The Chief Executive Officer may develop, manage, defend, settle, or abandon any legal proceedings on behalf of the Company or against it or against its officers or relating in another manner to its matters as well as to settle or extend the repayment time or to remove any debt or actions or requirements of the Company or against it; |
28.5. | The Chief Executive Officer may take any action or demand of the Company or against it to arbitration; |
28.6. | The Chief Executive Officer shall submit to the Board of Directors a report of the ongoing operations of the Company on the dates and in the scope as shall be determined by the Board of Directors. The chairman of the Board of Directors may, at his initiative or according to the decision of the Board of Directors, request from the Chief Executive Officer a report regarding the Company’s business. |
28.7. | The compensation of the Chief Executive Officer and the terms of his employment shall be as determined from time to time, taking into consideration the terms of any contract between him and the Company and pursuant to the provisions of the Companies Law, by the Board of Directors, and may be by way of a salary or commission in a certain percentage of a dividend, profits or revenues of the Company, or by participation in these profits, or in one or more of these manners. Where the Companies Law requires the approval of the general meeting regarding the contract with an officer, any such contract shall be subject to such approval. |
28.8. | Subject to the provisions of any applicable law, including Section 92 of the Companies Law, the Board of Directors may, from time to time, delegate to the Chief Executive Officer the authorities granted to the Board of directors by these Articles of Association, as it shall see fit, and may grant authorities which will be exercised for such purposes and needs and at such times and subject to the conditions and limitations, as the Board of Directors sees fit. The Board of Directors may delegate such authorities and continue to hold them in parallel, or delegate them in place of the Board of Directors’ authority, in whole or in part, and may from time to time cancel, change and replace any such authority or all of them entirely. |
28.9. | The Chief Executive Officer may, with the approval of the Board of Directors, delegate to another, subordinated thereto, from its authorities. |
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29. | Officers in the Company |
The Board of Directors may from time to time appoint and terminate, and, pursuant to the provisions of any applicable law and as set forth in Article 21.3.5 above, authorize the Chief Executive Officer, regularly or on a one-time basis, to appoint other officers and employees, define their authorities and obligations and determine their compensation and the terms of their employment. The authority of the Board of Directors according to this Article shall not derogate from the authority of the Chief Executive Officer to appoint officers in accordance with the Companies Law. However, an officer terminated by the Board of Directors shall not be reappointed, except by the Board of Directors.
30. | Liability Insurance, Indemnification and Exemption |
30.1. | Pursuant to the provisions of the Companies Law, the Company may enter into an officers liability insurance agreement, for liability imposed thereon due to an action performed as an officer of the Company, in respect of each of the following: |
30.1.1. | The breach of the duty of care towards the Company or towards another person; |
30.1.2. | The breach of the fiduciary duty towards it, and provided that the officer acted with good faith and had reasonable grounds to assume that the action would not harm the Company’s best interest; |
30.1.3. | A financial liability imposed thereon for the benefit of another person; |
30.1.4. | Payments to the injured party from the violation as set forth in Section 52BBB(a)(1)(a) of the Securities Law; |
30.1.5. | Expenses in connection with an Administrative Proceeding conducted in such officer’s matter, including reasonable litigation expenses and including attorneys’ fees. |
30.2. | Pursuant to the provisions of the Companies Law, the Company may indemnify an officer thereof in respect of a liability or expense, as detailed below, imposed thereon due to an action performed thereby in his capacity as an officer of the Company: |
30.2.1. | A financial liability imposed thereon for the benefit of another person according to a judgment, including a judgment granted in a settlement or an arbitration ruling approved by a court; |
30.2.2. | Reasonable litigation expenses, including attorneys’ fees, which the officer expended due to an investigation or proceeding conducted against him by an authorized authority to conduct an investigation or proceeding, and which ended without the submission of an indictment against him and without any financial liability being imposed on him as an alternative to a criminal proceeding, or which ended without the submission of an indictment against him but with the placement of a financial liability as an alternative to a criminal proceeding for a crime which does not require proving mens rea, or in connection with a financial sanction. |
30.2.3. | Reasonable litigation expenses, including attorneys’ fees, which the officer expended or were imposed thereon by a court, in a proceeding instituted against him by the Company or on its behalf or by another person, or a criminal indictment from which he was acquitted, or a criminal indictment in which he was charged for a crime which does not require proving mens rea. |
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30.2.4. | Payments to the injured party of a violation, as set forth in Section 52BBB(a)(1)(a) of the Securities Law. |
30.2.5. | Expenses paid in connection with an Administrative Proceeding conducted in his matter, including reasonable litigation expenses, and including attorneys’ fees. |
30.2.6. | A liability or other expenses in respect of which the Company may indemnify pursuant to the Companies Law. |
30.3. | The Company may indemnify an officer as set forth above after the occurrence of the indemnifiable event, and may also undertake in advance to indemnify an officer, provided that such undertaking is limited to the types of events that according to the Board of Directors may be indemnified, at the time of providing said undertaking, and in an amount that the Board of Directors determined is reasonable under the circumstances of the matter, for the liability imposed on such officer or an expense paid thereby or that will be imposed thereon, as set forth in Article 30.2 above, due to an action or inaction in his capacity as a director or officer of the Company. The undertaking for indemnification shall set forth the events which are, in the Board of Directors’ opinion, expected in light of the Company’s actual operations and the time of providing the undertaking as well as the amount or criterion which the Board of Directors determined are reasonable under the circumstances. |
30.4. | Pursuant to the provisions of the Companies Law, the Company is entitled to undertake to indemnify, in advance, any person, including an officer serving on behalf of the Company or at its request as a director or officer of another company (including a foreign company) in which the Company holds shares, directly or indirectly, or that the Company has any interest therein (hereinafter: an “Officer Serving in Another Company”), due to a liability imposed thereon or an expense paid by him or imposed thereon, as set forth above, due to an action or inaction in his capacity as a director or Officer in Another Company. |
30.5. | A decision regarding indemnifying and/or exempting from liability an officer and regarding the scope of indemnification shall be made by the Board of Directors as well as by any other entity in the Company whose approval is required by any applicable law at the time of such approval. |
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30.6. | The above provisions do not and shall not limit the Company in any manner in its engagement in insurance agreements and/or regarding indemnification: |
30.6.1. | In connection with anyone who is not an officer in the Company, including employees, contractors or consultants of the Company who are not officers; |
30.6.2. | In connection with the officers in the Company – if the insurance and/or indemnification are not prohibited explicitly according to any applicable law. |
30.7. | Pursuant to the provisions of any applicable law, the Company may exempt in advance, an officer from his liability, in whole or in part, due to an injury caused to it due to a breach of the fiduciary duty towards it, with the exception of an exemption in advance of a director from his liability towards it due to a breach of the fiduciary duty in distributions. |
30.8. | “Officer” in this Article 30 means, anyone who served from time to time in the Company as an officer, as this term is defined in Section 1 of the Companies Law, including an officer of the Company, serving on behalf of the Company in another company, including a subsidiary of the Company, and including a private company under the control of any of the abovementioned officers, through which he served as an officer of the Company and/or as an Officer in Another Company. |
31. | Internal Auditor and Auditor |
31.1. | Internal auditor: |
31.1.1. | The Company’s Board of Directors shall appoint an internal auditor in accordance with the proposal of the audit committee. |
31.1.2. | The chairman of the audit committee shall be the organizational superior of the internal auditor, unless otherwise determined by the Board of Directors and/or the audit committee. |
31.1.3. | The internal auditor will submit his proposal for an annual or periodic work plan for the approval of the audit committee, and the audit committee will approve it with the changes as it sees fit. |
31.1.4. | The internal auditor will submit a report of his findings to the chairman of the Board of Directors, the Chief Executive Officer and the chairman of the audit committee; the chairman of the Board of Directors or the chairman of the audit committee may instruct the internal auditor to conduct an internal audit, in addition to the work plan, where an urgent need therefor arises. |
31.2. | Auditor: |
31.2.1. | The general meeting will appoint an external auditor for the Company. Such auditor will serve in his position through one year from the general meeting at which he was appointed. The general meeting may in its decision to appoint the auditor to determine that the term of his appointment shall be longer than one year, but in event will the term exceed the third annual general meeting after the annual general meeting in which he was appointed. |
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31.2.2. | The Company may appoint several external auditors to jointly perform the audit. |
31.2.3. | The compensation of the external auditor for the audit work shall be determined by the general meeting that appointed him, or by the Board of Directors if the general meeting did not or if the general meeting authorized the Board of Directors to determine the compensation. The Company’s Board of Directors shall determine the external auditor’s compensation for additional services provided to the Company, which are not audit services. The Board of Directors shall report to the annual general meeting regarding the external auditor’s salary for such additional services. |
32. | Distributions, Dividends and Bonus Shares |
32.1. | Distributions, dividends and the allocation of bonus shares shall be, subject to the Companies Law and these Articles of Association, as follows: |
32.1.1. | The decision regarding a distribution, dividend and allocation of bonus shares will be made by the Company’s Board of Directors; |
32.1.2. | The distribution of the dividend to the shareholders in the Company shall be performed to each shareholder in the Company in a manner relative to the par value of each share, unless determined otherwise in these Articles of Association, as amended, explicit rules regarding ranking appertaining to dividends with regard to one class of share or another; |
32.1.3. | The Board of Directors is entitled to deduct from any dividend or other benefits, the sums that a shareholder owes to the Company in respect of the shares in respect of which the dividend or other benefit will be paid or granted, whether such sums are due or not. |
32.2. | The Company may issue redeemable securities, all subject to Section 312 of the Companies Law and pursuant to the terms of such redeemable securities as will be determined in the issuance. The authority to issue redeemable securities is granted to the Company’s Board of Directors. |
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32.3. | The Board of Directors may, as it shall see fit and beneficial, appoint trustees or representatives for the holders of bearer share certificates who/which for a period of time, as determined by the Board of Directors, did not contact the Company to receive dividends, shares or other benefits of any kind or type, and for those shareholders registered by name that did not notify the Company of a change to their address and did not contact the Company to receive dividends, shares or other benefits throughout the term as stated above. These representatives or trustees will be appointed for realizing, collecting or receiving the dividends, shares and rights as stated, to sign the shares which have yet to be issued that are offered to the shareholders, but they will not be entitled to transfer or assign the shares for which they were appointed or to vote on their behalf or to transfer or assign rights which they are holding, as stated. In the terms of each trust or appointment of a representative, it will be stipulated by the Company that upon the first request by the holder of a share in respect of which the trustees or representatives were appointed, the trustees or representatives will be obligated to return to that holder of a share or to anyone that the Company will instruct for the share in question and all of the rights held thereby for them, all as applicable. Any action or arrangement performed by these representatives or trustees and any agreement between the Board of Directors and these representatives or trustees shall be valid and shall obligate anyone related to the matter. |
32.4. | The Board of Directors may determine from time to time the manner of payment of the dividends or the distribution of bonus shares and any other rights and the arrangements in connection therewith, both to the shareholders registered by name and to the holders of bearer share certificates. Without derogating from the generality of the foregoing, the Board of Directors may pay all of the dividends or funds in respect of the shares by mailing checks to the addresses of the shareholders as registered in the Company’s register of shareholders. |
33. | Calls for Payment |
33.1. | The Board of Directors may at times, at its discretion or subject to the terms pursuant to which the shares were allocated, if such terms were determined, submit to the shareholders a call for payment with respect to the portion of the shares that has not been fully paid up by the shareholders, as the Board of Directors shall see fit, and provided that prior notice of at least fourteen days was provided regarding the call for payment, and each shareholder shall be obligated to pay the sum requested therefrom as stated on the dates and at the locations as determined by the Board of Directors. |
33.2. | Joint holders of a share shall be obligated, jointly and severally to pay the amounts requested by the call for payment and the rates in connection with these calls. |
33.3. | If the call for payment or the rate arising in respect of the share was not paid, the shareholder or the person to which it was allocated will be obligated to pay the linkage differentials and interest on the sum of the call for payment or the rate as determined by the Board of Directors commencing on the date designated for the repayment and concluding on the payment date. The Board of Directors may however waive the linkage differentials or the interest or a portion thereof. |
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33.4. | Any sum which must be, pursuant to the terms of allocation of the concerned shares, repaid at the time of the allocation or on a predetermined date, whether in respect of the par value of the share or whether a premium thereon, shall be considered under these Articles of Association as sums that have been validly called for payment and the due date is the date of allocation or the predetermined date, as applicable , and in the event of non-payment, all of the Articles hereof regarding the payment of linkage differentials and interest and expenses, forfeiture and the like and all other Articles pertaining thereto shall apply, as though such sum was validly called for payment. |
33.5. | The Board of Directors, if it shall see fit, may accept from a shareholder payment in respect of all or any portion of the amounts unpaid in respect of such shareholder’s shares, in addition to the sums called for payment, and the Board of Directors may also pay to such shareholder interest and linkage differentials on the sums paid in advance or on that part of them exceeding the sum which at the time under discussion was called for payment in respect of the shares in relation to which the payment was performed initially, at a rate that the Board of Directors and the shareholder shall agree on, in addition to dividends which will be paid, if applicable, in respect of that part paid on the share in relation to which the payment was performed initially. |
34. | Forfeiture of shares |
34.1. | If a shareholder (hereinafter in this Article: the “Obligated Party”) did not fulfill the call for payment according to Article 33 above, the Board of Directors may, at any time thereafter, forfeit all of the shares in relation to which the Obligated Party was given notice regarding the call for payment. |
34.2. | Subject to the provisions of any applicable law, the forfeiture of any share will be followed, at the time of the forfeiture, by a termination of any right in the Company and any claim or demand towards it in relation to the share. |
34.3. | The forfeiture of a share in the Company shall include all of the dividends in respect of that share which were not paid before the forfeiture, even if declared. |
34.4. | The Board of Directors may sell, reallocate or transfer in another manner any share that was forfeited in the manner that it shall decide, with or without any sum repaid for the share or considered repaid therefor. The shares which were forfeited and not yet sold shall be dormant shares, as defined in Section 308 of the Companies Law. |
34.5. | If the consideration received for the sale of the shares forfeited exceeds the consideration for which the Obligated Party was obligated, the Obligated Party shall be entitled to the portion which was paid by the Obligated Party in respect of the shares, if any such amounts were paid, provided that the consideration remaining with the Company shall not be less than the consideration to which it was entitled from the Obligated Party with the addition of the expenses ancillary to the sale. |
34.6. | The Board of Directors may at any time collect the forfeited funds or any part of them, as it shall see fit, but there shall not be any obligation thereon to do so. |
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35. | Register of Shareholders |
35.1. | The Company shall keep a register of shareholders which shall include the following details: |
35.1.1. | Name, ID no. and address of each shareholder, all as provided to the Company; |
35.1.2. | The amount of shares and class of shares in the possession of each shareholder, noting their par value and the unpaid portion thereon, if the shares are not fully paid up; |
35.1.3. | The allocation date of the shares or the date of their transfer to the shareholders, as applicable; |
35.1.4. | If the shares are marked with serial numbers, the Company shall note, next to the name of the shareholder, the number of shares registered in the shareholder’s name. |
35.2. | If there were dormant shares, as set forth in Section 308 of the Companies Law, in the Company, the number of such shares shall be recorded in the register and the date on which they became dormant. |
35.3. | If the Company is keeping an additional register of shareholders, as set forth in Article 37 below, the amount of shares registered in the additional register of shareholders shall be noted as well as their serial numbers, if the shares are marked by serial numbers. |
35.4. | The Company shall change the registration of ownership in the shares in the register of shareholders, as set forth in Article 36.1, in each of the events listed below: |
35.4.1. | If the Company received a share transfer deed signed by the transferor and the transferee, and the requirements of the Articles of Association regarding the transfer of shares were fulfilled; |
35.4.2. | If the Company received a court order to amend the register; |
35.4.3. | If it was proven to the Company that conditions by law for assigning the right have been fulfilled; |
35.4.4. | If another condition was fulfilled, which pursuant to the Articles of Association was sufficient to cause a change in the register of shareholders. |
35.5. | The Company shall be entitled to close the register of shareholders for a reasonable amount of time as determined by the Board of Directors and provided that it shall not exceed 30 days each year. Regarding the closing of the register of shareholders, the Company shall publish a notice, at least 7 days prior thereto. |
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36. | Register of material shareholders and an additional register of shareholders outside of Israel |
36.1. | The register of material shareholders shall contain the reports received by the Company pursuant to the Securities Law regarding the holdings of material shareholders of shares in the Company. |
36.2. | The Company may keep an additional register of shareholders outside of Israel and in this regard all of the provisions of Section 138 of the Companies Law shall apply. |
37. | The Signatory, Stamp and Authority of to Sign |
37.1. | The Company may determine a rubber stamp or stamps to embed on the documents, and the Board of Directors shall ensure that each such stamp shall be kept in a secure place; |
37.2. | The Board of Directors may authorize any person to act or sign on behalf of the Company, and their actions or signature shall obligate the Company, provided that such person acted or signed within his/her authority; |
37.3. | The Board of Directors is authorized to use and hold a stamp outside of Israel, and to instruct the use thereof. |
38. | Accounting |
The Board of Directors is responsible for keeping the accounts and the publication of financial statements as determined in Sections 171 to 175 of the Companies Law and any other law applying on the Company.
39. | Donations |
The Company may donate a reasonable sum to a proper cause, even if the donation is not within the Company’s business considerations. The Chief Executive Officer shall be authorized to implement this Article, provided that annual cumulative donations exceeding the higher of NIS 50,000 or USD 15,000 shall be brought for the approval of the Board of Directors.
40. | Keeping of Minutes |
The Company shall conduct minutes of the proceedings in the general meetings, class meetings, Board of Directors meetings and meetings of the committees of the Board of Directors, and shall maintain them in its registered offices for a term of 7 years from the meeting date.
41. | Notices |
Notices and other documents which must be transferred to the shareholders or any of them may be transferred by the Company to all of the shareholders personally or via registered mail in a duly stamped letter, to the location as registered by that shareholder in the register of shareholders or by providing notice to the shareholders or holders of any other kinds of rights by publishing in two daily Hebrew newspapers appearing in Israel in Hebrew and with a reasonable distribution, and such publication shall replace the provision of notices in person or by mail.
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Exhibit 3.2
Amended
and Restated Articles of Association of a Public
Company Limited by Shares
The Companies Law, 5759-1999
Enlight Renewable Energy Ltd.
Interpretation
In these Amended and Restated Articles of Association, unless the wording of the text requires another interpretation:
These “Articles of Association” or the “Articles” | - | Means these Amended and Restated Articles of Association, in the form herein or as amended from time to time; |
The “Company” | - | Means Enlight Renewable Energy Ltd., public company number 520041146. |
The “Board of Directors” | - | Means the board of directors of the Company, appointed or elected in accordance with the provisions of these Articles; |
The “Companies Law” or the “Law” | - | Means the Companies Law, 5759-1999, as amended from time to time; |
The “Securities Law” | - | Means the Securities Law, 5728-1968, as amended from time to time; |
The “Office” | - | Means the registered office of the Company as it may be from time to time; |
The “Shareholders Register” | - | Means the register of shareholders of the Company, administered in accordance with the Companies Law and the provisions of these Articles; |
“Writing” | - | Means printed, photocopied, telegram, telefax or facsimile; |
“Resolution with a Regular Majority” | - | A resolution passed in a general meeting (whether an annual meeting or a special meeting) with a majority of the votes represented in such meeting in person or by proxy and voting thereon, and without taking into account abstentions; |
“Administrative Proceeding” | - | A proceeding under Chapters H3 (Imposition of a Financial Sanction by the Israel Securities Authority), H4 (Imposition of Administrative Enforcement Means by the Administrative Enforcement Committee) or I1 (Arrangement to Prevent Taking Proceedings or Ceasing Proceedings, Contingent on Terms) of the Securities Law; |
Subject to the provisions of this Article, unless the wording of the text requires another interpretation, terms that are defined in the Companies Law but are not defined in these Articles, shall have the meaning ascribed to such terms in the Companies Law. Words presented in the singular form will include the plural and vice-versa. Words presented in the male form will include the female. Words that relate to individuals will include corporations as well.
This English version of these Articles of Association shall be the governing version and any translations to Hebrew or otherwise shall be for convenience purposes only.
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1. | Objectives of the Company |
Subject to the provisions of the Company’s Articles of Association, the Company may engage in any legal business. However, the primary area of activity of the Company will be the field of renewable energy.
2. | Limitations of Liability |
2.1. | The Company is a limited liability company and each shareholder’s liability for the Company’s debts is therefore limited to the payment of the unpaid portion of the full amount (par value and premium) such Shareholder was required to pay the Company for such shareholder’s shares. |
2.2. | In the event of an allocation by the Company of shares for a consideration that is lower than their par value, as set forth in Section 304 of the Companies Law (the “Reduced Consideration”), the liability of the shareholder will be limited to the payment of the Reduced Consideration for the shares allocated to the shareholder as set out in this paragraph above. |
3. | Articles of Association of the Company |
3.1. | These Articles may only be amended by a Resolution with a Regular Majority. |
3.2. | Notwithstanding the provisions of these Articles, an amendment to these Articles that requires a shareholder to purchase additional shares or to increase the scope of its liability will not bind any shareholder without such shareholder’s consent. |
4. | Share Capital |
4.1. | The registered share capital of the Company is NIS 18,000,000 (eighteen million New Israeli Shekels), divided into 180,000,000 (one hundred eighty million) ordinary shares par value NIS 0.10 each. |
4.2. | All of the ordinary shares have equal rights between them for all intents and purposes, and each ordinary share confers upon the holder the following rights, subject to the provisions of these Articles: |
4.2.1. | A right to be invited to and participate in the general meetings of shareholders of the Company, and the right to one vote for each ordinary share in every vote of every general meeting of the Company in which the holder participates; |
4.2.2. | A right to receive dividends, if distributed, and a right to receive bonus shares if and when distributed – all on a pro rata basis according to the par value of the shares, and without taking into account any premium paid thereon; |
4.2.3. | The right to participate in the distribution of surplus assets of the Company after its liquidation in accordance with its relative share of the Company’s issued share capital; |
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4.2.4. | The above will not derogate from the right of the Company to create shares of different classes, as set forth in these Articles below and under any applicable law. |
5. | Change of the Registered Capital and Changes of Rights |
5.1. | The general meeting of the shareholders of the Company may, with a Resolution with an Ordinary Majority, and subject to Section 46B of the Securities Law and any applicable law: |
5.1.1. | Increase its registered share capital. |
Unless determined otherwise in a resolution of the meeting of the shareholders regarding the increase of capital, all of the new share capital will be considered part of the original share capital of the Company and will be subject to the same provisions of these Articles with respect to payment of calls for payment, pledge right, transfer, ownership, forfeiture or otherwise, applicable to the original share capital;
5.1.2. | Consolidate its share capital, in whole or in part, and divide it to shares with par value that is higher than the current par value; |
5.1.3. | Split its shares, in whole or in part, into shares with a par value that is less than the current par value, provided that a share that is not repaid in full will be split into shares which will have a ratio of paid to unpaid shares as the ratio that existed between the paid amount and the unpaid amount before the split; |
5.1.4. | To change, terminate, convert, expand, add or change in another manner the rights, excess rights, advantages, limitations and provisions related or that are not related at the time to the shares of the Company; |
5.1.5. | To cancel any registered share capital that has not yet been allocated, provided that there is no obligation of the Company, including a contingent obligation, to allocate shares from the said registered capital; |
5.1.6. | To reduce its share capital in the same manner, under the same terms and subject to the receipt of the approvals required under the Companies Law. |
5.2. | The rights conferred to shareholders will not be considered to have been changed by the creation or issuance of additional shares that are pari passu with them, unless stated otherwise in the terms of issuance of such new shares. |
5.3. | A change, conversion, termination, expansion, addition or other change to rights, excess rights, advantages, limitations and provisions related only to a certain type of shares issued to shareholders of the Company are subject to the consent of the holders of a majority of the outstanding shares of such class of shares, either in writing, or by a resolution passed at a general meeting of the shareholders of such class of shares. |
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5.4. | The provisions of these Articles of Association regarding general meetings will apply, mutatis mutandis, to any meeting of the holders of a class of the Company’s shares. |
5.5. | In order to perform any resolution as set forth above, the Board of Directors may settle, as it sees fit, any difficulty that may arise. Without derogating from the power of the Board of Directors as aforementioned, in the event that as a result of a consolidation of capital, fragments of shares remain for shareholders whose shares have been consolidated, the Board of Directors may: |
5.5.1. | Sell all the fragments, and in order to do so, may appoint a trustee, in whose name share certificates in respect of the fragments will be issued, who will sell them, and the consideration received, less fees and expenses, will be distributed to the entitled persons; |
5.5.2. | Allocate to all shareholders for which the consolidation results in fragments of shares, fully paid up shares of the applicable class of shares existing prior to the consolidation, in such a number that the consolidation thereof with the fragment will form one complete consolidated share; such allocation will be deemed effective shortly before the consolidation; |
5.5.3. | To determine that the shareholders will not be entitled to receive a consolidated share for a fragment of a consolidated share arising from the consolidation of half or less than the number of shares the consolidation of which creates one consolidated share, and will be entitled to receive a consolidated share for a fragment of a consolidated share arising from the consolidation of more than half of the number of the shares the consolidation of which creates one consolidated share; |
5.5.4. | In the event that an action under paragraphs 5.5.2 or 5.5.3 above requires the issuance of additional shares, payment therefor will be performed in the same manner in which payment for bonus shares is performed, provided that is permissible under applicable law. Consolidation and splitting as set forth above will not be considered a change to the rights of shares that are the subject of consolidation or splitting. |
5.6. | In any event of consolidation of shares to shares with a large par value, the Board of Directors may determine arrangements in order to overcome any difficulty that may arise in connection with consolidation, and in particular, it may determine which shares will be consolidated to such or other share, and in the event of a consolidation of shares that are not owned by one owner, it may set forth arrangements for the sale of the consolidated share, the manner of its sale and the manner of the distribution of the consideration (net) and to appoint a person in order to perform the transfer, and any action performed by such person will be effective and no claims may be made against such actions. |
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5.7. | The securities of the Company will be under the supervision of the Board of Directors, which may allocate them or grant them at its discretion, subject to the provisions of any applicable law and the provisions of these Articles of Association. The Board of Directors of the Company may: |
5.7.1. | issue shares and other securities, convertible or exercisable to shares, up to the limit of the registered share capital of the Company, and it may allocate them (or handle them in another manner) in consideration for cash or other, non-cash, consideration, with the same qualifications and terms, whether at a premium, par value or discount, on the same dates as it finds fit, and to grant to any person a right to demand the allocation of any shares during the same period and against consideration, as determined by the Board of Directors; and |
5.7.2. | resolve to issue a series of bonds pursuant to its authority to borrow on behalf of the Company, and within the limitations of such authority. |
5.8. | Unless resolved otherwise by the general meeting in a Resolution with a Regular Majority, in the event of any offer for sale of shares to a shareholder, there is no obligation to make a similar offer to all holders of shares of the Company. The Board of Directors may offer for sale securities of the Company to whomever it sees fit, whether the offerees or some of them are owners of securities of the Company or otherwise, all subject to the provisions of any applicable law, the provisions of the Articles of Association and the agreements applicable to the Company on the date of the allocation. |
5.9. | Upon the allocation of shares, the Board of Directors may determine various terms for the shareholders with respect to the consideration, payment of calls for payment and/or payment dates. |
6. | Ownership of the Shares |
6.1. | The Company may treat the registered holders of a share as the absolute owners thereof, and accordingly, will not be required to recognize any claim in equity or otherwise regarding such a share, or regarding a benefit therein to any other person, unless directed otherwise by an order of a competent court or the Companies Law as otherwise required by applicable law. The provisions above will not apply to a nominee company, as defined under the Companies Law. |
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6.2. | In the event that the Company receives a request for registration as a shareholder in the register by a person that is registered as the owner of the same shares with a stock exchange member, and such shares are registered in the registry in the name of a nominee company, the Company will list such person in the register of shareholders if the provisions of Article 8 below are satisfied, as well as the following terms: |
6.2.1. | The requesting party has provided the Company with an undertaking from the stock exchange member with which its shares are registered to inform the Company of the new holdings of the requesting person immediately upon the performance of an action that changes its holdings in a share. |
6.2.2. | The requesting person undertook in writing vis-à-vis the Company to inform it of the performance of actions as set forth above. |
6.3. | In the event that two or more individuals are registered as joint holders of a share, each of them may provide binding receipts for any dividend, shares, bonus shares, share certificates, bonds, options or any other funds or rights with respect to the share, irrespective of whether such dividend, share, bonus share, share certificate, bonds, options or any other funds or rights were delivered or provided to the other joint holder. |
6.4. | The Company may pay, at any time, a fee to any person for its signature or consent to sign, whether unconditional or with conditions, on any share, bond or series of bonds of the Company or its consent to obtain a signature, whether unconditional or with conditions, on any share, bond or series of bonds of the Company, all subject to the provisions of the Companies Law. |
6.5. |
6.5.1. | The guardians and managers of the estate of a deceased shareholder or, where there is no estate manager or guardian, the individuals who have a right as inheritors of the deceased shareholder, will be the only individuals that the Company will recognize as holders of the right to the share that was registered in the name of the deceased shareholder, unless a court gives an order instructing otherwise. |
6.5.2. | In the event that a share is registered in the name of two or more holders, the Company will only recognize living holder(s) as having the right to the share or benefit therein, subject to the provisions of the Articles of Association and the provisions of any applicable law. |
6.5.3. | A partner in the ownership of a share may transfer its right to shared ownership subject to the provisions of the Articles of Association. |
6.5.4. | The Company may recognize a receiver or liquidator of a shareholder that is a corporation undergoing winding up or liquidation, or a trustee in bankruptcy or a guardian of a legally incompetent person, as a holder of a right to shares registered in the name of such a shareholder. |
6.6. | Any person that becomes holder of a right to a share following the death of a shareholder may, in presenting evidence of a probate order or appointment of a guardian or an inheritance order, indicating that it has the right to shares of the deceased shareholder, be registered as a shareholder for the said shares, or may, subject to the consent of the Board of Directors under these Articles of Association, transfer the same shares. |
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7. | Share Certificates |
7.1. | The share certificates will be issued with the stamp of the Company and the signature of two directors or the signature of the secretary of the Company and one director or another person, as determined by the Board of Directors. |
7.2. | Each member that is listed in the shareholders register will be entitled to receive, within six months from the date of the allocation or the registration of the transfer, one share certificate for all of the shares registered in its name and for which the consideration has been paid in full, or, if the Board of Directors so approves, a number of share certificates for the shares registered in its name. |
7.3. | Each share certificate will list the number of shares with respect to which it was issued, and any other important detail in the opinion of the Board of Directors or that must be stated under any applicable law. |
7.4. | A certificate in respect of shares registered in the names of two or more owners will be provided to the person whose name appears first in the register of shareholders from the names of the joint holders, and the Company will not be required to issue more than one certificate for all of the joint holders of shares. The delivery of such a certificate to one of the holders will be considered delivery to all of the holders. |
7.5. | If a share certificate is destroyed, lost or corrupted, the Board of Directors may issue a new certificate in its place, provided that the certificate is delivered to the Board and destroyed by it or it is proven to the Board’s satisfaction that the certificate has been lost or destroyed, and the Board received guarantees to its satisfaction, for any potential damage, all for payment of consideration fee, if placed. |
7.6. | A shareholder that duly holds a share deed may return the deed to the Company in order to annul it and register the share in such holder’s name. Upon the annulment, the name of the shareholder and number of shares held by it shall be recorded in the register of shareholders. |
8. | Transfer of Shares and Delivery |
8.1. | The ownership of shares of the Company will not be amended in the register of shareholders of the Company, other than upon the fulfillment of one of the alternatives in Section 299 of the Companies Law, as stated in Article 35.4.4 below. |
8.2. | A share transfer deed in the Company will be signed by the transferor and the transferee, and the transferor will be considered to remain a shareholder as long as the name of the transferee has not yet been recorded in the register of shareholders with respect to the transferred share. |
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8.3. | The share transfer deed will be in the following form or in a form as similar thereto as possible, or as approved by the Board of Directors: |
I, ____________________ of _________________ (hereinafter: the “Transferor”), in consideration for a total of NIS ___________________ hereby transfer to ______________________ (hereinafter: the “Transferee”) ___________________ shares par value NIS __________ each, marked with numbers ________________ from __________to ______________inclusive, of Enlight Renewable Energy Ltd., to be held by the Transferee, its estate, guardian and representative, under all of the terms based on which I held them prior to my signature on this document, and I, the Transferee, hereby agree to accept the aforesaid shares based on the terms above.
In witness whereof, we affix our signatures
Today the __________ day of ______, ____________
_____________ ____________
The Transferor The Transferee
_____________ ____________
Witness to signature of the Transferor Witness to signature of the Transferee
8.4. | Together with the transfer deed, the Company must be provided with any document (including the certificate of the transferred share) that the Board of Directors requests in connection with the transfer. In the event that the transfer of the share was approved – all of the aforesaid documents will remain in the possession of the Company. |
8.5. | Any transfer of not fully paid up shares will not have effect unless approved by the Board of Directors. The Board of Directors may, at its absolute discretion and without being required to provide reasons, refuse to register a transfer of not fully paid up shares. |
8.6. | Any transfer deed will be provided to the Office for the purpose of registration. The transfer deeds that are recorded in the register will remain in the possession of the Company, but any transfer deeds that the Board of Directors refuses to record for reasons permitted under the Articles of Association or under the Companies Law will be returned upon demand to the party that provided them, together with the share certificate (if provided). |
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9. | Rights of a Shareholder |
In addition to the rights of shareholders set forth in Article 4.2 above, every shareholder of the Company is entitled to the following rights:
9.1. | Each of the shareholders will have the right to review documents of the Company as set forth below: |
9.1.1. | Minutes of general meetings; |
9.1.2. | The register of shareholders; |
9.1.3. | These Articles of Association and any amendments, as made from time to time; |
9.1.4. | Any document that the Company must submit under the Companies Law and under any applicable law to the Israeli Companies Registrar or the Israel Securities Authority, and available for review by the public in the Israeli Companies Registrar or the Israel Securities Authority, as applicable; |
9.2. | A shareholder is entitled to demand from the Company, while stating the purposes of the demand, to review any document in the possession of the Company relating to an action or transaction requiring approval of the general meeting under Section 255 and Sections 268 through 275 of the Companies Law. |
9.3. | The Company may refuse the request of a shareholder if in the opinion of the Board of Directors, the request was submitted by a shareholder not in good faith or the documents requested contain a trade secret or patent, or the disclosure of the documents may harm the interests of the Company in a different manner. |
10. | The Organs of the Company |
10.1. | The organs of the Company are: |
10.1.1. | The general meeting; |
10.1.2. | The Board of Directors; |
10.1.3. | The Chief Executive Officer; |
The actions of an organ and its intentions are the actions of the Company and its intentions.
10.2. | The organs of the Company will have the following powers: |
10.2.1. | The general meeting will have the powers set forth in Article 11 below. |
10.2.2. | The Board of Directors will have the powers set forth in Article 21 below. |
10.2.3. | The Chief Executive Officer will have the powers set forth in Article 28 below. |
10.3. | Unless stated otherwise explicitly in these Articles, the Board of Directors of the Company may delegate any power of the Company that was not set forth in law or these Articles to a different organ of the Company. |
10.4. | The general meeting may assume powers granted to the Board of Directors, where the Board of Directors is precluded from exercising its powers and only for so long as such preclusion is continuing, and/or any other organ of the Company for any matter essential to the proper management of the Company and/or any action that is required, in the opinion of the general meeting, for the interests of the Company and/or any other matter for a period of time that will not exceed the period of time required under the circumstances. |
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10.5. | The Board of Directors of the Company may assume authorities provided to the Chief Executive Officer of the Company on all matters essential to the proper management of the Company and/or any action that is required, in the opinion of the general meeting, for the interests of the Company and/or any other matter for a period of time that will not exceed the period of time required under the circumstances. |
General Meetings
11. | The general meeting and its powers |
11.1. | The resolutions of the Company regarding the following matters will be passed in a general meeting of the shareholders: |
11.1.1. | Changes to the Articles of Association of the Company, as stated in Article 3 above; |
11.1.2. | Use of the powers of the Board of Directors in the event that the Board of Directors of the Company is unable to fulfill its role, as set forth in Section 52(a) of the Companies Law or as set forth in Article 10.4 above; |
11.1.3. | The appointment of the auditor of the Company, the termination of his term of appointment and determining the terms thereof, subject to the provisions of Article 31 below; |
11.1.4. | The appointment of external directors in accordance with the provisions of Section 239 of the Companies Law and in accordance with Article 19 below; |
11.1.5. | Approval of actions and transactions that require approval of the general meeting under the provisions of any applicable law; |
11.1.6. | Increase and reduction of the registered share capital, as set forth in Article 5 above; |
11.1.7. | Appointment of directors that are not external directors, as set forth in and subject to Article 19 below; and |
11.1.8. | A merger as set forth in Section 320(a) of the Companies Law. |
11.2. | The provisions of the Companies Law with regard to dates of convening general meetings of shareholders, the manner of convening them, the matters that will be discussed therein, the legal quorum, methods of providing notice, manner of voting, management of minutes and the like, will apply with regard to general meetings and class meetings, excluding if determined explicitly in these Articles otherwise, and subject to the provisions of any applicable law. |
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12. | Convening an Annual General Meeting |
12.1. | The Company will hold an annual general meeting of its shareholders each year, no later than the end of fifteen months after the previous annual general meeting. |
12.2. | The agenda of the annual general meeting will include the following topics: |
12.2.1. | A discussion of the financial statements and reports of the Board of Directors; |
12.2.2. | Appointment of directors and determining their remuneration; |
12.2.3. | Appointment of an auditor, subject to the provisions of Article 32(b) below; |
12.2.4. | Any matter that the Board of Directors has determined will be included in the agenda of the annual general meeting; |
12.2.5. | Matters that are requested of the Board of Directors by one or more shareholders that hold in the aggregate at least one percent (1%) of the voting rights at the general meeting, provided that this matter is suitable to be discussed in a general meeting. |
13. | Convening a Special General Meeting |
13.1. | The Board of Directors of the Company may convene a special general meeting of its shareholders, by making such a decision, and at the request of any of the following: |
13.1.1. | Two directors or a quarter of the serving directors; |
13.1.2. | One or more shareholders that hold, in the aggregate, at least five percent (5%) of the issued and outstanding share capital and one percent (1%) of the voting rights in the Company, or one or more shareholders that hold, in the aggregate, at least five percent (5%) of the voting rights in the Company. |
13.2. | The agenda in a special general meeting will be determined by the Board of Directors and will also include matters for which the convening of a special meeting as set forth in Article 13 above is required, as well as a matter that is requested by a shareholder as set forth in Article 12 above. |
13.3. | If requested as set forth in Article 14 below, the Board of Directors will call the convention of a special general meeting no later than twenty one days from the date on which the request was provided thereto, as set forth below; the date on which the special general meeting will convene will be detailed in the invitation that will be provided to the shareholders under Article 14 below, provided that such date is no later than 35 days from the date on which the invitation to convene was published. |
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14. | Notices Regarding Convening General Meetings |
14.1. | The Company may determine a record date with regard to the entitlement to receive invitations to general meetings, to participate and vote thereat, provided that the aforesaid date will not exceed 40 days and not be less than 4 days before the date determined for the convention of the general meeting. |
14.2. | Subject to the provisions of Section 69 of the Companies Law, a notice of the convention of a general meeting of the shareholders will be provided to all of the shareholders entitled thereto, by the publication in two daily Hebrew newspapers published in Israel and with reasonable distribution. |
15. | Discussions in General Meetings |
15.1. | The general meeting may discuss any matter as set forth by the Companies Law and these Articles of Association, and any matter on the agenda, as will be set out in the notice of convening the general meeting. |
15.2. | The legal quorum for holding a general meeting is the presence of at least one shareholder that holds at least twenty-five percent (25%) of the voting rights, within half an hour from the time determined for the commencement of the meeting. |
15.3. | No matter should be discussed in a general meeting unless a legal quorum is present within half an hour from the time determined for the commencement of such general meeting. In the event that a legal quorum is not present at the end of half an hour from the time determined for the commencement of such general meeting, the general meeting will be adjourned by seven days, to the same day and at the time and in the same place, or another date and/or place, if so stated in the invitation to or notice of said general meeting (hereinafter: an “Adjourned Meeting”). |
15.4. | In the event that the legal quorum set forth in Article 15.3 above is not present at the Adjourned Meeting half an hour after the scheduled time, the Adjourned Meeting will take place with any number of participants. |
15.5. | Notwithstanding the provisions of Article 15.4 above, in the event that the general meeting was convened at the request of shareholders as stated in Article 13.1.2 above or under Section 64 of the Companies Law, the Adjourned Meeting will only take place if at least the number of shareholders required to convene a general meeting as stated in Article 13.1.2 above is present. |
15.6. | A general meeting that has a legal quorum may decide to adjourn the meeting to a later date and place to be determined. In the Adjourned Meeting, only matters on the agenda of the original meeting and for which no resolution was passed will be discussed. |
15.7. | In the event that a general meeting as stated in Article 15.6 above is adjourned to a date later than twenty one days, notices will be provided for the adjourned general meeting in the matter set out in Article 15 above. |
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16. | Chairman of the General Meeting |
16.1. | The chairman of the Board of Directors or a person that he appoints in writing on a permanent basis or for a specific meeting will serve as chairman of the general meeting. |
16.2. | In the event that a chairman of the Board of Directors is not appointed or is not present or has not appointed a chairman for a general meeting, the chairman of the general meeting will be a person selected by the general meeting from the members of the Board of Directors present, and if no director is present – a person selected by the general meeting from the participating shareholders. |
17. | Vote in the General Meeting |
17.1. | Subject to and without derogating from the rights or limitations existing at any time in connection with a special class of shares constituting part of the Company’s share capital, each member is entitled to one vote for each share granting a voting right held thereby or for which it grants power of attorney to vote. A shareholder will be entitled to participate and vote at a general meeting, whether by themselves, by proxy or by a proxy card, if it has provided to the Company confirmation of ownership as set forth in the Articles enacted in this regard, as of the effective date as determined in the notice of convening the general meeting, that is no later than 21 days and no earlier than 4 days before the date determined for such general meeting to convene. |
17.2. | If a shareholder is a minor, bankrupt or legally incompetent, or in the event of a corporation, is undergoing receivership or liquidation, it may vote through its trustees, receivers, natural or other legal guardians, as the case may be, and such trustees, receivers, natural or other legal guardians may vote themselves or by proxy. |
17.3. | In the event of two or more shareholders that are joint holders of a share and are present and voting – only the vote of the head of the joint owners present and voting will be taken into consideration, and the votes of the other joint owners will not. For this purpose, the head of the joint owners will be considered the person whose name is recorded first in the register of shareholders from those present and voting. |
17.4. | A shareholder may appoint a proxy to vote in his or her place, who does not have to be a shareholder of the Company. The appointment of a representative or proxy to participate and vote at a meeting on behalf of the shareholder will be in writing, hand-signed by the shareholder or such shareholder’s proxy that is authorized in writing, or in the event that the appointing party is a corporation, the document must bear binding signatures in accordance with the articles of association of the same corporation. If the appointing party is a corporation, confirmation of an attorney will be attached to the power of attorney stating that such power of attorney was signed in accordance with the articles of association of the same corporation. Subject to the provisions of the Companies Law, a shareholder may also vote through a proxy card. |
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17.5. | A vote in accordance with the terms of a power of attorney will be legal even if prior thereto, the appointing party died or was declared bankrupt or legally incompetent or terminated the letter of appointment or transferred the share with respect to which it was given or, if it is a corporation, a liquidator or receiver was appointed, unless a written notice was received regarding the aforesaid change at the Office at least one day before the meeting, or the place at which the meeting will convene, provided such notice was delivered no later than shortly before the general meeting commences. |
17.6. | A letter of appointment of proxy or a power of attorney or other certificate (if any) or a copy certified by a notary or attorney, as well as a proxy card, will be provided at such place as determined by the Board of Directors for the delivery of confirmation of ownership no later than 48 hours before the general meeting. |
17.7. | A shareholder holding more than one share will be entitled to appoint more than one proxy subject to the provisions below: |
17.7.1. | The letter of appointment will state the class and number of the shares with respect to which it was granted; |
17.7.2. | In the event that the total shares of any kind set forth in the letter of appointment granted by one shareholder exceed the number of shares of the same class held thereby, all of the letters of appointment provided thereby in respect of the surplus shares will be null, without derogating from the effectiveness of the votes cast in respect of the shares held thereby; |
17.7.3. | In the event that a proxy is appointed by shareholders and the letter of appointment does not state the number and class of shares in respect of which it was provided, the letter of appointment will be considered to have been provided in respect of all of the shares on the date on which the letter of appointment was provided to the Company or on the date on which it was provided to the chairman of the meeting, as applicable. In the event that the letter of appointment was provided in respect of a number of shares that is lower than the number of shares owned by the shareholder, the shareholder will be considered to have abstained from the casting the votes in respect of the balance of the shares owned by it, and the letter of appointment will only be effective in respect of the number of shares set forth therein. |
18. | Passing Resolutions in the General Meeting |
18.1. | In each general meeting, a resolution presented for a vote will be passed by the counting of votes. |
18.2. | All resolutions in the general meeting, including resolutions regarding mergers, will be resolutions with a Regular Majority. |
18.3. | The declaration of the chairman of the general meeting that a resolution in a general meeting has passed unanimously or with a specific majority or has not passed will be prima facie evidence thereof. |
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The Board of Directors
19. | The Directors and Manner of their Appointment |
19.1. | The number of directors of the Company (including external directors) will not be less than five and will not exceed thirteen. |
19.2. | Subject to the provisions of Article 19.7 below, each director of the Company will be elected with a resolution passed with a Regular Majority at an annual or special general meeting, and will serve in his or her role until the end of the subsequent annual general meeting. Provided, however, that until his or her replacement shall be dully elected or appointed, such director will continue to serve unless his or her office has been vacated pursuant to any applicable law or the Articles of Association. |
19.3. | The Company will appoint as directors only individuals who are fit to serve as directors under any applicable law. |
19.4. | Subject to the provisions of any applicable law, no director will be disqualified solely due to his service as a director in the Company from holding another position or role for which such director may be compensated by the Company or any other company of which the Company is a shareholder or has another interest in, or from entering into an agreement with the Company, whether as a seller or purchaser or otherwise, and no such agreement or other agreement or contract made by the Company or in its name, in which the director has any benefit, will be contested. |
Additionally, a director will not be required to provide a report to the Company of any profit arising from the role or a profit-generating role as stated, or that comes as a result of an agreement as set out above, provided that such director has complied with the provisions of the Companies Law relating to a personal interest of a director.
19.5. | [Deleted] |
19.6. | A director who vacated his office may be reappointed. |
19.7. | The Board of Directors may, from time to time, appoint by a written resolution signed by all of the members of the Board of Directors, subject to Article 19.1 above, an additional member to the Board of Directors. By a resolution adopted with a Regular Majority of the Board of Directors, the appointment of a member of the Board of Directors who is appointed under this Article 19.7 may be terminated. The term of the appointments under this Article 19.7 will be until the end of the following annual general meeting. |
19.8. | In the event that the office of a director is vacated for any reason, the directors serving may appoint by a unanimous resolution a director in his or her place, and such director will serve through the term his predecessor would have served had the office not been vacated. As long as the number of directors does not exceed the maximum number permitted under these Articles, the directors may appoint additional directors up to the maximum number permitted, and the appointments will be effective until the upcoming general meeting in which directors are appointed. |
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19.9. | The Company may approve the appointment of a director such that the date of the commencement of such director’s term is later than the date of his appointment. |
19.10. | With regard to the appointment of external directors, the provisions of the Companies Law will apply. Without derogating from the foregoing, the Company may, by a resolution passed with a Regular Majority, approve the appointment of an external director for two additional terms of three years each. |
19.11. | A director may appoint a substitute director, all subject to the provisions of Section 237 of the Companies Law. The substitute director will be subject to the provisions of the Companies Law and these Articles of Association applicable to a director of the Company, and his office will be vacated upon the occurrence of the events set forth by law or the Articles due to which the office of the director who appointed him is vacated. |
19.12. | The term of a member of the Board of Directors who is not an external director will expire automatically in each of the cases set forth in Section 228(a) of the Companies Law, and upon the occurrence of any of the following events: |
19.12.1. | Upon his death. |
19.12.2. | If he becomes legally incompetent. |
19.12.3. | Without derogating from the above, the general meeting may, by a resolution passed with a special majority of sixty-five percent (65%) of the votes represented in such meeting in person or by proxy and voting thereon, and without taking into account abstentions, dismiss a director, even if he was appointed in a manner other than by the general meeting, if the general meeting decides that such director acted against the interests of the Company or in breach of a fiduciary duty vis-à-vis the Company, in which case the provisions of Section 230(a) of the Companies Law will apply regarding granting the director an opportunity to present his case before the general meeting. |
In the event that the Company will have a single controlling shareholder (a private entity or a single corporation), who holds more than fifty percent (50%) of the voting rights in the Company, then the majority for the purposes of this section will be a Regular Majority.
20. | Salary of Directors |
20.1. | Directors will not receive compensation from the Company unless the Company decides otherwise. A director is entitled to be reimbursed for its reasonable travel and other expenses related to its participation in meetings of the Board of Directors and the fulfillment of his role as a member of the Board of Directors. |
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20.2. | A director that provides the Company with special services or makes special efforts for one of the purposes of the Company will be entitled to compensation from the Company in the amount determined by the Company, and such compensation will be in addition to, or will replace, such director's regular compensation, if any, as determined by the Company. |
20.3. | The compensation of a director for its service or for its employment in another role requires approval by the audit committee, the Board of Directors and the general meeting, as set forth in Sections 270(3) and 273 of the Companies Law. |
20.4. | The external directors are entitled to compensation and reimbursement of expenses as set forth by law. Without derogating from the foregoing, exemptions from liability, undertakings of indemnification and insurance pursuant to the Companies Law or Article 30 below will not be considered compensation. |
21. | Powers of the Board of Directors |
21.1. | All of the powers and authorities for the management of the Company, excluding the same powers and authorities granted under law to the general meeting, will be granted to the Board of Directors. Without derogating from the generality of the above and the powers of the Board of Directors that are granted thereto under these Articles of Association, the Board of Directors will outline the policy of the Company and supervise the performance of the roles of the Chief Executive Officer and its actions, including: |
21.1.1. | It will determine the plan of action of the Company, principals for financing and priorities among them; |
21.1.2. | It will examine the financial state of the Company and determine the credit limit that the Company may take; |
21.1.3. | It will determine the organizational structure and the compensation policy; |
21.1.4. | It may resolve to issue a series of bonds; |
21.1.5. | It will be responsible to prepare and approve the financial statements; |
21.1.6. | It will appoint and dismiss the Chief Executive Officer; |
21.1.7. | It will make resolutions regarding actions and transactions requiring its approval under the provisions of Sections 255 and 268 through 275 of the Companies Law; |
21.1.8. | It may allocate shares and securities convertible to shares up to the limit of the registered share capital of the Company, as set forth in Article 5.7 above; |
21.1.9. | It may resolve to distribute dividends and to purchase shares of the Company by the Company as stated in Article 33 below; |
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21.1.10. | It will express its opinion regarding a special tender offer as set forth in Section 329 of the Companies Law. |
21.2. | The authorities of the Board of Directors under Articles 21.1.1 through 21.1.10 above may not be delegated to the Chief Executive Officer. |
21.3. | Without derogating from the powers granted to the Board of Directors under any applicable law or under the Articles of Association, the Board of Directors is granted additional powers as follows: |
21.3.1. | To appoint, and at its discretion, to remove or suspend a Chief Executive Officer, an officer, other employee or authorized party, whether employed on a permanent or temporary basis or for special services, as the board of directors sees fit from time to time, and to define the authorities and obligations and determine their pay and compensation, and demand guarantees in the cases and amounts as the Board of Directors sees fit. |
21.3.2. | The Board of Directors may authorize the Chief Executive Officer, temporarily or otherwise, to appoint officers and other employees, to define their authorities and obligations and to determine their pay and terms of employment. |
21.3.3. | At any time and from time to time, to grant a power of attorney to any person to be a representative of the Company for such purposes and with such powers and authorities, and to exercise discretion (which will not exceed the Board of Directors’ discretion under these Articles of Association) for such period and subject to such terms, as the Board of Directors sees fit from time to time. |
Each such power of attorney may be granted by the Board of Directors to any company or its members, its board of directors, authorized parties or managers of any company, or to a person determined by any company or corporation.
21.3.4. | The Board of Directors may appoint on behalf of the Company an attorney or attorneys in Israel or outside of Israel to represent the Company before any court, arbitration, judicial or quasi-judicial bodies, entities or government, municipal or other bodies in or outside Israel, and to grant any attorney the powers that the Board of Directors sees fit, including the power to delegate its powers, in whole or in part, to another or others. |
The Board of Directors may delegate this power on a permanent or temporary basis to the Chief Executive Officer.
21.3.5. | The Board of Directors may, at its discretion, at any time, borrow or provide guarantees to any amount or amounts in such manners, at such times and on such terms as it sees fit, including by issuing bonds or a series of bonds, whether secured or unsecured, or subject to any mortgage, pledge or any other security of the factory or the property of the Company, in whole or in part, whether existing or in the future, including unpaid share capital. |
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22. | Chairman of the Board of Directors |
22.1. | The Company’s Board of Directors will choose one of its members to serve as chairman of the Board of Directors. |
22.2. | The chairman of the Board of Directors will be chosen by the members of the Board of Directors at the Board of Directors’ first meeting after the annual general meeting, or at the Board of Directors’ meeting at which he was appointed as director, and shall serve as the chairman of the Board of Directors as long as otherwise decided by the Board of Directors or until the vacation of his office as a director. |
23. | Convening Meetings of the Board of Directors |
23.1. | The Board of Directors will convene for meetings according to the needs of the Company, and at least once every three months. |
23.2. | The chairman of the Board of Directors is entitled to convene the Board of Directors at any time, and to the request of any of the following: |
23.2.1. | Two directors; |
23.2.2. | One director – if pursuant to Section 257 of the Companies Law. |
23.3. | Without derogating from the foregoing, the chairman of the Board of Directors shall convene the Board of Directors if actions by the Board of Directors are necessary due to a notice from or the report of the Chief Executive Officer according to Section 122(d) of the Companies Law, or the report of the auditor of the Company according to Section 169 of the Companies Law. |
23.4. | If a meeting of the Board of Directors was not convened within 14 days from the request date, as set forth in Article 23.2 above, or from the report date of the Chief Executive Officer or the auditor according to Article 23.3 above, each of the foregoing may convene a meeting of the Board of Directors for the purpose of that matter. |
23.5. | Notice of the Board of Directors meeting shall be provided to each member of the Board of Directors a reasonable time prior to the meeting. |
23.6. | The notice will be sent to the address of the director or to another location as directed by the director, all as provided in advance to the Company, and therein shall be noted the date and location of the meeting, as well as a reasonable explanation of the subjects on the agenda. |
23.7. | Notwithstanding Article 23.2 above, in urgent situations, the Board of Directors may, upon the agreement of a majority of the directors, to convene a meeting without prior notice. |
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24. | Board of Directors Meetings and their Management |
24.1. | The agenda of the Board of Directors meetings will be determined by the chairman of the Board of Directors and shall include the topics determined by the chairman, the topics determined as set forth in Articles 23.2 and 23.3 above and any topic that a director or the Chief Executive Officer requests from the chairman of the Board of Directors, a reasonable time prior to the convening of the Board of Directors meeting, to be included in the agenda. |
24.2. | The chairman of the Board of Directors will manage the Board of Directors meetings. If the chairman of the Board of Directors was absent from a meeting, the Board of Directors will choose one of its members to manage the meeting and to sign the meeting’s minutes. |
24.3. | The Board of Directors may conduct meetings by using any means of communication, provided that all of the participating directors can hear one another at the same time. |
24.4. | The Board of Directors may adopt resolutions even without actually convening, provided that all of the directors entitled to participate in the discussion and vote on the matter brought for discussion, have consented thereto. |
24.5. | If resolutions were adopted as set forth in Article 24.4 above, the chairman of the Board of Directors will record the resolutions in the minutes book and will affix thereto his signature or the signatures of the directors. |
24.6. | A legal quorum for the commencement of a Board of Directors meeting shall be either of the following: half of the members of the Board of Directors, or three members of the Board of Directors among which one or more external directors. |
24.7. | At each meeting of the Board of Directors where a legal quorum was present, the Board of Directors shall be authorized to exercise all of the authorities, powers of attorney and discretion granted at such time to the Board of Directors or generally exercised thereby. |
25. | Voting at the Meetings of the Board of Directors |
25.1. | Each director at a meeting of the Board of Directors shall have one vote. |
25.2. | The resolutions of the Board of Directors shall be passed with a Regular Majority; the chairman of the Board of Directors shall not have an additional vote. |
25.3. | A director in such capacity shall not enter into voting agreements and such agreements shall be deemed as a breach of the fiduciary duty of the director. |
25.4. | The minutes approved and signed by the chairman of the meeting or by the chairman of the Board of Directors shall serve as prima facie evidence to the contents thereof. |
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26. | Committees of the Board of Directors |
26.1. | The Company’s Board of Directors may establish committees of the Board of Directors, generally or for a specific matter, and to appoint members thereof from the members of the Board of Directors, and may from time to time terminate the granting of this authority (hereinafter: the “Board of Directors Committee”). |
26.2. | A decision made or an action performed at the Board of Directors Committee, shall be considered as a decision made or action performed by the Board of Directors, unless the Board of Directors instructs otherwise. |
26.3. | The Board of Directors Committee shall report to the Board of Directors on an ongoing basis regarding its decisions and recommendations. The decisions or recommendations of the Board of Directors Committee requiring the approval of the Board of Directors will be brought to the attention of the Board of Directors a reasonable time before the discussion by the Board of Directors. |
26.4. | Articles 24 to 26 shall also apply, mutatis mutandis, to the convening of meetings of the committees and their management. |
26.5. | The Company’s Board of Directors may not delegate its authorities to the Board of Directors Committee with regard to the following matters, except for the purpose of recommendation only: |
26.5.1. | Determining the general policy of the Company; |
26.5.2. | Distribution, as defined in Section 1 of the Companies Law, unless referring to the purchase of the Company’s shares in accordance with the instructions outlined in advance by the Board of Directors; |
26.5.3. | Determining the position of the Board of Directors in matters that require the approval of the general meeting, or providing an opinion according to Section 329 of the Companies Law; |
26.5.4. | The allocation of shares or of securities convertible to shares or exercisable to shares, or a series of bonds, excluding the allocation of shares due to the exercise or conversion of the securities of the Company; |
26.5.5. | The approval of financial statements; |
26.5.6. | The approval of the transactions and actions requiring the approval of the Board of Directors according to the provisions of Sections 255 and 268 to 275 of the Companies Law. |
26.6. | The Board of Directors may dissolve Board of Directors Committees appointed thereby, however the dissolution shall not derogate from the validity of decisions of such Board of Directors Committee according to which the Company acted vis-à-vis another person who was not aware of its dissolution. |
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27. | Audit Committee |
27.1. | The Board of Directors of the Company shall appoint an audit committee from among its members and the provisions of Article 26 above shall apply thereto, mutatis mutandis. |
27.2. | The number of members of the audit committee shall not be less than three and its members will be appointed according to Section 115 of the Companies Law. |
27.3. | The internal auditor of the Company shall receive notices of the convention of meetings of the audit committee and shall be entitled to participate in them. The internal auditor shall be entitled to request from the chairman of the audit committee to convene the committee for a discussion in a topic that will be detailed in his request, and the chairman of the audit committee will convene it within a reasonable time from the date of the request, if he sees a reason to do so. |
27.4. | Notice regarding the convention of an audit committee meeting at which a matter relating to the audit of the financial statements will be discussed, shall be provided to the auditor of the Company, who may participate therein. |
27.5. | The audit committee shall point out the deficiencies in the Company’s business management, inter alia, by consulting with the internal auditor and/or the auditors of the Company and shall propose ways to correct them to the Board of Directors. The audit committee shall decide whether to approve the actions and transactions requiring the approval of the audit committee according to Sections 255 and 268 to 275 of the Companies Law. Additionally, the audit committee shall have the authorities and roles as detailed in Section 117 of the Companies Law. |
28. | Chief Executive Officer |
28.1. | The Board of Directors may, from time to time, appoint one or more persons, whether directors or not, as the Chief Executive Officer or Chief Executive Officers of the Company, either for a determined date or an unlimited amount of time, and may, from time to time, in considering the terms of the entire contract between it or them and between the Company, release him, her or them from their office and appoint another or others in his, her or their place. |
28.2. | The Chief Executive Officer is responsible for the ongoing management of the Company’s matters within the policy determined by the Board of Directors and pursuant thereto, and shall be under the supervision of the Board of Directors. The Chief Executive Officer shall have all of the management and executive authorities granted thereto by Law or these Articles of Association, any management and executive authorities not granted by Law or these Articles of Association to another organ of the Company as well as any authority granted thereto by the Board of Directors. |
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28.3. | The Chief Executive Officer may appoint a person, people or a corporation for the purpose of receiving and holding in trust for the benefit of the Company of any property belonging to the Company or which the Company has an interest in, or for any other purpose, and to perform and execute all of the actions and things required in connection with any such trust, as well as to pay the salaries of the trustee or these trustees; |
28.4. | The Chief Executive Officer may develop, manage, defend, settle, or abandon any legal proceedings on behalf of the Company or against it or against its officers or relating in another manner to its matters as well as to settle or extend the repayment time or to remove any debt or actions or requirements of the Company or against it; |
28.5. | The Chief Executive Officer may take any action or demand of the Company or against it to arbitration; |
28.6. | The Chief Executive Officer shall submit to the Board of Directors a report of the ongoing operations of the Company on the dates and in the scope as shall be determined by the Board of Directors. The chairman of the Board of Directors may, at his initiative or according to the decision of the Board of Directors, request from the Chief Executive Officer a report regarding the Company’s business. |
28.7. | The compensation of the Chief Executive Officer and the terms of his employment shall be as determined from time to time, taking into consideration the terms of any contract between him and the Company and pursuant to the provisions of the Companies Law, by the Board of Directors, and may be by way of a salary or commission in a certain percentage of a dividend, profits or revenues of the Company, or by participation in these profits, or in one or more of these manners. Where the Companies Law requires the approval of the general meeting regarding the contract with an officer, any such contract shall be subject to such approval. |
28.8. | Subject to the provisions of any applicable law, including Section 92 of the Companies Law, the Board of Directors may, from time to time, delegate to the Chief Executive Officer the authorities granted to the Board of directors by these Articles of Association, as it shall see fit, and may grant authorities which will be exercised for such purposes and needs and at such times and subject to the conditions and limitations, as the Board of Directors sees fit. The Board of Directors may delegate such authorities and continue to hold them in parallel, or delegate them in place of the Board of Directors’ authority, in whole or in part, and may from time to time cancel, change and replace any such authority or all of them entirely. |
28.9. | The Chief Executive Officer may, with the approval of the Board of Directors, delegate to another, subordinated thereto, from its authorities. |
29. | Officers in the Company |
The Board of Directors may from time to time appoint and terminate, and, pursuant to the provisions of any applicable law and as set forth in Article 21.3.5 above, authorize the Chief Executive Officer, regularly or on a one-time basis, to appoint other officers and employees, define their authorities and obligations and determine their compensation and the terms of their employment. The authority of the Board of Directors according to this Article shall not derogate from the authority of the Chief Executive Officer to appoint officers in accordance with the Companies Law. However, an officer terminated by the Board of Directors shall not be reappointed, except by the Board of Directors.
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30. | Liability Insurance, Indemnification and Exemption |
30.1. | Pursuant to the provisions of the Companies Law, the Company may enter into an officers liability insurance agreement, for liability imposed thereon due to an action performed as an officer of the Company, in respect of each of the following: |
30.1.1. | The breach of the duty of care towards the Company or towards another person; |
30.1.2. | The breach of the fiduciary duty towards it, and provided that the officer acted with good faith and had reasonable grounds to assume that the action would not harm the Company’s best interest; |
30.1.3. | A financial liability imposed thereon for the benefit of another person; |
30.1.4. | Payments to the injured party from the violation as set forth in Section 52BBB(a)(1)(a) of the Securities Law; |
30.1.5. | Expenses in connection with an Administrative Proceeding conducted in such officer’s matter, including reasonable litigation expenses and including attorneys’ fees. |
30.2. | Pursuant to the provisions of the Companies Law, the Company may indemnify an officer thereof in respect of a liability or expense, as detailed below, imposed thereon due to an action performed thereby in his capacity as an officer of the Company: |
30.2.1. | A financial liability imposed thereon for the benefit of another person according to a judgment, including a judgment granted in a settlement or an arbitration ruling approved by a court; |
30.2.2. | Reasonable litigation expenses, including attorneys’ fees, which the officer expended due to an investigation or proceeding conducted against him by an authorized authority to conduct an investigation or proceeding, and which ended without the submission of an indictment against him and without any financial liability being imposed on him as an alternative to a criminal proceeding, or which ended without the submission of an indictment against him but with the placement of a financial liability as an alternative to a criminal proceeding for a crime which does not require proving mens rea, or in connection with a financial sanction. |
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30.2.3. | Reasonable litigation expenses, including attorneys’ fees, which the officer expended or were imposed thereon by a court, in a proceeding instituted against him by the Company or on its behalf or by another person, or a criminal indictment from which he was acquitted, or a criminal indictment in which he was charged for a crime which does not require proving mens rea. |
30.2.4. | Payments to the injured party of a violation, as set forth in Section 52BBB(a)(1)(a) of the Securities Law. |
30.2.5. | Expenses paid in connection with an Administrative Proceeding conducted in his matter, including reasonable litigation expenses, and including attorneys’ fees. |
30.2.6. | A liability or other expenses in respect of which the Company may indemnify pursuant to the Companies Law. |
30.3. | The Company may indemnify an officer as set forth above after the occurrence of the indemnifiable event, and may also undertake in advance to indemnify an officer, provided that such undertaking is limited to the types of events that according to the Board of Directors may be indemnified, at the time of providing said undertaking, and in an amount that the Board of Directors determined is reasonable under the circumstances of the matter, for the liability imposed on such officer or an expense paid thereby or that will be imposed thereon, as set forth in Article 30.2 above, due to an action or inaction in his capacity as a director or officer of the Company. The undertaking for indemnification shall set forth the events which are, in the Board of Directors’ opinion, expected in light of the Company’s actual operations and the time of providing the undertaking as well as the amount or criterion which the Board of Directors determined are reasonable under the circumstances. |
30.4. | Pursuant to the provisions of the Companies Law, the Company is entitled to undertake to indemnify, in advance, any person, including an officer serving on behalf of the Company or at its request as a director or officer of another company (including a foreign company) in which the Company holds shares, directly or indirectly, or that the Company has any interest therein (hereinafter: an “Officer Serving in Another Company”), due to a liability imposed thereon or an expense paid by him or imposed thereon, as set forth above, due to an action or inaction in his capacity as a director or Officer in Another Company. |
30.5. | A decision regarding indemnifying and/or exempting from liability an officer and regarding the scope of indemnification shall be made by the Board of Directors as well as by any other entity in the Company whose approval is required by any applicable law at the time of such approval. |
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30.6. | The above provisions do not and shall not limit the Company in any manner in its engagement in insurance agreements and/or regarding indemnification: |
30.6.1. | In connection with anyone who is not an officer in the Company, including employees, contractors or consultants of the Company who are not officers; |
30.6.2. | In connection with the officers in the Company – if the insurance and/or indemnification are not prohibited explicitly according to any applicable law. |
30.7. | Pursuant to the provisions of any applicable law, the Company may exempt in advance, an officer from his liability, in whole or in part, due to an injury caused to it due to a breach of the fiduciary duty towards it, with the exception of an exemption in advance of a director from his liability towards it due to a breach of the fiduciary duty in distributions. |
30.8. | “Officer” in this Article 30 means, anyone who served from time to time in the Company as an officer, as this term is defined in Section 1 of the Companies Law, including an officer of the Company, serving on behalf of the Company in another company, including a subsidiary of the Company, and including a private company under the control of any of the abovementioned officers, through which he served as an officer of the Company and/or as an Officer in Another Company. |
31. | Internal Auditor and Auditor |
31.1. | Internal auditor: |
31.1.1. | The Company’s Board of Directors shall appoint an internal auditor in accordance with the proposal of the audit committee. |
31.1.2. | The chairman of the audit committee shall be the organizational superior of the internal auditor, unless otherwise determined by the Board of Directors and/or the audit committee. |
31.1.3. | The internal auditor will submit his proposal for an annual or periodic work plan for the approval of the audit committee, and the audit committee will approve it with the changes as it sees fit. |
31.1.4. | The internal auditor will submit a report of his findings to the chairman of the Board of Directors, the Chief Executive Officer and the chairman of the audit committee; the chairman of the Board of Directors or the chairman of the audit committee may instruct the internal auditor to conduct an internal audit, in addition to the work plan, where an urgent need therefor arises. |
31.2. | Auditor: |
31.2.1. | The general meeting will appoint an external auditor for the Company. Such auditor will serve in his position through one year from the general meeting at which he was appointed. The general meeting may in its decision to appoint the auditor to determine that the term of his appointment shall be longer than one year, but in event will the term exceed the third annual general meeting after the annual general meeting in which he was appointed. |
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31.2.2. | The Company may appoint several external auditors to jointly perform the audit. |
31.2.3. | The compensation of the external auditor for the audit work shall be determined by the general meeting that appointed him, or by the Board of Directors if the general meeting did not or if the general meeting authorized the Board of Directors to determine the compensation. The Company’s Board of Directors shall determine the external auditor’s compensation for additional services provided to the Company, which are not audit services. The Board of Directors shall report to the annual general meeting regarding the external auditor’s salary for such additional services. |
32. | Distributions, Dividends and Bonus Shares |
32.1. | Distributions, dividends and the allocation of bonus shares shall be, subject to the Companies Law and these Articles of Association, as follows: |
32.1.1. | The decision regarding a distribution, dividend and allocation of bonus shares will be made by the Company’s Board of Directors; |
32.1.2. | The distribution of the dividend to the shareholders in the Company shall be performed to each shareholder in the Company in a manner relative to the par value of each share, unless determined otherwise in these Articles of Association, as amended, explicit rules regarding ranking appertaining to dividends with regard to one class of share or another; |
32.1.3. | The Board of Directors is entitled to deduct from any dividend or other benefits, the sums that a shareholder owes to the Company in respect of the shares in respect of which the dividend or other benefit will be paid or granted, whether such sums are due or not. |
32.2. | The Company may issue redeemable securities, all subject to Section 312 of the Companies Law and pursuant to the terms of such redeemable securities as will be determined in the issuance. The authority to issue redeemable securities is granted to the Company’s Board of Directors. |
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32.3. | The Board of Directors may, as it shall see fit and beneficial, appoint trustees or representatives for the holders of bearer share certificates who/which for a period of time, as determined by the Board of Directors, did not contact the Company to receive dividends, shares or other benefits of any kind or type, and for those shareholders registered by name that did not notify the Company of a change to their address and did not contact the Company to receive dividends, shares or other benefits throughout the term as stated above. These representatives or trustees will be appointed for realizing, collecting or receiving the dividends, shares and rights as stated, to sign the shares which have yet to be issued that are offered to the shareholders, but they will not be entitled to transfer or assign the shares for which they were appointed or to vote on their behalf or to transfer or assign rights which they are holding, as stated. In the terms of each trust or appointment of a representative, it will be stipulated by the Company that upon the first request by the holder of a share in respect of which the trustees or representatives were appointed, the trustees or representatives will be obligated to return to that holder of a share or to anyone that the Company will instruct for the share in question and all of the rights held thereby for them, all as applicable. Any action or arrangement performed by these representatives or trustees and any agreement between the Board of Directors and these representatives or trustees shall be valid and shall obligate anyone related to the matter. |
32.4. | The Board of Directors may determine from time to time the manner of payment of the dividends or the distribution of bonus shares and any other rights and the arrangements in connection therewith, both to the shareholders registered by name and to the holders of bearer share certificates. Without derogating from the generality of the foregoing, the Board of Directors may pay all of the dividends or funds in respect of the shares by mailing checks to the addresses of the shareholders as registered in the Company’s register of shareholders. |
33. | Calls for Payment |
33.1. | The Board of Directors may at times, at its discretion or subject to the terms pursuant to which the shares were allocated, if such terms were determined, submit to the shareholders a call for payment with respect to the portion of the shares that has not been fully paid up by the shareholders, as the Board of Directors shall see fit, and provided that prior notice of at least fourteen days was provided regarding the call for payment, and each shareholder shall be obligated to pay the sum requested therefrom as stated on the dates and at the locations as determined by the Board of Directors. |
33.2. | Joint holders of a share shall be obligated, jointly and severally to pay the amounts requested by the call for payment and the rates in connection with these calls. |
33.3. | If the call for payment or the rate arising in respect of the share was not paid, the shareholder or the person to which it was allocated will be obligated to pay the linkage differentials and interest on the sum of the call for payment or the rate as determined by the Board of Directors commencing on the date designated for the repayment and concluding on the payment date. The Board of Directors may however waive the linkage differentials or the interest or a portion thereof. |
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33.4. | Any sum which must be, pursuant to the terms of allocation of the concerned shares, repaid at the time of the allocation or on a predetermined date, whether in respect of the par value of the share or whether a premium thereon, shall be considered under these Articles of Association as sums that have been validly called for payment and the due date is the date of allocation or the predetermined date, as applicable , and in the event of non-payment, all of the Articles hereof regarding the payment of linkage differentials and interest and expenses, forfeiture and the like and all other Articles pertaining thereto shall apply, as though such sum was validly called for payment. |
33.5. | The Board of Directors, if it shall see fit, may accept from a shareholder payment in respect of all or any portion of the amounts unpaid in respect of such shareholder’s shares, in addition to the sums called for payment, and the Board of Directors may also pay to such shareholder interest and linkage differentials on the sums paid in advance or on that part of them exceeding the sum which at the time under discussion was called for payment in respect of the shares in relation to which the payment was performed initially, at a rate that the Board of Directors and the shareholder shall agree on, in addition to dividends which will be paid, if applicable, in respect of that part paid on the share in relation to which the payment was performed initially. |
34. | Forfeiture of shares |
34.1. | If a shareholder (hereinafter in this Article: the “Obligated Party”) did not fulfill the call for payment according to Article 33 above, the Board of Directors may, at any time thereafter, forfeit all of the shares in relation to which the Obligated Party was given notice regarding the call for payment. |
34.2. | Subject to the provisions of any applicable law, the forfeiture of any share will be followed, at the time of the forfeiture, by a termination of any right in the Company and any claim or demand towards it in relation to the share. |
34.3. | The forfeiture of a share in the Company shall include all of the dividends in respect of that share which were not paid before the forfeiture, even if declared. |
34.4. | The Board of Directors may sell, reallocate or transfer in another manner any share that was forfeited in the manner that it shall decide, with or without any sum repaid for the share or considered repaid therefor. The shares which were forfeited and not yet sold shall be dormant shares, as defined in Section 308 of the Companies Law. |
34.5. | If the consideration received for the sale of the shares forfeited exceeds the consideration for which the Obligated Party was obligated, the Obligated Party shall be entitled to the portion which was paid by the Obligated Party in respect of the shares, if any such amounts were paid, provided that the consideration remaining with the Company shall not be less than the consideration to which it was entitled from the Obligated Party with the addition of the expenses ancillary to the sale. |
34.6. | The Board of Directors may at any time collect the forfeited funds or any part of them, as it shall see fit, but there shall not be any obligation thereon to do so. |
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35. | Register of Shareholders |
35.1. | The Company shall keep a register of shareholders which shall include the following details: |
35.1.1. | Name, ID no. and address of each shareholder, all as provided to the Company; |
35.1.2. | The amount of shares and class of shares in the possession of each shareholder, noting their par value and the unpaid portion thereon, if the shares are not fully paid up; |
35.1.3. | The allocation date of the shares or the date of their transfer to the shareholders, as applicable; |
35.1.4. | If the shares are marked with serial numbers, the Company shall note, next to the name of the shareholder, the number of shares registered in the shareholder’s name. |
35.2. | If there were dormant shares, as set forth in Section 308 of the Companies Law, in the Company, the number of such shares shall be recorded in the register and the date on which they became dormant. |
35.3. | If the Company is keeping an additional register of shareholders, as set forth in Article 37 below, the amount of shares registered in the additional register of shareholders shall be noted as well as their serial numbers, if the shares are marked by serial numbers. |
35.4. | The Company shall change the registration of ownership in the shares in the register of shareholders, as set forth in Article 36.1, in each of the events listed below: |
35.4.1. | If the Company received a court order to amend the register; |
35.4.2. | If it was proven to the Company that conditions by law for assigning the right have been fulfilled; |
35.4.3. | If another condition was fulfilled, which pursuant to the Articles of Association was sufficient to cause a change in the register of shareholders. |
35.5. | The Company shall be entitled to close the register of shareholders for a reasonable amount of time as determined by the Board of Directors and provided that it shall not exceed 30 days each year. Regarding the closing of the register of shareholders, the Company shall publish a notice, at least 7 days prior thereto. |
36. | Register of material shareholders and an additional register of shareholders outside of Israel |
36.1. | The register of material shareholders shall contain the reports received by the Company pursuant to the Securities Law regarding the holdings of material shareholders of shares in the Company. |
36.2. | The Company may keep an additional register of shareholders outside of Israel and in this regard all of the provisions of Section 138 of the Companies Law shall apply. |
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37. | The Signatory, Stamp and Authority of to Sign |
37.1. | The Company may determine a rubber stamp or stamps to embed on the documents, and the Board of Directors shall ensure that each such stamp shall be kept in a secure place; |
37.2. | The Board of Directors may authorize any person to act or sign on behalf of the Company, and their actions or signature shall obligate the Company, provided that such person acted or signed within his/her authority; |
37.3. | The Board of Directors is authorized to use and hold a stamp outside of Israel, and to instruct the use thereof. |
38. | Accounting |
The Board of Directors is responsible for keeping the accounts and the publication of financial statements as determined in Sections 171 to 175 of the Companies Law and any other law applying on the Company.
39. | Donations |
The Company may donate a reasonable sum to a proper cause, even if the donation is not within the Company’s business considerations. The Chief Executive Officer shall be authorized to implement this Article, provided that annual cumulative donations exceeding the higher of USD 15,000 shall be brought for the approval of the Board of Directors.
40. | Keeping of Minutes |
The Company shall conduct minutes of the proceedings in the general meetings, class meetings, Board of Directors meetings and meetings of the committees of the Board of Directors, and shall maintain them in its registered offices for a term of 7 years from the meeting date.
41. | Notices |
Notices and other documents which must be transferred to the shareholders or any of them may be transferred by the Company to all of the shareholders personally or via registered mail in a duly stamped letter, to the location as registered by that shareholder in the register of shareholders or by providing notice to the shareholders or holders of any other kinds of rights by publishing in two daily Hebrew newspapers appearing in Israel in Hebrew and with a reasonable distribution, and such publication shall replace the provision of notices in person or by mail.
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42. | Forum for Adjudication of Disputes |
42.1. | Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America, shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the U.S. Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Company, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. The foregoing provisions of this Article 42 shall not apply to causes of action arising under the U.S. Securities Exchange Act of 1934, as amended. |
42.2. | Unless the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law. |
42.3. | Any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to the provisions of this Article 42. |
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Exhibit 4.1
:Directors נהלים: מ Signature תימ ה ח day of This שנ ת ב יום ב Received תק בלו נ Given under the Common Seal of the Company ערך ונחתם בחותמת החברה נ ספר העברה מ תקנות ההתאגדות של החברה ו Association of the Company Date ולמה במלואה בהתאם לתזכי ר ש אריך ת subject to the Memorandum and Articles of עד בכלל בחברה הנ"ל ושתמורת ן ו ,fully paid up in the above named Company ד מספר ע inclusive, to Posted to מסומנות ממספ ר ה שלח ל נ each, numbered from of NIS קל חדש כל אח ת ש נו ת ב Nos SHARES Distinctive ניו ת מ י ם ר ספ מ is the Registered Holder of וא הבעל הרשום של ה NO. of Shares ספר המניו ת מ of מ That Address THIS IS TO CERTIFY זאת לעדות י כ ען מ Name ם ש divided into .. - חולק ל מ Authorized Capital: N.I.S קל חד ש ש הון הרשום ה SHARE CERTIFICATE SHARE CERTIFICATE עודת מני ה ת 520041146 ENLIGHT RENEWABLE ENERGY LTD עודת מני ה ת SHARES ניו ת מ מ " אנלייט אנרגיה מתחדשת בע |
Exhibit 10.4
Enlight Renewable Energy Ltd.
Office Holder Compensation Policy
August 2021
Page 1 of 18
Enlight Renewable Energy Ltd. (hereinafter - the “Company”)
Office Holder Compensation Policy
1. | Overview |
1.1. | A compensation policy (hereinafter - the “Compensation Policy”), as defined in the Companies Law, 1999 (hereinafter - the “Companies Law” or the “Law”), is a policy regarding the terms of office and employment (as such terms are defined in the Companies Law from time to time) of the Company’s office holders. |
1.2. | Among other things, the Compensation Policy is based on the provisions of Amendment 20 to the Law, relating to compensation policies for public company office holders. |
1.3. | The Compensation Policy takes under consideration the Company’s characteristics, business strategy, objectives, area of activity, and the Company’s interest in recruiting and retaining highly qualified office holders. |
1.4. | Before its re-approval, the Compensation Policy and its various components were discussed at Compensation Committee meetings, with the advice of professional advisors of the Company, and after discussions during which committee members made comments, asked questions and received answers from the Company’s management and its professional advisors on various issues concerning the Compensation Policy, the Compensation Committee recommended to the Company’s Board of Directors to approve the Compensation Policy. The Company’s Board of Directors approved the Compensation Policy, having considered and delibrated the Compensation Committee’s recommendation. The Compensation Policy is subject to the approval of the Company’s shareholders at a general meeting, as set forth in Section 267A of the Companies Law. |
1.5. | The Compensation Policy sets forth a ceiling for the Company office holders’ terms of office and employment. The policy is declarative and does not establish any liability of the Company toward its office holders. The Company is not obligated to grant the office holders any or all of the components included in the policy, in whole or in part, and the policy does not entitle the office holders to any rights, whether directly or indirectly. The Company will only be bound by the employment agreements entered into between it and its office holders. |
2. | Objectives of the Compensation Policy |
2.1. | The Company acknowledges the vital importance of the human element in all Company ranks, and particularly its executive rank. Hence, the Company considers it very important to establish a suitable and appropriate compensation policy for Company office holders, including by creating the right incentives to promote the Company’s short-term and long-term goals, its work plans, and its policy, taking into consideration, among other things, the office holders’ areas of responsibility and the risks that affect the Company’s activity. |
2.2. | The Company has adopted the Compensation Policy pursuant to the following objectives: |
2.2.1. | Helping to achieve the Company’s goals and work plans in the long-term, and make sure that the Company office holders’ interests, are, subject to any applicable law, identical to and reflect those of the Company shareholders, to the extent possible. |
2.2.2. | Increasing the Company office holders’ sense of identification with the Company and its activity by implementing a program intended to ensure that the Company’s success entails, inter alia, each office holder’s individual success. |
2.2.3. | Raising the Company office holders’ satisfaction and motivation to promote the Company’s affairs and further its business capabilities. |
2.2.4. | Recruiting and retaining high-quality Company office holders for the long-term. |
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3. | The Considerations and Guidelines in Setting the Compensation Policy |
3.1. | In setting the Compensation Policy, the Company considered the considerations set forth in Section 267B(A) of the Companies Law, including: |
3.1.1. | Promoting the Company’s long-term goals, work plans, and policy. |
3.1.2. | Creating suitable incentives for the Company’s office holders, taking into consideration, among other things, the Company’s risk management policy; |
3.1.3. | The office holders’ high level of responsibility and the complexity of the office holders’ duties. |
3.1.4. | The Company’s size, profitability, and the nature of its operations. |
3.1.5. | Regarding terms of office and employment that include variable components – the office holder’s contribution to achieving the Company’s goals and maximizing its profits over the long-term, and the office holder’s role in the Company. |
3.2. | Additionally, when determining the terms of the office holders’ compensation, the Compensation Committee and Board of Directors may set relevant criteria in addition to the guidelines and considerations set forth and required under the Companies Law, and may consider data in addition to the data set forth below in light of the Company’s best interest, condition, and plans. |
4. | Main Principles of the Compensation Policy |
4.1. | Compensation components |
The aggregate compensation for Company office holders includes the following components:
4.1.1. | Base wage or salary – for details, see Section 6 below. |
4.1.2. | Fringe social benefits and other benefits – for details, see Section 10 below. |
4.1.3. | Variable compensation: |
(a) | An annual cash bonus – for details, see Section 7 below. |
(b) | A retention bonus – for details, see Section 8 below. |
(c) | A sale or merger bonus – for details, see Section 9 below. |
(d) | Equity compensation – for details, see Section 10 below. |
(e) | End of service terms – severance exceeding the ceiling set forth in the Law, an adjustment period, advance notice or any other benefit granted to office holders in connection with the end of their roles with the Company. |
4.2. | Definitions: |
4.2.1. | The “Base Wage” or “Salary”: the gross monthly wage. |
4.2.2. | The “Fixed Compensation” or “Wage Cost”: the Base Wage, plus social benefits and other benefits, in terms of cost to the Company. |
4.2.3. | “Variable Compensation”: the variable compensation in cash and the variable equity compensation. |
4.2.4. | The “Compensation Package”: the total cost of the compensation in terms of employment cost, including the Wage Cost and bonuses. |
4.2.5. | “Office holder” - as defined by the Companies Law (i.e., CEO, main business manager, deputy CEO, VP, CFO, and any other office holder in the Company irrespective of their title, as well as a director or manager who reports directly to the CEO). |
Page 3 of 18
5. | Manner of Determining Compensation |
When reviewing and approving an office holder’s terms of office and employment, the Compensation Committee and Board of Directors will consider the following (in whole or in part, based on relevance):
5.1. | All compensation components, including the monthly salary, related benefits, retirement bonuses (as the term is defined in the Law from time to time), and any benefit, payment, or payment commitment or commitments to grant such a benefit, as applicable, granted for such employment or appointment. |
5.2. | The economic value of the entire compensation package and all its components, while taking into consideration the Company’s business results, and, if the compensation package is tied to certain objectives, examining such objectives. |
5.3. | To the extent possible, the compensation components will be challenging, but will not encourage taking risks exceeding the Company’s desired risk levels. |
5.4. | To ensure congruence between the overall compensation components set forth in the policy, Company organs will be presented with, and will discuss the approval of, all compensation components of each Company office holder. Additionally, the wage ranges and the other terms of office and employment for Company office holders will be determined, inter alia, according to the comparable data for office holders in companies that are similar to the Company, to the extent possible, as set forth below (hereinafter, the “Peer Company Data”). The Peer Company Data will relate to the components of the office and employment terms, to the extent possible and to the extent the information is available. |
5.5. | The Peer Company Data will be prepared by the Company or by an external consultant, which decision will be in the Compensation Committee’s discretion, based on a methodology that the Company considers appropriate and reasonable. Additionally, the Peer Company Data will be prepared separately for the base salary and for the aggregate compensation, to the extent relevant and if such information is available. In such review, the Company’s performance will also be taken into consideration, so that the relationship between the Company’s performance and its relative position among the companies to which it is being compared will be reviewed, based on predetermined parameters. |
5.6. | The comparison will be carried out with respect to compensation granted to office holders holding a similar position in at least 3 publicly traded companies and/or private companies that have the following characteristics (in whole or in part, or additional criteria as the Compensation Committee finds suitable): (a) their equity is similar to the Company’s equity; (b) their operating profit is comparable to the Company’s operating profit; (c) their total assets are similar to the Company’s total assets; (d) they have a similar turnover; (e) their market value is similar to the Company’s market value; and (f) they are in the same area of activity as the Company. |
5.7. | The office holder’s education, skills, expertise, professional experience, work and contribution to achieving the Company’s business goals and meeting its work plans (in such office holder’s current or previous position). |
5.8. | The office holder’s role, areas of responsibility, and previous wage agreements. Additionally, as relevant, the comparable data regarding the Company’s previous or present office holders in the same position or in similar positions will be taken into consideration, with respect to all components of the office and employment terms. Also, and to the extent relevant, any substantial changes that occurred in the office holder’s authorities and areas of responsibility during the year will be considered. |
Page 4 of 18
5.9. | The ratio of the office holders’ terms of office and employment, and the wages1 paid to all other Company employees and contractors employed by the Company (as these terms are defined in the Law from time to time), and in particular, the ratio to these employees’ mean and median wages, and the effect of the gaps in such wage data on labor relations within the Company. |
5.10. | The Compensation Committee and the Board of Directors will review the above ratio and note if they believe the ratio is appropriate and suitable considering, among other things, the Company’s nature, size, staff composition and area of activity, and if these ratios might adversely affect labor relations within the Company. |
5.11. | As of the date of this Compensation Policy’s adoption, the ratio between the different Base Wages of office holders in the Company Base Wages and all other Company employees’ mean and median wages, and the ratio between the office and employment terms (Wage Cost plus bonuses) for each Company office holder and the mean and median Wage Cost for all other Company employees are as follows: |
Job title | The
ratio of the Base Wages to the mean salary | The
ratio of the Base Wages to the median salary | The
ratio of the office holders’ Wage Cost, including bonuses and options, to the average Wage Cost in the Company | The
ratio of the Wage Cost, including bonuses and options for Company office holders to the Company’s median Wage Cost | ||||||||||||
The Company’s CEO | 3.15 | 3.21 | 7.45 | 9.28 | ||||||||||||
Chief Financial Officer | 2.04 | 2.11 | 3.02 | 4.02 | ||||||||||||
VP Engineering and Contracting | 2.18 | 2.26 | 3.91 | 5.13 | ||||||||||||
VP Business Development | 2.30 | 2.37 | 5.05 | 6.51 | ||||||||||||
VP Development in Israel | 1.80 | 1.87 | 2.37 | 3.18 | ||||||||||||
VP Regulation and Community Relations | 1.74 | 1.81 | 1.95 | 2.64 | ||||||||||||
VP Operations | 1.67 | 1.74 | 1.56 | 2.13 | ||||||||||||
VP Global Development | 1.71 | 1.78 | 3.12 | 4.03 |
To calculate the cost ratios, strict ratios were taken into consideration, while taking into consideration the monthly salary and related costs, bonuses (assuming that targets are fully met) and the cost of options in the coming year, etc. With respect to the other employees of the Company, the aggregate employment cost and related benefits were taken into consideration, excluding bonuses and/or costs of option grants.
The Compensation Committee and Board of Directors estimate that these ratios are appropriate and reasonable in light of the Company’s characteristics, and they will not adversely affect labor relations within the Company2.
Given that the Company is growing, members of the Compensation Committee and
1 | “Wages” – as this term is defined in the Companies Law from time to time; at present, the income for which national insurance premiums are paid under Chapter 15 of the National Insurance Law [Combined Version], 1995. |
2 | The maximum ratios consider the equity compensation made to the Company officers. |
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Board of Directors in the Company believe that the Company should have, on the one hand, determined reasonable and appropriate salary ratios between the office holders and all Company employees, and on the other hand, determined salary ratios that match the nature of the Company’s operations and advanced growth. Due to the growth in the Company’s activity and staff number from year to year, it is clear that shifts in the Company’s staff number may have a material effect on salary ratios, without diminishing the Company employees’ motivation and sense of identification with its activity and operations.
In light of the above, the Company’s Compensation Committee and Board of Directors determined that the above salary ratios will be deemed reasonable if they do not exceed 3.5 times the above-described ratios (and the maximum ratios for new office holders will be examined based on the above-described CFO’s ratios). Any deviation from the above will be brought before the Compensation Committee and Board of Directors for renewed discussion and a determination as to whether such deviation requires any changes, and the Company will disclose material deviations. The Compensation Committee and Board of Directors believe this maximum ratio is reasonable and fair in light of the Company’s character, its area of activity and its size during this policy’s applicability period, and consequently, the extent of responsibility imposed on the Company’s senior office holders.
5.12. | The ratio of the variable components to the fixed components granted to the office holder.
The desired ratio between the variable components and the fixed components granted to different Company office holders in a given year will be as follows:3 |
Job title | Fixed
components (including related benefits) (%) | Variable
benefits (bonuses and options) (%) | ||
The Company’s CEO | 20%-60% | 40%-80% | ||
VP Engineering and Contracting; VP Business Development, Marketing and Sales; | 20%-65% | 35%-80% | ||
Other VPs | 25%-70% | 30%-75% |
This refers only to the planned ratio, assuming bonuses are granted as set forth in this policy. The actual ratio in a given year between the compensation package components might be different because of underperformance or overperformance, which may affect the variable compensation, as set forth in this policy. In addition, due to the unique character of the Company’s activity and the importance of retaining its many fixed work interfaces, the Company considers it important to reinforce the fixed office holder compensation components, and accordingly, the above ratios were determined as part of the overall considerations.
If the Company deviates from the above ratio by more than 5% from the above-described gaps (i.e., a 7% deviation from the upper limit or a 5% deviation from the lower limit), then such deviation will be brought before the Compensation Committee and Board of Directors for further discussion and a determination as to whether such deviation requires any changes, and the Company will disclose material deviations. The Company organs deemed deviations within these limits as reasonable.
3 | We emphasize that this refers only to the planned ratio, assuming bonuses are made as stated in this policy. The actual ratio in a given year between the compensation package components might be different because of underperformance or over-performance, that might affect the variable compensation, as stated in this policy. |
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6. | Basic salary |
The salary of an office holder is a fixed component, determined (to the extent possible) by the day their employment term commences, and will be revised from time to time according to the Compensation Policy.
6.1. | The CEO and the Office Holders’ Salaries |
6.1.1. | The Company’s CEO and other office holders’ salaries will be determined based on the relevant considerations and criteria appearing in Sections 2, 3, and 5 above, and will be approved by the Company’s competent organs , according to the applicable law. |
Based on these considerations, the Company office holders’ highest monthly Base Wages were determined, as set forth below4:
Job title | Maximum
(in NIS) (gross) | |||
The Company’s CEO5 | 118,000 | |||
VP Engineering and Operation; VP of Business Development, Marketing and Sales; | 80,000 | |||
Other VPs | 65,000 |
The Compensation Committee and Board of Directors will review such highest monthly Base Wages as part of the annual review of the Compensation Policy under Section 16 below, and these will be updated to the extent necessary, including in comparison with the Peer Company Data and taking into consideration the Company’s business position and its staff, or other considerations.
If the Company deviates from the above by more than 5%, such deviation will be brought before the Compensation Committee and Board of Directors for further discussion and a determination as to whether any changes are required, and the Company will disclose such material deviations. The Company organs considered any deviation within the above set forth limits as reasonable.
6.2. | Compensation of directors |
6.2.1. | The Company directors (outside directors and otherwise6) will be paid an annual compensation, a participation compensation, and reimbursement of expenses according to the provisions of the Companies Regulations (Outside Director Compensation and Expenses Rules), 2000 (hereinafter, the “Compensation Regulations”), based on the Company’s classification according to such regulations. The wages determined may not exceed the maximum compensation permitted under the Compensation Regulations. |
4 | To clarify, the Company may enter into management agreements with the officers’ wholly owned companies, and all provisions of this Compensation Policy also apply to them. The management fee will be governed by the provisions that apply to the monthly salary, and the maximum management fees will be equal to the maximum employment cost assuming labor relations. |
5 | The maximum value of the CEO’s compensation package may not exceed NIS 8 million a year, and the calculation of the options’ value will be made for the award date, linearly over the vesting period. |
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6.2.2. | The amounts will be paid plus linkage differentials, as set forth in Regulation 8 of the Compensation Regulations, and will be updated from time to time as set forth in the Compensation Regulations. |
6.2.3. | The foregoing notwithstanding, a director’s (not including an outside director and/or an independent director) non-acceptance or waiver of the compensation that they are entitled to according to the Compensation Regulations will not be deemed a deviation from this policy. |
6.2.4. | The Company may grant the Chairman of its Board of Directors compensation that may not exceed NIS 60,000 a month (payable through an invoice), plus an equity component according to the standards set forth in this policy.7 |
7. | Annual Cash Bonus |
7.1. | The Company’s Compensation Policy is based, among other things, on the assumption that the Company office holders’ compensation must be tied to the Company’s business results8 and reflect the Company’s various strategic goals and each office holders’ personal contribution to achieving such goals. |
7.2. | This bonus is intended to compensate the office holders for their accomplishments and contributions to achieving the Company’s goals throughout the period for which the bonus is paid. |
7.3. | The Company's office holders will be entitled to an annual performance-based bonus contingent on meeting certain goals. Eligibility for the bonus will be determined mainly on measurable quantitative criteria, however, eligibility may also be partly determined by qualitative criteria that is not measurable. The structure of the goals and weights attributed will be determined by the Compensation Committee and the Board of Directors every year in advance, no later than the end of March of that year. The goals and weights attributed will be structured individually and separately for each of the Company's office holders. |
7.4. | The amount of the bonus to be distributed each year will be based on the extent to which goals are achieved, as set out below. |
7.4.1. | Bonus structure - the bonus will be composed of three components: |
a. | Based on Company goals | - | Goals applicable to the bonus plans for all the Company's office holders in a particular year, including the Company's CEO. | |
b. | Based on personal goals | - | Targets suited to the role of the applicable office holder and the targets and specific matters that the Company wishes to advance that year. | |
c. | Discretionary bonus component | - | The Company’s office holders will be entitled to a bonus component that is not measurable, based on a qualitative evaluation of their performance by their supervising office holder. |
7 | The above is a payment for a 33% appointment percentage, and it will be adapted proportionally based on an increase or a decrease in the appointment percentage. |
8 | The Company’s outcomes will be according to the Company’s audited financial statements. |
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7.4.2. | As part of the annual bonus component that is based on the Company’s goals, two or more Company goals will be determined, which will be measurable quantitative goals that are contingent on achievement of the Company's long-term business goals and objectives, including the following: |
a. | The volume of new transactions closed, according to megawatt parameters or equivalent parameters based on the relevant activity segment; |
b. | Average economic internal rate of return (EIRR); |
c. | Periodic profitability rates (operating profit and/or net profit); |
d. | Operating profit parameters (EBITDA, FFO); |
e. | Rates of growth in the volume of activities; |
f. | Achieving project performance indicators. (1) Meeting the construction/development schedule - the compensation rate in respect of this component will be gradual with several “grades” determined in the timetable, and the rate will increase with the grades in a manner that is incentivizing; (2) Achieving savings in construction budgets - the compensation rate in respect of this component will be determined on a graded basis while establishing a number of quantitative financial thresholds reflecting savings in the project budget, and each threshold will be awarded a different compensation rate, in an ascending grade; (3) Implementation of advanced management tools, processes, and control to be defined by the Company’s Compensation Committee and Board of Directors individually and their proper implementation will be as meeting this target; |
g. | Goals referring to improvement in the price of the Company's shares or referring to the trading volume of the shares and the identity of the shareholders; |
h. | Capital raising, debt cycle, and/or capital structure improvement goals; |
i. | Goals referring to organizational development; |
j. | The Company's Board of Directors may determine specific compensation goals for office holders (by March of each year), the achievement of which the Board of Directors believes will serve as a strategic goal for the Company and/or a milestone that is a substantial leap forward in achieving the Company's strategy in one of the following areas of activity: (i) achieving a significant milestone (such as signing financing agreements, financial closing or commercial operation or obtaining other material approvals for a project) in a transaction and/or a specific project, which are material to the Company (based on standard accounting tests); (ii) mergers and acquisitions of renewable energy projects and/or renewable energy companies; (iii) raising capital for the Company's activities, when achieving this goal in a number of salaries to be defined as a success-based bonus contingent on a minimum rate of amounts successfully raised to be determined by the Company’s Compensation Committee and Board of Directors; (iv) winning a tender for a substantial project (based on standard accounting tests); and (v) developing entry into new areas of activity. |
Such goals will be based on the Company's strategy as reflected in the annual budget determined and approved annually by the Company’s Compensation Committee and Board of Directors (no later than the end of March of that year) (hereinafter,the “Annual Budget"), and will be adjusted to the Company's performance in the year with respect to which the bonus is paid. For the Company’s CEO, only Company goals can be determined. If required by applicable law, for certain office holders or certain types of goals, the goals will also be approved by the general meeting.
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7.4.3. | In addition, up to five measurable personal goals will be determined for each office holder, to be determined individually, based on the office holder's position and contribution to the Company's business and based on the Company's long-term strategic work plan and the work plans of the department to which the office holder belongs. These goals may include, for example: |
a. | Contribution to the achievement of strategic targets set for the office holders in their area of activity; |
b. | An indicator of completing milestones in significant projects and/or in the development, licensing, and planning process of significant projects; |
c. | Signing agreements and transactions in the Company’s area of activity, based on indicators and volume to be defined annually; |
d. | Achieving regulatory goals, regulatory milestones, and goals that are related to the Company's regulatory interfaces; |
e. | Contribution to the signing of financing agreements, such as senior debt and/or mezzanine debt transactions for the purpose of starting projects, investing in projects, or acquiring activities; |
f. | Achieving savings goals in project construction budgets, as well as in operating, maintenance, and/or development expenses; |
g. | Achieving goals in the sale and disposal of the Company's profitable assets; |
h. | Achieving goals related to characterization and implementation of management and control tools, and improving the Company's management and control processes; |
i. | In addition, office holders involved in development and/or regulation may also be entitled to specific bonuses for full or partial completion of complex processes developed by the Company, based on milestones to be determined by the Company (hereinafter, “Development Bonuses"). |
The internal division between the relative weight attributed to the quantitative estimates based on Company goals and the personal quantitative goals will be adjusted individually for each office holder, based on the characteristics of their position, areas of responsibility, and the extent of their influence on the achievement of the Company's goals and its profits.
7.4.4. | The weight attributed to the personal goals of each VP will be between 20% and 60% of all the goals for office holders (not including the Development Bonuses). In addition, if an office holder does not reach the minimum threshold of any of the personal goals, such officer holder will not be entitled to a bonus in that year, even if the Company/Group achieves its goals. |
7.4.5. | The discretionary bonus component will be based on the evaluation of the Board of Directors. The weight attributed to this goal will not exceed 20%. It is clarified that, subject to applicable law, the Board of Directors, at the recommendation of the Compensation Committee, may increase the discretionary component of the annual bonus for office holders reporting directly to the CEO and also determine that this will be the only component for calculating the performance-based bonus for the relevant office holder. |
7.4.6. | In addition to the annual bonus described above, the Board of Directors may, after receiving the recommendation of the Compensation Committee and without requiring any other approvals, decide that the Company will pay any of the office holders (who report directly to the CEO) a bonus for special projects or special achievements, arising from the activities of the office holders and their contribution to the Company, based on the Company's long-term strategic work plan (in this Section 7.4.6, this includes achieving material strategic goals and signing strategic agreements that are material to the Company's activities, such as: (i) a merger and/or acquisition of an activity on a material scale (exceeding 20% of Group assets and/or its installed capacity and/or its equity); (ii) raising capital/debt in an amount exceeding NIS 350 million; (iii) winning and/or investing in and/or selling a project and/or reaching a significant milestone in a project of a substantial scope, which the Board of Directors considers an extraordinary achievement that may have a material effect on indicators in the Company's activity; and (iv) achieving an extraordinary performance indicator that is significantly higher (more than 15% in excess of the upper threshold deteremined by the Board of Directors for a specific annual goal in the goals set out in Sections 7.4.2-7.4.3 above, and as set out in Section 7.4.9 below (hereinafter,the “Special Bonus”). |
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7.4.7. | It is clarified that in any event, the Special Bonus will not exceed five monthly salaries for an office holder. It should be clarified that discretionary compensation for the CEO exceeding three monthly salaries will be brought to the general meeting for approval. Notwithstanding the above, the portion of the discretionary components of the bonus component as set out in Section 7.4.5 above, may be higher, up to the maximum amount permitted by the Law, as may be the case from time to time. |
7.4.8. | The Board of Directors will have discretion and flexibility in determining the weights and goals, and the weights and goals will be discussed annually as set out above, based on the recommendations of the Compensation Committee in the matter. For this matter, the Compensation Committee and the Board of Directors will take into consideration the recommendation of the Company’s CEO reagrding the goals and weights pertaining to the VPs and the recommendation of the Chairman of the Board of Directors regarding the goals and weights pertaining to the CEO. |
7.4.9. | The provisions set out below will be used to determine the goals and assess whether they have been met: |
§ | Each goal will be assigned a relative weight that determines its importance and its weight in the determination of the bonus budget. |
§ | A quantitative target threshold (indicator) will be determined for each measurable target, to be derived from the work plan (budget) or directly from the area that requires change or improvement. |
§ | If the goal is a parameter included in or derived from the budget, the goal will be considered to have been met in full only if the quantitative target threshold set in or derived from the budget is met. |
§ | Each goal will receive a separate score indicating compliance with the goal and the bonus will be calculated pro rata to the relative weight of such goal. |
§ | A lower quantitative threshold will also be set for each goal. For performance below the lower threshold no bonus will be paid with respect to such specific target. |
§ | A bonus of 60% of the specific weight attributed to a specific goal will be granted for reaching the low threshold, and for performance exceeding this threshold, a bonus of between 60% and 100% will be granted, to be calculated on a linear basis (for the difference between the goal and the lower threshold). If the goal is met, a score of 100% will be given with respect to this indicator. |
§ | If goals are met at a rate of 90%-100%, such goals will be considered to have been fully met, subject to the discretion of the Compensation Committee and the Board of Directors regarding the implementation of this mechanism. |
§ | An upper threshold will be determined for each goal for performance that exceedsthe goal. If the upper threshold is reached or exceeded, a bonus of 125% of the specific weight attributed to said goal will be given, and for performance between the goal and the upper threshold, a bonus of between 100% and 125% will be given, to be calculated on a linear basis (linearly for the difference between the goal and the upper threshold). |
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7.5. | Notwithstanding the above, the Compensation Committee and the Board of Directors may, in individual cases, approve a discretionary bonus, subject to a limit of up to three monthly salaries , for personal achievements, specific achievements in the year or advancing of material/strategic matters, and/or may delegate their authority to do so, subject to the Law. |
7.6. | Notwithstanding the above, an immaterial change in the terms of office and employment of an office holder reporting directly to the CEO of the Company will not require the approval of the Compensation Committee if the CEO has approved the change and all the following have been fulfilled: |
7.6.1. | An immaterial change in the employment terms of an office holder as set out in Section 272(C) of the Law, not to exceed 5% per year, compared with the preceeding year, will be approved by the Company’s CEO and any other organ of the Company that is required pursuant to the Law (based on the minimum required forum); |
7.6.2. | The terms of office and employment are in accordance with the Company’s Compensation Policy. |
7.7. | Annual bonus - general provisions |
7.7.1. | Notwithstanding the provisions in this Section 7, the annual bonus will not be granted to any office holder who does not meet the minimum threshold, which will be determined every year with respect to each goal (lower threshold). |
7.7.2. | If payment of bonuses results in providing grounds for immediate repayment of any series of debentures issued or to be issued by the Company. |
7.7.3. | In the event that a term of office ends, the Board of Directors may grant an office holder, at its discretion and with reference to the circumstances of retirement, the annual bonus for the full year in which the term of office ended. |
7.7.4. | Every year, upon approval of the bonuses plan, the Compensation Committee and Board of Directors may establish additional quantitative or other thresholds, taking into account the Company's targets, strategy and position, which, if fulfilled, annual bonuses will not be granted to any of the Company's office holders. |
7.8. | Restrictions applicable to the annual bonus |
In addition, annual bonuses, if granted, will be subject to the following restrictions:
7.8.1. | The total amount of the annual bonus (for all components of the annual/variable bonus, including the special bonus as defined above) will be limited as follows: |
(a) | CEO: not to exceed 10 monthly salaries (excluding the special bonus as set out in Section 7.4.6 above, excluding meeting excellence thresholds exceeding 100%). |
(b) | Other office holders: not to exceed eight monthly salaries (excluding the Special Bonus as set out in Section 7.4.6 above, excluding meeting excellence thresholds exceeding 100%). |
(c) | Development bonuses: not to exceed four monthly salaries per year (in addition to the above bonuses). |
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7.8.2. | The amount of the actual annual bonuses granted to all of the Company's office holders with respect to a specific year will not exceed 3% of the Company's revenues from the sale of electricity based on the fixed-assets model. In the event of deviations therefrom, the annual bonuses will be paid pari passu. |
7.8.3. | An annual bonus will be granted to office holders who were employed by, or provided services to, the Company for at least 12 (twelve) months prior to the approval of the financial statements for that year, unless the office holder resigned or was dismissed due to circumstances that revoke such office holder’s right to severance pay. Notwithstanding the aforesaid, with respect to new office holders employed in the Company for less than 12 months, the Board of Directors may, at the recommendation of the Company's CEO, determine to grant a bonus in proportion to such office holders’ period of employment by the Company. |
7.8.4. | The Compensation Committee may disregard effects of the Company's financial results arising from changes in the accounting policy of the Company or Group . Disregarding such effects may increase or decrease the bonus, depending on the type of accounting change and its effect. Disregarding such effects will be performed when, shortly before the approval of the bonuses, the Company’s independent auditors submit an opinion regarding the accounting changes made in the past financial year with respect to which bonus are determined, and the implications of these changes on the goals relevant to the bonuses. The opinion will be presented to the Compensation Committee and will serve as a basis for its decision regarding whether to disregard the implications of the accounting changes for the purpose of calculating the bonuses of the office holders. |
It is clarified that the Compensation Committee will only exercise its powers under this section in the following cases: (a) a change in the accounting standards and/or the accounting policy and/or the accounting principles applicable to the financial statements of the Company and/or companies whose financial statements are consolidated and/or included in the financial statements of the Company (hereinafter,the "Statements"), which will apply due to external circumstances and which directly affect the calculation of the compensation goals established in the relevant year; and (b) application of an accounting principle and/or accounting policy to the Statements, in accordance with the guidelines of a competent authority, which have a direct effect on the calculation of the compensation goals established in the relevant year.
7.8.5. | When approving the budget, the Board of Directors may determine a closed list of extraordinary events and, if any of these events occurs during the year, the Compensation Committee may eliminate their effect when calculating the targets for the bonus. These are events that, when approving the budget, it is uncertain whether they will occur during the year and it was decided not to take them into account when preparing the budget; however, if they occur, they are likely to have a material effect on the financial results. |
7.8.6. | The Compensation Committee and the Board of Directors may, at their discretion, reduce the amount of the bonus due to an office holder, when there are special circumstances that justify such a reduction. |
7.8.7. | An office holder entitled to a bonus based on any financial information, will undertake to return to the Company any amounts paid on the basis of information that turned out to be erroneous and were restated in two consecutive annual financial statements following approval of the bonus in the Company's financial statements. An office holder will consent in writing to the Company’s deduction of any amount such office holder owes the Company from any amount due to such office holder from the Company, subject to the Law. |
7.8.8. | The annual bonus, if determined, will be paid to office holders once a year, after the Company’s Board of Directors approves the financial statements of the relevant year and based on the Company's actual results for such year; if the annual bonus requires calculation, such calculation will be based on the financial statements of the relevant year. |
7.8.9. | In special cases, the CEO may approve a payment in advance, which will be attributed to the annual bonus to which an office holder will be entitled, provided that such advance payment does not exceed two monthly salaries. It is clarified that if, at the end of that year, the office holder is not entitled to the bonus or is only entitled to a lower bonus than the advance amount, the Company will demand from the office holder to return such advance payment. |
7.8.10. | Further to the provisions above in this Section 7, the bonus program may contain other provisions by which a mechanism will be established to reschedule or condition some of the annual bonus payments, based on achieving long-term measurable goals, over a period of two or three calendar years, as well as rules for calculating the entitlement to such a multi-annual bonus, at the end of the multi-annual measuring period. The rules and conditions for such a multi-annual bonus will be set and presented to the Company’s competent organs for approval, in accordance with applicable law. |
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8. | Retention Bonus |
Because of the unique character of the Company’s activity and the importance of retaining its office holders, the Company’s Board of Directors and Compensation Committee may determine retention bonuses for office holders, in a total amount of: (a) NIS 600,000 for the Company’s CEO, to be accrued gradually over a period of up to three years; (b) NIS 500,000 for each of the VP of Marketing, Sales, and Business Development and the VP of Engineering and Operations, to be accrued gradually over a period of up to 3 years; (c) NIS 300,000 for each of the Company’s CFO and VP of Development, to be accrued gradually, over a period of up to 3 years. Multiple simultaneous “retention” plans will not be granted to the same office holder.
9. | Equity compensation |
9.1. | Subject to obtaining the approval of the Company’s competent organs , the Company may offer the office holders to participate in the Company’s share option allotment plan.9 |
9.2. | The purpose of granting options to Company employees is, among other things, to further the Company’s interests by allowing employees, office holders, directors, consultants, and other selected service providers serving the Company or its affiliates (as the term is defined in the options plan), to acquire equity interests in the Company or increase their equity interests, as applicable, by granting them options, thus providing such offerees another incentive to start or continue working for, or engage with, the Company or its affiliate, as applicable, and foster the offerees’ sense of being a partial owner of the Company and incentivize such offeree’s interest in the success of the Company and the affiliate with which the offeree is employed or with which they are engaged. |
9.3. | The approved plan will be determined based on the relevant considerations and criteria set forth in Sections 2, 3, and 5 above, and it will include the following provisions: |
9.3.1. | The number of options issued pursuant to the plan, the method of granting the allocation to the different offerees, and the number of additional share options to be allocated among the office holders who may join the Company throughout the plan’s effectiveness period. |
9.3.2. | The issued options will be allocated among the office holders in one of the following tax routes at the Company’s discretion, and subject to the relevant limitations and restrictions under applicable statutes: (a) options in the trustee route, under Section 102 of the Income Tax Ordinance [New Version], 1961 (hereinafter, the “Ordinance”); (b) options in the non-trustee route under Section 102 of the Ordinance; or (c) options under Section 3(I) of the Ordinance. |
9.3.3. | When granting share-based compensation, the exercise price will be higher than the share price on the award date, so that it provides a suitable incentive to maximize the Company’s long-term value, and in any case, may not fall below the average price in the 30 trading days before the award. |
9.3.4. | The maximum value in annual terms10 (to be calculated on the award date, divided by the number of vesting years, equally) of the equity option grants to an office holder (including the Company’s CEO) may not exceed 85% of the aggregate salary (gross, including the related expenses and annual bonuses) paid to such office holder. |
9.3.5. | The maximum potential dilution of all equity awards by the Company shall be 10%.11 |
9 | For details on the options plan the Company passed, see the transaction report the Company published on March 15, 2010 (Ref. No. 2010-01-415413). |
10 | According to the Black and Scholes model or another value considered for accounting purposes. |
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9.3.6. | The vesting period will not be shorter than three years (i.e., may not exceed one third for each year). The Company may approve the accelaeration of vesting periods of the entire issued equity based compensation that has not yet vested, in the event of a change of control of the Company and/or a merger and acquisition transactions of the Company. |
9.3.7. | The expiration date of options will not be less than one year after they vest, but will not exceed 10 years from the allocation date (subject to provisions regarding expiration upon an office holder’s end of emplyment or engagement to provide services). |
9.3.8. | The possibility to condition all or some of the options’ vesting, granted to any recipient, on achieving goals, including long-term goals, which will be determined on the allotment date. |
9.3.9. | The Board of Directors may accelerate the vesting period of options, in whole or in part, including in the event that control of the Company changes or Company shares are delisted from any exchange, all according to the option plan. |
9.3.10. | The option plan will include conditions regarding an employee’s departure under different circumstances (switching between companies in the Group, resignation, dismissal, or death and disability). |
9.3.11. | The option plan will set forth terms to adapt the exercise price in the event of distributions, rights offerings, etc. |
9.3.12. | The consideration for exercising the options may be performed in a cashless mechanism, whereby the offeree is entitled only to receive such number of shares from the Company reflecting the economic value that the offeree would have received from exercising the stock options according to the shares’ market price, less their exercise price. The Board of Directors may adopt the mechanism at any time. |
10. | Related Social Benefits and Rewards |
If an office holder’s terms of office or employment include provisions in connection with the matters set forth below, such terms will be determined according to the relevant considerations and criteria in Sections 2, 3, and 5 above, and according to the terms set forth below:
10.1. | The Main Related Benefits Granted to All Office Holders (Not Including Directors)12 |
10.1.1. | The office holders employed at the Company are entitled to the Company’s standard provisions to an executive insurance policy, disability insurance, and a study fund. |
10.1.2. | Company office holders are entitled to sick days, vacation days, and convalescence days, according to the Company’s standard policy for senior employees and according to their seniority in the Company, and in any case, not less than that set forth in any applicable statute and not more than 28 vacation days for every work year. |
11 | The number of shares for the purpose of dilution will be calculated based on the value of the options granted according to the obtain valuation – divided by the expected share price upon exercise according to the Black and Scholes model or the binomial model. The stock options will be converted using the “net exercise” mechanism (cashless exercise), which means that the number of shares resulting from exercising the stock options will be less than the number of stock options converted. The number of shares on a fully diluted basis is calculated based on the Black and Scholes model or the binomial model. The dilution is calculated without debentures or options allotted in public offerings or offerings to institutional investors. |
12 | That said in this policy does not detract from granting a material benefit to the officers. |
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10.1.3. | The Company may provide each office holder with a vehicle to perform their duties. If such a vehicle is made available to an office holder, the Company will bear the fixed expenses of maintaining the vehicle, according to the Company’s procedures. The office holder will bear the tax imposed due to the benefit to the office holder resulting from the use of the vehicle, and must also pay all fines or tickets imposed due to using the vehicle, if any, but the Company may gross up such tax and/or expenses. |
10.1.4. | If the office holder’s office and employment terms include a mobile phone, the office holder will be entitled to reimbursement of mobile phone related expenses, as the Company may decide and in its exclusive discretion. The office holder will pay any tax that may apply to such office holder due to the use of the mobile phone, but the Company may gross up such tax and/or expenses. |
10.1.5. | If the office holder’s office and employment terms include reimbursement of expenses, the office holder will be entitled to be reimbursed for the reasonable expenses incurred while performing such office holder’s job, against receipts, in accordance with the Company’s policy. |
10.1.6. | If the office and employment terms include living expenses abroad for overseas travel, the Company will pay the overseas living expenses for the office holder throughout their overseas stay for work purposes, according to Company procedures. |
10.1.7. | Company office holders may be entitled, in accordance with and subject to such office holder’s personal employment terms, to full severance pay upon the end of the employee-employer relationship, for any reason whatsoever, including resignation, and excluding dismissal “under serious circumstances”, as defined below. Alternatively, office holders may be entitled to severance pay under Section 14 of the Severance Pay Law, 196313. |
10.1.8. | Subject to the Compensation Committee’s approval, the Company may grant to office holders additional benefits, not to exceed 10% of the monthly cost of such office holder’s relevant fixed component (annualized). |
10.2. | Insurance and Indemnity |
The Company has obtained insurance to cover its present and/or future directors’ and office holders’ liability, from time to time, including the directors who are the controlling shareholder or the controlling shareholder’s relatives.
Without derogating from the provisions of any applicable law, the Compensation Committee may approve, from time to time and as long as this Compensation Policy is effective, the Company’s entrance into an insurance policy to cover the office holders’ and directors’ liability, for present or future office holders and directors in the Company and in the Company’s subsidiaries/subsidiary partnerships from time to time, as long as the total annual coverage under the policy for a particular year does not exceed USD 45,000,000 per claim and for the insurance period, provided that such insurance is made on market terms and may not substantially affect the Company’s profitability, property, or liabilities, and for premiums and with deductibles that are on market terms at such times which may not have a material effect on the Company’s profitability, property, or liabilities, and according to offers received from parties independent of the Company.
Indemnity undertakings according to the provisions of the Company’s articles of association, in the same form and terms for all Company office holders, including the directors who are the controlling shareholder or the controlling shareholder’s relatives.
According to the provisions of the Company’s articles of association, the maximum aggregate amount in which the Company may indemnify all office holders may not exceed 25% of the Company’s equity, according to the Company’s most recent financial statements on the date of actual indemnification payment.
13 | As of the authorization of this policy, the Company’s serving officers are entitled to full severance upon the termination of the employee-employer relationship for any reason whatsoever, including following their resignation, and not including upon dismissal under “serious circumstances”. |
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11. | Terms for end of tenure |
11.1. | An office holder will be entitled to advance notice of termination of employment, as set forth in the employment agreement or the service agreement between the Company and such office holder, in accordance with the below (and no less than the minimum required under any applicable law): |
Job title | Maximum period |
CEO, VP of Marketing, Sales, and Business Development; VP of Engineering and operation14 | Up to 6 months |
Other office holders (not including directors) | Up to 4 months |
11.2. | The prior notice period will be determined according to the relevant considerations and criteria in Sections 2, 3, and 5 above, and will be approved by the Company’s competent organs, according to the provisions of any applicable law. |
11.3. | The Company’s office holders may be entitled to all benefits under their respective employment agreements or to the redemption of such benefits, as though they had continued being Company employees, even if the prior notice period (or part of it) is redeemed. |
11.4. | During the prior notice period, the office holder must continue to perform such office holder’s job at the Company (according to the Company’s decision). |
11.5. | The office holders’ terms of office and employment will include a provision under which the Company may dismiss the office holder without prior notice in cases that revoke such officer holder’s entitlement to severance pay, which include embezzlement, theft, a criminal offense involving moral turpitude, a violation of the duty of confidence and/or noncompete clause, a severe disciplinary violation, a breach of trust, and a fundamental breach of the agreement (“Dismissal Under Serious Circumstances”). |
11.6. | Retirement bonus |
11.6.1. | In addition to the prior notice period, the Company may approve a retirement/adjustment bonus to the CEO, VP of Marketing, Sales, and business development, and the VP of Engineering and Operations, in an amount not to exceed six monthly salaries , in the event of dismissal by the Company (excluding Dismissal Under Serious Circumstances), or their resignation, as the case may be. Only an office holder’s monthly salary will be taken into consideration for the purpose of a retirement mbonus (i.e. benefits, other grants and bonuses, etc. are excluded), multiplied by the number of months granted to that office holder. |
11.6.2. | Other office holders might be entitled to retirement bonuses in an amount not to exceed two monthly salaries (additional to the prior notice, as set forth above). |
11.6.3. | The retirement bonuses will be brought before the Company’s competent organs for approval, in accordance with applicable law, before entry into the employment agreement or the service agreement, and they will be determined according to the relevant considerations and criteria set forth in Sections 2, 3, 5 above, and subject to the office holders’ satisfaction of all the following conditions: |
14 | At present, this applies to the Company’s founders, Gilad Yavetz, Zafrir Yoeli and Amit Paz, and shall apply in the event of a change of their position in the Company as well. Beyond that, the above also applies to all other Company officers holding these positions. |
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11.6.3.1. | They have been a Company employee or have been providing services to the Company for at least 3 years; |
11.6.3.2. | During such office holder’s employment period, the office holder made a material contribution to advance the Company's business and to maximize its profits. |
11.6.3.3. | The circumstances of the office holder’s retirement do not justify revoking such office holder’s severance. |
11.6.3.4. | The Company’s CEO (or the Chairman of the Board of Directors, if the CEO is retiring) recommended paying the retirement bonus based on the Company’s performance in the relevant period. |
12. | Commercial Protections |
The employment agreements and the services agreements entered into with office holders will include provisions intended to protect the Company’s intellectual property rights, and confidentiality and noncompete clauses, which will be adapted to the relevant office holder according to the position’s sensitivity and the importance for the Company.
13. | Other General Provisions |
13.1. | The office holders to whom the Compensation Policy applies may be Company employees or independent contractors providing services to it. If the office holder provides services to the Company as an independent contractor, the provisions of the Compensation Policy will apply, mutatis mutandis, and the compensation to the office holder will be paid against invoices, and the compensation components will be normalized, so that overall, they will financially match the provisions of this policy, provided that the foregoing does not adversely affect the Company’s best interest, condition, and plans. |
13.2. | The provisions of this Compensation Policy shall not derogate from any present and/or future provision of any applicable law, including, without derogating from the generality of the foregoing, the provisions of the Companies Law, and/or the regulations and/or orders promulgated thereunder, and any relief, exemption and/or additional discretion granted to any of the Company organs , as set forth in any such statutory provision, including provisions adopted into law after the approval of this policy, they will apply to the Company and be considered part of this Compensation Policy, after the Compensation Committee or the Company Board of Directors decide to add them, in whole or in part, to this policy – without requiring shareholders approval therefor. |
13.3. | The Compensation Committee and Board of Directors may approve a deviation of up to 5% per calendar year, from any maximum amount, limitation, or other provisions stated in this policy, and such a deviation will be considered compliant with the Compensation Policy. The foregoing does not apply to sections of the Compensation Policy with respect to which a specific deviation threshold has been determined. |
13.4. | However, immaterial changes to the office and employment terms of office holders who report directly to the CEO and who are not controlling shareholders shall require only the Compensation Committee’s prior approval, provided that the Compensation Committee determines that the change to the employment terms is immaterial. For that purpose, it has been determined that the total immaterial changes in the office and employment terms of such office holder, which will be approved by the Compensation Committee for any reporting year, may not exceed 5% (in real terms), relative to all office and employment terms of the office holder’s which were approved by the Company’s competent organs, for that reporting year. |
14. | Validity |
The Compensation Policy will be valid for three years from the date of its approval by the general meeting, as set forth above, in accordance with Section 267A(D) of the Law.
The foregoing notwithstanding, the Company Board of Directors will occasionally, and not less than every year, review the Compensation Policy and its compliance with applicable law, provided there has been a material change to the circumstances existing at the date of the policy’s adoption, or for other reasons. Subject to Section 14.2 above, changes to the Compensation Policy, if any, will be approved in accordance with applicable law.
In addition, the Compensation Committee will review from time to time the implementation of the Compensation Policy, and if the Compensation Committee deems it appropriate, the Compensation Committee will recommend to the Board of Directors to update the Compensation Policy.
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