Israel's TowerJazz to adjust conversion rate of series E notes for rights offerings, dividends

By Susanna Moon

Chicago, Nov. 6 - Tower Semiconductor Ltd. (TowerJazz) informed the Tel Aviv Stock Exchange that the company's board of directors decided to amend its series E convertible securities.

The conversion rate will be adjusted if the company distributes bonus shares or if it undertakes a rights offering, according to the notice.

In the case of bonus share distribution, the number of shares a holder will receive upon exercising the conversion right will be increased to the number that includes the bonus shares that holders would have received if they had exercised their right before the trading day that precedes the date of the bonus shares distribution.

For a rights offering, the conversion rate will be adjusted for the benefit of the rights as reflected by the ratio between closing price per share on the trading day that precedes the date of the rights offering.

As for cash dividend distribution, the conversion rate will be adjusted by multiplying it with the ratio between the price per share established by the Tel Aviv Stock Exchange as adjusted for the dividend distribution and the price per share for the trading day that precedes the dividend rate.

Also, the convertibles will not be permitted to be exercised on the determining date of a corporate event and, to the extent that convertible securities have specific adjustment mechanisms, those adjustment mechanisms must be based on the closing price per share on the trading day that precedes the date.

TowerJazz manufactures integrated circuits and is based in Migdal Haemek, Israel.

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