Below is the immediate report submitted to the Israeli Securities Authority ("ISA") and the
Tel-Aviv Stock Exchange 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
25 HaShaish St., Haifa 26110
Tel: +972-4-846 2462, Fax: +972-4-872 2517, www.frutarom.com
Email: kbenari@frutarom.com
May 7, 2012
|
Israeli Securities Authority |
Tel Aviv Stock Exchange Ltd. |
Immediate Report on the Status of Related Parties Holdings
Regulation 33(c) of the Securities Regulations (Periodic and Immediate Reports), 1970.
a. Related Parties Holdings as at April 30, 2012:
|
# |
Holder's Name |
Security name and class |
Current balance of security |
Holding % |
Holding % (fully diluted) |
||
|
Equity |
Voting |
Equity |
Voting |
||||
|
1. |
Clal Finance Ltd. |
Ordinary |
115,391 |
0.20% |
0.20% |
0.20% |
0.20% |
|
2. |
Clal Insurance Enterprises Ltd. |
Ordinary |
2,257,482 |
3.90% |
3.94% |
3.83% |
3.83% |
|
3. |
Clal Insurance Enterprises Ltd. |
Ordinary |
2,782,856 |
4.81% |
4.86% |
4.73% |
4.73% |
|
4. |
Goodman∓Company, Investment Counsel Ltd |
Ordinary |
3,278,404 |
5.67% |
5.73% |
5.56% |
5.56% |
|
5. |
Frutarom Trust Ltd. |
Ordinary |
562,391 |
0.97% |
0.00% |
0.00% |
0.00% |
|
6. |
ICC Industries Inc. |
Ordinary |
21,358,034 |
36.93% |
37.32% |
36.22% |
36.22% |
|
7. |
John J. Farber |
Ordinary |
48,888 |
0.08% |
0.09% |
0.08% |
0.08% |
|
8. |
Ori Yehudai |
Ordinary |
466,567 |
0.81% |
0.81% |
2.12% |
2.12% |
|
9. |
Hans Abderhalden |
Ordinary |
17,439 |
0.03% |
0.03% |
0.04% |
0.04% |
|
10. |
Gil Leidner |
Ordinary |
1,161 |
0.00% |
0.00% |
0.00% |
0.00% |
|
Total Holding % |
Total Holding % (fully diluted) |
||
|
Equity |
Voting |
Equity |
Voting |
|
53.42% |
52.96% |
52.77% |
52.77% |
b. Senior Officers Holdings:
|
# |
Holder's Name |
Security name and class |
Current balance of security |
Holding % |
Holding % (fully diluted) |
||
|
Equity |
Voting |
Equity |
Voting |
||||
|
11. |
Alon Granot |
Ordinary |
2,635 |
0 |
0 |
0.30% |
0.30% |
|
12. |
Guy Gill |
Ordinary |
0 |
0 |
0 |
0.09% |
0.09% |
|
13. |
Dana Maor |
Ordinary |
0 |
0 |
0 |
0.10% |
0.10% |
|
14. |
Amos Anatot |
Ordinary |
0 |
0 |
0 |
0.16% |
0.16% |
|
15. |
Tali Mirsky Lachman |
Ordinary |
0 |
0 |
0 |
0.08% |
0.08% |
|
Total Holding % |
Total Holding % (fully diluted) |
||
|
Equity |
Voting |
Equity |
Voting |
|
0% |
0% |
0.74% |
0.74% |
|
Holder's Name: |
Clal Finance Ltd. |
|
Holder Number: |
1. |
|
Trust Funds |
|
|
Type of I.D. number: |
Number with Israeli Companies Registrar |
|
Holder's I.D. number: |
511382343 |
|
Citizenship/Country of Incorporation or Registration: |
Incorporated in Israel |
|
Country of Citizenship/Incorporation or registration: |
Israel |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
115,391 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.20% |
|
Minimum holding rate during the last month: |
0.20% |
|
Comments: |
|
|
Holder's Name: |
Clal Insurance Enterprises Ltd. |
|
Holder Number: |
2. |
|
Participating Life Insurance Accounts |
|
|
Type of I.D. number: |
Number with Israeli Companies Registrar |
|
Holder's I.D. number: |
520036120 |
|
Citizenship/Country of Incorporation or Registration: |
Incorporated in Israel |
|
Country of Citizenship/Incorporation or registration: |
Israel |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
2,257,482 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
3.90% |
|
Minimum holding rate during the last month: |
3.90% |
|
Comments: |
|
|
Holder's Name: |
Clal Insurance Enterprises Ltd. |
|
Holder Number: |
3. |
|
Provident Funds |
|
|
Type of I.D. number: |
Number with Israeli Companies Registrar |
|
Holder's I.D. number: |
520036120 |
|
Citizenship/Country of Incorporation or Registration: |
Incorporated in Israel |
|
Country of Citizenship/Incorporation or registration: |
Israel |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
2,782,856 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
4.81% |
|
Minimum holding rate during the last month: |
4.81% |
|
Comments: |
|
|
Holder's Name: |
Goodman∓Company, Investment Counsel Ltd |
|
Holder Number: |
4. |
|
Trust Funds |
|
|
Type of I.D. number: |
Number with non Israeli Companies Registrar |
|
Holder's I.D. number: |
1828985 |
|
Citizenship/Country of Incorporation or Registration: |
Incorporated in Canada |
|
Country of Citizenship/Incorporation or registration: |
Canada |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
3,273,504 |
|
Change in number of shares: |
+4,900 |
|
Maximum holding rate during the last month: |
5.67% |
|
Minimum holding rate during the last month: |
5.66% |
|
Comments: |
|
|
Holder's Name: |
Frutarom Industries Ltd. |
|
Holder Number: |
5. |
|
Subsidiary |
|
|
Type of I.D. number: |
Number with Israeli Companies Registrar |
|
Holder's I.D. number: |
520042805 |
|
Citizenship/Country of Incorporation or Registration: |
Incorporated in Israel |
|
Country of Citizenship/Incorporation or registration: |
Israel |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No |
|
Are the shares dormant: |
Yes |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
562,391 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.97% |
|
Minimum holding rate during the last month: |
0.97% |
|
Comments: these shares are dormant shares held by the Company for certain of its employees as part of the terms of Company's option plans. |
|
|
Holder's Name: |
ICC Industries Inc. |
|
Holder Number: |
6. |
|
Related Party |
|
|
Type of I.D. number: |
Number with foreign Companies Registrar |
|
Holder's I.D. number: |
132653653 |
|
Citizenship/Country of Incorporation or Registration: |
Incorporated overseas |
|
Country of Citizenship/Incorporation or registration: |
USA |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
21,358,034
|
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
36.93% |
|
Minimum holding rate during the last month: |
36.93% |
|
Comments: (1) ICC Industries Inc holds the shares through its subsidiaries. (2) The controlling shareholder of ICC Industries Inc. is Dr. John Farber. Dr. Farber acts as the chairman of the board of directors of the Company and his spouse, Mrs. Maya Farber, and his daughter, Ms. Sandra Farber, are member of the board of directors of the Company. |
|
|
Holder's Name: |
John J. Farber |
|
Holder Number: |
7. |
|
Related Party |
|
|
Type of I.D. number: |
Passport Number |
|
Holder's I.D. number: |
111201362 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual, not an Israeli citizen
|
|
Country of Citizenship/Incorporation or registration: |
USA |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
48,888
|
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.08% |
|
Minimum holding rate during the last month: |
0.08% |
|
Comments: Dr. John J. Farber is the controlling shareholder of ICC Industries Inc., which currently holds 21,358,034 shares of the Company through its subsidiaries. Dr. Farber acts as the chairman of the board of directors of the Company and his spouse, Mrs. Maya Farber, and daughter, Ms. Sandra Farber, are member of the board of directors of the Company. |
|
|
Holder's Name: |
Ori Yehudai |
|
Holder Number: |
8. |
|
CEO |
|
|
Type of I.D. number: |
Israeli I.D. |
|
Holder's I.D. number: |
052731569 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual |
|
Country of Citizenship/Incorporation or registration: |
Israeli citizen |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
466,567
|
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.81% |
|
Minimum holding rate during the last month: |
0.81% |
|
Comments: Mr. Ori Yehudai acts as the Company's President and CEO. Mr. Yehudai holds 784,698 options exercisable into 784,698 ordinary shares of the Company. This amount of options includes 15,311 options issued by the Company to Mr. Yehudai on April 22, 2012 in accordance with the Company's immediate report re private offering of options dated April 2, 2012. |
|
|
Holder's Name: |
Hans Abderhalden |
|
Holder Number: |
9. |
|
Director |
|
|
Type of I.D. number: |
Passport |
|
Holder's I.D. number: |
004817414 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual, not an Israeli citizen
|
|
Country of Citizenship/Incorporation or registration: |
Citizen of Switzerland |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
17,439 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.03% |
|
Minimum holding rate during the last month: |
0.03% |
|
Comments: Mr. Hans Abderhalden is a member of the board of directors of the Company. Mr. Abderhalden holds 3,245 options exercisable into 3,245 ordinary shares of the Company. |
|
|
Holder's Name: |
Gil Leidner |
|
Holder Number: |
10. |
|
Director |
|
|
Type of I.D. number: |
Israeli I.D. |
|
Holder's I.D. number: |
50776889 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual
|
|
Country of Citizenship/Incorporation or registration: |
Israeli citizen |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
1,161 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.00% |
|
Minimum holding rate during the last month: |
0.00% |
|
Comments: Mr. Gil Leidner is a member of the board of directors of the Company. |
|
|
Holder's Name: |
Alon Granot |
|
Holder Number: |
11. |
|
Senior Officer which is not Director or CEO and is not a Related Party due to its holdings |
|
|
Type of I.D. number: |
Israeli I.D. |
|
Holder's I.D. number: |
057210247 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual |
|
Country of Citizenship/Incorporation or registration: |
Israeli citizen |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
2,635 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.00% |
|
Minimum holding rate during the last month: |
0.00% |
|
Comments: Mr. Alon Granot acts as the Company's Executive Vice President. Mr. Granot holds 174,570 options exercisable into 174,570 ordinary shares of the Company. This amount of options includes 4,246 options issued by the Company to Mr. Granot on April 22, 2012 in accordance with the Company's immediate report re private offering of options dated April 2, 2012. |
|
|
Holder's Name: |
Guy Gill |
|
Holder Number: |
12. |
|
Senior Officer which is not Director or CEO and is not a Related Party due to its holdings |
|
|
Type of I.D. number: |
Israeli I.D. |
|
Holder's I.D. number: |
024223380 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual |
|
Country of Citizenship/Incorporation or registration: |
Israeli citizen |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
0 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.00% |
|
Minimum holding rate during the last month: |
0.00% |
|
Comments: Mr. Guy Gill acts as the Company's Vice President. Mr. Gill holds 55,742 options exercisable into 55,742 ordinary shares of the Company. This amount of options includes 2,123 options issued by the Company to Mr. Gill on April 22, 2012 in accordance with the Company's immediate report re private offering of options dated April 2, 2012. |
|
|
Holder's Name: |
Dana Maor |
|
Holder Number: |
13. |
|
Senior Officer which is not Director or CEO and is not a Related Party due to its holdings |
|
|
Type of I.D. number: |
Israeli I.D. |
|
Holder's I.D. number: |
22973440 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual |
|
Country of Citizenship/Incorporation or registration: |
Israeli citizen |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
0 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.00% |
|
Minimum holding rate during the last month: |
0.00% |
|
Comments: Mrs. Dana Maor acts as the Company's Vice President. Mrs. Maor holds 59,460 options exercisable into 59,460 ordinary shares of the Company. This amount of options includes 2,654 options issued by the Company to Ms. Maor on April 22, 2012 in accordance with the Company's immediate report re private offering of options dated April 2, 2012. |
|
|
Holder's Name: |
Amos Anatot |
|
Holder Number: |
14. |
|
Senior Officer which is not Director or CEO and is not a Related Party due to its holdings |
|
|
Type of I.D. number: |
Israeli I.D. |
|
Holder's I.D. number: |
51923548 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual |
|
Country of Citizenship/Incorporation or registration: |
Israeli citizen |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
0 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.00% |
|
Minimum holding rate during the last month: |
0.00% |
|
Comments: Mr. Amos Anatot acts as the Company's Executive Vice President. Mr. Anatot holds 97,160 options exercisable into 97,160 ordinary shares of the Company. This amount of options includes 4,777 options issued by the Company to Mr. Anatot on April 22, 2012 in accordance with the Company's immediate report re private offering of options dated April 2, 2012. |
|
|
Holder's Name: |
Tali Mirsky Lachman |
|
Holder Number: |
15. |
|
Senior Officer which is not Director or CEO and is not a Related Party due to its holdings |
|
|
Type of I.D. number: |
Israeli I.D. |
|
Holder's I.D. number: |
029423837 |
|
Citizenship/Country of Incorporation or Registration: |
Private individual |
|
Country of Citizenship/Incorporation or registration: |
Israeli citizen |
|
Is the holder a representative for reporting purposes for a number of joint shareholders holding with him the company's securities: |
No. |
|
Are the shares dormant: |
No. |
|
Security # on Tel Aviv Stock Exchange: |
1081082 |
|
Balance (in number of securities) at last report: |
0 |
|
Change in number of shares: |
0 |
|
Maximum holding rate during the last month: |
0.00% |
|
Minimum holding rate during the last month: |
0.00% |
|
Comments: Ms. Tali Mirsky acts as the Company's VP Legal Affairs and Corporate Secretary. Ms. Mirsky holds 48,209 options exercisable into 48,209 ordinary shares of the Company. This amount of options includes 2,654 options issued by the Company to Ms. Mirsky on April 22, 2012 in accordance with the Company's immediate report re private offering of options dated April 2, 2012. |
|
** As of the date hereof ICC Industries Inc is the Company's main shareholder and holds (through its subsidiaries) 36.93% of the Company's issued and paid up share capital.
Dr. John J. Farber is the controlling shareholder of ICC Industries Inc. and holds directly 0.08% of the Company's issued and paid up share capital.
Sincerely yours,
Karin Ben-Ari, Adv.
Legal Department
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