Annual Report 2007

Total Page:16

File Type:pdf, Size:1020Kb

Annual Report 2007 07ANNUAL REPORT 2007 To Be The Prefered Partner For Tasty And Healthy Success Dear Shareholder, We are pleased to report Frutarom’s results and achievements for 2007, a year in which we continued the implementation of our rapid growth strategy, combining strong organic growth in core activities with acquisitions, while realizing our ambitious goals. In accordance with a strategic plan presented three years ago, we have succeeded in again doubling Frutarom's revenues. Frutarom's sales exceeded the US$ 300 million threshold to total US$ 368 million for 2007. In proforma terms (assuming the acquisitions made during the year had been entirely consolidated with Frutarom's results as of January 1, 2007), our Proforma sales, on an ongoing basis, total US$ 431 million. Frutarom is now firmly established as one of the top ten flavor and fragrance companies in the world. Sales grew by 28.2% to US$ 368 million while Frutarom continued to achieve double digit organic internal growth, substantially higher than the rate experienced by our industry. Gross profit rose by 23.5% to US$ 131 million. Operating profit was US$ 34.5 million and net profit US$ 24.2 million. These excellent results were achieved in a challenging business environment which, as opposed to the past, has been characterized by continued price rises in raw materials used in Frutarom’s production. Price increases have been much greater for many natural ingredients, which make up the majority of ingredients used by Frutarom. To ensure further improvement in future margins, Frutarom continually seeks to raise the selling prices of our products to ensure our future profitability. The industry trend of mergers and acquisitions of companies in our field, reducing the number of players, continued in 2007. Frutarom is one of the most active companies in making acquisitions. Our management devotes considerable resources to identifying and realizing acquisitions that fit our rapid growth strategy and ensure that we continue to create value for you, our shareholders. In 2007 Frutarom made seven acquisitions. These were: the Gewurzmuller Group in Germany, which established Frutarom's standing as a world leader in the field of savory solutions; Belmay and Jupiter Flavours in England, which established Frutarom's standing as the leading flavor producer in the British market; Raychan, Adumim and Rad in Israel; and Abaco in the United States. All of the acquisitions are synergetic and complement Frutarom's activity in flavors and unique ingredients and further the realization of Frutarom’s vision: “To be the Preferred Partner for Taste and Healthy Success.” Frutarom has extensive successful experience in merging and integrating acquired companies with its existing activity while capitalizing on commercial and operational synergies to achieve optimal advantage from cross selling opportunities, expense reductions and, thereby, improvement to profitability and profit. The 2007 acquisitions were made in locations where we already had activity, which allowed us to merge sites and benefit in the future from significant operational savings. The results of our activity were strongly influenced this year by the acquisitions, which expanded sales and temporarily reduced profitability, as expected. It is our view that the acquisitions will contribute, from the first quarter of 2008, to the continued growth trend in sales as well as to the growth of profit, while improving margins. While investing in growth through mergers and acquisitions, Frutarom continues striving for rapid, profitable organic growth in core activities at rates that surpass those of the industry. We continue to concentrate both on our large multinational customers and on mid sized and local customers, providing all with the same excellent, quality service in accordance with their individual and special needs. We will persist in strengthening Frutarom’s presence in developed markets such as Western Europe and the United States, and in augmenting and intensifying our activity in Asia and in the emerging markets through further penetration of additional markets that have higher growth rates than the global average. Frutarom continues to offer its customers a varied and expansive product range consisting mainly of natural products, along with new, innovative products, created with advanced technologies, with a special emphasis on functional and organic food ingredients. The food market in recent years is developing in the direction of natural, tasty and healthy. We are witnessing increased consumer demand for natural products that have health and dietary values, reduced calories, fat, salt, cholesterol, and other health benefits, and for organic products with attributes proven to assist in disease prevention and strengthening of the immune system, known as functional foods. We also see growing consumer demand for products with ‘clean labels.’ Frutarom identified these trends some time ago and took strategic actions to position the Company at a unique crossroads, integrating our varied capabilities by combining the complementary activities of our two Divisions with the acquisitions made in recent years. Together, these initiatives enable us to provide our customers with advanced, unique solutions that blend excellent taste and health benefits. We regard our research, development, technology and innovation as core competencies, a significant advantage, and as one of our internal growth engines. Our research centers continue to invest resources in developing new and innovative added-value products that yield high profit margins, and to partner with leading research institutes, academic institutions and start-ups worldwide. Our research and development efforts will constitute the basis for our continued growth in the coming years and allow us to persevere in providing high added value to our customers. As part of realizing our strategy, this year we launched a new innovation center in Switzerland, which is among the most unique in the field. It will enable us to create, together with our customers, the most advanced solutions in the field of taste and health. This year we also established a new Internet site that is an additional platform for continuing to improve the relationship with our customers and shareholders. To further strengthen Frutarom, we have continued expanding and deepening the managerial infrastructure and team to allow us to sustain our accelerated growth and achieve our ambitious goals. Frutarom’s augmented management is working to realize the synergy and many cross selling opportunities within and between the Divisions and our customers and products, whether existing or added through future acquisitions, while extracting the full range of advantages each acquisition brings with it. To strengthen our global management and infrastructure for activity expansion, in 2007 we continued the implementation of an advanced ERP (Enterprise Resource Planning) system. The process was completed this year at our sites in Switzerland and Israel. To conclude on a personal note, our continued success could not have been achieved without the dedication and work of all of Frutarom’s employees throughout the world and their ongoing quest for creativity and excellence. For this, we would like to acknowledge and thank them. The initiative and excellence of Frutarom’s employees, under the guidance of our experienced global management team, constitute a strong foundation for our continued growth and future success. We are confident that, with the continued contribution of our employees and management and the ongoing support of our board members and our shareholders, we will continue to develop and grow our Company. We will continue to supply innovative, quality, tasty and healthy products to our many loyal customers throughout the world, provide them with excellent service and successfully meet the ambitious goals and challenges ahead of us. Sincerely, Dr. John J. Farber Ori Yehudai Chairman President & CEO The Board of Directors March 17, 2008 TABLE OF CONTENTS SECTION A DESCRIPTION OF THE COMPANY’S BUSINESS SECTION B DIRECTORS REPORT FOR THE PERIOD SECTION C FINANCIAL REPORTS FOR THE PERIOD ENDED DECEMBER 31, 2007 SECTION D ADDITIONAL INFORMATION SECTION A DESCRIPTION OF THE COMPANY'S BUSINESS FORWARD-LOOKING STATEMENTS This report includes statements that are “forward-looking statements.” Forward-looking statements, as defined in the Securities Law – 1968, include forecast estimates or other information relating to future events or circumstances whose occurrence is not certain and which are not solely in the Company’s control. These forward-looking statements can be identified, among others, by the use of terms such as, “believes,” “estimates,” “intends,” “expects,” “plans,” “will” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risk and uncertainty. Forward-looking statements are not guarantees of future performance and the actual results of the Company’s operations, financial conditions and its development, including the realization of its strategy and goals, may be materially different from those described or discussed in this report. Important factors that could cause the actual results of the Company’s activity, financial status and development, including realization of its strategy and goals, to differ materially from those described in this report, include,
Recommended publications
  • Annual Report 2011 Contents
    Annual Report 2011 Contents Overview Sustainable business model 2 Financial highlights 46 Sustainable business model 3 Distinct capabilities 46 – Compliance 4 Our business 47 – Shareholders (2011) 6 Key events of the year 48 – Customers 8 Chairman’s letter 49 – Our people 10 Chief Executive’s review 52 – Suppliers Strategy 52 – Supply chain 53 – Information technology 16 Developing markets 53 – Environment, Health and Safety (EHS) 18 Research and Development 55 – Risk management 26 Health and Wellness 57 – Regulatory 28 Sustainable sourcing of raw materials 30 Targeted customers and segments Corporate governance Performance 60 Corporate governance 60 – Group structure and shareholders 34 Business performance 61 – Capital structure 36 Fragrance Division 62 – Board of Directors 37 – Fine Fragrances 72 – Executive Committee 38 – Consumer Products 75 – Compensation, shareholdings and loans 39 – Fragrance Ingredients 75 – Shareholders’ participation 39 – Research and Development 76 – Change of control and defence measures 40 Flavour Division 77 – Auditors 41 – Asia Pacific 77 – Information policy 42 – Europe, Africa, Middle East (EAME) 78 Compensation report 43 – North America 43 – Latin America Financial report 43 – Research and Development 87 Financial review 90 Consolidated financial statements 95 Notes to the consolidated financial statements 145 Report of the statutory auditors on the consolidated financial statements 146 Statutory financial statements of Givaudan SA 148 Notes to the statutory financial statements 152 Appropriation of available earnings of Givaudan SA 153 Report of the statutory auditors on the financial statements Our Brand: Engaging the Senses Introduction As the leading company in the fragrance and flavour industry, Givaudan develops unique and innovative fragrance and flavour creations for its customers around the world.
    [Show full text]
  • Bank Hapoalim B.M., Tel-Aviv, Israel
    Bank Hapoalim B.M., Tel-Aviv, Israel 2016 Resolution Plan – Public Section Bank Hapoalim B.M. (“Bank Hapoalim”) is a publicly held banking corporation organized and operating under Israeli law, and subject to comprehensive supervision by the Bank of Israel. In the United States, Bank Hapoalim owns (through PCM-HSU Holdings, Inc., a Delaware-incorporated holding company) Hapoalim Securities USA, a Delaware-incorporated SEC-registered broker-dealer that has offices in New York, California, and Florida. Bank Hapoalim also operates Bank Hapoalim B.M. New York Branch (the “Insured Branch”), a New York state-licensed FDIC-insured branch; Bank Hapoalim B.M. Plaza Branch and Bank Hapoalim Americas Tower Branch, New York state-licensed uninsured branches; Bank Hapoalim B.M. Miami Branch, a Florida state-licensed uninsured branch; and Bank Hapoalim B.M. Los Angeles Representative Office, a California state-licensed representative office. Despite the relatively limited size of its US operations, Bank Hapoalim is subject to US resolution planning requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act because it has consolidated assets on a global basis of over $50 billion. Because of the relatively limited size and simplified structure of its US operations, Bank Hapoalim’s initial resolution plan, filed in December 2013, was an abbreviated or “tailored” resolution plan and Banks Hapoalim’s second resolution plan, filed in December 2014, was a brief update to its 2013 plan. Based on their review of the 2014 plan, by letter dated July 24, 2015, the FDIC and the Board of Governors of the Federal Reserve System (the “Agencies”) authorized Bank Hapoalim to file a resolution plan that focuses solely on (i) material changes to its 2014 resolution plan; (ii) any actions taken to strengthen the effectiveness of its plan; and (iii) its strategy for ensuring that the Insured Branch will be adequately protected from risks arising from the activities of Bank Hapoalim’s nonbank subsidiaries.
    [Show full text]
  • 2020 Governance, Compensation and Financial Report Ements
    Governance, Compensation and Financial Report 2020 Governance, Compensation Governance report and Financial Report As part of our reporting suite, this stand-alone document contains the full details of our governance and compensation policies as well as the details of our financial performance. Compensation Compensation report An overview can be found in the Integrated Annual Report. Consolidated Consolidated report financial Statutory report financial Table of contents 3 Governance report 22 Compensation report 38 Consolidated financial report 102 Statutory financial report Appendix 114 Appendix Governance Report In this section 4 Group structure and shareholders 5 Capital structure 7 Board of Directors 16 Executive Committee 19 Compensation, shareholdings and loans 19 Shareholders’ participation 20 Change of control and defence measures 20 Auditors 21 Information policy Givaudan – 2020 Governance, Compensation and Financial Report 4 Corporate governance Governance report Ensuring proper checks and balances 1. Group structure and shareholders The Governance report is aligned with 1.1 Group structure 1.1.1 Description of the issuer’s operational Group structure international standards and has been prepared Givaudan SA, the parent company of the Givaudan Group, with its registered corporate headquarters at 5 Chemin de la Parfumerie, 1214 Vernier, Switzerland (‘the Company’), is a in accordance with the ‘Swiss Code of Obligations’, ‘société anonyme’, pursuant to art. 620 et seq. of the Swiss Code of Obligations. It is listed on Compensation Compensation report the ‘Directive on Information Relating to the SIX Swiss Exchange under security number 1064593, ISIN CH0010645932. Corporate Governance’ issued by the SIX Swiss The Company is a global leader in its industry. Givaudan operates around the world and has two principal businesses: Taste & Wellbeing and Fragrance & Beauty, providing customers Exchange and the ‘Swiss Code of Best Practice for with compounds, ingredients and integrated solutions.
    [Show full text]
  • New Launches News
    the scent post A MONTHLY UPDATE ON THE LATEST FRAGRANCE NEWS new launches top new videos poison girl roller pearl | DIOR les merveilleuses ladurée arizona coco mademoiselle intense english fields LADURÉE PROENZA SCHOULER CHANEL JO MALONE NEW FRAGRANCE NEW FRAGRANCE RANGE EXTENSION LIMITED EDITION news arizona | PROENZA SCHOULER elevator music hermè s creates a sense of miller harris’ concept meta cacti the fragrance created by ritual around its scents store heightens the by chiaozza byredo and off-white senses in canary wharf x régime des fleurs x | brrch floral coco mademoiselle edp intense CHANEL FRAGRANCE NEWS hermessence Hermès creates a sense of ritual around its scents Fashion house Hermès is expanding its perfume offering with a new range consisting of eaux de toilette and essences de parfum scents. Part of its Hermessence collection, the oil-based essences de parfum mark a departure for the brand, which has until now only created the lighter eaux de toilette. Intended to be worn either as a base for other fragrances or on their own, the fragrances add an additional layer to the ritual of putting on perfume, an idea explored in the Multisensory Beauty microtrend. The musk-based scent profiles, Cardamusc and Musc Pallida, draw on cardamom and iris oils, both of which are known for their wellness properties, including use as a decongestant. In line with Psychoactive Scents, as the wellness and beauty sectors become increasingly entwined, brands are exploring new ways to combine the properties of essential oils with high-end scents. FRAGRANCE NEWS miller harris’ concept store heightens the senses A very vibrant force has landed in Cabot Place, Canary Wharf.
    [Show full text]
  • Fact Sheet:Middle East and Africa ESG Screened Index Equity Sub
    EMEA_INST Managed Pension Funds Limited Middle East and Africa ESG Screened Index Equity Sub-Fund Equities 30 June 2021 Fund Objective Performance ® The Sub-Fund aims to track the FTSE Developed Annualised Fund Benchmark Difference Middle East and Africa ex Controversies ex CW 1 Year (%) 23.30 23.28 0.01 Index, or its recognised replacement or equivalent. 3 Year (%) 4.75 4.84 -0.09 Investment Strategy 5 Year (%) 0.78 0.89 -0.11 The Sub-Fund primarily invests at all times in a Since Inception (%) 4.04 4.18 -0.14 sample of equities constituting the Index with such other securities as MPF shall deem it necessary Cumulative to capture the performance of the Index. Stock 3 Month (%) 11.54 11.51 0.04 index futures can be used for efficient portfolio 1 Year (%) 23.30 23.28 0.01 management. 3 Year (%) 14.95 15.24 -0.29 The following are excluded by the index provider from the index: Controversies (as defined by the ten 5 Year (%) 3.96 4.52 -0.56 principles of the UN Global Compact); Controversial Since Inception (%) 65.75 68.57 -2.81 weapons (including chemical & biological weapons, cluster munitions and anti-personnel landmines). Calendar 2021 (year to date) 9.74 9.71 0.03 Benchmark 2020 -1.28 -1.47 0.19 FTSE Developed Middle East and Africa ex 2019 10.82 11.07 -0.24 Controversies ex CW Index 2018 -0.47 -0.12 -0.35 Structure 2017 -10.77 -10.66 -0.12 Limited Company Past performance is not a guarantee of future results.
    [Show full text]
  • Public Companies Profiting from Illegal Israeli Settlements on Palestinian Land
    Public Companies Profiting from Illegal Israeli Settlements on Palestinian Land Yellow highlighting denotes companies held by the United Methodist General Board of Pension and Health Benefits (GBPHB) as of 12/31/14 I. Public Companies Located in Illegal Settlements ACE AUTO DEPOT LTD. (TLV:ACDP) - owns hardware store in the illegal settlement of Ma'ale Adumim http://www.ace.co.il/default.asp?catid=%7BE79CAE46-40FB-4818-A7BF-FF1C01A96109%7D, http://www.machat.co.il/businesses.php, http://www.nytimes.com/2007/03/14/world/middleeast/14israel.html?_r=3&oref=slogin&oref=slogin&, http://investing.businessweek.com/research/stocks/snapshot/snapshot.asp?ticker=ACDP:IT ALON BLUE SQUARE ISRAEL LTD. (NYSE:BSI) - has facilities in the Barkan and Atarot Industrial Zones and operates supermarkets in many West Bank settlements www.whoprofits.org/company/blue- square-israel, http://www.haaretz.com/business/shefa-shuk-no-more-boycotted-chain-renamed-zol-b-shefa-1.378092, www.bsi.co.il/Common/FilesBinaryWrite.aspx?id=3140 AVGOL INDUSTRIES 1953 LTD. (TLV:AVGL) - has a major manufacturing plant in the Barkan Industrial Zone http://www.unitedmethodistdivestment.com/ReportCorporateResearchTripWestBank2010FinalVersion3.pdf (United Methodist eyewitness report), http://panjiva.com/Avgol-Ltd/1370180, http://www.haaretz.com/print-edition/business/avgol- sees-bright-future-for-nonwoven-textiles-in-china-1.282397 AVIS BUDGET GROUP INC. (NASDAQ:CAR) - leases cars in the illegal settlements of Beitar Illit and Modi’in Illit http://rent.avis.co.il/en/pages/car_rental_israel_stations, http://www.carrentalisrael.com/car-rental- israel.asp?refr= BANK HAPOALIM LTD. (TLV:POLI) - has branches in settlements; provides financing for housing projects in illegal settlements, mortgages for settlers, and financing for the Jerusalem light rail project, which connects illegal settlements with Jerusalem http://www.haaretz.com/print-edition/business/bank-hapoalim-to-lead-financing-for-jerusalem-light-rail-line-1.97706, http://www.whoprofits.org/company/bank-hapoalim BANK LEUMI LE-ISRAEL LTD.
    [Show full text]
  • Domestically Owned Versus Foreign-Owned Banks in Israel
    Domestic bank intermediation: domestically owned versus foreign-owned banks in Israel David Marzuk1 1. The Israeli banking system – an overview A. The structure of the banking system and its scope of activity Israel has a highly developed banking system. At the end of June 2009, there were 23 banking corporations registered in Israel, including 14 commercial banks, two mortgage banks, two joint-service companies and five foreign banks. Despite the spate of financial deregulation in recent years, the Israeli banking sector still plays a key role in the country’s financial system and overall economy. It is also highly concentrated – the five main banking groups (Bank Hapoalim, Bank Leumi, First International Bank, Israel Discount Bank and Mizrahi-Tefahot Bank) together accounted for 94.3% of total assets as of June 2009. The two largest groups (Bank Leumi and Bank Hapoalim) accounted for almost 56.8% of total assets. The sector as a whole and the large banking groups in particular are organised around the concept of “universal” banking, in which commercial banks offer a full range of retail and corporate banking services. Those services include: mortgages, leasing and other forms of finance; brokerage in the local and foreign capital markets; underwriting and investment banking; and numerous specialised services. Furthermore, until the mid-1990s, the banking groups were deeply involved in non-financial activities. However, a law passed in 1996 forced the banks to divest their controlling stakes in non-financial companies and conglomerates (including insurance companies). This development was part of a privatisation process which was almost completed in 2005 (with the important exception of Bank Leumi).
    [Show full text]
  • A Description and Analysis of the Implementation of the Concentration Law and Its Economic
    A Description and Analysis of the Implementation of the Concentration Law and Its Economic Impact on the Israeli Economy Written by: Noam Botosh, Economist | Approved by: Ami Tzadik, Head of the Budgetary Control Department Date: February 25rd 2020 Economic Review www.knesset.gov.il/mmm Knesset Research and Information Center 1 | A Description and Analysis of the Implementation of the Concentration Law and Its Economic Impact on the Israeli Economy Summary This review was written at the request of MK Ofer Shelah, and it addresses the implementation of the Law for Promotion of Competition and Reduction of Concentration, 5774-2013 (herein, "the Concentration Law" or "the Law") and provides a preliminary analysis of the Law's impact on the Israeli economy. A Bank of Israel study from 2009 about business groups showed that, compared to other developed countries, the level of concentration in Israel is high, as reflected in the number of existing business groups, and that these groups possess high levels of financial leverage. The study suggested that this structure of business groups may constitute a risk to Israel's financial stability due to the groups' size and complexity. In October 2010, the Committee on Increasing Competitiveness in the Economy was established in order to examine general market competitiveness in Israel—mainly due to the existence of large business groups— and to recommend possible policy tools to promote market competitiveness. According to the committee's interim report, which was published in October 2011, the ownership structure of public companies in Israel is centralized, and the committee identified a phenomenon of large business groups controlling a large share of real and financial assets.
    [Show full text]
  • 44644 Report 4C Pgs Interior.Indd
    First and foremost, we are committed to delivering quality, affordable healthcare products that improve 2008 ANNUAL REPORT T H E R I G H T P L A C E . Y . T H E R I G H P A N the quality of people’s lives. T T I M E . T H E R I G H T C O M 515 Eastern Avenue Allegan, Michigan 49010 (269) 673-8451 www.perrigo.com 2008 ANNUAL REPORT ©2008 Perrigo Company. All rights reserved. Shareholder Information Directors Executive Offi cers Independent Accountants Joseph C. Papa Through fi scal 2008, Chairman, President and BDO Seidman, LLP Chief Executive Offi cer Grand Rapids, Michigan Judy L. Brown Commencing fi scal 2009, Executive Vice President and Ernst & Young, LLP Chief Financial Offi cer Grand Rapids, Michigan Thomas M. Farrington Senior Vice President and Chief Fiscal 2008 Cash Information Offi cer Dividend Data John T. Hendrickson Fiscal Record Payable Per Share Executive Vice President, Global Quarter Date Date Amount Operations and Supply Chain 1st 8/24/07 9/18/07 $0.045 Moshe Arkin Laurie Brlas Gary M. Cohen Todd W. Kingma Former Vice Chairman, Senior Vice President, Executive Vice President, Executive Vice President, 2nd 11/23/07 12/18/07 $0.050 Perrigo Company Chief Financial Offi cer Becton, Dickinson and Company General Counsel and Secretary Director since 2005 and Treasurer, Director since 2003 3rd 2/22/08 3/18/08 $0.050 Cleveland-Cliffs, Inc. Sharon Kochan Director since 2003 Executive Vice President, U.S. Generics 4th 5/25/08 6/20/08 $0.050 Refael Lebel Executive Vice President and President, Perrigo Israel Shareholder Account Information Jeffrey R.
    [Show full text]
  • Certificate of Conformity with Ifra Standards
    Page 1 ( 3 ) Issue date: 19/11/2020 Version: 1 (14/08/2020) CERTIFICATE OF CONFORMITY WITH IFRA STANDARDS This Certificate assesses the conformity of the fragrance mixture with IFRA Standards and provides restrictions for use as necessary. It is based only on those materials subject to IFRA Standards for the toxicity endpoints described in each Standard. This Certificate does therefore not replace a comprehensive safety assessment of the fragrance mixture. CERTIFICATE DELIVERED TO: JUSTASOAP SCOPE OF THE CERTIFICATE: COOL ANGEL FRAGRANCE OIL (RL) COMPULSORY INFORMATION: We certify that the above mixture is in compliance with the Standards of the INTERNATIONAL FRAGRANCE ASSOCIATION (IFRA), up to and including the 49th Amendment to the IFRA Code of Practice (published January 2020), provided it is used in the following categories at a maximum concentration level of: IFRA Categories [see Annex 1 below for details] Maximum Level of use (%) IFRA Category 1 Not approved IFRA Category 2 3.93% IFRA Category 3 1.73% IFRA Category 4 53.33% IFRA Category 5A 17.33% IFRA Category 5B 3.42% IFRA Category 5C 3.42% IFRA Category 5D 1.15% IFRA Category 6 Not approved IFRA Category 7A 3.42% IFRA Category 7B 3.42% IFRA Category 8 1.15% IFRA Category 9 6.66% IFRA Category 10A 6.66% IFRA Category 10B 27.55% IFRA Category 11A 1.15% IFRA Category 11B 1.15% IFRA Category 12 Not limited For other kinds of application or use at higher concentration levels, a new evaluation can be needed; please contact Just a Soap. ADDITIONAL INFORMATION ABOUT INGREDIENTS Information
    [Show full text]
  • Delek Subsidiary, Phoenix, Signs MOU with Bank Hapoalim to Acquire 25% of an Israeli Credit Card Company
    Delek Subsidiary, Phoenix, Signs MOU with Bank Hapoalim to Acquire 25% of an Israeli Credit Card Company Tel Aviv, March 11th 2007, Delek Group (TASE: DLEKG) announced today that its subsidiary company The Phoenix Holdings Ltd. (“the Phoenix”), reported that on March 9th 2007 they signed a Memorandum of Understanding with Bank Hapoalim Ltd. (“Bank Hapoalim”), according to which the Phoenix will acquire 25% of total issued share capital of Isracard Ltd. and Europay (Eurocard) Israel Ltd. (“the Companies”). The Companies are fully controlled by Bank Hapoalim. Please find attached below a translation of the detailed press release as issued today by the Phoenix: Phoenix Holdings Ltd. (“the Company”) announces that on 9th March 2007 they signed a memorandum of understanding with Bank Hapoalim Ltd. (“Bank Hapoalim”), according to which the Phoenix will acquire 25% of total issued share capital of Isracard Ltd. and Europay (Eurocard) Israel Ltd. (“the Companies”), that are currently fully controlled by Bank Hapoalim, and Phoenix will be entitled to representation on the Board of Directors, as agreed in the Memorandum of Understanding. The Company will pay a total consideration based on a combined Companies value of NIS 2.55 billion, subject to adjustments for dividend distributions, if, and so long as, the dividends are distributed prior to the date of the completion and execution of the transaction. Should the Companies complete an Initial Public Offering (“IPO”) within the next 15 months, the combined value of the Companies will be amended to reflect 90% of the Companies' IPO value, if and only in the situation where the valuation of the Companies at IPO is above the combined value of NIS2.7 billion.
    [Show full text]
  • Bank Hapoalim BM, Tel-Aviv, Israel 2013 Resolution Plan
    Bank Hapoalim B.M., Tel-Aviv, Israel 2013 Resolution Plan – Public Section I. Executive summary – 12 C.F.R. §§ 243.8(c), 381.8(c) Bank Hapoalim is a publicly held banking corporation organized and operating under Israeli law, and subject to comprehensive supervision by the Bank of Israel. With total assets of over $100 billion,1 it is one of the largest banking groups in Israel, and conducts a variety of banking, financial and non- banking activities through over 250 offices in Israel and in more than a dozen other countries. In the United States, Bank Hapoalim owns (through PCM-HSU, a Delaware-incorporated holding company) HSUSA, a Delaware-incorporated SEC-registered broker-dealer that has offices in New York, California, and Florida. Bank Hapoalim also operates a New York state-licensed FDIC-insured branch, two New York state-licensed uninsured branches, a Florida state-licensed uninsured branch, and a California state-licensed representative office which began operations on December 16, 2013. These US operations have combined assets of approximately $9 billion. Despite the relatively limited size of its US operations, Bank Hapoalim is subject to US resolution planning requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act because it has consolidated assets on a global basis of over $50 billion. However, although it is therefore classified as a foreign-based covered company subject to these requirements, Bank Hapoalim is eligible to file an abbreviated or “tailored” resolution plan by virtue of the size and structure of its US operations. In addition to being able to file a tailored plan, Bank Hapoalim also has determined, consistent with the Regulations and applicable guidance, that it has no critical operations, core business lines, or material entities that are located in the United States or conducted in whole or material part in the United States.
    [Show full text]