EXHIBIT 19
TRANSLATION FROM THE ORIGINAL HEBREW
SHARE SALE CONTRACT
DRAWN UP AND SIGNED IN TEL-AVIV ON SEPTEMBER 30, 2009
BETWEEN: SUNY ELECTRONICS LTD.
of 48 Xxx Xxxxxx Xxxxx Street
Segula Industrial Zone
Petach Tikva, Israel
(hereinafter: "SUNY")
OF THE FIRST PART;
AND: YASHIR PROVIDENT FUND MANAGEMENT LTD.
of 00 Xxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxxx
(hereinafter: "YESHIR MANAGEMENT")
OF THE SECOND PART;
WHEREAS Suny holds the Scailex Shares Being Sold (as this term is defined
hereunder);
AND WHEREAS Suny desires to sell and transfer the Scailex Shares Being Sold
to Yashir Management, and to receive the Partner Shares Being
Sold (as this term is defined hereunder) from Yashir Management
in consideration thereof, and Yashir Management desires to
acquire and receive the Scailex Shares Being Sold from Suny and
to sell and transfer the Partner Shares Being Sold to Suny in
consideration thereof, all in the manner and under the conditions
as specified in this contract;
WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:
1. RECITALS, WARRANTS, APPENDICES AND HEADINGS
1.1 The recitals to this Contract, the warrants of the parties thereto and
the appendices attached thereto constitute an integral part thereof.
1.2 The clause headings in this Contract, and the division thereof into
clauses were intended solely for the sake of the reader's convenience
and orientation, and no use may be made thereof for the purpose of
interpreting this Contract.
2. DEFINITIONS
In this Contract, the following expressions shall have the meanings defined
alongside them, unless the context dictates otherwise.
2.1 "THE TASE" - The Tel-Aviv Stock Exchange Ltd.
2.2 "LAW" - As this term is defined in the Interpretation Act,
5741 - 1981.
2.3 "THE COMPANY" - Scailex Corporation Ltd., public company no.
00-000000-0, a public company whose shares are traded
on the TASE.
2.4 "THE EXECUTION The date scheduled for the transfer of the Scailex
DATE" - Shares Being Sold to Yashir Management and for the
transfer of the Partner Shares Being Sold to Suny,
pursuant to the provisions specified hereunder in
clause 8 of this Contract. The parties hereby agree
to schedule the Execution Date on the seventh day
after the fulfillment of the last of the suspending
conditions prescribed hereunder in clause 7.
2.5 "THE SCAILEX 1,087,871 ordinary shares of NIS 0.12 par value each,
SHARES BEING of the Company, constituting about 3.9% of the
SOLD" - Company's issued and paid-up share capital (not
including dormant shares), which are being sold to
Yashir Management pursuant to the provisions of this
Contract.
2.6 "THE PARTNER 1,020,926 ordinary shares of NIS 0.01 par value each,
SHARES BEING of Partner Communications Ltd., a public company
SOLD" - incorporated in Israel (hereinabove and hereinafter:
"PARTNER"), which constitute about 0.66% of Partner's
issued and paid-up share capital (not including
treasury shares), which are being sold to Suny
pursuant to the provisions of this Contract.
2.7 "FREE AND Free and clear of any debt, attachment, lien and/or
CLEAR" - other right of any kind or type of any third party.
3. [voided]
4. SUNY'S WARRANTS AND COVENANTS
Suny hereby warrants and covenants to Yashir Management as follows:
4.1 Suny is a public company limited in shares, duly incorporated in
Israel, and the sole owner and holder of all of the Scailex Shares
Being Sold, which constitute about 3.9% of the Company's issued and
paid-up share capital (not including dormant shares).
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4.2 All of the Scailex Shares Being Sold, which shall be transferred to
Yashir, are fully paid-up and Free and Clear, except for a lien in
favor of Mizrahi Tefahot Bank Ltd. ("XXXXXXX XXXX"), which Suny
covenants to remove by the Execution Date, in such manner that all of
the Scailex Shares Being Sold shall be Free and Clear on the Execution
Date.
4.3 Suny has the full authority to engage in this Contract and to perform
all of its covenants pursuant thereto; all of the approvals required
on its part by its competent organs shall be obtained by the Execution
Date; and, subject to the provisions of clause 7 hereunder, there is
no legal, contractual or other prohibition that could prevent it from
engaging in this Contract and performing all of its covenants pursuant
thereto; and this Contract, upon being signed by Suny, constitutes its
binding and valid covenant, subject to the fulfillment of the
suspending conditions.
4.4 Suny is aware that the Partner Shares Being Sold are not registered
for trading on the TASE.
4.5 Suny is aware that, in accordance with and subject to the orders of
the Ministry of Communication, there is a restriction on the sale of
the Partner Shares Being Sold to an entity other than an "Israeli
entity," as this term is defined in the General License Issued to
Partner for the Provision of Mobile Radio Telephone (MRT) Services.
4.6 The representations, warrants and covenants made and given by Suny in
the above clauses 4.1 through 4.5 are correct and complete on the
signing date of this Contract, and they shall remain as such on the
Execution Date as well, as if made and given by it on the Execution
Date and in relation to that date.
5. YASHIR MANAGEMENT'S WARRANTS
Yashir Management hereby warrants and covenants to Suny as follows:
5.1 Yashir Management is a private company limited in shares, duly
incorporated in Israel, and the sole owner and holder of all of the
Partner Shares Being Sold, which constitute about 0.66% of Partner's
issued and paid-up share capital (not including treasury shares).
5.2 All of the Partner Shares Being Sold shall be transferred to Suny
being Free and Clear.
5.3 Yashir Management has the full authority to engage in this Contract
and to perform all of its covenants pursuant thereto; all of the
approvals required on its part by its competent organs shall be
obtained by the Execution Date; and, subject to the provisions of
clause 7 hereunder, there is no legal or other prohibition that could
prevent it from engaging in this Contract and performing all of its
covenants pursuant thereto.
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5.4 The representations, warrants and covenants made and given by Yashir
Management in the above clauses 5.1 through 5.3 are correct and
complete on the signing date of this Contract, and they shall remain
as such on the Execution Date as well, as if made and given by it on
the Execution Date and in relation to that date.
6. COVENANT FOR THE SALE AND ACQUISITION OF THE SCAILEX SHARES BEING SOLD AND
THE SALE AND ACQUISITION OF THE PARTNER SHARES BEING SOLD
6.1 Suny covenants that it shall sell and transfer all of the Scailex
Shares Being Sold to Yashir Management on the Execution Date, in an
off-floor transaction, at the price of NIS 61 per 1 par value share,
out of the Scailex Shares Being Sold, and for the consideration of the
inclusive sum of NIS 66,360,131, with the Scailex Shares Being Sold
being "Free and Clear," and Yashir Management covenants that it shall
sell and transfer all of the Partner Shares Being Sold to Suny on the
Execution Date, in an off-floor transaction, at the price of NIS 65
per 1 par value share, out of the Partner Shares Being Sold, and for
the consideration of the inclusive sum of NIS 66,360,131, with the
Partner Shares Being Sold being "Free and Clear."
6.2 Subject to the Closing of the Transaction (as this term is defined
hereunder), Yashir Management shall be entitled to the rights attached
to the Scailex Shares Being Sold as of the signing date of this
agreement, and Suny shall be entitled to the rights attached to the
Partner Shares Being Sold as of the signing date of this agreement.
6.3 Suny shall be entitled to the rights attached to the Partner Shares
Being Sold as of the signing date of this agreement.
6.4 Suny covenants that, during the period up until December 31, 2009, it
shall not acquire Partner shares of the same class as the Partner
Shares Being Sold from any third party, according to a pricing that is
more favorable to the selling third party than the pricing at which
the Partner Shares Being Acquired are being acquired by Suny pursuant
to the provisions of this Contract.
7. SUSPENDING CONDITIONS
7.1 The consummation of the transaction, the sale of the Scailex Shares
Being Sold and the Sale of the Partner Shares Being Sold pursuant to
this Contract ("THE CLOSING OF THE TRANSACTION") are contingent upon
the fulfillment of all of the following suspending conditions by the
Execution Date:
7.1.1 Receipt by Suny of the confirmations of the removal of the
Xxxxxxx Xxxx.
7.1.2 Approval of the transaction that is the subject of this Contact
by all of Suny's competent organs, from which such approval is
required.
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7.1.3 Approval of the transaction that is the subject of this Contact
by all of Yashir Management's competent organs, from which such
approval is required.
7.1.4 The receipt of the Ministry of Communication's approval for the
transfer of the Partner Shares Being Sold from Yashir Management
to Suny.
7.2 If all of the suspending conditions are not fulfilled by November 30,
2009, and the parties did not agree to extend the said deadline by an
additional period, this contract shall be voided, and, upon the
voidance thereof, the parties shall not have any claim or allegation
of any kind or type against each other.
8. THE EXECUTION DATE
8.1 At 11:00 a.m. on the Execution Date ("THE EXECUTION DATE"), the
parties shall convene at the offices of Xxxxx Xxxxxxx & Co., lawyers,
at 3 Xxxxxx Xxxxxx Street, in Tel-Aviv, and, at that time, Suny shall
transfer the Scailex Shares Being Sold to Yashir Management's
ownership and Yashir Management shall transfer the Partner Shares
Being Sold to Suny's ownership, with the Scailex Shares Being Sold and
the Partner Shares Being Sold being fully paid-up and Free and Clear.
8.2 The following operations shall be carried out by the parties at the
time of the Execution:
8.2.1 Each of the parties, as the case may be, shall deliver the
documents or approvals to the other party that attest to the
fulfillment of the suspending conditions specified above in
clause 7, to the extent that they concern it.
8.2.2 Suny shall transfer the Scailex Shares Being Sold to Yashir
Management and Yashir Management shall transfer the Partner
Shares Being Sold to Suny, by way of off-floor transactions, as
follows:
(a) Suny shall transfer the Scailex Shares Being Sold to Yashir
Management's account with a TASE member, the particulars of
which Yashir Management shall furnish in writing to Suny at
least two (2) business days prior to the Execution Date
("YASHIR MANAGEMENT'S ACCOUNT").
(b) Yashir Management shall transfer the Partner Shares Being
Sold to Yashir Management's account with a TASE member, the
particulars of which Suny shall furnish in writing to Yashir
Management at least two (2) business days prior to the
Execution Date ("SUNY'S ACCOUNT").
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8.2.3 Suny shall deliver bank confirmations to Yashir Management that
attest to the transfer of the Scailex Shares Being Sold to Yashir
Management's Account and Yashir Management shall deliver bank
confirmations to Suny that attest to the transfer of the Partner
Shares Being Sold to Yashir Management's Account.
8.2.4 All of the documents required pursuant to the Partner
shareholder agreements and pursuant to Partner's Articles of
Association shall be signed for the purpose of the transfer of
the Partner Shares Being Sold to Suny's ownership.
8.3 All of the aforesaid operations shall be carried out as a single
operation, and any operation performed shall be invalid if all of the
operations are not performed at one and the same time.
9. TAXES AND PAYMENTS
9.1 Each party shall solely bear its own expenses relating to this
Contract and all that deriving from it, including, without derogating
from the general purport of that stated, the payment of the expenses
of lawyers' and consultants' fee.
9.2 Value added tax, which shall apply, to the extent that it shall apply,
to each payment prescribed in this agreement and/or deriving from it
and/or involving it, shall apply to the party paying it and shall be
paid on the compulsory date for the payment thereof to the V.A.T.
Authorities, against a duly prepared tax invoice to be issued by the
recipient of the payment.
9.3 Income tax and/or capital gains tax that shall apply, if any, to the
sale of the Scailex Shares Being Sold to Yashir Management pursuant to
this Contract, shall apply to Suny and shall be paid by it.
9.4 Income tax and/or capital gains tax that shall apply, if any, to the
sale of the Partner Shares Being Sold to Suny pursuant to this
Contract, shall apply to Yashir Management and shall be paid by it.
10. GENERAL PROVISIONS
10.1 NOTICES TO THE PUBLIC
A party obligated by law (according to the advice of its legal
advisors) to issue a publication or notice or disclosure to the public
regarding the provisions of this Contract or the transactions that are
the subject of this Contract shall inform the other party and shall
deliver the wording of the publication or the notice to the other
party and enable it a way to comment on such publication and in a
reasonable length of time under the circumstances.
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10.2 ASSIGNMENT
This Contract and the parties' rights and obligations pursuant thereto
are not assignable by any party without receiving the prior written
consent of the other party.
10.3 NOTICES
Any notice and/or warning due to any matter driving from this
Contract, which shall be sent from one party to the other by
registered mail according to the addresses specified in the recitals
to this Contract (or to any other address advised by written notice to
the other parties pursuant to the provisions of this clause 10.3)
shall be deemed as having been received by the addressee three (3)
business days after its dispatch at the post office for mailing by
registered mail, and on the first business day after the time of its
transmission by facsimile (according to the facsimile numbers
specified hereunder), and, if personally delivered - at the time of
the delivery thereof.
SUNY:
Suny Electronics Ltd.
Attn: Mr. Ilan Ben Dov, Chairman
Fax: + 000-0-0000000
with a copy to Adv. Xxxxx Xxxxxxx,
of the law firm of Xxxxx Xxxxxxx & Co.
0 Xxxxxx Xxxxxx Xxxxxx, Xxx-Xxxx Xxxxxx
Fax: + 000-0-0000000
YASHIR MANAGEMENT:
Attn: Xxxxx Xxxxxx-Xxxxx, Senior Investment Manager
Fax: + 000-0-0000000
10.4 UNENFORCEABLE/INVALID PROVISIONS
Should it be determined that one of the provisions of the Contract is
unenforceable and/or invalid for any reason whatsoever, this shall not
suffice to adversely impact the rest of the provisions of the
Contract, and the parties shall take action in order to implement the
Contract literally and as intended, including the replacement of the
unenforceable and/or invalid provision as stated with an alternate
provision, the result and action of which are essentially the same,
and the economic results of which are the same in terms of the parties
to this Contract.
10.5 AMENDMENT; WAIVER
Any amendment of the conditions of this Contract shall be valid only
if drawn up in writing and signed by all of the parties.
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Any waiver or extension given by one party to this Contract to the
other in a particular instance shall not constitute a precedent and/or
infer by analogy in a similar and/or different and/or other instance.
If one of the parties did not enforce, or enforced after a delay, any
of the rights vested it pursuant to this Contract and/or by virtue of
the law in a particular instance or in a series of instances, this
shall not be deemed a waiver of the said right or of any other rights.
10.6 LAW AND JURISDICTION
The laws of the State of Israel shall apply solely, exclusively and
absolutely to this Contract and to any matter pertaining to the
Contract and deriving from it, including, without prejudice to the
general purport of that stated above, the interpretation thereof
and/or the execution thereof and/or a breach thereof and/or the
validity thereof and/or the legality thereof and/or the termination
thereof, etc.
The competent courts in Tel-Aviv - Jaffa and solely the competent
courts in Tel-Aviv - Jaffa shall have exclusive residual jurisdiction
in relation to any matter deriving from and relating to this Contract.
10.7 COPIES; SIGNATURES BY FAX
This Contract can be signed in a number of copies, including signing
via fax, with each of them being deemed an original copy, but all of
them together shall be deemed a single copy of that same document.
10.8 INTERPRETATION
The parties to this Contract participated jointly in negotiations and
in the drafting of this Contract. In the event of ambiguity or a
question in relation to the intention or interpretation of any clause,
this contract shall be interpreted as having been drafted by all of
the parties, and no conclusion shall be drawn and no duty of proof
shall be imposed in favor or against any party due to any provision in
the Contract being drafted by that party.
10.9 ADDITIONAL ACTIONS
The Parties shall take all of the additional steps (including the
rendering of payments, the bearing of expenses, the signing of
additional documents and the issuance of any approval/confirmation)
that shall be required for the purpose of implementing and executing
this Agreement literally and as intended.
AND IT WITNESS HERETO THE PARTIES HAVE SIGNED:
/s/ /s/
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YASHIR PROVIDENT FUND MANAGEMENT LTD. SUNY ELECTRONICS LTD.
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I, the undersigned, , Adv., do hereby I, the undersigned, , Adv., do hereby
certify the signatures of certify the signatures of
Messrs. _____________ and _____ on Messrs. _____________ and _____ on
behalf of Yashir Management, and that behalf of Suny, and that all approvals
all approvals required by all of Yashir required by all of Suny's competent
Management's competent organs have been organs have been received for Suny's
received for Yashir Management's engagement in this Contract and for
engagement in this Contract and for the the execution of its covenants
execution of its covenants pursuant pursuant - 9 - thereto, and that the
thereto, and that the above signature above signature is a lawful signature
is a lawful signature of Yashir of Suny, which is binding upon Suny
Management, which is binding upon for all intents and purposes relating
Yashir Management for all intents and to this Contract.
purposes relating to this Contract.
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, Adv.
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, Adv.
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