Securities Authority intervened: Israir will publish additional information on the interested party transaction with Rami Levy

The Israel Securities Authority has forced Israir to postpone a shareholders' meeting regarding a transaction with Rami Levy. The regulator deemed the deal material, requiring the disclosure of additional commercial data.

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Securities Authority intervened: Israir will publish additional information on the interested party transaction with Rami Levy
Photo: Calcalist / צילומים: אבי מועלם, יאיר שגיא

Israir and Rami Levy will be forced to publish a supplementary report to the notice of the shareholders' meeting for the purpose of approving an interested party transaction concerning the Rami Levy customer club. It has come to the attention of Calcalist that the Israel Securities Authority has forced Israir, which is under the control (57.16%) of Rami Levy, and Rami Levy Chain Stores, which is under the control of Levy (39.91%), to postpone the shareholders' meeting they had convened for the purpose of approving the transaction. This follows Israir's classification of the transaction as non-material, while the Israel Securities Authority views it as a material transaction.

The meeting has been postponed twice, and the companies are expected to publish the additional information required by the Authority in the coming days. At the end of May, Israir and Rami Levy Chain Stores, both under Levy's control, signed agreements according to which Israir Aviation will purchase 8% of the club company from Rami Levy Chain Stores for 11.25 million shekels, and will also purchase an additional 2% of the club company from Isracard in exchange for 8.75 million shekels — for a total of 20 million shekels.

The agreement stipulates that the financing of the club company's operations will be carried out through an annual marketing budget, which will be funded during the first year by Rami Levy Chain Stores and Isracard, each of which will bear 45% of the budget, and by Israir, which will bear the remaining 10%. Out of the marketing budget in the first year, 10 million shekels will be used to purchase flight tickets from Israir Aviation at a price of 270 dollars per ticket to destinations in Europe, excluding London, including carry-on luggage and taxes. Starting from the second year, the budget will be funded from the club company's revenues.

One day before the original meeting date, the companies postponed the meeting by nine days, citing an exchange of views with the Israel Securities Authority. However, one day before the new date, the meeting was postponed once again, for the same reason, this time to the month of August. The reason for the postponement lies in the value of the transaction as perceived by the Authority, and accordingly in its classification by Israir as a non-material transaction. The Israel Securities Authority believes that this is a material transaction, and therefore demanded that Israir publish commercial data and additional information regarding the transaction. In recent days, the parties have reached understandings, and the company is expected to publish the additional information required by the Authority — information that Israir would have preferred not to disclose.

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