The company is honored to announce that on the 29th of March, 2016, the company and Shikun ybinuy Ltd. (hereafter – 'the sellers'), every one of which holds 50% of the corporation, acting as franchisee in the Pumped Accumulation at the Gilboa project ('the franchisee' and 'the project' respectively)1, entered into a contract for the sale of 49% of their holdings in the franchisee (24.5% by each) to InfraRed, a foreign investment fund that is not related to the company ('the contract' and 'the buyer' respectively).
1For further details about the project see article 5.72 of the corporation's business description report that is in the periodic report of the company for the year 2015, as reported on 29/3/2016 (reference No. 2016-01-016749).
Additionally, upon the date of concluding the deal ('the conclusion date'), the buyer will provide to the franchisee a shareholder's loan, equal to 49% of the balance of the shareholder's loans, and the franchisee will repay by that sum shareholder's loans to the sellers. In addition, at the conclusion date, the buyer shall take upon itself to provide 49% of the shareholders bank guarantees and obligations to provide equity capital, which the sellers previously undertook according to the project's financing agreements and all relevant laws.
The completion of the deal is subject to the fulfilment of several preliminary suspending-conditions, among them – attaining confirmation from the financing parties, confirmation from the Electricity Authority and confirmation from the Israel Land Authority.
After completing the deal and the buyer actually adjoining as shareholder in the franchisee, arrangements between the sellers and the buyer concerning the management of the project will come into force, which, among other things, will bestow upon the buyer Veto rights on certain decisions that had been set. In addition, arrangements had been made among the shareholders of the entrepreneur concerning the limitation of stock-transferability in the entrepreneur after the conclusion date. It was further decided that the sellers shall continue, by themselves or through corporations under their control, to hold the entire stocks of the constructing contractor and the rights of the entrepreneur concerning the operation and maintenance of the project.
At the conclusion date, which is expected within the third quarter of 2016, and subject to the fulfilment of all the suspending conditions, the company is expected to register in its financial statements a net profit of 22 million Shekels. In addition, a flow of 86 million Shekels will emanate for the company, with adjustments to the passage of time until the conclusion of the deal. It is thereby explicitly clarified that this forecast is based upon data from the reports of the franchisee, who acts as franchisee in the project for the year of 2015, which will be updated according to the reports available at the conclusion date(2)