TMCnet News
Partner Communications Announces a Deferred Private Debentures Placement in Israel with a Closing Date of December 2019
Partner Communications Company Ltd. ("Partner" or "the Company")
(NASDAQ and TASE: PTNR),
a leading Israeli communications operator, announces today, further
to the Company's report dated December 27, 2017 (reference no.
2017-02-120810), regarding the Company's undertaking of a deferred
issuance of NIS 126.75 million, par value of Series F debentures to
institutional investors (" the Institutional Investors"),
that it has entered into an agreement with an additional institutional
investor for a deferred private placement of NIS 100 million, par value
of additional Series F debentures on December 1, 2019 (the "Additional
Debentures" and the "Agreed Date", respectively). Under the
conditions set forth in the said immediate report and subject to the
following amendment: It was determined that insofar that an event of
breach of the terms of the debentures (Series F) occurs for which a cure
period for the Company was determined in the deed of trust (the "Cure
Period"), and the Agreed Date falls within the Cure Period, the
Agreed Date will be postponed to three business days after receipt of
the notice regarding the Cure Period, provided that the correction of
the breach is carried out by the end of the Cure Period. Under the assumption that no rating reduction event occurs, the Additional Debentures will be issued at a premium. In accordance with the "Green Track" arrangement approval that the Company received from the Israel Tax Authority, and under the assumption that no further Series F debentures will be issued until the Agreed Date (apart from the placement that is due to occur on December 4, 2018 and the issuance to institutional investors that is due to take place on December 1, 2019), the uniform weighted discount rate for all the Series F debentures will be 0.085223%1. In addition, the Company reports that S&P Global Ratings Maalot Ltd. ("Maalot") has rated the deferred private placement of the said Series F debentures with an 'ilA+' rating in a total amount up to NIS 230 million. The offering described in this press release was made only in Israel and only to residents of Israel in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act of 1933 (the "Securities Act"). The said debentures have not been, and will not be, registered under the U.S. Securities Act of 1933 and will not be offered or sold in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE. For additional details regarding the Company's existing debentures, see the Company's press release and immediate report (on Form 6-K) dated July 20, 2017 at: https://www.sec.gov/Archives/edgar/data/1096691/000117891317002098/zk1720277.htm or http://maya.tase.co.il/reports/details/1111245 and on September 13, 2017, at: https://www.sec.gov/Archives/edgar/data/1096691/000117891317002657/zk1720541.htm or http://maya.tase.co.il/reports/details/1121707 and on September 18, 2017, at: https://www.sec.gov/Archives/edgar/data/1096691/000117891317002681/zk1720554.htm or on September 17, 2017 at: http://maya.tase.co.il/reports/details/1122396 and on November 21, 2017, at: https://www.sec.gov/Archives/edgar/data/1096691/000117891317003213/zk1720820.htm or http://maya.tase.co.il/reports/details/1131801 and on December 12, 2017, at: https://www.sec.gov/Archives/edgar/data/1096691/000117891317003368/zk1720891.htm or http://maya.tase.co.il/reports/details/1136013 and on December 13, 2017, at: https://www.sec.gov/Archives/edgar/data/1096691/000117891317003379/zk1720897.htm or http://maya.tase.co.il/reports/details/1136276/2/0 and on December 27, 2017 at: https://www.sec.gov/Archives/edgar/data/1096691/000117891317003476/zk1720938.htm or http://maya.tase.co.il/reports/details/1138926/2/0 and also the Company's Annual Report on Form 20-F for the year ended December 31, 2016 - "Item 5B. Liquidity and Capital Resources" and for the Maalot rating see http://maya.tase.co.il/reports/details/1141925 or the informal translation of the report in English that will be attached to the immediate report on Form 6-K to be furnished to the U.S. Securities and Exchange Commission.
Forward-Looking Statements
About Partner Communications 1 The uniform weighted discount rate was calculated according to a formula that weighs the discount rate for the Series F debentures registered for trade, the discount rate for the debentures that will be issued on December 4, 2018, the discount rate for the debentures that will be issued to institutional investors on December 1, 2019 (of which the Company reported on December 27, 2017) and the discount rate for the Additional Debentures. Should a rating reduction event occur, as stated above, the Company will issue an immediate report providing the discount rate for the Additional Debentures and the uniform weighted discount rate for all the Series F debentures. View source version on businesswire.com: http://www.businesswire.com/news/home/20180109006043/en/ |