Oil Refineries Announces a Meeting of Company’s Non-Publicly Traded Bond Holders
HAIFA, Israel, March 7, 2012 /PRNewswire/ –
Oil Refineries Ltd. (TASE: ORL.TA) (hereinafter “the Company,”"ORL”), Israel’s largest
integrated refining and petrochemical group, announced today that a meeting of the
Company’s non-publicly traded bond holders (securities no. 2590131, 2590123) (“the Bonds”)
to be convened at the Company’s offices on the 26th floor of the Azrieli Towers Square
Tower Building at 132 Menachem Begin Rd., Tel-Aviv, on Tuesday, March 27, 2012, at 11:00am
(Israel time); and a meeting of the Company’s non-publicly traded bond holders (securities
no. 2590149, 2590115, 2590107, 2590099, 2590081, 2590073) (“the Bonds”) to be convened at
the same place and date, at 2:00pm (Israel time).
The meeting’s agenda:
1) Amendment of the Bonds' deed of trust according to the formulation
attached to the Immediate Report regarding the convening of the meeting, and
instructing the trustee to sign the amendment;
2) Amendment of the Bonds' deed of trust in such a way as to ensure that any
notice sent on behalf of the Company or the trustee to bondholders, including the
issuing of proxy statements, will be issued only by means of an Immediate Report
through the Magna (electronic full disclosure) system, and it will not be necessary to
advertise in two daily newspapers or to send bondholders notice by registered mail,
except where advertising in the press is required by law.
Background
During the year 2010 the company signed loan agreements with the Consortium of
financing funds leaded by Bank Hapoalim BM and the EX-IM bank of the USA to finance the
company’s strategic plan, debt recycle and other funding needs (“the Agreements”). These
Agreements agreed on financial covenants different from financial covenants agreed in the
Bonds’ deed.
The company asks for change and update the Bond’s deed so that existing financial
covenants will be replaced with part of the financial covenants given in the Agreements,
all as detailed below:
Amendments to the deed of trust
1) Sections 6.11 and 6.12 of the deed of trust will be deleted and the
following sections will be substituted in their stead:
“6.11 In the event that the Company’s equity, as reported in its quarterly or annual
consolidated financial statements for each of the years detailed below, shall be less that
the following sums for that year:
2017 and
The year 2012 2013 2014 2015 2016 later
Minimum consolidated
equity (USD millions) 700 725 725 750 750 750
6.12 In the event that the ratio of the Company’s equity to the Company’s total
balance sheet as reported in its quarterly or annual consolidated financial statements for
each of the years detailed below, shall be less that the following percentages for that
year:
2017 and
The year 2012 2013 2014 2015 2016 later
Minimum ratio of equity to
balance sheet 17% 19% 19% 22% 22% 22%
6.12a. In the event that the total balance of the Company’s cash, cash equivalents,
deposits and securities portfolio at the end of each quarter according to the Company’s
separate financial statements, shall be lower than USD 50 million.
6.12b The financial criteria stipulated in section 6.11, 6.12 and 6.12a above, will be
examined once every quarter according to the Company’s financial statements.
Notwithstanding the provisions of sections 6.11 and 6.12 above, in the event that the
Company should deviate by 10% or less from one or more of the financial criteria
stipulated in said sections above, such deviation will not be considered cause to make the
bonds immediately due and payable, so long as the Company shall meet said financial
criteria in the following quarter.
Once each quarter, no later than 30 days following the publication of the Company’s
financial statements for that quarter, the Company will provide the trustee with a
document signed by the Company’s CFO, certifying that the Company has met the financial
criteria stipulated in section 6.11 to 6.12a, and stating each of the above stated ratios
on the basis of the Company’s financial statements for that quarter.”
1) Section 6.13 of the deed of trust will be followed by section 6.14, which
will contain the following text:
“6.14 In the event that a sum of USD 25 million or more should become immediately due
and payable according to the decision of the banking consortium lead by Bank Hapoalim Ltd.
under the June 2010 financing agreement, or the decision of a foreign bank under the
August 2010 financing agreement, guaranteed by the Export-Import Bank of the United
States.”
1) Section 24.1 of the deed of trust will be replaced with the following
text:
“24.1 Any notice sent on behalf of the Company or the trustee to bondholders, will be
issued by means of an Immediate Report through the Magna (electronic full disclosure)
system, except where advertising in the press is required by law.”
Amendments to Appendix B of the deed of trust
1) Section 3.2 of the negative pledge document attached to the deed of trust
as Appendix B, will be replaced with the following text:
“3.2 To pledge more than 1.2 million tons of inventory, in whole or in part, for the
purpose of financing the purchase of said inventory by the borrower, so long as such
financing shall be non-recourse financing and its payment may only be demanded from said
pledged inventory. In order to remove any doubt, it will not be possible to pledge less
than 1.2 million tons of inventory.”
1) All terms in this addendum will be interpreted as intended by the deed of
trust.
2) In the event of any explicit contradiction between the provisions of the
present amendment and the provisions of the deed of trust or its first addendum, the
provisions of the present amendment shall take precedence.
3) The rest of the conditions of the deed of trust shall remain valid and
unchanged.
The above is a condensed convenience translation of the Company’s announcements. Only
the Hebrew versions are binding the company
OTHER ANNOUNCEMENT
The Company is also pleased to report the appointment of a new External Director,
Jonatan Shaked, which became effective March 6, 2012
About Oil Refineries Ltd.
Oil Refineries Ltd. (ORL), located in the bay area of the city of Haifa, operates
Israel’s largest integrated refining and petrochemical group. It is one of the leading
refineries in the Eastern Mediterranean area and integrates, on-site, petrochemical
businesses. ORL runs sophisticated and state-of-the-art industrial facilities with a
refining capacity of 9.8 million tons of crude oil per year and a Nelson Complexity Index
of 7.4, providing a variety of quality products used in industrial operation,
transportation, private consumption, agriculture and infrastructure. Besides production of
fuels, the company produces in its wholly owned subsidiaries Polymers (through Carmel
Olefins Ltd), Aromatics (through Gadiv Petrochemical Industries Ltd), and Lube-Oils
(through Haifa Basic Oils Ltd). The Company’s shares are listed on the Tel Aviv Stock
Exchange under the ticker ORL. For additional information please visit
http://www.orl.co.il.
ORL is controlled by the Israel Corporation Ltd. and Israel Petrochemical Enterprises
Ltd., both public companies whose shares are traded on the Tel Aviv Stock Exchange.
The above noted in this release includes forward-looking statements based on Company
data, as well as Company plans and estimations based on this data. The activity, results
and other data may be substantially different in reality given uncertainty and various
risks, including those discussed under risk factors in the Company’s financial statements
and Director’s reports
Company Contact:
Rony Solonicof
Chief Economist and Head of Investor Relations
Tel. +972-4-878-8152
Contact IREn@orl.co.il
Investor Relations Contact:
Ehud Helft / Porat Saar
CCG Israel
Tel. (US) +1-646-233-2161 / (Int.) +972-52-776-3687
info@ccgisrael.com
SOURCE Oil Refineries Ltd
