In May 2017, the Israeli Securities Law was amended (Amendment 63) with the goal of making the Tel Aviv Stock Exchange (TASE) more competitive, efficient and profitable, by changing its ownership structure. This change of ownership structure will allow private investors, in addition to institutional investors, to acquire means of control over TASE.

Recently, TASE entered into an agreement with Manikay Partners (an investment adviser registered with the US Securities and Exchange Commission with expertise in investments in stock exchanges that undergo structural changes) for its purchase of approximately 19.99% of TASE's shares. Manikay Partners undertook to locate additional investors to purchase an additional 51.8% of TASE's shares. The additional investors that Manikay Partners identified and which will participate in the transaction are Australian pension fund Sunsuper PTY, Moelis Australia Asset Management, Danish philanthropic foundation Novo Nordisk Foundation, and US investment firm Dalton Investments.

A purchase of means of control exceeding 5% of TASE's share capital requires a permit from the Israel Securities Authority (ISA). The transaction was structured so that:

  • the purchasers obtained a holding permit from the ISA for their acquisition of approximately 72% of TASE's shares; and
  • a trust mechanism was created for facilitating the acquisition.

According to the agreement, each purchaser will directly hold up to 4.99% of the TASE shares, with the balance being held by a designated trustee. The shares held by the trustee consist of approximately 30% of the TASE share capital and will be sold in a public offering in the near future. The trustee obtained a special shareholding permit from the ISA to act as a trustee for such shares.

The transaction is innovative and unique as, for the first time since 1953, TASE is undergoing a major change of ownership structure. Until now, TASE was owned by its members, which comprised 23 Israeli and foreign institutional investors. The sale of TASE's means of control to private investors can be viewed as a privatisation of sorts, as it is the only stock exchange in Israel and is widely viewed as a 'national asset.' This is the first time that the ISA has granted permits to private investors and a trustee to hold TASE shares.

For further information on this topic please contact Shoney Albeck, Michal Nissani Josefson or Yotam Kleiman at Fischer Behar Chen Well Orion & Co by telephone (+972 3 694 4111) or email (salbeck@fbclawyers.com, mnissani@fbclawyers.com or ykleiman@fbclawyers.com). The Fischer Behar Chen Well Orion & Co website can be accessed at www.fbclawyers.com.

This article was first published by the International Law Office, a premium online legal update service for major companies and law firms worldwide. Register for a free subscription.