caesarstone ltd. (cste)

by:KKR Stone     2020-03-09
On March 6, 2012, the registration number of the US Securities and Exchange Commission was submitted. 333-
179556 Washington, DC Securities and Exchange CommissionC.
Amendment 205491 toForm F-
1 registration statement under the Securities Act of 1933Caesarstone Sdot-YamLtd. (
The exact name of the registrant specified in the articles of association)
However, the currency of our report is the United States. S. dollar.
Therefore, our financial statements have been translatedS.
USD using current exchange rate method.
Under the current exchange rate method, assets and liabilities are translated using the exchange rate on the balance sheet day.
Income and expenses are converted at the average exchange rate for the fiscal year or other applicable period.
The stock account is translated using the historical exchange rate of the relevant trading day.
All other balance sheet accounts are translated using an exchange rate valid on the balance sheet day.
Profit and loss arising from the translation of financial statements is reported as an integral part of shareholders\' equity. 9(
In addition to the announced dividend and data per share, in thousands)
As at December 31 The Annual of with income statement-Investing. com za data: income 162,634 dollar 198,791 dollar 259,671 dollar income cost 377 dollars income cost 294 dollars management cost: R & D approval or refused to with, with or other business;
And amend our Articles of Association, which govern the rights of our common stock.
Such concentration of ownership of our common stock may delay or prevent agent competition, consolidation, bid quotation, disclosure
The market purchase plan or other stock that buys our common stock, otherwise it may give you the opportunity to achieve a premium than at that time --
The market price of our common stock.
Interests of Kibbutz Sdot
Yam and Tene may not always be in line with the interests of our other shareholders.
This concentration of ownership may also adversely affect our share price.
We are the holding company in the standard sense of Nasdaq listing, so we will be eligible and intend to rely on exemptions required by certain corporate governance.
Due to the number of shares owned by Kibbutz Sdot beneficial-
Ren Zhigang, after the completion of this release, we will become the Nasdaq control company under the rules of corporate governance.
A company controlled by A company, of which more than 50% of the voting rights are held by individuals, groups or another company.
We do not need to comply with the following requirements according to the company exemption controlled by Oasis :(1)
Most of the members of our board of directors are composed of independent directors, and (2)
We have a compensation committee and a nomination committee entirely composed of independent directors whose written articles of association relate to the purpose and responsibility of each committee.
View corporate governance practices.
Therefore, you will not provide the same protection to corporate shareholders who are subject to all corporate governance requirements in the Nasdaq stock market.
As a foreign private issuer listed in the NASDAQ Global Select Market, we may follow certain national corporate governance practices in the future, not certain requirements of Nasdaq.
As a foreign private issuer, our shares will be listed on Nasdaq\'s Global Select Market, and we are allowed to follow certain national corporate governance practices rather than certain requirements of the Nasdaq rules.
Even if we are no longer a holding company in the standard sense of Nasdaq listing, this is the case.
As permitted by the Israeli company law, our articles of association will come into effect after the end of this issuance, stipulating that the quorum of any general meeting of shareholders shall be attended by at least two shareholders in person, through agents or voting tools they hold at least 25% of the voting rights of our shares, not 331/3 of the issued stock capital requested by Nasdaq.
For extended meetings with no quorum, meetings can generally proceed regardless of the number of shareholders present at the end of the second half of the time specified by the meeting.
We also intend to approve the adoption of the equity incentive scheme under the Israeli company law and to make significant changes to it, which does not require shareholder approval of these actions by the Israeli company law.
In the future, we can also choose to follow the corporate governance practices of Israel, rather than the requirements of Nasdaq, including, among other things, the composition of the board of directors, the remuneration of executives, director nomination procedures and quorum requirements at the general meeting of shareholders.
In addition, we can also choose to follow the corporate governance practices of Israel, rather than the requirements of Nasdaq, to obtain approval from shareholders for certain dilution events (
For example, the establishment or revision of certain equity-
Based on the compensation plan, it will lead to the issuance of changes in control of the company, certain transactions other than public offering, involving the issuance of 20% or more of the company\'s equity, and certain acquisitions of shares or assets of another company).
Therefore, our shareholders may not be protected in the same way as the NASDAQ corporate governance rules.
Following our own governance practices, rather than the requirements for US companies listed in Nasdaq\'s Global Select Market, may offer less protection than giving domestic issuer investors.
View corporate governance practices.
In addition, as a foreign private issuer, we will be exempt from complying with the rules and regulations of the revised US Securities Trading Act of 1934, or the trading Act in connection with the provision and content of agency statements, our officers, directors and major shareholders will be exempt from reporting and short periods of time
Turnover profit recovery provisions contained in section 16 of the Transaction Act.
In addition, under the Transaction Act, we do not need to submit annual documents, and under the Transaction Act, quarterly and current reports and financial statements are submitted to the Securities and Exchange Commission at the same frequency or speed as domestic companies.
35 if we are identified as a passive foreign investment company, our US shareholders may suffer adverse tax consequences.
In general, if, in any tax year, 75% or more of our total income is passive income, or if at least 50% of our assets are to assist in the production or production of passive income, for the purposes of the US federal income tax, we will be characterized as passive foreign investment companies.
There is no guarantee that we will not be treated as a passive foreign investment company in any tax year.
If we are described as a passive foreign investment company, our US shareholders may suffer adverse tax consequences, including the proceeds realized in the sale of our common stock, which are treated as ordinary income, rather than capital gains apply to the loss of preferential interest rates on dividends received by individuals of US holders on our common stock, and interest fees apply to our distribution and stock sales income.
S. Federal income tax passive foreign investment companies consider.
The market price of our common stock may be negatively affected by the future sale of our common stock.
After this issue, 32,366,250 ordinary shares will be issued.
After this issue, we or our shareholders have sold a large number of common shares in the open market, or believe that these sales may occur, which may lead to a decline in the market price of our common shares, or may damage our ability to raise money by selling stocks in the future, or pay for the acquisition with our shares.
In our issued and issued shares, all common shares sold in this issue will be freely transferable except for any shares held by our JV affiliates, according to the Securities Act of 1933, the term is defined in Rule 144.
About 79 after this product is finished.
We have issued 4% ordinary shares (or 76.
3% if the underwriters exercise their excess
Full allocation option)
Will be owned by Kibbutz Sdot benefit-
Yam and Ting can be resold to the public market in the future as required by Rule144, including quantity.
See the future sales of flipshareseliable.
We and our executive officers, directors, Kibbutz Sdot-
Yam and Tene collectively hold 100% of our outstanding common stock, and they agree that the underwriters, with limited exceptions, shall, within 180 days of the date of this prospectus, we will not provide, pledge, sell, contract sales directly or indirectly with them, sale of any option or contract to purchase or otherwise dispose of any common stock or any securities convertible to or exercisable or convertible to common stock, or transfer, in any way, all or part of the economic consequences associated with the ownership of common stock, or result in the submission of a declaration of registration covering any common stock without prior written noticeP.
Morgan Securities Limited and Barclays CapitalJ. P.
Morgan Securities Limited and Barclays Capital
, At its sole discretion, and at any time, without notice, may issue all or any part of the shares bound by these locks-up agreements.
Starting six months after the end of this sale, Kibbutz Sdot-
Under the Securities Act of 1933, Yam and Tene have the right to require us to register their 25,706,250 shares for resale to the public market.
All shares sold under the issue covered by this registration statement will be freely transferable.
Check the rights agreement for certain relationships and related party transactions.
In addition to these registered rights, 1,417,643 shares of common stock will be issued immediately following the pricing of this offering in accordance with the stock options granted to employees.
This amount needs to be adjusted so it represents 4.
After the end of this release, 38% of our ordinary shares36 is not released.
After this release, we intend to submit a registration statement on Form S-
Under the Securities Act, 2,375,000 shares were registered under our stock incentive program.
The shares contained in such registration statements will be sold in the open market immediately after submission, but the shares held by the affiliates will have certain restrictions on their ability to sell.
We cannot guarantee the amount or time to pay the dividend and may decide not to pay the dividend in the future.
At least one year after this issue, we do not intend to declare or pay any cash dividends of common stock.
After that, on the recommendation of our board of directors, after taking into account the legal restrictions and contractual restrictions under our credit agreement, dividends will be paid from time to time, as well as other factors that the board considers relevant.
Therefore, we cannot provide a guarantee as to the amount or time to pay the dividend and may decide not to pay the dividend in the future.
Therefore, you should not rely on the investment of our common stock to provide dividend income.
You will immediately experience a substantial dilution of the net tangible book value of the common stock you purchased in this offering.
After this issuance, the initial public offering price of our common stock greatly exceeds the net tangible book value of our common stock pershare.
Therefore, the public offering price is assumed to be $15.
00 per share, the midpoint of the price range of the initial public offering listed on the cover of this prospectus, if you purchase our common shares in this offering, you will be affected by 2011, dilute $11 immediately.
The net tangible book value per share after entry into force is 23 (1)
The 5,660,000 shares of common stock issued this time are sold at an initial public offering price of $15.
00 per share minus underwriting discounts and commissions as well as estimated fees payable by us, and applications using the net proceeds described in the proceedings2)
Pay a special dividend of $25.
6 million we intend to pay to existing shareholders before this issue as soon as the end of this issue and pay an additional dividend of $0.
8 million we intend to pay our preferred shareholders before the end of this offering.
Due to this dilution, as of December 31, 2011, investors who purchased common stock from us in this offering will contribute 60.
So far, we have a total of 4% of our total funds, but only 17.
We have a 5% stake.
If an outstanding option to purchase our common stock is exercised in the future, you will experience additional dilution. See x93Dilution.
We have broad discretion in using most of the net proceeds of this offering and may not be able to use them effectively.
We are going to use $25.
6 million of the net proceeds of this offering are used to pay a special dividend to our existing shareholders immediately after the end of this offering and use $6.
5 million of the net proceeds of this offering to cover the balance of the purchase price of our remaining 75% stake in the United StatesS.
Dealer, United States Caesar Tong, formerly known as the United StatesS.
Quartz Products Co. , Ltd.
In the next one or two years, we can also expand our production capacity by using some of our net income.
We estimate that it will take about $30 million to add a production line.
See the policy of the Use of proceeds and the Dividend.
Our management will have extensive discretion in applying the balance of net income from this product, including any amount that does not apply to expanding our production capacity, you will rely on our management\'s judgment on the application of these benefits.
Our management may not apply Net income in a way that ultimately increases the value of the investment.
In addition, we may use part of our net income to acquire or invest in complementary companies, products or technologies.
If we do not invest or apply the net income of this issue in a way that increases the value of our shareholders, we may not be able to obtain the expected financial results, which may result in a decline in the price of our common shares.
The risks associated with our merger and location in Israel may adversely affect our business.
We are established under Israeli law and our main offices and manufacturing facilities are located in Israel.
Therefore, the political, economic and military situation in Israel directly affects our business.
Since the establishment of the state of Israel in 1948, there have been some armed conflicts between Israel and its Arab neighbors.
Despite the various agreements reached between Israel and Egypt, Jordan and the Palestinian Authority, unrest and terrorist activities have increased, and the severity has continued to 2012 since September 2000. In mid-
2006. Israel\'s armed conflict with Hezbollah in Lebanon has disrupted most days by launching thousands of ofrockets from Lebanon --to-
Civil activities in northern Israel.
Since December 2008, Israel has had about three weeks of armed conflict with Hamas in the Gaza Strip, which involves missile attacks on civilian targets across Israel and has a negative impact on Israel\'s business situation.
Our facilities at the bar
The River Industrial Park is located in northern Israel, in a series of rockets fired from Lebanon to Israel in 2006.
If our facility is damaged due to hostile action or hostile action, otherwise the continuous operation of our facility will be interrupted, our ability to deliver products to our customers may be materially adversely affected.
Several countries, mainly in the Middle East, still restrict doing business with Israeli and Israeli companies, if Israeli hostilities or political instability in the region continues or increases, other countries may limit doing business with Israeli and Israeli companies.
These restrictions may greatly limit our ability to obtain raw materials from these countries or to sell products to companies in these countries.
Any hostile actions involving Israel, or disruptions or cuts in trade between Israel and its existing trading partners, or a serious decline in Israel\'s economic or financial situation, it is possible to generate a reduction in our revenue for our business and product development, and adversely affect the share price of listed companies that have business in Israel, such as us.
Our actions may be interrupted by the obligation of personnel to perform military service.
As of December 31, 2011, we had a total of 838 employees, of whom 533 were from Israel, including 72 kibbutz members. We have no direct employment relationship with them and hired them under the manpower agreement with Kibbutz SdotYam.
Our employees in Israel, usually men, including executive officers, may be required to work up to 36 days (
More in some cases)
Annual military reserves until the age of 45
Up to 49 in some cases)
Active work can be required in an emergency.
In response to rising tensions and hostilities, there have been calls from time to time since September 2000-
Military reservists, including those related to the medium term
2006 The Lebanese war and the conflict with Hamas in December 2008, there may be more calls --
Future ups.
Our actions may be interrupted by the absence of a large number of military service-related male employees 38, or the long absence of one or more of our key military service employees.
This interference may have a significant adverse effect on our business and operational results.
In addition, a large number of employees of our Israeli suppliers and contract manufacturers do not perform military service, or one or more of their key employees are out of military service for a long time, which may disrupt their business, in this case, our ability to deliver our products to our customers may be significantly adversely affected.
Our actions may be affected by the negative economic situation or labor unrest in Israel.
General strikes or stoppages, including strikes or stoppages in the Israeli seaport, occur on a regular basis or have in the past been threatened by Israeli unions due to labor disputes.
These general strikes or stoppages may adversely affect the Israeli economy and our business, including our ability to deliver products to our customers and receive raw materials from suppliers in a timely manner.
These general strikes or stoppages may prevent us from shipping our products to our customers by sea or otherwise, which may have a significant adverse effect on our operational results.
The tax benefits we can enjoy require us to continue to meet various conditions and may terminate or decrease in the future, which may increase our costs and taxes.
Some of our Israeli facilities have been granted approved enterprise status by the investment center of the Israeli Ministry of Industrial Trade and Labor, or have the status of a beneficiary enterprise or preferred enterprise, providing us with investment grants (
About certain approved enterprise projects)
And make us eligible to enjoy tax incentives under Israeli law to encourage capital investment, 1959, referred to as the investment law.
In order to continue to be eligible for the tax benefits of an approved enterprise, beneficiary enterprise and/or preferred enterprise, we must continue to meet certain conditions set out in the Investment Act and its regulations, as amended, among others, may include specific investments in fixed assets and equipment, financing part of these investments with our capital contribution, and submitting certain reports to the investment center, comply with the intellectual property terms and standards specified in the specific approval certificate issued by the investment center or the Israeli tax authority.
If we do not meet these requirements, the tax offer will be canceled and we may be required to refund any tax offers and investment grants we have received in the past.
In addition, these tax benefits may be reduced or stopped in the future.
If these tax benefits are canceled, the income available to us in Israel will be subject to the normal tax rate of Israeli companies.
In 2010, the standard corporate tax rate for Israeli companies was 25% per cent of their taxable income and fell to 24% per cent in 2011.
It plans to drop to 23% by 2012 and eventually to 18% by 2016.
However, with the promulgation of the Israel Tax burden change act at the end of 2011, this predetermined corporate tax rate has been gradually reduced and abolished, on the contrary, the corporate tax rate will increase to 25% after 202and.
The investment law has been revised since January 1, 2011.
According to the revised investment law, the collection standard of tax incentives has been revised.
In the future, we may not be eligible for additional tax benefits under this Act.
The termination or reduction of these tax benefits will increase our tax liabilities, thus reducing our profits.
In addition, for example, if we increase our activities outside Israel through acquisitions, our expanded activities may not be eligible to be included in the future Israeli tax incentives program.
Finally, if dividends are distributed from the above taxes-
In addition to withholding taxes at a rate of 15%, tax-free income (
Or the reduced tax rate under the applicable double tax treaty)
, We will be taxed at the enterprise tax rate applicable to our approval, and the income of the beneficiary enterprise will be taxed at the effective enterprise tax rate, which will be exempted if we do not enjoy it.
Regarding the encouragement of capital investment, please refer to the tax and government plan Israel tax consideration and government plan law, 1959.
It may be difficult to enforce a US law. S.
Judgments against us, our officers, directors, and Israeli experts who are named in the prospectus of Israel or the United States, or who claim the United StatesS.
The Securities Law makes a claim in Israel or provides services to our officers, directors and these experts.
We are registered in Israel.
Neither our directors nor independent certified public accountants are American residents.
We do not have an executive officer resident in the United States except for an executive officer.
Most of our assets and the assets of these people are outside the United States.
Therefore, it may be difficult for investors or any other person or entity to enforce the U. S.
Court decision based on American civil liability clauseS.
Federal securities laws against us or any of these people in the United StatesS.
Or an Israeli court, or a litigation service for these people in the United States.
In addition, it may be difficult for investors or any other person or entity to assert the United StatesS.
The Securities Law filed a claim against the original action filed by Israel.
Israeli courts may refuse to hear claims based on violations of US lawS.
The reason for the Securities Law is that Israel is not the most appropriate forum for making such claims.
Even if the Israeli court agrees to hear the claim, it can determine the law of Israel, not the law of the United States. S.
Law applicable to claims. If U. S.
The law is considered to be applicable and the applicable content isS.
The law must prove to be a fact that can become time.
Consuming and expensive processes.
Certain procedural issues will also be governed by Israeli law.
Israel has little binding case law in dealing with the above matters.
The enforceability of civil liability.
As our shareholders, your rights and liabilities will be governed by Israeli law, which may differ in some respects from those of US corporate shareholders.
Since we are established under Israeli law, the rights and liabilities of our shareholders are governed by our articles of association and Israeli law.
These rights and liabilities differ in some respects from those of us shareholders
Based on the company.
In particular, the shareholders of Israeli companies are obliged to exercise their rights in a sincere and customary manner, to fulfill their obligations to the company and other shareholders, and to avoid the abuse of their power companies in the following circumstances, including, among other things, voting on certain matters at the shareholders\' meeting, such as amending the Articles of Association of the company, increasing the authorized share capital of the company, the merger of the company and the approval of related party transactions requiring shareholder approval.
Shareholders also have a general obligation to avoid discrimination against other shareholders.
In addition, the controlling shareholder or shareholder, who knows that they have the right to decide the outcome of the shareholder\'s vote, or to appoint or prevent the appointment of an office holder in the company, or having another power in this regard is an obligation for the company to act fairly against the company.
However, the essence of such a fair obligation is not defined by Israeli law.
See responsibility for managing trust and for approving the shareholders of specific related party transactions in accordance with Israeli law.
Since the Israeli company law was extensively revised about a decade ago, the parameters and 40 meanings of the provisions on the conduct of shareholders have not yet been clearly defined.
These provisions may be interpreted as imposing additional obligations and liabilities on our shareholders, which are generally not imposed on shareholders of US companies.
The provisions of Israeli law may delay, block or do not wish to acquire all or most of our shares or assets.
The Israeli company law provides for the merger and requires the implementation of the atender offer when purchasing a specific percentage or more of the company\'s shares.
In addition, Israel\'s tax considerations may make it impossible for us or some of our shareholders to wish for a potential transaction because their country of residence has not entered into a tax treaty with Israel, allowing these shareholders to be taxed from Israel.
With respect to the merger, the Israeli tax law allows for an extension of taxation in some cases, but the extension depends on the satisfaction of many conditions, including a two-year holding period from the date of the transaction, during this period, certain sales and disposal of shares in the company are restricted.
In addition, for certain stock swap transactions, there is a time limit for deferred tax payment, and when such time expires, the tax will be paid even if the stock is not actually disposed.
See description of share capital acquisition under Israeli law.
Under Israeli law, the term of office of two of our external directors is three years.
In addition, according to our articles of association, our board of directors shall have the right to appoint two independent directors at the time of this issuance (
Except for our external directors)
The initial term was three years.
Therefore, four of the 10 members of our board after the IPO will be elected after three years (
The next two external directors will continue to hold elections every three years).
These provisions of Israeli law and our articles of association may serve to delay or prevent changes in control, and may make it more difficult for third parties to acquire members of our board of directors of us or our shareholders to choose different companies, even if this is beneficial to our shareholders and may limit the price that investors may be willing to pay for our common stock in the future.
Under Israeli law, we can be considered a monopolist and therefore subject to certain restrictions that may limit our ability to freely engage in travel business that our competitors may not be restricted.
Sales in Israel accounted for 14.
9% of our income in 2011.
Our products account for a large part of the sales of kitchen countertops in Israel, but a relatively small share of sales of all countertops and surface coverings in Israel.
According to Israel\'s Restrictive Trade Practices Act No. 1988 (
Anti-IsraelTrust Lawx94)
A company that supplies more than 50% of any product or service in Israel or in a specific area of Israel is considered a monopoly.
The determination of the monopoly status depends on the analysis of the market for related products or services.
According to the analysis and definition of the market of the related products we operate, we may be regarded as monopolists according to Israeli law.
Anti in Israel
The Trust Act prohibits monopoly from participating in certain business practices, including discrimination against customers or charging prices deemed unfair, and engaging in certain other practices in order to prevent unfair competition.
Israel anti-monopoly bureau the secretary has the right to determine a company belongs to monopoly (
Including the monopoly of identifying it as an abuse of its position in the 41 Market)
And has the right to intervene by ordering such companies to change their actions on matters that may adversely affect the public, including imposing commercial restrictions on companies identified as monopolies, and give instructions on the price charged by the monopoly.
If the general manager determines that we are a monopoly and finds that we have abused our position in the market,
Competitive action, as described above, will be the main evidence of private action against the company, accusing us of participating in
Competition.
In addition, the general manager may order us to take or not to take certain actions, which may limit our ability to do business freely.
So far, the general manager has not determined that we are a monopoly.
We don\'t think our actions are against Israel.
Even if we were found to be the monopoly law under Israeli antitrust
But we can\'t guarantee it.
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