TEL AVIV, Israel, May 13, 2020 – — ICL (NYSE: ICL) & (TASE: ICL), a leading global specialty minerals and specialty chemicals company, announced today that it is considering a potential offering of additional debentures from the Company’s existing Series G Debentures, to the public in Israel only. The Company intends to use the net proceeds from such offering, if executed, to partially repay amounts outstanding under its Revolving Credit Facility Agreement, dated March 23, 2015, as amended on October 29, 2018, by and among certain financial institutions, ICL Finance B.V., and the Company, and for general corporate purposes.
The execution, timing, terms and amount of such an offering of Series G Debentures to the public in Israel, insofar as it will take place, will be subject to the approval of the Company’s Board of Directors, publication of a supplemental offering report, which will include the amount of the offering and its terms, and the prior approval of the Tel Aviv Stock Exchange (TASE) for the supplemental offering report. There is no assurance that such an offering will be executed, nor its timing, terms or amount.
For additional details regarding the Company’s debentures and liquidity, see the Company’s annual report on Form 20-F for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission and the TASE on March 5, 2020, under “Item 5B. Liquidity and Capital Resources”, as well as the Company’s report for the three month ended March 2020, furnished by the Company to the SEC in its Report on Form 6-K on May 12, 2020.
The potential offering described in this announcement will be made, if made, only in Israel and only to residents of Israel. The securities will not be registered under the U.S. Securities Act of 1933, as amended, and will not be offered or sold in the United States. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
This announcement contains statements that constitute “forward-looking statements”, many of which can be identified by the use of forward-looking words such as “anticipate”, “believe”, “could”, “expect”, “should”, “plan”, “intend”, “estimate” and “potential”, among others.
Forward-looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our potential to undertake a debenture offering in Israel and other risk factors discussed under “Item 3 – Key Information— D. Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (SEC) on March 5, 2020, as updated in the Company’s report for the three month ended March 2020, furnished by the Company to the SEC in its Report on Form 6-K on May 12, 2020.
Forward-looking statements refer only to the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
Name of the authorized signatory on the report and name of authorized electronic reporter: Aya Landman, Adv.
Position: Company Secretary
Signature Date: May 13, 2020
ICL GROUP LTD, formerly known as Israel Chemicals Limited, is a global specialty minerals and chemicals company operating bromine, potash and phosphate mineral value chains in a unique, integrated business model. ICL extracts raw materials from well-positioned mineral assets and utilizes technology and industrial know-how to add value for customers in key agricultural and industrial markets worldwide. ICL focuses on strengthening leadership positions in all of its core value chains. It also plans to strengthen and diversify its offerings of innovative agro solutions by leveraging ICL’s existing capabilities and agronomic know-how, as well as the Israeli technological ecosystem.
Our operations are organized under four segments: Industrial Products, Potash, Phosphate Solutions and Innovative Ag Solutions.
ICL shares are dually listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The Company employs more than 11,000 people worldwide, and its sales in 2019 totaled approximately $5.3 billion. For more information, visit the Company’s website at www.icl-group.com