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Koor Industries Rights offering

1/9/2008

Koor Industries Ltd.

Immediate Report (121)

 

Essence of the event: Results of an issuance under a shelf offering report of the Company dated 28 July, 2008 (amended on 12 August and 24 August, 2008), pursuant to the Company's shelf prospectus of 29 May, 2008.

In accordance with Section 30 of the Securities Law, 5728-1968 and the Securities (Notice of results of the offering in a prospectus) Regulations, 5730-1969, the Company hereby gives notice of the results of a rights issue under a shelf offering report published by the Company on 28 July, 2008 (which was amended on 12 August, 2008 and 24 August, 2008), pursuant to the Company's shelf prospectus of 29 May, 2008 ("the Offering Report").

1.       Under the Offering Report, the shareholders of the Company were offered between 4,753,084 and 4,953,030[1] registered ordinary shares of NIS 0.001 par value each of the Company ("the Offered Shares").

2.       The Offered Shares were offered by way of rights to the ordinary shareholders of the Company who are registered in its Members Register (except for the American Shareholders, as defined in Section 2.3.2.13 of the Offering Report), so that a shareholder of the Company (except for the American Shareholders, as aforesaid) who held 4 ordinary shares of NIS 0.001 par value each of the Company at the close of trading on 3 August, 2008, was entitled to purchase one rights unit comprised and priced as follows:

                            1 ordinary share of NIS 0.001 par value at NIS 143

                            Total price per rights unit                         NIS 143

3.       Of these rights units offered as part of the Offering Report, 4,743,939 rights units were used to purchase 4,743,939 ordinary shares of NIS 0.001 par value each of the Company, which represent approximately 99.81% of all the rights units offered and approximately 24.95% of the issued capital of the Company.

4.       In accordance with the Securities (Manner of offering securities to the public) Regulations, 5768-2008, the rights issue to the ordinary shareholders of the Company under the Offering Report was not made in the U.S., and those rights were not offered to the American Shareholders, as defined in Section 2.3.2.13 of the Offering Report. In accordance with Section 2.3.2.19[c] of the Offering Report. The Dealer Manager sold the rights in respect of the American Shareholders on the stock exchange on the Trading Day (209,741 rights), and the proceeds received in respect of their sale amounted to NIS 4,477,006. According to the formula for calculating the uniform and fair compensation laid down in the opinion of the external assessor (see Sections 2.3.2.17 to 2.3.2.19 (inclusive) of the Offering Report), the Company was required to pay the American Shareholders a total amount of NIS 4,599,138 (the Company made up the difference between the sum it was required to pay the American Shareholders according to the formula in the external assessor's opinion as aforesaid and the proceeds from the sale of the rights as aforesaid, which was NIS 122,132).

5.       Discount Investments Ltd. ("DIL"), the direct controlling shareholder in the Company, and IDB Development Ltd. ("IDB Development"), the controlling shareholder in DIL (and indirectly also in the Company) and a shareholder in the Company, exercised all the rights offered to them in the issuance pursuant to the Offering Report, in accordance with their prior notice (see Section 2.3.2.12 of the Offering Report). IDB Development exercised 633,624 rights units to purchase 633,624 ordinary shares of NIS 0.001 par value each of the Company, and DIL exercised 2,352,775 rights units to purchase 2,352,775 ordinary shares of NIS 0.001 par value each of the Company. In addition, DIL exercised another 227,500 rights which it purchased on the Trading Day to purchase 227,500 ordinary shares of NIS 0.001 par value of the Company (see the Company's immediate report of 28 August, 208). Therefore, at the date of this report, DIL holds 11,991,381 ordinary shares of the Company, representing approximately 50.48% of the ordinary issued share capital of the Company, and IDB Development holds 3,168,119 ordinary shares of the Company, representing approximately 13.34% of the ordinary issued share capital of the Company.

In consideration of the rights units exercised as aforesaid in Section 3 above, the Company received approximately NIS 678.4 million (gross).

The Company thanks the shareholders for their participation in the rights issue.

 

 



[1] Assuming full exercise of the option warrants (Series 1) for 799,422 ordinary shares of the Company and full exercise of the unregistered options granted in accordance with the employee stock options plan (as described in Section 3.5.1 of the Company's shelf prospectus of 29 May, 2008) for 4,000 ordinary shares of the Company (the maximum number that can underlie the options) before the Determining Date (3 August, 2008).



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