דלג לתוכן העמוד דלג לתפריט אתר דלג לקישורים תחתונים כניסה לחשבונך
דלג לתוכן העמוד דלג לתפריט אתר דלג לקישורים תחתונים כניסה לחשבונך
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Website disclaimer

Notice to residents of the United States


Israel Discount Bank Ltd. (the "Bank") is offering (the "Offering") its ordinary shares and options exercisable for ordinary shares (collectively, the "Securities") publicly in Israel, where the Bank's securities are listed and traded on the Tel Aviv Stock Exchange (the "TASE"). The Securities are not being offered to United States investors, other than as may be permitted pursuant to applicable exemptions under the U.S. Securities Act of 1933, as amended (the "Securities Act"), including pursuant to Regulation S and/or Regulation D promulgated thereunder. If you purchase Securities in the Offering, you will be unable to resell the Securities into the United States unless such resale is registered with the U.S. Securities and Exchange Commission or unless an applicable exemption under the Securities Act applies.
In addition, the Bank is offering covered bonds (“Covered Bonds”) to non-U.S. persons outside the United States in reliance on Regulation S (the “Covered Bond Offering”). The Covered Bonds have not been and will not be registered under the Securities Act or any applicable securities laws of any state of the United States and any other jurisdiction and the Covered Bonds may not be offered or sold within the United States, except in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.

Notice to residents of the United Kingdom


This Website contains materials ("Materials") in English which relate to the offer of shares ("the Shares") in Israel Discount Bank Ltd. ("the Company"), to be admitted to trading on the Tel Aviv Stock Exchange ("TASE"). It is appreciated that the Company uses this Website for its general commercial purposes as well.
As such, it is possible that the Materials may come to the attention of residents of the United Kingdom. The Company accordingly notifies as follows:
1.    No parts of this Website, nor any of the Materials, amount without more to an offer of the Shares, or a solicitation of an offer to subscribe for the Shares, made to or directed at any person in the United Kingdom.
2.    No person in the United Kingdom may, without more, make any use of the Materials for any investment or other purposes.
3.    The Company is not responsible to any person in the UK who, without more, places any reliance on the Materials.
The Company reserves the right to treat directly and on a confidential basis with selected institutional investors in the United Kingdom ("Selected Investors") and to direct them to this Website, in which case 1-3 above will not apply in relation to such Selected Investors. The Company is not making a public or more general offer of the Shares in the United Kingdom, and this Website and the Materials should not be construed as amounting to such an offer.
In addition, this Website contains materials in English which relate to the Covered Bond Offering. The Covered Bonds are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (“POATRs”).

Notice to residents in the European Economic Area


This Website contains materials in English which relate to the Covered Bond Offering. The Covered Bonds are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (1) (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded) (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) 1286/2014 (as amended, the “PRIIPs Regulation”) for the Covered Bond Offering or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Notice to investors in Israel


This Website contains materials in English which relate to the Covered Bond Offering. The Covered Bonds may be offered only to Qualifying Investors outside of Israel and may not be offered in Israel. Therefore, such offer is not subject to the Israeli securities laws in all matters pertaining to the offering of securities and the requirements regarding the disclosure to be included in the prospectus relating to the Covered Bond Offering. This offering of Covered Bonds is not supervised by the Israel Securities Authority.
For these purposes, “Qualifying Investor” means a non-U.S. person (within the meaning of Regulation S) who is purchasing the Covered Bonds in an offshore transaction (within the meaning of Regulation S) outside of Israel who is an investor who was approved by the Israel Securities Authority as a “foreign institutional investor”, as set forth in Section 15A(b)(2) of the Israeli Securities Law, i.e., (A) a person described in sub-paragraph (1) of Section I of Annex II to MiFID II who is authorised or regulated by a Member State of the EEA, or a person described in sub-paragraph (3) of Section I of Annex II to MiFID II (a “Qualified European Investor”), or (B) a person described in sub-paragraph (1) of Section I of Annex II to MiFID II who is authorised or regulated in the UK, or a person described in sub-paragraph (3) of Section I of Annex II to MiFID II (a “Qualified UK Investor”); provided that (I) in relation to offers of Covered Bonds in any Member State, “Qualifying Investor” shall only include Qualified European Investors and such offers within the EEA will be subject to Article 2(e) of the Prospectus Regulation, and (II) in relation to offers of Covered Bonds in the United Kingdom, “Qualifying Investor” shall only include Qualified UK Investors and such offers will be subject to paragraph 15 of Schedule 1 to the POATRs and the applicable provisions of the PRM; and provided further that the Covered Bonds may only be offered outside of Israel to investors incorporated outside of Israel.