FRUT21 Aug 2012 08:31
Immediate report on a material private offering and a non- material private offering of the Company's securities as set forth in the Securities Law, 1969 (the "Law" or the "Securities Law"), the Securities Regulations (Private Offering of Securities in a Listed Company), 2000 (the "Regulations" or the "Private Offering Regulations") and the Companies Law, 1999 (the "Companies Law"), an immediate report as set forth in the Securities Regulations (Periodic and Immediate Reports), 1970 and an outline as set forth in the Securities Regulations (Details of an Outline of an Offer of Securities of Employees), 2000 (the "Outline Regulations") is hereby submitted
for the offering of Options to Mr. Ori Yehudai, who serves as the President and Chief Executive Officer of the Company (the "President") and to 10 additional employees and officeholders in the Company and in the Company's related companies, as set forth in section 15B to the Securities Law and the Outline Regulations, in the Private Offering Regulations and the Securities Regulations (Periodic and Immediate Reports), 1970 (the "Reports Regulations").
are offered hereby
945,000 options unregistered for trade (the "Options ") to Mr. Ori Yehudai who serves as the President and the Chief Executive Officer of the Company (the "President") and 10 additional employees and officeholders in the Company and in its related companies (jointly "Offeree(s)") out of which 275,000 Options to the President and 270,000 to five other officeholders in the Company, and an additional amount of up to 200,000 Options will be granted in future to employees and/or officeholders in the Company and/or of the Company's related companies (the "Options for Future Granting" and the "Future Offerees", respectively), who are not and will not be interested parties in the Company as the term is defined in the Securities Law ("Interested Parties") (except for the President who is an Interested Party in the Company by virtue of his office), and who are not and will not be "Interested Parties" as the term is defined in section 270(5) to the Companies Law 1999 (the "Companies Law"). The Options are exercisable to 945,000 registered ordinary Company shares of NIS 1.00 par value each (the "Shares" or "Underlying Shares"), subject to the adjustments as detailed in the Plan (as defined below).
Assuming that all the Options will be exercised into Shares, the shares will comprise approximately 1.61% of the Company's issued and paid up share capital and approximately 1.63% of the voting rights therein on the grant date (following the grant) and approximately 1.57% of the Company's issued and paid up share capital and the voting rights therein on a fully diluted basis, as detailed in Section 1.1 below.