Partner Communications Company Ltd. ("Partner" or the "Company")
(Nasdaq:PTNR)(TASE:PTNR), a leading Israeli communications operator,
announces today, further to the filing of a Shelf Offering Report on May
3, 2011 (the "Offering Report") and pursuant to the
Company's Shelf Prospectus dated September 3, 2009, as amended on May
23, 2010 and on September 20, 2010, that the public bid, in which the
Company offered to the public in Israel the Company's Series D Notes and
Series E Notes (the
"Notes"), through an expansion of
the Company's Series of such Notes, which are currently outstanding and
registered for trading on the Tel Aviv Stock Exchange Ltd. ("TASE"),
has been concluded.
Following the results of the public bid, the Company will issue, through
the said expansion of the Company's Series of Notes, a total amount of
NIS 681,207,000 par value of the Notes, according to the following
details:
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(1)
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NIS 146,142,000 par value of Series D Notes, bearing a variable
annual interest rate based on the annual interest rate of short term
debt issued by the State of Israel ('Makam') in addition to a fixed
annual spread of 1.20%, with a price per unit (each unit comprised
of NIS 1,000 par value) of NIS 992, reflecting approximately 0.17%
discount on the market price of the Series D Notes as of May 4, 2011;
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(2)
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NIS 535,065,000 par value of Series E Notes bearing an annual fixed
interest rate of 5.50%, with a price per unit (each unit comprised
of NIS 1,000 par value) of NIS 996, reflecting approximately 0.17%
discount on the market price of the Series E Notes as of May 4, 2011.
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The immediate gross proceeds expected to be received by the Company for
the issuance of the said Notes is approximately NIS 678 million. The
Company intends to use the proceeds from the said Offering for the
Company's current needs, including settling payments on, or purchasing,
the Company's Series A Notes and/or refinancing other debt.
The unsecured and non-convertible Series D Notes and Series E Notes,
were initially issued by the Company pursuant to a shelf offering report
dated April 15, 2010, as amended on April 21, 2010. The terms of the
Series D Notes and Series E Notes that the Company will issue according
to the Offering Report will be identical to the terms of the currently
outstanding Series D Notes and Series E Notes. It should be noted that
the Notes do not restrict the Company's ability to issue additional
notes of any class or distribute dividends in the future, and contain
standard terms and conditions. The Notes will be listed for trading only
on the TASE.
The public offering of the Notes was made only in Israel. The Notes have
not and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or
sold in the United States and/or to U.S. Persons (as defined in
Regulation "S" promulgated under the Securities Act) without
registration under the Securities Act or an applicable exemption from
the registration requirements of the Securities Act.
This press release shall not be deemed to be an offer to sell or a
solicitation of an offer to buy any of the Notes.
Forward-Looking Statements
This press release includes forward-looking statements within the
meaning of Section 27A of the US Securities Act of 1933, as amended,
Section 21E of the US Securities Exchange Act of 1934, as amended, and
the safe harbor provisions of the US Private Securities Litigation
Reform Act of 1995. Words such as "believe", "anticipate", "expect",
"intend", "seek", "will", "plan", "could", "may", "project", "goal",
"target" and similar expressions often identify forward-looking
statements but are not the only way we identify these statements. All
statements other than statements of historical fact included in this
press release regarding our future performance, plans to increase
revenues or margins or preserve or expand market share in existing or
new markets, reduce expenses and any statements regarding other future
events or our future prospects, are forward-looking statements.
We have based these forward-looking statements on our current knowledge
and our present beliefs and expectations regarding possible future
events. These forward-looking statements are subject to risks,
uncertainties and assumptions about Partner, consumer habits and
preferences in cellular telephone usage, trends in the Israeli
telecommunications industry in general, the impact of current global
economic conditions and possible regulatory and legal developments. For
a description of some of the risks we face, see "Item 3D. Key
Information - Risk Factors", "Item 4. - Information on the Company",
"Item 5. - Operating and Financial Review and Prospects", "Item 8A. -
Consolidated Financial Statements and Other Financial Information -
Legal and Administrative Proceedings" and "Item 11. - Quantitative and
Qualitative Disclosures about Market Risk" in the Company's 2010 Annual
Report (20-F) filed with the SEC on March 21, 2011. In light of these
risks, uncertainties and assumptions, the forward-looking events
discussed in this press release might not occur, and actual results may
differ materially from the results anticipated. We undertake no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
About Partner Communications
Partner Communications Company Ltd. ("Partner") is a leading Israeli
provider of telecommunications services (cellular, fixed-line telephony
and internet services) under the orange™ brand. The Company provides
mobile communications services to over 3 million subscribers in Israel.
Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its
shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
Partner is an approximately 45%-owned subsidiary of Scailex Corporation
Ltd. ("Scailex"). Scailex's shares are traded on the Tel Aviv Stock
Exchange under the symbol SCIX and are quoted on "Pink Quote" under the
symbol SCIXF.PK. Scailex currently operates in two major domains of
activity in addition to its holding in Partner: (1) the sole import,
distribution and maintenance of Samsung mobile handset and accessories
products primarily to the major cellular operators in Israel (2)
management of its financial assets.
For more information about Scailex, see http://www.scailex.com.
For
more information about Partner, see http://www.orange.co.il/investor_site
About 012 Smile Telecom Ltd.
012 Smile is a wholly owned subsidiary of Partner Communications which
provides international long distance services, internet services and
local telecommunication fixed-line services (including telephony
services using VOB) under the 012 Smile brand. The completion of the
purchase of 012 Smile by Partner Communications took place on March 3,
2011. For further details see the press release dated March 3, 2011. For
further details see the press release dated March 3, 2011.
