Below is the immediate report submitted today to the Israeli Securities Authority ('ISA') and the Tel-Aviv Stock Exchange ('TASE') through the ISA's electronic submission system in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970.
Frutarom Industries Ltd.
('Company')
Registration No.: 52-004280-5
The securities of the Company are listed for trading on the Tel-Aviv Stock Exchange
Name: Frutarom
2 Hamenofim St, Building A, Herzelia 4672553
Tel: +972-9-960 3800, Fax: +972-9-960 3826,www.frutarom.com
Email:esenay@frutarom.com
October 2, 2018
Immediate report of distribution of a cash dividend for securities
Regulation 37(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970
1. The Company hereby reports that on October 2, 2018 it was resolved that a dividend will be paid on the Company's shares.
2. The amount of the dividend to be paid is USD 21,112,839.
3. Following the dividend distribution, the retained earnings of the Company, as defined in section 302 of the Companies Law, 5759-1999, will be in the sum of US$ 878,200,161.
4. Dividend approval process:
Approval of the Board of Directors dated October 2, 2018
5. Date of record: October 4, 2018
Ex-date: October 4, 2018
Date of payment: October 9, 2018
6. Payment Details:
Dividend from which no withholding tax has been deducted abroad
Security Reg. Number | Name of Security | Dividend amount per security | Currency | Payment currency | Date of exchange rate | Withholding tax for individuals | Withholding tax for companies |
1081082 | Ordinary share | 0.35358 | USD | USD | -- | 20% | 0% |
The dividend amount per security is final.
7. Dividend source breakdown in percentage:
% of Dividend | individuals | Companies | Foreign residents | |
Income taxable under companies / corporate income tax (1) | 0 | 25% | 0% | 25% |
Income from abroad (2) | 0 | 25% | 23% | 25% |
Income from an approved enterprise | 0 | 15% | 15% | 15% |
Income from an approved enterprise Ireland | 0 | 15% | 15% | 4% |
Preferred income | 100 | 20% | 0% | 20% |
Income from an approved tourist / agricultural enterprise (3) | 0 | 20% | 20% | 20% |
Dividend classified as capital gains | 0 | 25% | 23% | 0% |
Other | - | - | - | - |
Explanation:
(1) Income taxable under corporate tax: income from distribution of profits or from dividends deriving from revenues generated or accrued in Israel, directly or indirectly received from another association of people taxable under corporate tax.
(2) Income deriving from abroad is income generated or accrued abroad and had not been taxed in Israel, and dividends from abroad when no tax was deducted for these abroad.
(3) Including income from a preferred tourist enterprise.
8. Number of dormant securities of the Company not entitled to a dividend payment for which a waiver to receive dividend payment must be issued: 140,332.
9. The effect of the dividend's distribution on Company's convertible securities is as follows:
Name of Security | Security Number | Notes |
Management Options 2010 | 1120732 | Exercise price of option to be adjusted following distribution of the dividend by the amount of dividend per share |
2012 Options | -- | Exercise price of option to be adjusted following distribution of the dividend by the amount of dividend per share |
10. Recommendations and resolutions of the directors concerning the dividend distribution in accordance with regulation 37(a)(1) to the Securities Regulations (Periodic and Immediate Reports) 5730-1970:
At its meeting on October 2, 2018 the Company's Board of Directors resolved on a dividend distribution in the amount of USD 0.35358 per share and at a total amount of USD 21,112,839 in accordance with section 302 to the Companies Law, 5759-1999. The dividend will be distributed out of the Company's distributable retained earnings based on its financial statements for December 31, 2017.
The Board of Directors examined whether the Company satisfied the profit test and the solvency test prescribed in section 302(a) to the Companies Law, 5759-1999, and following this examination confirmed that the Company satisfies these tests with regards to distribution of the dividend.
In its resolution regarding distribution of the dividend, the Company's Board of Directors stated that the amount of the dividend relative to the distributable retained earnings is unsubstantial, and that taking into account, inter alia, the effect of the distribution on the Company's financial position, including the Company's equity structure, the amount of the dividend, distributable retained earnings (before and after distribution), the Company's leverage level, satisfaction of financial covenants and restrictions imposed on the Company, its liquidity position and the distribution's anticipated implications on the Company's activity in its current format, including implications regarding the Company's investment plans, there is no concern that said dividend distribution would harm the Company's ability to fulfil its existing and expected obligations when they become due..
The Company's aforementioned estimates could be considered forward looking statements, as defined in the Securities Law, 5728-1968. These estimates are based on information available to the Company at the time of approval of the distribution. All or some of the Company's estimates might not materialize, in whole or in part, or materialize in a substantially different manner than expected, and are dependent on factors which cannot be assessed in advance and are not under the Company's control, including, inter alia, effects of the global economy, competition in markets where Frutarom is active, changes in demand for its products, regulatory changes and fluctuation in raw material prices.
Sincerely yours,
Eden Senay Taganya, Adv.
Legal Counsel
Frutarom Industries Ltd.
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Frutarom Industries Limited published this content on 02 October 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 02 October 2018 17:42:05 UTC