PERIODIC REPORT 2023

ALONY HETZ PROPERTIES & INVESTMENTS LTD.

AMOT TOHA1, TEL-AVIV

PERIODIC REPORT 2023

Description of the Corporation's Business

Board of Directors' Report on the State of Corporate Affairs Consolidated Financial Statements

Report on the Effectiveness of Internal Control of Financial Reporting and Disclosure

Additional Information on the Corporation Corporate Governance Questionnaire

Reference to the Report on the Corporation's Liabilities by Repayment Dates

Attachment of the Financial Statements of an Associate - Carr Auditor's Consent Letters

DESCRIPTION OF THE CORPORATION'S BUSINESS

ALONY HETZ PROPERTIES & INVESTMENTS LTD.

ONE CONGRESS, BOSTON

a.

Description of the Corporation's General Development and Other Information

5

1.

The Corporation's activity and a description of its business development

5

2.

Area of activity

5

3.

Investments in the Corporation's equity and transactions in its shares

8

4.

Distribution of dividends

8

5.

Financial information regarding the Company's operating segments

8

6.

General environment and impact of external factors - General

11

b.

Investments in Israel - Amot Investments Ltd

15

1.

General information regarding Amot

15

2.

General environment and impact of external factors - Israel

16

3.

Financial information regarding Amot's activity

19

4.

Information regarding Amot's assets

20

5.

Property management and operation

32

6.

Properties with development potential

33

7.

Marketing

33

8.

Competition

33

9.

Human capital

34

10.

Improvements in rental properties and suppliers

34

11.

External appraiser

34

12.

Amot's forecast for 2023

35

13.

Amot's business strategy

36

14.

Expected development in the coming year

36

15.

Financing

36

c.

Investment in the United States

37

1.

General environment and impact of external factors - USA

37

2.

General environment and impact of external factors - Washington D.C

38

3.

General environment and impact of external factors - Boston

39

4.

General environment and impact of external factors - Austin

40

c1.

Investment in Carr

41

1.

General information regarding Carr

41

2.

Investment in Carr

41

3.

Dividend receipts and capital reductions from Carr

41

4.

Financial information regarding Carr Holdings' activity

41

5.

Area of activity

43

6.

Management of initiation and development activity

54

7.

Property management and operation

54

8.

Business strategy and expected development in the coming year

54

9.

Taxation

54

10.

Tenants (trade receivables)

54

11.

Marketing

55

12.

Expected revenue from signed lease contracts (order backlog)

55

13.

Competition

55

14.

Human capital

56

15.

Renovations and tenant improvements

56

16.

Carr's forecast for 2023

56

17.

The Company's significant agreements regarding its holdings in Carr

57

18.

Financing

57

c2.

Investment in the United States - Boston through the Partnership with Oxford

58

1.

General information

58

2.

Investment property in development

59

3.

Main tenants................................................................................................................................................................................................................................................ 60

4.

Expected revenue from signed lease contracts (order backlog)

60

4.

Financing

60

d.

Investment in London - Brockton

61

1.

General information regarding BE ("Brockton Everlast Inc.")

61

2.

General environment and impact of external factors - London, UK

61

3. General information regarding the office sector (including research laboratories)

- London, Oxford and Cambridge

62

4.

Financial information regarding BE's activity

64

5.

Information regarding BE's

64

6.

Properties acquired in the period

67

7.

Land for development

68

Description of the Corporation's Business | 2

8.

Order backlog

68

9.

Main tenants

68

10.

Management and operation of BE's properties

68

11.

Properties with development potential

69

12.

Marketing

69

13.

Competition

69

14.

Human capital

70

15.

Improvements in rental properties and suppliers

70

16.

BE's forecast for 2023

70

17.

BE's business strategy

70

18.

Corporate governance in BE and in the BE Group

71

19.

Financing

71

20.

Information regarding Brockton Funds

71

e.

Energix

72

1.

General information regarding Energix

72

2.

Area of activity

73

3.

Suppliers and raw materials for the area of activity

98

4.

Segmentation of revenues and product profitability

99

5.

Trade receivables

99

6.

Marketing and Distribution

100

7.

Competition

101

8.

Seasonality

101

9.

Human capital

102

10.

Financing

102

f.

Information regarding the Corporation as a Whole

103

1.

Competition

103

2.

Fixed assets

103

3.

Human capital

104

4.

Working capital

104

5.

Financing

105

6.

Taxation

111

7.

Environmental risks and their management

114

8.

Restrictions and supervision of the Company's activity

118

9.

Significant agreements

119

10.

Legal proceedings

120

11.

Goals and business strategy

120

12.

Expected development in the coming year

120

13.

Financial data regarding geographic regions

121

14.

Discussion of risk factors

121

Description of the Corporation's Business | 3

  1. Description of the General Development of the Corporation and Other Information

1. The Corporation's activity and a description of its business development

Alony-Hetz Properties and Investments Ltd. (hereinafter - the "Company") was incorporated on December 20, 1989, and on November 14, 1990 it changed its name to its current name. In November 1990, the Company commenced operations and in January 1993, the Company's shares were first listed for trading on the Tel Aviv Stock Exchange Ltd. (the "TASE").

The Company does not have a controlling shareholder.

The Company and its subsidiaries will be referred to as the "Group".

2. Area of activity

The Company and its consolidated companies (hereinafter - the "Group") have two areas of activity:

Main area of activity - long-term investments in income-generating property companies in Israel and in western countries. As of the publication date of this report, the Group operates mainly in the following markets: Israel, the United States, and the United Kingdom. Additional area of activity - investment in renewable energies. The Group has income-generating investments in the fields of photovoltaic energy and wind energy, as well as in the development and initiation of electricity generating and storage facilities in Israel, Poland and in the United States.

2.1 The following is a description of the Group's main holdings as of December 31, 2023

Main investments in the income-generatingproperty segment:

Activity in Israel

Holdings of 51.1% in Amot Investments Ltd. (hereinafter - "Amot"). Amot is a public company listed for trading on the Tel Aviv Stock Exchange Ltd. (the "TASE") that operates directly and indirectly through corporations under its control, renting, managing and maintaining income-generating properties in Israel, as well as initiating, developing and establishing real estate for rental purposes. Amot owns, directly and indirectly, property that includes office buildings, logistics and industry, malls and commercial centers, supermarkets and others. Immediately prior to the publication of this report, the Company's stake in Amot is 51.1%. For additional information regarding Amot, see Chapter B below.

Activity in the United States

Carr - 47.7% holdings in the capital of Carr Properties (hereinafter - "Carr") and 50% in the control, a private income-generating property company (REIT) whose assets are located in the Washington D.C. area, in Boston, Massachusetts and in Austin, Texas. Carr engages directly and indirectly, through wholly or partly owned companies, in investments in income-generating properties for rental purposes, including the management and maintenance of office buildings under its ownership in the Washington D.C. and Boston metropolitan

areas, and in Austin, Texas, as well as in the initiation, development and establishment of real estate for rental purposes in those areas.1 For additional information on Carr see Chapter c1 below.

AH Boston - Holdings of 55% in the capital and 50% in the control of three property companies in the Boston metropolitan area, two of in the Boston Central Business District (CBD) and one in East Cambridge. 2 For additional information on the investment in the Boston properties through the three property companies, see Chapter c2 below.

1 The holding in Carr is through joint control with an investment fund managed by the Special Situation Property Fund of JP Morgan Chase Bank (hereinafter - "JPM").

2 The holding is through joint control with Oxford, which holds the remaining rights in the assets. Oxford is the real estate branch of OMERS (the Ontario Municipal Employees Retirement System).

Description of the Corporation's Business | 4

Activity in the UK

Holdings of 83.4% in Brockton Everlast Inc. ("BE"), a private company that engages directly and indirectly through corporations under its control, in the leasing, management and maintenance of income-generating properties, as well as in the initiation and development of income-generating property for rental purposes in the London metropolitan area, Cambridge and Oxford in the UK. Close to the date of publication of this report, the Company's holding is 83.7%. For information regarding the investment in properties in London, Cambridge and Oxford, see Chapter D below and Notes 4b, 4c and 6d to the financial statements.

In addition, the Group holds British real estate funds from the Brockton Group that are engaged in the initiation, development, improvement and management of real estate investments in the UK. The funds are in the process of realizing the balance of their portfolio, which is expected to be completed in the coming years. For additional information, see Chapter D below and Note 5(1) to the financial statements.

Renewable Energy Investments:

Holdings of 50.3% in Energix Renewable Energies Ltd. (hereinafter - "Energix"), a public company whose shares are listed for trading on the stock exchange. Energix engages in the planning, development, financing, construction, management and operation of facilities for the generation and storage of electricity from renewable energy sources (photovoltaic systems and wind farms) and the sale of electricity produced in these facilities, with the intention of holding them for the long term. As of the date of the report, Energix operates in Israel, Poland and the United States. The Company's holding rate in Energix close to the date of publication of the report is 50.3%. For additional information regarding Energix, see Chapter E below.

The following is the Company's holding structure in the main operating companies as of the date of publication of the report:3

Real Estate

Renewable

Energies

50.3%

(*)47.7%

(**)55%

51.1%

83.7%

Energix Renewable

Carr Properties

AH Boston

Amot

Brockton

Energies Ltd.

Investments

Everlast

Ltd.

* The Company and JP Morgan (through SSPF Investment Fund, managed by JP Morgan) have joint control in Carr.

  • Joint holdings with Oxford Properties in income-generating properties companies that own office buildings in Boston. The Company and Oxford Properties have a joint control agreement.

3 The above holding structure does not include corporations wholly or partly owned by the Company through which the Company holds the corporations listed in the chart.

Description of the Corporation's Business | 5

The following are the Company's main investments4 (expanded solo)5 as of December 31, 2023:

Other investments

2.2 Changes in the volume of activity in the income-generating property segment and its profitability in the last three years

Over the past three years, the Group has operated mainly in its main area of activity (long-term investments in the income- generating property segments), while changing the scope of its activities both in terms of the size of its investment portfolio and in terms of geographic targets.

The following is the amount of investments (realizations) carried out by the Company (expanded solo) in the main investees in the field of income-generating property in the years 2021-2023 (in NIS millions):

Total

Year

2023

2022

2021

2021-2023

Investment in Amot

(1)

(220)

159

288

227

Investment in BE

(2)

274

487

671

1432

Investment in Carr

(3)

202

-

202

Investment in AH

Boston

51

57

39

147

Investment in PSP

(4)

-

-

(216)

(216)

  1. In the years 2021-2023, the amount of the Group's investments in income-generating property and in land for development in Israel through Amot (not including real estate revaluations) increased by approx. NIS 3.7 billion. For additional information see Section 4 of Chapter B below.
  2. In the years 2021-2023, the amount of the Group's net investments in income-generating property in the UK (through BE) (not including property revaluations) increased by approx. GBP 0.5 billion. For additional information, see Sections 4 and 5 of Chapter D below. In 2023, including the conversion of a bridging loan into capital in the amount of GBP 85 million.
  3. In the years 2021-2023, the change in the amount of the Group's investments in income-generating property and in land for development in Washington D.C., in Boston and in Austin, Texas (through Carr) (not including property revaluations and net of realizations) was in an insignificant amount. For additional information, see Sections 4 and 5 in Chapter c1 below.
  4. The Company realized the balance of its holdings in PSP during 2021.
  5. In 2023, the Group recorded net losses from property revaluations, in which the Company's share (after tax) amounts to NIS 2.6 billion (in 2022 - the Company recorded losses from property revaluations, in which the Company's share (after tax) was NIS 0.8 billion). For additional information, see Section 2.3.3 of the Board of Directors' Report.

For a summary of the Group's main data for the years 2021-2023, see Section 1.6 of the Board of Directors' Report.

4 Not including cash.

5 For the definition of expanded solo, see Appendix A to the Board of Directors' Report.

Description of the Corporation's Business | 6

2.3 Changes in the volume of activity in the renewable energies segment and its profitability

The following are the Company's investments in Energix Renewable Energies Ltd. in the past three years:

Energix Renewable Energies Ltd.

Date (year):

Investment amount (in NIS millions):

2021

-

2022

204

2023

-

In the years 2021-2023, Energix strengthened and expanded its activities and increased its portfolio of projects in all three of its activity locations - Israel, Poland and the United States. For information regarding Energix's business development in 2023, see Chapter E below.

3. Investments in the Corporation's Capital and Transactions in its Shares

Regarding investments in the corporation's capital made over the past two years, see Note 16b to the financial statements.

4. Distribution of Dividends

The Company's policy is for its shareholders to share in the Company's profits through the distribution of dividends each year on an ongoing basis, as long as the dividend distribution does not adversely affect the Company's debt service ability, taking into account the Group's future investment plans as they will be from time to time and subject to any law.

For additional information regarding the Company's dividend policy, for details regarding the amounts of dividends distributed by the Company in the reporting periods and for the balance of the distributable profits as of December 31, 2023 - see Note 16d to the financial statements.

5. Financial Information regarding the Company's Areas of Activity

The Company's expanded solo statements are a summary of the Company's statements presented in accordance with IFRS principles, except for the investments in Amot, Energix and BE, which are presented on an equity basis instead of consolidating their statements into the Company's statements (other investments are presented without change to the statement presented according to IFRS principles). For financial information regarding the Company's areas of activity, see Note 21 to the financial statements. Expanded solo statements do not constitute separate statements within the meaning of International Accounting Standard 27 and Regulation 9C of the Securities Regulations (Periodic and Immediate Reports), 1970 and are not part of the information required to be published under securities law..

Description of the Corporation's Business | 7

5.1 Information regarding the Company's main investments (expanded solo) in the income-generating property segment by geographic distribution (*)

31.12.2023

31.12.2022

NIS thousands

%

NIS thousands

%

Israel - investment in Amot

4,506,094

48

4,698,814

40

UK - Brockton Everlast

2,656,530

28

3,169,275

27

USA - Investment in Carr

1,568,555

17

2,844,673

25

USA - Investment in AH Boston

525,811

5

756,482

7

UK - Investment in Brockton Funds

165,382

2

157,639

1

Other

9,932

-

-

-

Total *

9,432,304

100

11,626,883

100

5.2 Information regarding the Group's main investments in the income-generating property segment by geographic distribution (*)

31.12.2023

31.12.2022

NIS thousands

%

NIS thousands

%

Israel - Investment property (including property in

development) *

19,363,069

72

18,666,208

67

UK - Investment property in Brockton Everlast *

4,980,037

19

5,562,252

20

USA - Investment in Carr

1,568,555

6

2,844,673

10

USA - Investment in AH Boston

525,811

2

756,482

3

UK - Investment in Brockton Funds

222,219

1

216,233

1

Other

-

-

-

-

Total **

26,659,691

100

28,045,848

100

  1. The balances presented above do not include cash, deposits and tradable securities, which, as of December 31, 2022, amounted to NIS 2.9 billion (consolidated) and NIS 1.0 billion (expanded solo), and as of December 31, 2022, they amounted to NIS 2.3 billion (consolidated) and NIS 409 million (expanded solo).
    (**) Including investment in real estate companies held by Amot and/or by BE and which are presented in the consolidated financial statements using the equity method.
    5.3 Information regarding investments in the renewable energies segment

Energix engages, by itself and through subsidiaries and partnerships under its full control or under joint control, in the initiation, development, financing, construction, management and operation of facilities for the generation and storage of electricity from renewable energy sources and in the sale of electricity generated in these facilities, with the intention of holding them for the long term. As of the date of the report, Energix has operations in Israel, Poland and the United States.

As part of Energix's total activity in Israel, the United States and Poland, the total capacity of its systems amounts to approx. 1,279 MW in commercially operated projects, approx. 533 MW in projects in development or pre-construction, approx. 473 MW in projects in

advanced initiation stages, approx. 6.3 GW in projects in the initiation stage,6 approx. 318 MWh in storage projects in the development stage and pre-construction, approx. 136 MWh in storage projects in advanced initiation stages and approx. 7 GWh in storage projects in the initiation stage. As of the reporting date, Energix owns facilities connected to the electricity grid and systems under construction and development at a depreciated cost of NIS 7.6 billion - for details, see Chapter E below.

The balance of the Company's investment (expanded solo) in Energix as of December 31, 2023 is NIS 1,151 million.

The following is information regarding the Group's main investments in the renewable energies segment:

  • Commercially operated projects are projects whose construction has been completed and the electricity produced in them is fed into the relevant electricity grid; projects in development or pre-construction are the Energix's projects that are in the construction process or that the actual start of construction is expected in the near future; projects in advanced initiation stages are Energix's backlog of projects that the Energix estimates can be financially closed or ready for construction within the next 12 months or initiative projects that have won a guaranteed tariff; initiation projects are the backlog of the Energix's projects at various stages of development which may mature into development projects, for which the Energix has an interest in the land and it is working to obtain the permits and approvals required for their construction; project backlog for includes projects in commercial operation, projects whose construction and/or connection to the grid has been partially completed, projects in development and just prior to construction and advanced initiative projects.

Description of the Corporation's Business | 8

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Alony-Hetz Properties & Investments Ltd. published this content on 02 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2024 10:27:05 UTC.