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Transfer of ORL holdings in Gadot Biochemical Industries Ltd to Delek Group


Tel Aviv - Delek Group (TASE: DLEKG, OTCQX: DGRLY) (“the Company”) announces that today 4,348,670 ordinary shares with a nominal value of NIS 0.1 each of Gadot Biochemical Industries Ltd (“Gadot”)were transferred to the Company from Oil Refineries Ltd (“ORL”) without consideration, being 23.63% of the issued and paid up share capital of Gadot held by ORL (“the Shares”), being free and unencumbered as is. Following the said share transfer the Company from today’s date holds the entire issued and paid up capital of Gadot. In addition, the Company has acquired from ORL the outstanding debt of about USD 17 million for NIS 1.

In addition, ORL and Gadot have contracted in an addendum to the contract for the supply of steam to Gadot, extending the said agreement by 4.5 years from July 1, 2013 or until the date that the supply of natural gas to the Company will start, and sets inter alia that ORL shall supply Gadot steam in a maximum amount of 240 thousand tons of steam per annum (subject to ORL’s right to reduce the amount of steam in the circumstances stipulated in the addendum), at a basic price for steam agreed between the parties (“Consideration for Steam”) linked to changes in the price of natural gas at the entrance to ORL (the base price is the prices as of April 1, 2013). In addition, the addendum includes provisions for calculating the Consideration for Steam in the event that the price of steam increases in a given month above the Consideration for Steam or in the event that there are changes in the quantity of gas that ORL receives, and the manner of payments.

As part of the share transfer transaction as stated above, the Company and ORL have agreed that in the event that during the period of 4.5 years from today’s date, the Company enters into a sales and/or transfer agreement for all or part of its shares in Gadot, then ORL shall be entitled to receive from the Company part of the consideration received from the sale in accordance with the arrangements determined in the agreement.

Similarly, the share transfer agreement includes additional provisions, including a mutual waiver by the parties for the settlement of disputes etc (the waiver shall not apply to the undertakings given by ORL in respect of Gadot’s liabilities for events that took place prior to March 1, 1994 and to ORL’s right to file a counter-claim and/or a third-party announcement in the event of claims served against ORL).

In addition it is stipulated that Gadot provided ORL with an absolute statement of waiver in law concerning claims against ORL or anyone acting on its behalf (including directors and/or officers appointed at the request of ORL) in respect of Gadot.

This is a convenience translation of the original HEBREW immediate report issued to the Tel Aviv Stock Exchange by the Company on August 19, 2013.

About The Delek Group

The Delek Group, Israel’s dominant integrated energy company, is the pioneering leader of the natural gas exploration and production activities that are transforming the Eastern Mediterranean’s Levant Basin into one of the energy industry’s most promising emerging regions. Having discovered Tamar and Leviathan, two of the world’s largest natural gas finds since 2000, Delek and its partners are now developing a balanced, world-class portfolio of exploration, development and production assets with total gross natural gas resources discovered since 2009 of approximately 33 TCF.

In addition, Delek has built an extensive network of global downstream assets, including 1,900 gas stations and convenience stores in the U.S., Europe and Israel, and petroleum refineries in the U.S. Delek also holds significant interests in leading water desalination, power generation, insurance and automotive companies.

In 2012, the Company’s revenues were NIS 72 billion ($ 19 billion). Delek Group’s shares are traded on the Tel Aviv Stock Exchange (TASE: DLEKG) as part of the TA25 Index.


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