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The Israel Electric Corporation Ltd. :Registered Office: P.O.B. 10, Haifa, Israel, Fax 972-4-8184710/1: פקס
Website: http://www.israel-electric.co.il
The Israel Electric Corporation Ltd.
Immediate Report
Notice to the holders of debentures (series 22) of the Israel Electric Corp. Ltd.
The IsraeL Electric Corporation Ltd. (the Company) is honored to hereby provide notice of
assembling a meeting of the holders of debentures (series 22), that were initially issued
according to prospectus dates May 21, 2002 (hereinafter: “Prospectus” and “Debentures”,
respectively), that shall take place on Monday, September 19, 2011, at 09:00, at the
Company’s board of directors meeting hall, at 14 Hashmal St., Tel Aviv, while on the
agenda special resolutions regarding:
A. Appointing Mishmeret Trust Services Co. Ltd. as trustee for the Debentures in place
of the Trust Company of Bank Leumi Leisrael Ltd. (“Trust Company of Bank
Leumi”) and amending the trust deed dated May 20, 2002 (as amended from time
to time) (“Trust Deed”) with respect to replacing the trustee of the Debentures.
B. Amending the Trust Deed with respect to the amount and method of paying the fee
of the New Trustee; and
All – as set forth hereunder (“Meeting”)
1. Background
Resignation of the Trust Company of Bank Leumi from its duty as trustee of the Debentures and appointing a new trustee
In accordance with the Prospectus and the Trust Deed, the trustee for the
Debentures holders is the Trust Company of Bank Leumi.
The Israel Electric Corporation Ltd. :Registered Office: P.O.B. 10, Haifa, Israel, Fax 972-4-8184710/1: פקס
Website: http://www.israel-electric.co.il
On August 2, 2011, the Trust Company of Bank Leumi notified the Company that it
resigns from its duty as trustee of the Debentures. The reason of resignation, as
provided by the trustee, is possible fear that the trustee shall find itself in a situation
of conflict of interest, in accordance with Section 35E of the Israeli Securities Law
and the guidelines of the Securities Authority on such matter, and this in light of the
amount of credit that Bank Leumi Leisrael Ltd. (the parent company of the
resigning trustee) allocated the Company and the companies under its control.
In accordance with the provisions of the Trust Deed and Section 35N(e) of the
Israeli Securities Law, and in accordance with the notice delivered to the Company
by it, the Trust Company of Bank Leumi shall continue serving as trustee of the
Debentures until the appointment of a new trustee for the Debentures in its place.
The appointment of a new trustee as set forth above is subject to the approval of the
General Meeting of Debenture holders (Series 22), the invitation to which is hereby
provided according to this immediate report, as well as the approval of the court.
In light of the aforementioned, it is proposed to appoint Mishmeret Trust Service
Co. Ltd. (hereinabove and after: “New Trustee”) as new trustee in place of the
Trust Company of Bank Leumi. The New Trustee has granted its consent to serve
as trustee for the Debentures holders. In accordance it is proposed to approve an
amendment to the Trust Deed, for replacing the trustee of the Debentures, whereby
the New Trustee shall undertake to subrogate the Trust Company of Bank Leumi,
for all intents and purposes, with respect to the duty of trustee according to the Trust
Deed, and to approve an amendment regarding the amount any payment method of
the fee of the New Trustee.
2. The proposals on the agenda
It is proposed to approve the following resolutions:
2.1. Appointing Mishmeret Trust Services Co. Ltd. as trustee of the Debentures, in place of the Trust Company of Bank Leumi, subject to the approval of the court.
The Israel Electric Corporation Ltd. :Registered Office: P.O.B. 10, Haifa, Israel, Fax 972-4-8184710/1: פקס
Website: http://www.israel-electric.co.il
Accordingly it is proposed to approve an amendment to the Trust Deed regarding
replacement of the trustee of the Debentures, whereby the New Trustee undertakes
to subrogate the Trust Company of Bank Leumi, for all intents and purposes with
respect to the Trust Deed.
2.2. Amending the Trust Deed with respect to the amount and payment method of the fee of the New Trustee.
3. Eligibility to participate in the meeting, manner of participation in meeting
Eligible to participate in the meeting shall be any holder of a Debenture that presents to
the trustee, prior to the time of opening the meeting:
A. A confirmation from a stock exchange member regarding the balance of Debentures
in its possession, as of the effective date (as defined hereunder), and, for
corporations and not individuals, an appointment instrument from the holder (and
not from the registration company) as set forth in this Section hereunder;
Or
B. A copy of a power of attorney from the registration company of Bank Leumi
Leisrael Ltd., regarding a certain number of Debentures, registered to its name in
the Company’s register of Debenture holders (whereby the attorney of the
registration company is not prohibited from using discretion during the vote) with
ownership confirmation attached thereto;
Holders of Debentures are entitled to participate in the meeting in person or via proxy
appointed by them. The proxy instrument shall be in writing and signed by the
appointing party or by its representative that is authorized to do so duly in writing. A
proxy instrument shall be made in any acceptable form. A proxy is not required to be
himself a holder of Debentures.
The proxy and other document by virtue of which it was made, or authorized copies
thereof, shall be deposited with the general counsel and secretary of the Company, at
The Israel Electric Corporation Ltd. :Registered Office: P.O.B. 10, Haifa, Israel, Fax 972-4-8184710/1: פקס
Website: http://www.israel-electric.co.il
the registered office of the Company on 1 Netiv Haor St., POB 10, Haifa 31000, no
later than 48 hours prior to the time of the meeting.
Any corporation that is a registered holder of Debentures, is entitled by written
authorization stamped with the corporate seal and signed by its secretary or another
person who is authorized to do so on behalf of the corporation, empower another person
it deems fit to act as its representative in the meeting, and the person so authorized shall
act on behalf of the corporation he represents as if the holder of the holder of the
Debenture was present in person at the meeting.
4. Effective date
The effective date for eligibility of Debenture holders to participate and vote at the
meeting is the time of the meeting.
5. Place of assembly
14 Hashmal St., Tel Aviv, the Company’s board of directors meeting hall.
6. Legal quorum for holding the meeting and adjourned meeting
Legal quorum at the meeting for purpose of voting on the two resolutions on the
agenda, shall be Debenture holders, present in person or by proxy, together holding or
representing at least 50% of the balance of the par value of the Debentures in
circulation.
In the event that within half an hour of the time set for starting the meeting no legal
quorum is present, the meeting shall be adjourned to the same day in the following
week, and in the event such day is not a business day, to the next business day
thereafter, at the same place and same time, or to other day, place and time, as
determined by the Company and notified to the holders of Debentures, in the manner
set froth in the Trust Deed.
The Israel Electric Corporation Ltd. :Registered Office: P.O.B. 10, Haifa, Israel, Fax 972-4-8184710/1: פקס
Website: http://www.israel-electric.co.il
At an adjourned meeting, the legal quorum shall be Debenture holders, present in
person or by proxy, together holding or representing at least 10% of the balance of the
par value of Debentures in circulation.
7. Required majority
The required majority for approving the two resolutions on the agenda are a majority of
no less than seventy five percent (75%) of the number of votes present at the vote.
Every holder or its representative shall be entitled to one vote for every NIS 1 par value
of the general principal not yet settled, of Debentures in circulation by virtue of which it
is entitled to vote.
8. Document review
Documents and formulation of proposed resolutions can be reviewed at the offices of
the Company at 1 Netiv Haor St. Haifa, during acceptable working hours and upon
advance coordination via tel 04-8184733.
David Yahav, Adv.
Company General Counsel and Secretary