1
Delek Drilling – Limited Partnership
(the "Partnership")
May 16, 2017
Israel Securities Authority
22 Kanfei Nesharim St.
Jerusalem
Tel Aviv Stock Exchange Ltd.
2 Ahuzat Bayit St.
Tel Aviv
Dear Sir/Madam,
Re: Merger of the partnerships – fulfillment of conditions precedent and closing
date
Following an immediate report dated December 12, 2016 (reference no.: 2016-01138721) regarding the convening of a meeting for approval of a merger of the
Partnership with Avner Oil Exploration – Limited Partnership (the "Merger
Transaction" and "Avner Partnership", respectively), immediate report dated
December 23, 2016 regarding the results of a meeting for approval of the Merger
Transaction (reference no.: 2016-01-090897) and the shelf offering report of the
Partnership dated December 12, 2016 (reference no.: 2016-01-087693) and following
a presentation released by the Partnership on May 14, 2017 (reference no.: 2017-01039718), the Partnership hereby respectfully announces the following:
1.
All of the conditions precedent for the closing of the Merger Transaction have
been fulfilled, including the receipt of the approval of the Tax Authority (for
further details see Annex A below) and receipt of the approval of the
Petroleum Commissioner at the Ministry for National Infrastructures, Energy
and Water according to the provisions of Sections 76 of the Petroleum Law,
5712-1952, and except for receipt of the approval of the Tel Aviv Stock
Exchange Ltd. ("TASE") for listing for trade of the participation units which
will be issued within the Merger Transaction by Delek Drilling Trusts Ltd. and
receipt of the merger certificate from the Registrar of Partnerships.
2.
The conversion ratio which was determined in the Merger Transaction was not
changed and will be 1:5:32, such that in exchange for 3,334,830,842
participation units of Avner Trusts Ltd. (the limited partner in Avner
Partnership), 626,847,903 participation units will be issued (the "Issued
Units") by Delek Drilling Trusts Ltd. (the limited partner in the Partnership).
3.
Furthermore, on the Record Date (as defined below) Series A Bond series of
Avner Partnership, which includes ILS 760,686,000 nominal value of bonds,
of ILS 1 each, will be consolidated with Series A Bond series of the
Partnership, which includes ILS 767,847,000 nominal value of bonds, of ILS 1
each, such that both series will constitute one expanded series of Series A
Bonds of the Partnership, which will include ILS 1,528,533,000 nominal value
of bonds, of ILS 1 each, identical in all of their conditions, after the fulfillment
of the conditions stated in Section 7.1.5 of the Indenture, i.e.:
2
(a)
The consolidation of the series will not prejudice the rights of
holders under the Indenture (for this purpose it was clarified in
Indenture that any result deriving merely from the increase in
volume of the bond series following the series' consolidation will
be deemed as prejudice to the rights of the holders);
the
the
the
not
(b)
All of the approvals required pursuant to any law shall be obtained,
including the approval of TASE. Note that as of the release date of this
report, TASE's approval has not been obtained yet.
Note that Midroog Ltd., which rates Series A Bonds of the Partnership
confirmed on May 15, 2017 that the Merger Transaction will not adversely
affect the rating of the said bonds which is A1.il.
4.
The closing date (as defined in the agreement executed with respect to the
Merger Transaction) which was coordinated with TASE, with the Registrar of
Pledges and the Registrar of Partnerships, on which the Registrar of
Partnerships is expected to issue a merger certificate, is May 17, 2017 (the
"Closing Date"). On such date, the trade with the participation units which
were issued by the limited partner in Avner and the bonds issued by Avner
Partnership will be stopped. The record date on which the holders of the
participation units of the limited partner in Avner will be entitled to the issued
units, is expected to occur on May 18, 2017 (the "Record Date") and the date
of commencement of trade with the Issued Units, is expected to occur on May
21, 2017 (the "Trade Commencement Date"). It is further noted that to the
best of the Partnership's knowledge, Avner Partnership is simultaneously
releasing an immediate report on the said matter.
Forward-looking information notice: The aforesaid regarding the date of
receipt of the merger certificate and/or the Record Date and/or the Trade
Commencement Date is forward-looking information, as defined in the
Securities Law, 5728-1968, and there is no certainty regarding their
occurrence on the expected dates as aforesaid, including and inter alia,
considering that they are not necessarily under the control of the Partnership
and it is subject, inter alia, to actions which will be carried out by third parties,
including the Registrar of Partnerships, the Registrar of Pledges, TASE etc.
Insofar as any change shall occur with the said dates, the Partnership will
notify through an immediate report regarding the new dates.
Sincerely,
Delek Drilling Management (1993) Ltd., the General Partner
in Delek Drilling – Limited Partnership
By Yossi Abu, CEO
and Yossi Gvura, Deputy CEO – Finance