The following translation is intended solely for the convenience of the reader. This translation has no legal
status and although every effort has been made to ensure its accuracy, the ISA does not assume any
responsibility whatsoever as to its accuracy and is not bound by its contents. Only the original Hebrew text is
binding and reader is advised to consult the authoritative Hebrew text in all matters which may affect them.
Securities Regulations
(Details with regard to Sections 15A to 15C of the Law) -2000
By virtue of my authority under sections 15A, 15B(2) and (4), 15C, 15F and 56(a) of the
Securities Law, 1968 (hereafter — the Law), upon the proposal of the Authority and
with the approval of the Finance Committee of the Knesset, I enact the following
regulations:
1.
Definitions
In these regulations ‘Index’ — the consumer price index published by the Central Bureau of Statistics;
‘Investor’ - including (1)
A holder of securities of a corporation that was established mainly for the
purpose of purchasing securities in a certain offer;
(2)
An investor who bought securities through a portfolio manager; for this
purpose, ‘portfolio manager’ – within the meaning thereof in the
Regulation of the Occupation of Investment Advice and Investment
Portfolio Management, 5755-1995.
Number of investors
2.
The maximum number of investors for the purpose of section 15A(a)(1) of the
Law is thirty-five.
Conditions in an offer to employees of a non-reporting corporation
3.
(a)
(b)
The amount for the purpose of section 15B(2)(a) of the Law is
19,602,908 NIS2 on the date of the offer; on the first of July each year (in
these regulations - the revision date) starting in the year 2001, the
aforesaid amount shall change according to the rate of change of the index
from the index published for the month of May 2000 to the index
published most recently before the revision date; the chairman of the
Authority shall publish, no later that the revision date, in a notice in
Reshumot the amount as changed in accordance with what is stated in this
regulation.
The maximum amount of the issued and paid-up capital of the corporation
for the purpose of section 15B(2)(a) of the Law is ten percent on the date
of the offer, taking into account the shares that have been issued therein
and the shares deriving from the realization of realizable securities that
were actually given to employees in the offer and during the year
preceding the date of the offer, and without taking into account shares that
will derive from the realization or conversion of convertible securities that
were issued to others up to the date of the offer.
Conditions in an offer with limited consideration and capital amount
4.
(a)
(b)
(c)
(d)
The maximum consideration in one offer for the purpose of section 15B(4)
of the Law is 2,613,192 NIS2 on the date of the offer, and the maximum
amount in one offer is five percent of the issued and paid-up share capital
of the corporation; on the revision date starting in the year 2001 the
aforesaid amount shall change according to the rate of change of the index
from the index published for the month of May 2000 to the index
published most recently before the revision date; the chairman of the
Authority shall publish, no later that the revision date, in a notice in
Reshumot the amount as changed in accordance with what is stated in this
regulation.
The cumulative amount for the purpose of section 15B(4)(a) of the Law is
ten percent of the issued and paid-up capital of the corporation on the date
of the offer.
The number of investors for the purpose of section 15B(4)(b) is seventyfive.
A calculation of the amount of issued and paid-up capital in this regulation
shall be made when taking into account the shares that were issued in the
offer and the shares that will derive from a realization or a conversion of
convertible securities that were issued in the offer, and without taking into
account the shares that will derive from realization or conversion of
convertible securities that were issued up to the date of the offer and
which have not yet been realized or converted.
Restrictions on resale of securities
5.
(a)
(b)
2
The period from the date of issue for the purpose of section 15C(a)(1) of
the Law, with regard to securities that were issued to an offeror by an
issuer under section 15A(a)(1), (4) or (7) or in an offer outside Israel that
was made other than by a prospectus is six months; the period with regard
to securities that were issued as aforesaid by an issuer to a corporation
under its control is a year.
The additional periods for the purpose of section 15C(a)(1) of the Law,
with regard to securities that were issued to an offeror by an issuer under
section 15A(a)(1), (4) or (7) or in an offer outside Israel that was made
other than by a prospectus are six consecutive quarters; the periods with
The last adjustment of the sum is stipulated in Collection of Regulations 7679, 2016, p. 1466; effective date
1.7.2016
(c)
(d)
(e)
(f)
regard to securities that were issued as aforesaid by an issuer to a
corporation under its control are eight consecutive quarters.
The amount of securities that can be offered on each trading day on the
stock exchange for the purpose of section 15C(a)(1)(a) of the Law is the
daily average of the trading turnover on the stock exchange of the
securities of the type offered in the period of eight weeks that preceded the
date of the offer.
The amount for the purpose of section 15C(a)(1)(b) of the Law, on the
date of the offer, is one percent of the issued and paid-up capital of the
corporation whose securities are being offered, during each quarter; in this
regulation, ‘issued and paid-up capital’ - excluding shares that will derive
from a realization or conversion of convertible securities that were issued
up to the date of the offer and that have not yet been realized or converted.
The period for the purpose of section 15C(a)(2) of the Law is two years
from the date of the issue.
In this regulation, ‘quarter’ - a period of three months; the first quarter
shall begin at the end of the period stated in sub regulation (a), as
applicable.
Commencement
6. The commencement of these regulations is on the 24 of May 2000.
19 of Iyyar 5760
18 Iyyar 5760 (23 May 2000)
Avraham (Beige) Shohat
Finance Minister