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Title: |
Underwriting Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
44KB total |
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Price: |
$40 |
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ID: |
#2902012 |
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| BLUE SQUARE REAL ESTATE LTD. (hereinafter: "the Company") |
| POALIM I.B.I. - UNDERWRITING AND ISSUES LTD. AFRICA-ISRAEL ISSUES LTD. DISCOUNT UNDERWRITING AND ISSUES LTD. CLAL FINANCE UNDERWRITING LTD. ALTSCHULER SHACHAM MANAGEMENT, UNDERWRITING AND INVESTMENTS LTD. ANALYST ISSUE MANAGEMENT LTD. MENORA UNDERWRITING AND MANAGEMENT LTD. Y.A.Z. INVESTMENTS AND PROPERTIES LTD. EPSILON UNDERWRITING AND ISSUES LTD. ROSARIO CAPITAL LTD. MEITAV UNDERWRITING LTD. L.L. UNDERWRITING AND INVESTMENTS LTD. GILON - TAU UNDERWRITING AND ISSUES LTD. SYNERGETICA UNDERWRITING LTD. JERUSALEM CAPITAL MARKETS UNDERWRITING AND ISSUES (1994) LTD. P.R. HACKER CAPITAL MARKETS LTD. REVAVOT UNDERWRITING LTD. YAAD (Z.R.) UNDERWRITING AND ISSUES LTD. SIGMA P.C.M. UNDERWRITING AND BUSINESS PROMOTION (1993) LTD. SHOHAR TOV LTD. SIMODAN UNDERWRITING AND ISSUES (1993) LTD. GOREN UNDERWRITERS LTD. (hereinafter: "the Underwriters") |
| WHEREAS: | The Company is due to publish a prospectus pursuant to which it will offer the public 2,500,000 ordinary shares, NIS 100,000,000 par value Debentures (Series A) linked to the index and convertible into ordinary shares of the Company, and NIS 650,000,000 par value Debentures (Series B) linked to the index (hereinafter: the Securities); and |
| WHEREAS: | The Securities will be offered to the public in a composition, a quantity, at a price, in a manner, at the times and on the conditions set forth in the prospectus that is due to be published in connection therewith (hereinafter: the Prospectus); and |
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| WHEREAS: | The Company represents and warrants that the Securities are not and will not be, at the date of their allotment, pledged or encumbered, that there is no right or claim by any third party in respect thereof, that the Company has the full and exclusive right to issue and offer the Securities to the public, and that all the permits and approvals required for the purpose have been obtained, apart from a permit from the Securities Authority for publication of the Prospectus and the approval of the Stock Exchange for the listing of the Securities for trading; and |
| WHEREAS: | The Securities will be offered to the public in 500,000 units (hereinafter: the Units), each comprised of 5 ordinary shares, NIS 200 par value Debentures (Series A) and NIS 1,300 par value Debentures (Series B) at a price of NIS 1,205.5 per Unit, in a tender regarding the rate of interest that the Debentures (Series B) will bear which shall not be less than 4.25% and shall not exceed 5% (hereinafter: the Maximum Rate of Interest); and |
| WHEREAS: | Institutional investors have undertaken, by way of a prior commitment as described in Prospectus, to apply for 400,000 Units forming part of the Units offered to the public (hereinafter: "the Institutional Investors' Units"); and |
| WHEREAS: | The Underwriters have undertaken to underwrite the purchase of the Units offered to the public, apart from the Institutional Investors' Units (hereinafter: "the Underwritten Units" or "the Underwritten Securities") at a price of NIS 1,205.5 per unit and in a manner that the Debentures (Series A) will bear interest at the Maximum Rate of Interest (hereinafter: "the Price to the Underwriters"); |
Now therefore it is agreed, declared and stipulated by the parties as follows:
| 1. | Preamble |
| The preamble to this Agreement and the appendices hereto form an integral part hereof. Words in the plural in this Agreement shall also mean the singular, and vice versa. |
| In this Agreement the following terms will have the meanings set opposite them. Terms which are not defined in this Agreement and which appear in the Prospectus, will have the meaning ascribed to them in the Prospectus. |
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| "The Lead Managers" | - | Poalim I.B.I. - Underwriting Issues Ltd., Africa-Israel Issues Ltd., Discount Underwriting and Issues Ltd. | |
| "Entities authorized to receive applications" | - | Stock Exchange members. | |
| "Coordinator of the issue" | - | Poalim I.B.I. - Underwriting Issues Ltd. | |
| "The Prospectus" | - | Means the Prospectus the Company will publish in connection with the issue described above, which is attached to this Agreement as Appendix A, including any amendment to the Prospectus that may be agreed to between the Company and the Underwriters. | |
| "The Stock Exchange" | - | The Tel Aviv Stock Exchange Ltd. |
| 2. | General |
| This Agreement is based on a prospectus the Company will publish in connection with the offering of the Securities, and such changes as may be agreed upon between the Company and the Lead Managers. |
| This Agreement reflects the mutual obligations between the Underwriters, except where otherwise expressly stated and with such changes as may be agreed upon between the Underwriters in relation to the Underwriters purchase undertakings as described in Clause 3 below. |
| The Company hereby undertakes to deliver 400 copies of the Prospectus to the Lead Managers immediately after publication of the Prospectus. |
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| 3. | Percentage participation of the Underwriters |
| Each of the individual Underwriters participates in underwriting the purchase of the Underwritten Securities in accordance with the details set forth below: |
| Name
|
No. underwritten Units | |||||
|---|---|---|---|---|---|---|
| Poalim I.B.I. - Underwriting And Issues Ltd. | 54,650 | |||||
| Africa-Israel Issues Ltd. | 3,100 | |||||
| Discount Underwriting And Issues Ltd. | 3,100 | |||||
| Clal Finance Underwriting Ltd. | 3,100 | |||||
| Altschuler Shacham Management, Underwriting And Investments Ltd. | 3,100 | |||||
| Analyst Issue Management Ltd. | 3,100 | |||||
| Menora Underwriting And Management Ltd. | 3,100 | |||||
| Y.A.Z. Investments And Properties Ltd. | 3,100 | |||||
| Epsilon Underwriting And Issues Ltd. | 3,100 | |||||
| Rosario Capital Ltd. | 3,100 | |||||
| Meitav Underwriting Ltd. | 3,100 | |||||
| L.L. Underwriting And Investments Ltd. | 3,100 | |||||
| Gilon - Tau Underwriting And Issues Ltd. | 3,100 | |||||
| Synergetica Underwriting Ltd. | 950 | |||||
| Jerusalem Capital Markets Underwriting And Issues (1994) Ltd. | 950 | |||||
| P.R. Hacker Capital Markets Ltd. | 950 | |||||
| Revavot Underwriting Ltd. | 950 | |||||
| Yaad (Z.R.) Underwriting And Issues Ltd. | 950 | |||||
| Sigma P.C.M. Underwriting And Business Promotion (1993) Ltd. | 950 | |||||
| Shohar Tov Ltd. | 950 | |||||
| Simodan Underwriting And Issues (1993) Ltd. | 950 | |||||
| Goren Underwriters Ltd. | 550 | |||||
| Total | 100,000 | |||||
| 4. | The underwriting undertaking |
| 4.1 | The Underwriters hereby undertake to purchase from the Company, each according to its percentage share as set forth in Clause 3 above, all the Underwritten Securities in relation to which the Company gives notice that applications for the purchase thereof have not been submitted to it up to the time of closing of the subscriptions list, or that the Company has not been paid the full price thereof for any reason up to the time specified for payment in the Prospectus. |
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