CUSIP No. 686688-10-2
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Schedule 13D
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Page 2 of 8 |
1 |
NAMES OF REPORTING PERSONS
Bronicki Investments Ltd.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
OO
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 |
SOLE VOTING POWER
0
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8 |
SHARED VOTING POWER
0
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9 |
SOLE DISPOSITIVE POWER
0
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10 |
SHARED DISPOSITIVE POWER
0
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
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14 |
TYPE OF REPORTING PERSON
CO
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CUSIP No. 686688-10-2
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Schedule 13D
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Page 3 of 8 |
1 |
NAMES OF REPORTING PERSONS
Lucien Bronicki
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
OO
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
8 |
SHARED VOTING POWER
0
|
||
9 | SOLE DISPOSITIVE POWER
0
|
||
10 |
SHARED DISPOSITIVE POWER
0
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
||
14 |
TYPE OF REPORTING PERSON
IN
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CUSIP No. 686688-10-2
|
Schedule 13D
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Page 4 of 8 |
1 |
NAMES OF REPORTING PERSONS
Yehudit Bronicki
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
||
3 |
SEC USE ONLY
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||
4 |
SOURCE OF FUNDS
OO
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||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
8 |
SHARED VOTING POWER
0
|
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9 | SOLE DISPOSITIVE POWER
0
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||
10 |
SHARED DISPOSITIVE POWER
0
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
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14 |
TYPE OF REPORTING PERSON
IN
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(1) |
Bronicki Investments Ltd. ("Bronicki Investments") is a company incorporated in Israel. Bronicki Investments' principal business is various business investments, including investment in the Issuer. Bronicki Investments' business address is 5 Brosh Street, Yavne 81510, Israel. The sole directors and executive officers of Bronicki Investments are Lucien Bronicki and Yehudit Bronicki who have voting control over Bronicki Investments as described in Item 5 below.
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(2) |
Lucien Bronicki is a citizen of the State of Israel. Mr. Bronicki is a member of various business and philanthropic boards, including the board of directors of Bronicki Investments (as one of the two directors, the other being his wife, Ms. Yehudit Bronicki). Mr. Bronicki's address is 5 Brosh Street, Yavne 81510, Israel.
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(3) |
Yehudit Bronicki is a citizen of the State of Israel. Ms. Bronicki is a member of various business and philanthropic board of directors, including the board of directors of Bronicki Investments (as one of the two directors, the other being her husband, Mr. Lucien Bronicki). Ms. Bronicki's address is 5 Brosh Street, Yavne 81510, Israel.
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Date
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Purchase or Sale
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Number of Shares
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Price per Share
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July 13, 2017
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Purchase
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51
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$56.94
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July 18, 2017
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Sale
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51
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$57.701
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Bronicki Investments Ltd.
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By: |
/s/ Yehudit Bronicki
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Name: Yehudit Bronicki*
Title: Director
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Lucien Bronicki
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By:
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/s/ Lucien Bronicki
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Yehudit Bronicki
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By: | /s/ Yehudit Bronicki | ||
a. |
The Parties agree that by signing this Agreement FIMI hereby exercises the Call Option granted to it pursuant to the Purchase Agreement as amended by the Shareholders Agreement solely and exclusively with respect to the purchase of 203,528 shares of Common Stock of OTEC (the "Call Option Shares"), at the Call Option Exercise Price of US$27.52 per Call Option Share, and an aggregate exercise price of US$5,601,090.56 (the "Payment") and Bronicki hereby confirms and agree to the exercise of such Call Option.
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b. |
The Call Option Closing shall occur as soon as practicable following the execution of this Agreement and Payment shall be made after the Call Option Closing out of FIMI's portion of its Seller Consideration (as defined in the Orix Purchase Agreement) payable to ESOP Management and Trust Services Ltd. ("ESOP") and Excellence Nessuah Brokerage Services ("Excellence") by ORIX pursuant to the ORIX Purchase Agreement as specified in the instructions letter to ESOP and Excellence attached hereto as Exhibit A. In the event that the Closing of the ORIX Purchase Agreement does not take place within 20 Business Days (as defined in the ORIX Purchase Agreement) from the date of hereof, FIMI shall wire the Payment directly to Bronicki's bank account specified in Exhibit A not later than 3 Business Days following such date.
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c. |
Attached as Exhibit B is Bronicki's specific instruction to ESOP Management and Trust Services Ltd. to transfer the Call Option Shares to FIMI ENRG's accounts as follows:
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(1) |
148,875 Call Option Shares shall be delivered to FIMI ENRG, Limited Partnership (Israel); * * * , Branch No. * * * , Account No. * * * ; and
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(2) |
54,653 Call Option Shares shall be delivered to FIMI ENRG, L.P. (Delaware); * * * , Branch No. * * * , Account No. * * * .
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a. |
Bronicki, on behalf of itself and of its affiliates, covenants not to sue, waives, releases, and forever discharges: (i) FIMI; (ii) FIMI’s controlling persons, subsidiaries, affiliates, representatives, predecessors, successors, and assigns (collectively, with FIMI, the "FIMI Entities"); and (iii) the FIMI Entities’ past, present, and future officers, directors, partners, managers, members, employees, agents, and attorneys (collectively, with FIMI and the FIMI Entities, the "FIMI Released Parties"), from any and all claims, duties, obligations, demands, actions, causes of action, debts, sums of money, suits, contracts, agreements, promises, damages, and liabilities, of whatever kind, nature, character, or description, whether known or unknown, and whether anticipated or unanticipated, which Bronicki or any Bronicki Released Parties (as defined below) ever had, now has, or will ever have against the FIMI Released Parties, arising out of or relating in any way to OTEC and its affiliates, the Purchase Agreement, the Shareholders Agreement and the ORIX Purchase Agreement, including the Call Option, its exercise, and including, without limitation, all claims that were made, or could have been made in connection therewith.
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b. |
FIMI, on behalf of itself and of its affiliates, covenants not to sue, waives, releases, and forever discharges: (i) Bronicki; (ii) Bronicki's shareholders, subsidiaries, affiliates, predecessors, successors, representatives, and assigns, including in their capacities as directors and officers in OTEC and its affiliates (collectively with Bronicki, the "Bronicki Entities"); and (iii) the Bronicki Entities’ past, present, and future officers, directors, partners, managers, members, employees, agents, and attorneys (collectively, with Bronicki and the Bronicki Entities, the "Bronicki Released Parties"), from any and all claims, duties, obligations, demands, actions, causes of action, debts, sums of money, suits, contracts, agreements, promises, damages, and liabilities, of whatever kind, nature, character, or description, whether known or unknown, and whether anticipated or unanticipated, which FIMI or any FIMI Released Parties ever had, now has, or will ever have against the Bronicki Released Parties arising out of or relating in any way to OTEC and its affiliates (which includes in this Settlement Agreement, for the removal of any doubt, Ormat Industries Ltd.), the Purchase Agreement, the Shareholders Agreement and the ORIX Purchase Agreement, including the Call Option, its exercise, and including, without limitation, all claims that were made, or could have been made in connection therewith.
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c. |
The Parties hereby acknowledge that the consequences of the foregoing Mutual Releases have been explained to each of FIMI and Bronicki by their respective counsel. The Parties further acknowledge that FIMI and/or Bronicki may hereafter discover facts different from, or in addition to, those which it now knows or believes to be true with respect to the matters released herein, and the Parties agree that this Agreement and the Mutual Releases contained herein shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof.
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a. |
This Agreement, its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Israel. Any dispute arising under or with respect to this Agreement shall be resolved exclusively in the appropriate court in Tel Aviv, Israel.
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b. |
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof and replaces and supersedes all prior agreements, understandings, representations and warranties with respect thereto, whether oral or written. This Agreement shall only be amended by a document in writing signed by the Parties hereto and no waivers of any rights shall be valid and binding unless in writing and signed by the party waiving such right.
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c. |
This Agreement may be executed in counterparts, and any Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
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d. |
The Parties acknowledge that they have been represented by counsel of their own chosen in connection with this Agreement, and the Parties have read and fully understand the provisions of this Agreement and intend to be legally bound hereby.
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e. |
Each signatory hereto represents and warrants that such person has authority to bind the Party for whom such person acts.
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/s/ Beck Gillon
FIMI ENRG, Limited Partnership
By:
Name: Beck Gillon
Title: Director
/s/ Beck Gillon
FIMI ENRG, L.P.
By:
Name: Beck Gillon
Title: Director
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/s/ Yehudit Bronicki
Bronicki Investments Ltd.
By:
Name: Yehudit Bronicki
Title: Director
July 17, 2017
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