Market Newsdesk

November 23, 2020 2:18 am

LeoVegas launches record-large jackpot

LeoVegas increases the level of entertainment and launching LeoJackpot, a unique and record-large jackpot that gives the players a chance to win SEK 50 m (EUR 5 m) in their mobile device.

PR Newswire

STOCKHOLM, Nov. 23, 2020 /PRNewswire/ — LeoVegas is taking a further step toward being King of Casino and elevating its excitement and entertainment value with the launch of LeoJackpot. The jackpot is one of the world’s biggest in online casino and is exclusive for LeoVegas brands.

“We are thrilled to be able to offer even more gaming excitement in our most popular games via our exclusive jackpot,” comments Gustaf Hagman, Group CEO. “This shows the innovative strength that exists at LeoVegas and how we are constantly driving development in our part of the entertainment industry.”

The jackpot is progressive, with winnings from the start of SEK 50 m (EUR 5 m), which will successively grow bigger. LeoVegas will initially fund the jackpot with own money, which provides full flexibility in the design of the jackpot. The launch take place gradually in LeoVegas’ various markets.

For further information, please contact:

Gustaf Hagman, Group CEO

+46 (0) 8 410 367 66, [email protected]
Philip Doftvik, Director of Investor Relations and Corporate Finance
+46 73 512 07 20, [email protected]

About LeoVegas mobile gaming group:

LeoVegas vision and position is “King of Casino”. The global group LeoVegas Mobile Gaming Group offers games on Casino, Live Casino, Bingo and Sport. The parent company LeoVegas AB (publ.) is located in Sweden and its operations are mainly located in Malta. The company’s shares are listed on Nasdaq Stockholm. www.leovegasgroup.com

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/leovegas-mobile-gaming-group/r/leovegas-launches-record-large-jackpot,c3241195

The following files are available for download:

https://mb.cision.com/Main/17434/3241195/1338127.pdf	LeoVegas launches record-large jackpot
https://news.cision.com/leovegas-mobile-gaming-group/i/leojackpot,c2852576	LeoJackpot

View original content:http://www.prnewswire.com/news-releases/leovegas-launches-record-large-jackpot-301178686.html

SOURCE LeoVegas Mobile Gaming Group

November 23, 2020 2:18 am

GENFIT Announces Final Terms For Proposed Renegotiation of 2022 OCEANE Convertible Bonds

Company proposes to the 2022 OCEANEs holders a partial buyback at €16.40 euros per bond, subject to a €50 million euros buyback amount
Conversion ratio adjustment from 1: 1 to 1: 5.5; and
Additional amendments of 2022 OCEANEs terms

Lille (France), Cambridge (Massachusetts, United States), November 23, 2020
– GENFIT (Nasdaq and Euronext: GNFT) a late-stage biopharmaceutical company dedicated to improving the lives of patients with metabolic and chronic liver diseases, today announced the final terms of the partial buyback of its convertible bonds maturing in October 2022 (“2022 OCEANEs” or “OCEANEs”) and the proposed amendment of the existing terms of the 2022 OCEANEs.

Objectives for the Proposed Renegotiation of 2022 OCEANE Terms

On November 16, 2020, GENFIT announced its intention to propose a partial buyback of the 2022 OCEANEs, as well as an amendment of the existing terms, with the objective of:

Capital preservation for the Company’s operational functionality;
Reduction of the nominal amount of financial debt to be redeemed;
Deferment of the OCEANEs maturity date in line with the next milestones in the Company’s two main programs: the ELATIVE™ Phase 3 clinical trial evaluating elafibranor in PBC and the NIS4^™ technology for NASH diagnosis;
Maximization of potential value-creation for shareholders and the 2022 OCEANEs holders.

Under these new terms, the final maturity of the 2022 OCEANEs would be deferred until October 16, 2025. The initiation of the early redemption period¹ would be deferred until November 3, 2023.

Finally, in line with previous guidance, the Company has appointed Natixis and Kepler Cheuvreux (the “Counsels”) to assist GENFIT with this transaction.

Partial buyback price, adjustment of the conversion ratio, and additional amendments to the existing terms of the 2022 OCEANEs

The Company and its Counsels have collected feedback from the 2022 OCEANEs holders in order to set the definitive terms of the partial buyback and the amendments of terms and conditions of the residual portion (following the partial buyback) of the 2022 OCEANEs.

The Company undertakes to repurchase, at a price of €16.40 per 2022 OCEANE, a maximum of 3,048,780 2022 OCEANEs, representing an amount equivalent to 50.1% of the outstanding 2022 OCEANEs.

The Company proposes to amend the terms of the 2022 OCEANEs that will not be repurchased and cancelled, as described below:

Maturity extension until October 16, 2025;
Increase of the conversion ratio from 1:1 to 1:5.5;
Deferral of the initiation of the early redemption period provided for in the 2022 OCEANEs terms and conditions (until November 3, 2023); and
Amendment of the ratchet clause adjusting the conversion ratio in the event of a tender offer targeting GENFIT shares, in order to take into account the extension of the 2022 OCEANEs maturity date from 2022 until 2025. The adjustment would be calculated from the date of approval by the 2022 OCEANEs holders of the amended terms (i.e. the date on which the 2022 OCEANEs holders meeting would be held) until the new maturity date (i.e. October 16, 2025).

The nominal value as well as the redemption price of the OCEANEs will remain unchanged at €29.60 per OCEANE. The other terms and conditions of the OCEANEs not mentioned above will remain unchanged.

The buyback price of €16.40 takes into account accrued interest until the buyback effective date that is anticipated to occur in January 2021, subject to the conditions set out below. The exact buyback date will be communicated at a later date.

Considering the new conversion ratio, the new shares that could be issued upon conversion of the OCEANEs would represent 42.9% of the current share capital of the Company (against 15.6% with the current conversion ratio). In the event of a full conversion of the OCEANEs, the OCEANEs holders would hold 30.0% of the share capital of the Company (29.7% in the case of exercise of the outstanding stock options, share warrants (BSA), and final allocation of the outstanding free shares as of the date hereof).

Implementation

The Company will collect through its Counsels, or through the 2022 OCEANEs Bondholder Representative (Representant de la Masse, at [email protected]) for the retail holders, the buyback requests through a fixed price reverse book building process.

Should the buyback requests from the 2022 OCEANEs holders exceed the €50 million maximum repurchase amount contemplated by the Company, buyback requests will be reduced proportionally to ensure equal treatment among all the 2022 OCEANEs holders.

Upon collection of requests and potential reduction as described above, the 2022 OCEANEs holders and the Company will be invited to enter into a Bond Repurchase Agreement, a draft of which is available upon request to the Counsels and, for retail holders, from the 2022 OCEANEs Bondholder Representative.

The reverse book building period, at a fixed price, will begin on November 23, 2020, and end on November 27, 2020 (inclusive).

Should the buyback requests be significantly lower than the €50 million repurchase proposal, the Company would withdraw its partial buyback and the 2022 OCEANEs terms amendment offer.

The partial buyback will remain contingent on and will occur after the following two events:

Approval by the Extraordinary General Meeting of the Company’s shareholders of the new conversion ratio;
Approval by the 2022 OCEANEs holders of the aforementioned amendments.

Upon receipt of the selling commitments from the 2022 OCEANEs holders through the signing of the Bond Repurchase Agreements, the Company will convene a general meeting of the shareholders and a general meeting of the 2022 OCEANEs holders, which are expected to be held in the first quarter of 2021.

ABOUT GENFIT

GENFIT is a late-stage biopharmaceutical company dedicated to improving the lives of patients with cholestatic and metabolic chronic liver diseases. GENFIT is a pioneer in the field of nuclear receptor-based drug discovery, with a rich history and strong scientific heritage spanning more than two decades. GENFIT is currently enrolling in a Phase 3 clinical trial evaluating elafibranor in patients with primary biliary cholangitis (PBC). As part of GENFIT’s comprehensive approach to clinical management of patients with liver disease, the Company is also developing NIS4™, a new, non-invasive blood-based diagnostic technology which could enable easier identification of patients with at-risk NASH. NIS4™ technology has been licensed to LabCorp in the U.S. and Canada for the development and commercialization of a blood-based molecular diagnostic test powered by NIS4™ technology. GENFIT has facilities in Lille and Paris, France, and Cambridge, MA, USA. GENFIT is a publicly traded company listed on the Nasdaq Global Select Market and on compartment B of Euronext’s regulated market in Paris (Nasdaq and Euronext: GNFT). www.genfit.com

FORWARD LOOKING STATEMENTS

This press release contains certain forward-looking statements, including those within the meaning of the Private Securities Litigation Reform Act of 1995, with respect to GENFIT, including statements regarding our capacity to renegotiate the terms of our 2022 OCEANEs convertible bonds and that the final terms of this proposal will be approved by the shareholders’ general meeting and general meeting of 2022 OCEANEs holders. The use of certain words, including “believe,” “potential,” “expect” and “will” and similar expressions, is intended to identify forward-looking statements. Although the Company believes its expectations are based on the current expectations and reasonable assumptions of the Company’s management, these forward-looking statements are subject to numerous known and unknown risks and uncertainties, which could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. These risks and uncertainties include, among other things, the uncertainties inherent in research and development, including related to safety, biomarkers, progression of, and results from, its ongoing and planned clinical trials, review and approvals by regulatory authorities of its drug and diagnostic candidates, exchange rate fluctuations and the Company’s continued ability to raise capital to fund its development, as well as those risks and uncertainties discussed or identified in the Company’s public filings with the French Autorité des marchés financiers (“AMF”), including those listed in Section 4 “Main Risks and Uncertainties” of the Company’s 2019 Universal Registration Document filed with the AMF on May 27, 2020 under n° D.20-0503, which is available on GENFIT’s website (www.genfit.com) and on the website of the AMF (www.amf-france.org) and public filings and reports filed with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s 20-F dated May 27, 2020. In addition, even if the Company’s results, performance, financial condition and liquidity, and the development of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods. These forward-looking statements speak only as of the date of publication of this document. Other than as required by applicable law, the Company does not undertake any obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise.

CONTACT

GENFIT | Investors

Naomi EICHENBAUM – Investor Relations | Tel: +1 (617) 714 5252 | [email protected]

PRESS RELATIONS | Media

Hélène LAVIN – Press relations | Tel: +333 2016 4000 | [email protected]

GENFIT | 885 Avenue Eugène Avinée, 59120 Loos – FRANCE | +333 2016 4000 | www.genfit.com

¹
Early redemption event at the Company’s option which may encourage the conversion of the OCEANEs into shares in the event the Company’s share price exceeds 150% of the conversion price over a specified period.

Attachment

GENFIT Announces Final Terms For Proposed Renegotiation of 2022 OCEANE Convertible Bonds

November 23, 2020 2:06 am

Niu Technologies Announces Changes to Board and Committee Compositions

BEIJING, Nov. 23, 2020 (GLOBE NEWSWIRE) — Niu Technologies (“NIU”, or “the Company”) (NASDAQ: NIU), the world’s leading provider of smart urban mobility solutions, today announced changes to its board of directors (the “Board”) and committees of the Board. Ms. Jenny Hong Wei Lee has resigned as an independent director from the Board and as the chairperson of the compensation committee of the Board. Ms. Jenny Hong Wei Lee’s resignation did not result from any disagreement with the Company.

Mr. John Jinshu Zhang will join the compensation committee as the chairperson. After the changes, the Board will consist of six members, four of whom are independent directors, including Mr. Changqing Ye, Mr. Mei-Wei Cheng, Mr. Julian Juul Wolhardt and Mr. John Jinshu Zhang.

About NIU

As the world’s leading provider of smart urban mobility solutions, NIU designs, manufactures and sells high-performance electric bicycles and motorcycles. NIU has a product portfolio consisting of seven series, four e-scooter series, including NQi, MQi and UQi with smart functions and Gova, two urban commuter electric motorcycles series RQi and TQi, and a performance bicycle series, NIU Aero. Different series of products address the needs of different segments of modern urban residents and resolve the demands of different scenarios of urban travel, while being united through a common design language that emphasizes style, freedom and technology. NIU has adopted an omnichannel retail model, integrating the offline and online channels, to offer the products and services. For more information, please visit www.niu.com.

Safe Harbor Statement

This press release contains statements that may constitute forward-looking statements made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. NIU may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about NIU’s beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NIU’s strategies; NIU’s future business development, financial condition and results of operations; NIU’s ability to maintain and enhance its “NIU” brand; its ability to innovate and successfully launch new products and services; its ability to maintain and expand its offline distribution network; its ability to satisfy the mandated safety standards relating to e-scooters; its ability to secure supply of components and raw materials used in e-scooters; its ability to manufacture, launch and sell smart e-scooters meeting customer expectations; its ability to grow collaboration with operation partners; its ability to control costs associated with its operations; general economic and business conditions in China and globally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in NIU’s filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and NIU does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact
:

Niu Technologies
Jason Yang
Investor Relations Manager
E-mail: [email protected]

November 23, 2020 2:03 am

Tuniu to Report Third Quarter 2020 Financial Results on December 1, 2020

PR Newswire

NANJING, China, Nov. 23, 2020 /PRNewswire/ — Tuniu Corporation (NASDAQ:TOUR) (“Tuniu” or the “Company”), a leading online leisure travel company in China, today announced that it plans to release its unaudited financial results for the third quarter ended September 30, 2020, before the market opens on December 1, 2020.

Tuniu’s management will hold an earnings conference call at 8:00 am U.S. Eastern Time on December 1, 2020 (9:00 pmBeijing/Hong Kong Time on December 1, 2020).

Listeners may access the call by dialing the following numbers:


US	+1-888-346-8982
Hong Kong	+852-301-84992
China	4001-201203
International	+1-412-902-4272

Conference ID: Tuniu 3Q 2020 Earnings Call

A telephone replay will be available one hour after the end of the conference call through December 8, 2020. The dial-in details are as follows:

US	+1-877-344-7529
International	+1-412-317-0088

Replay Access Code: 10150213

Additionally, a live and archived webcast of this conference call will be available at http://ir.tuniu.com/.

About Tuniu Corporation

Tuniu (Nasdaq:TOUR) is a leading online leisure travel company in China that offers a large selection of packaged tours, including organized and self-guided tours, as well as travel-related services for leisure travelers through its website tuniu.com and mobile platform. Tuniu covers over 420 departing cities throughout China and all popular destinations worldwide. Tuniu provides one-stop leisure travel solutions and a compelling customer experience through its online platform and offline service network, including a dedicated team of professional customer service representatives, 24/7 call centers, extensive networks of offline retail stores and self-operated local tour operators. For more information, please visit http://ir.tuniu.com.

View original content:http://www.prnewswire.com/news-releases/tuniu-to-report-third-quarter-2020-financial-results-on-december-1-2020-301178648.html

SOURCE Tuniu Corporation

November 23, 2020 2:03 am

Immunocore’s tebentafusp demonstrates superior overall survival compared to investigator’s choice in a Phase 3 clinical trial of patients with previously untreated metastatic uveal melanoma

PRESS RELEASE

Immunocore’s tebentafusp demonstrates superior overall survival compared to investigator’s choice in a Phase 3 clinical trial of patients with previously untreated metastatic uveal melanoma

The primary endpoint of Overall Survival favored tebentafusp with a Hazard Ratio = 0.51 (95% CI: 0.36, 0.71), p< 0.0001 at the first pre-planned interim analysis conducted by the independent Data Monitoring Committee

First positive Phase 3 clinical trial for any T cell receptor therapeutic and first for any bispecific in a solid tumor

Tebentafusp has the potential to be the first new therapy to improve OS in patients with metastatic uveal melanoma in 40 years

(OXFORDSHIRE, England & CONSHOHOCKEN, Penn. & ROCKVILLE, Md., US, 23 November 2020) Immunocore (the “Company”), a late-stage biotechnology company pioneering the development of a novel class of TCR bispecific immunotherapies designed to treat a broad range of diseases, including cancer, infectious and autoimmune, today announced that its Phase 3 IMCgp100-202 clinical trial of tebentafusp (IMCgp100) vs. investigator choice in metastatic uveal melanoma (mUM) has met the pre-defined boundaries for statistical significance of the primary endpoint of Overall Survival (OS) in its first pre-planned interim analysis conducted by the independent data monitoring committee. The OS Hazard Ratio (HR) in the intent-to-treat population favored tebentafusp, HR=0.51 (95% CI: 0.36, 0.71); p< 0.0001, over investigator’s choice (82% pembrolizumab; 12% ipilimumab; 6% dacarbazine). Although not yet mature, the Kaplan-Meier estimates suggest a 1-year OS rate of approximately 73% vs 58%, respectively. The efficacy data confirm the promising OS observed in the phase 2 study IMCgp100-102 in previously treated mUM which will be presented next month at the ESMO Immuno-Oncology Virtual Congress 2020.

Bahija Jallal, Chief Executive Officer of Immunocore said: “A positive survival benefit for tebentafusp represents a major step towards bringing a potential new treatment for cancer patients with a high unmet need. If approved, tebentafusp would be the first new therapy to improve overall survival in 40 years and to be specifically indicated for metastatic uveal melanoma, a disease with poor survival and where new therapies are urgently needed. We look forward to sharing these data with the medical community and Health Authorities in the near future.”

Tebentafusp is a novel bispecific protein comprised of a soluble T cell receptor fused to an anti-CD3 immune-effector domain. It is engineered to specifically target gp100, a lineage antigen expressed in melanocytes and melanoma, and is the first molecule developed using Immunocore’s ImmTAC technology platform designed to redirect and activate T cells to recognize and kill tumor cells. Tebentafusp has been granted Fast Track Designation by the U.S. Food and Drug Administration (FDA) and has previously been granted orphan drug designation for uveal melanoma by the FDA and Promising Innovative Medicine designation under UK Early Access to Medicines Scheme.

“To our knowledge, this is the first survival benefit for any TCR therapeutic and for any bispecific in a solid tumor. The survival benefit observed in a randomized trial against checkpoint inhibitors validates our ImmTAC platform as we expand to study other cancers with high unmet need,”
said David Berman, Head of R&D
, “Uveal
melanoma has one of the lowest tumor mutational burdens (TMB) and these results suggest our ImmTAC platform should be evaluated in tumors with low or high TMB status.”

The Phase 3 IMCgp100-202 clinical trial is designed to evaluate the OS of tebentafusp compared to investigator’s choice (either dacarbazine, ipilimumab or pembrolizumab) in patients with previously untreatedmUM. 378 patients were randomized in a 2:1 ratio to either tebentafusp or investigator’s choice. Final results from IMCgp100-202 are expected to be presented at an upcoming scientific conference and to be submitted for publication in a peer-reviewed journal.

– Ends –

About Immunocore

Immunocore is a late-stage biotechnology company pioneering the development of a novel class of TCR bispecific immunotherapies called ImmTAX – Immune mobilizing monoclonal TCRs Against X disease – designed to treat a broad range of diseases, including cancer, infectious and autoimmune. Leveraging its proprietary, flexible, off-the-shelf ImmTAX platform, Immunocore is developing a deep pipeline in multiple therapeutic areas, including five clinical stage programs in oncology and infectious disease, advanced pre-clinical programs in autoimmune disease and multiple earlier pre-clinical programs. Immunocore’s most advanced oncology therapeutic candidate, tebentafusp, has demonstrated monotherapy activity in a Phase 2 clinical trial in metastatic uveal melanoma, a cancer that has historically proven to be insensitive to other immunotherapies, and is currently being studied in an ongoing Phase 3 clinical trial. Collaboration partners include Genentech, GlaxoSmithKline, AstraZeneca, Eli Lilly and Company, and the Bill and Melinda Gates Foundation. Immunocore is headquartered at Milton Park, Oxfordshire, U.K., with offices in Conshohocken, Pennsylvania and Rockville, Maryland in the United States. For more information, please visit www.immunocore.com.

About ImmTAC® Molecules

Immunocore’s proprietary T cell receptor (TCR) technology generates a novel class of bispecific biologics called ImmTAC (Immune mobilising monoclonal TCRs Against Cancer) molecules that are designed to redirect the immune system to recognise and kill cancerous cells. ImmTAC molecules are soluble TCRs engineered to recognise intracellular cancer antigens with ultra-high affinity and selectively kill these cancer cells via an anti-CD3 immune-activating effector function. Based on the demonstrated mechanism of T cell infiltration into human tumours, the ImmTAC mechanism of action holds the potential to treat hematologic and solid tumours, regardless of mutational burden or immune infiltration, including immune “cold” low mutation rate tumours.

About Tebentafusp

Tebentafusp is a novel bispecific protein comprised of a soluble T cell receptor fused to an anti-CD3 immune-effector function. Tebentafusp specifically targets gp100, a lineage antigen expressed in melanocytes and melanoma, and is the first molecule developed using Immunocore’s ImmTAC technology platform designed to redirect and activate T cells to recognise and kill tumour cells. Tebentafusp has been granted Fast Track Designation and orphan drug designation by the FDA in the United States and Promising Innovative Medicine (PIM) designation under the UK Early Access to Medicines Scheme for metastatic uveal melanoma. For more information about enrolling tebentafusp clinical trials for metastatic uveal melanoma, please visit ClinicalTrials.gov (NCT03070392).

About Uveal Melanoma

Uveal melanoma is a rare and aggressive form of melanoma, which affects the eye. Metastatic uveal melanoma typically has a poor prognosis and has no currently accepted optimal management or treatment.[1],[2] Although it is the most common primary intraocular malignancy in adults, the diagnosis is rare, with approximately 8,000 new patients diagnosed globally each year (1,600-2,000 cases/year in the US).[3],[4],[5] Up to 50% of people with uveal melanoma will eventually develop metastatic disease.1,2 When the cancer spreads beyond the eye, only approximately half of patients will survive for one year.[6]

For more information, please contact:

Immunocore

Debra Nielsen, Head of Communications
T: +1 (610) 368-8602
E: [email protected]
Follow on Twitter: @Immunocore

Consilium Strategic Communications (corporate and financial)

Mary-Jane Elliott/ Chris Welsh/ Sukaina Virji
T: +44 (0)203 709 5700
E: [email protected]

[1] Damato BE, Dukes J, Goodall H, Carvajal RD. Tebentafusp: T cell redirection for the treatment of metastatic uveal melanoma. Cancers. 2019;11(7):971.

[2] Carvajal, RD, Schwartz, GK, Tezel, T, et al., 2017. Metastatic disease from uveal melanoma: treatment options and future prospects. British Journal of Ophthalmology, 101(1), 38-44.

[3] Pandiani C, Béranger GE, Leclerc J, Ballotti R, Bertolotto C. Focus on cutaneous and uveal melanoma specificities. Genes Dev. 2017;31(8):724-743.

[4] Jovanovic P, Mihajlovic M, Djordjevic-Jocic J, Vlajkovic S, Cekic S, Stefanovic V. Ocular melanoma: an overview of the current status. Int J Clin Exp Pathol. 2013;6(7):1230-1244.

[5] About ocular melanoma. Ocular Melanoma Foundation website. www.ocularmelanoma.org/about-om.htm. Accessed September 2019.

[6] Rantala ES, Hernberg M, Kivelä TT. Overall survival after treatment for metastatic uveal melanoma: a systematic review and meta-analysis. Melanoma Res 2019

November 23, 2020 2:03 am

Niu Technologies Announces Third Quarter 2020 Financial Results

—
Third
Quarter
Total
v
olume of
e-
s
cooter
s
ales
up
6
7
.
9
% y
ear over year

—
T
hir
d
Quarter
R
evenue
s
of
RMB
8
9
4
.
5
million,
up
3
6
.
7
% y
ear over year

—
Third
Quarter
N
et
income
of RMB
80.0
million,
compared
with
RMB
66
.
4
million
in the
thir
d
quarter of
last year

Thir
d
Quarter 20
20
Financial Highlights

R
evenues were RMB 894.5 million, an increase of 36.7% year over year
Gross margin was 20.9%, compared with 22.2% in the third quarter of last year
Net
income was RMB 80.0 million, compared with RMB 66.4 million in the third quarter of last year
Adjusted
net
income
(non-GAAP)
¹ was RMB 90.6 million, compared with RMB 72.5 million in the third quarter of last year

Thir
d
Quarter
20
20
Operating Highlights

The number of e-scooters sold reached 250,889, up 67.9% year over year
The number of e-scooters sold in China reached 245,293, up 70.2% year over year
The number of e-scooters sold in the international markets reached 5,596, up 6.3% year over year
The number of franchised stores in China was 1,266, an increase of 182 since June 30, 2020
International sales network expanded to 36 distributors covering 46 countries

Dr. Yan Li, Chief Executive Officer of the Company, commented: “We are very pleased to see the strong sales growth in China during the third quarter. Our China sales volume increased by 70% year over year driven by new products launched earlier this year and retail network expansion. Our international sales were affected by rebound of COVID-19 and sales volume grew by 6% only. We are working closely with our international distributors to mitigate the impact in order to bring our sales back to fast growth track. Our gross margin declined to 20.9% mainly due to sales promotions and higher proportion of sales from G0 model which has lower sales price and gross margin than other models. However, with the continued cost optimization efforts, we expect our gross margin to improve.”

Dr. Li continued, “In the fourth quarter, we plan to launch our new Gova product in Indonesia market. The marketing campaign and pre-sales will start from December. We are very excited about the growth prospective of Indonesia market and plan to expand our product portfolio and retail sales network in the next few years.”

Thir
d
Quarter 20
20
Financial Results

R
evenue
s were RMB 894.5 million, an increase of 36.7% year over year, due to higher sales volume of 67.9%, partially offset by decreased revenues per e-scooter of 18.6%.

R evenues (in RMB million)	2 020 Q 3	2 019 Q 3	% change Y oY
E-scooter sales from China market	740.8	532.1	+39.2%
E-scooter sales from international markets	59.6	44.1	+35.2%
E-scooter sales, sub-total	800.4	576.2	+38.9%
Accessories, spare parts and services	94.1	78.3	+20.2%
Total	894.5	654.5	+36.7%

R evenues per e-scooter (in RMB )	2 020 Q 3	2 019 Q 3	% change Y oY
E-scooter sales from China market²	3,020	3,691	-18.2%
E-scooter sales from international markets²	10,647	8,366	+27.3%
E-scooter sales	3,190	3,856	-17.3%
Accessories, spare parts and services³	375	524	-28.4%
Revenues per e-scooter	3,565	4,380	-18.6%

E-scooter sales revenues from China market were RMB 740.8 million, an increase of 39.2%, and represented 92.6% of total e-scooter revenues. The increase was mainly driven by retail network expansion and new product launches in China.
E-scooter sales revenues from international markets were RMB 59.6 million, an increase of 35.2%, and represented 7.4% of total e-scooter revenues. The increase was mainly driven by higher average sales price in the international markets.
Accessories, spare parts sales and service revenues were RMB 94.1 million, an increase of 20.2% and represented 10.5% of total revenues. The increase was mainly due to higher sales from China market.
Decreased revenues per e-scooter was mainly driven by sales discount, the sales of new product G0 which has a lower sales price compared with other models, and lower revenue per-scooter from accessories, spare parts and services as a result of slower growth in accessories and spare parts sales from international markets.

Cost of revenue
s was RMB 707.4 million, an increase of 38.9% year over year, mainly due to higher e-scooter sales volume. The cost per e-scooter, defined as cost of revenues divided by the number of e-scooters sold in a specified period, was RMB 2,819, down 17.3% from RMB 3,408 in the third quarter 2019 mainly due to change in product mix and lower raw materials cost.

Gross
m
argin was 20.9%, compared with 22.2% in the same period of 2019. The decrease was mainly due to sales discount and high sales volume of G0 model with lower gross margin, partially offset by the cost savings on raw materials.

Operating expenses were RMB 107.3 million, an increase of 23.4% from the same period of 2019. Operating expenses as a percentage of revenues was 12.0%, compared with 13.3% in the third quarter of 2019.

Selling and marketing expenses were RMB 50.8 million (including RMB 2.8 million of share-based compensation), a decrease of 11.0% from RMB 57.1 million in the third quarter of 2019. The decrease was mainly due to the decrease in advertising and promotion expense of RMB 9.1 million and the decrease of traveling and conference expense of RMB 0.9 million. The lower expenses were partially offset by the increase of depreciation and amortization expense of RMB 2.2 million which was due to opening of new franchised stores, and by the increase in share-based compensation expenses of RMB 1.5 million. Selling and marketing expenses as a percentage of revenues was 5.7% compared with 8.7% in the third quarter of 2019.
Research and development expenses were RMB 28.9 million (including RMB 3.0 million of share-based compensation), an increase of 69.4% from RMB 17.1 million in the third quarter of 2019, mainly due to the increase in staff cost of RMB 5.8 million, the increase in design expense of RMB 4.0 million due to more new products development, and the increase in share-based compensation expenses of RMB 1.6 million. Research and development expenses as a percentage of revenues was 3.2%, compared with 2.6% in the third quarter of 2019.
General and administrative expenses were RMB 27.5 million (including RMB 4.6 million of share-based compensation), an increase of 115.8% from RMB 12.8 million in the third quarter of 2019, mainly due to the increase in foreign currency exchange loss of RMB 7.4 million, the increase in taxes and surcharges of RMB 1.9 million, the increase in share-based compensation expenses of RMB 1.3 million, the increase in professional fee of RMB 1.2 million, the increase in rental, depreciation and amortization expense of RMB 1.1 million, and the increase in office and travelling expense of RMB 1.0 million. General and administrative expenses as a percentage of revenues was 3.1%, compared with 1.9% in the third quarter of 2019.

Operating expenses excluding share-based compensation were RMB 96.9 million, increased by 19.7% year over year, and represented 10.8% of revenues, compared with 12.4% in the third quarter of 2019.

Selling and marketing expenses excluding share-based compensation were RMB 48.1 million, a decrease of 13.9% year over year, and represented 5.4% of revenues, compared with 8.5% in the third quarter of 2019.
Research and development expenses excluding share-based compensation were RMB 25.9 million, an increase of 65.3% year over year, and represented 2.9% of revenues, compared with 2.4% in the third quarter of 2019.
General and administrative expenses excluding share-based compensation were RMB 22.9 million, an increase of 141.6% year over year, and represented 2.6% of revenues, compared with 1.4% in the third quarter of 2019.

Government grants were RMB 1.1 million, decreased by RMB 11.5 million from the same period of 2019.

Share
–
based compensation was RMB 10.6 million, an increase of RMB 4.5 million from the same period of 2019.
Net income was RMB 80.0 million, compared with RMB 66.4 million in the third quarter of 2019. The net income margin was 8.9%, compared with 10.1% in the same period of 2019.

Adjusted
net
income
(non-GAAP) was RMB 90.6 million, compared with RMB 72.5 million in the third quarter of 2019. The adjusted net income margin⁴ was 10.1%, compared with 11.1% in the same period of 2019.

Basic and diluted
net
income
per ADS were RMB 1.06 (US$ 0.16) and RMB 1.01 (US$ 0.15), respectively.
Balance Sheet
As of September 30, 2020, the Company had cash and cash equivalents, term deposits and short-term investments of RMB 1,301.2 million in aggregate. The Company had restricted cash of RMB 176.9 million and short-term bank borrowings of RMB 180.0 million.

Recent Development

In October 2020, NIU sold 31,935 e-scooters, representing a decrease of 6.0% year-over-year. The number of e-scooters sold in the international markets reached 2,275, representing an 83.9% year-over-year growth. The number of e-scooters sold in China market reached 29,660, representing a decrease of 9.4% year-over-year. The decrease was mainly caused by fluctuation of demand in the China market, and also by a 3-day suspension of production and delivery at our factory due to facility and machinery maintenance.

In November 2020, our sales volume for the first 19 days has surpassed the total sales volume for the entire month of November 2019.

Business
Outlook

NIU expects revenues of the fourth quarter 2020 to be in the range of RMB 565 million to RMB 615 million, representing a year-over-year increase of 5% to 15%.

The above outlook is based on information available as of the date of this press release and reflects the Company’s current and preliminary expectation, which is subject to change in light of uncertainties and situations related to how COVID-19 develops.

Conference Call

The Company will host an earnings conference call on Monday, November 23, 2020 at 8:00 AM U.S. Eastern Time (9:00 PM Beijing/Hong Kong Time) to discuss its third quarter 2020 financial and business results and provide a corporate update.

To join via phone, participants need to register in advance of the conference call using the link provided below. Upon registration, participants will receive dial-in numbers, an event passcode, and a unique registrant ID, which will be used to join the conference call.

Event:	Niu Technologies Third Quarter 2020 Earnings Conference Call
Registration Link:	http://apac.directeventreg.com/registration/event/9335298
Conference ID:	9335298

A live and archived webcast of the conference call will be available on the investor relations website at https://ir.niu.com/news-and-events/webcasts-and-presentations.

A replay of the conference call can be accessed by phone two hours later at the following numbers until December 1, 2020.

United States	+1-855-452-5696
International	+61-281-990-299
Hong Kong	800-963-117
Mainland China	400-602-2065
Conference ID	9335298

About NIU

Use of Non-GAAP Financial Measures

To supplement NIU’s consolidated financial results presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”), NIU uses the following non-GAAP financial measures: adjusted net income and adjusted net income margin. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

NIU believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding certain items that may not be indicative of its operating results. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to NIU’s historical performance. The Company believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using these non-GAAP financial measures is that these non-GAAP measures exclude certain items that have been and will continue to be for the foreseeable future a significant component in the Company’s results of operations. These non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data.

Adjusted net income is defined as net income excluding share-based compensation expenses. Adjusted net income margin is defined as adjusted net income as a percentage of the revenues.

For more information on non-GAAP financial measures, please see the tables captioned “Reconciliation of GAAP and Non-GAAP Results.”

Exchange Rate

This announcement contains translations of certain RMB amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the readers. Unless otherwise stated, all translations from RMB to US$ were made at the rate of RMB 6.7896 to US$ 1.00, the exchange rate in effect as of September 30, 2020, as set forth in the H.10 Statistical release of the Board of Governors of the Federal Reserve System. The Company makes no representation that the RMB or US$ amounts referred could be converted into US$ or RMB, as the case may be, at any particular rate or at all.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as NIU’s strategic and operational plans, contain forward-looking statements. NIU may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about NIU’s beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NIU’s strategies; NIU’s future business development, financial condition and results of operations; NIU’s ability to maintain and enhance its “NIU” brand; its ability to innovate and successfully launch new products and services; its ability to maintain and expand its offline distribution network; its ability to satisfy the mandated safety standards relating to e-scooters; its ability to secure supply of components and raw materials used in e-scooters; its ability to manufacture, launch and sell smart e-scooters meeting customer expectations; its ability to grow collaboration with operation partners; its ability to control costs associated with its operations; general economic and business conditions in China and globally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in NIU’s filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and NIU does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact:

Niu Technologies
Jason Yang
Investor Relations Manager
E-mail: [email protected]

NIU TECHNOLOGIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	As of
	December 31,		September 30,		September 30,
	2019		2020		2020
	RMB		RMB		US$
ASSETS
Current assets
Cash and cash equivalents	279,945,942		158,156,499		23,293,935
Term deposits	174,404,554		239,085,155		35,213,437
Restricted cash	221,656,071		176,873,341		26,050,628
Short-term investments	310,439,321		903,961,667		133,139,164
Accounts receivable, net	115,228,700		38,713,432		5,701,872
Inventories	178,633,299		143,755,773		21,172,937
Prepayments and other current assets	30,982,131		33,519,316		4,936,862
Total current assets	1,311,290,018		1,694,065,183		249,508,835

Non-current assets
Property and equipment, net	150,891,344		174,140,242		25,648,086
Intangible assets, net	7,779,749		6,263,104		922,456
Land use right, net	34,355,936		33,834,514		4,983,285
Deferred income tax assets	–		17,261,016		2,542,273
Other non-current assets	6,522,561		44,856,465		6,606,642
Total non-current assets	199,549,590		276,355,341		40,702,742

Total assets	1,510,839,608		1,970,420,524		290,211,577

LIABILITIES
Current liabilities
Short-term bank borrowings	217,394,132		180,000,000		26,511,135
Accounts payable	258,988,264		549,320,026		80,906,095
Income taxes payable	3,013,805		20,054,723		2,953,741
Advance from customers	7,478,309		28,338,972		4,173,879
Deferred revenue-current	31,105,700		24,076,302		3,546,056
Accrued expenses and other current liabilities	175,533,397		200,944,967		29,595,995
Total current liabilities	693,513,607		1,002,734,990		147,686,901

Deferred revenue-non-current	2,171,033		3,677,815		541,684
Deferred income tax liability	1,265,780		–		–
Other non-current liabilities	22,358,968		28,241,423		4,159,513
Total non-current liabilities	25,795,781		31,919,238		4,701,197

Total liabilities	719,309,388		1,034,654,228		152,388,098

SHAREHOLDERS’ EQUITY:
Class A ordinary shares	84,494		86,972		12,810
Class B ordinary shares	11,977		11,202		1,650
Additional paid-in capital	1,738,102,741		1,784,344,435		262,805,531
Accumulated other comprehensive loss	(12,368,224	)	(24,832,912	)	(3,657,493	)
Accumulated deficit	(934,300,768	)	(823,843,401	)	(121,339,019	)
Total shareholders’ equity	791,530,220		935,766,296		137,823,479

Total liabilities and shareholders’ equity	1,510,839,608		1,970,420,524		290,211,577

NIU TECHNOLOGIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three months ended September 30,						Nine months ended September 30,
	2019		2020				2019		2020
	RMB		RMB		US$		RMB		RMB		US$
Revenues	654,457,316		894,464,268		131,740,348		1,540,182,595		1,772,339,186		261,037,349
Cost of revenues^(a)	(509,226,828	)	(707,360,744	)	(104,182,977	)	(1,193,792,703	)	(1,382,236,093	)	(203,581,373	)
Gross profit	145,230,488		187,103,524		27,557,371		346,389,892		390,103,093		57,455,976

Operating expenses:
Selling and marketing expenses^(a)	(57,130,290	)	(50,837,916	)	(7,487,616	)	(133,992,951	)	(140,614,281	)	(20,710,245	)
Research and development expenses^(a)	(17,061,618	)	(28,899,391	)	(4,256,420	)	(48,097,804	)	(75,611,663	)	(11,136,394	)
General and administrative expenses^(a)	(12,755,041	)	(27,520,025	)	(4,053,262	)	(53,350,498	)	(74,779,905	)	(11,013,890	)
Total operating expenses	(86,946,949	)	(107,257,332	)	(15,797,298	)	(235,441,253	)	(291,005,849	)	(42,860,529	)
Government grants	12,593,190		1,110,121		163,503		16,371,120		9,202,371		1,355,363
Operating income	70,876,729		80,956,313		11,923,576		127,319,759		108,299,615		15,950,810

Interest expense	(3,181,184	)	(1,860,930	)	(274,085	)	(8,185,509	)	(5,609,889	)	(826,247	)
Interest income	4,843,500		1,705,239		251,155		14,650,950		7,073,118		1,041,758
Investment income	1,654,449		4,312,634		635,182		3,381,554		8,208,884		1,209,038
Income before income taxes	74,193,494		85,113,256		12,535,828		137,166,754		117,971,728		17,375,359
Income tax expense	(7,778,647	)	(5,106,812	)	(752,152	)	(7,788,302	)	(7,514,361	)	(1,106,746	)
Net income	66,414,847		80,006,444		11,783,676		129,378,452		110,457,367		16,268,613

Other comprehensive income
Foreign currency translation adjustment	16,604,752		(21,210,855	)	(3,124,021	)	16,779,673		(14,663,948	)	(2,159,766	)
Unrealized gain on available for sale securities, net	853,726		1,033,589		152,231		902,000		2,199,260		323,916
Comprehensive income	83,873,325		59,829,178		8,811,886		147,060,125		97,992,679		14,432,763
Net income per ordinary share
—Basic	0.45		0.53		0.08		0.87		0.73		0.11
—Diluted	0.43		0.50		0.07		0.85		0.71		0.10
Net income per ADS
—Basic	0.89		1.06		0.16		1.74		1.47		0.22
—Diluted	0.87		1.01		0.15		1.69		1.41		0.21

Weighted average number of ordinary shares and ordinary shares equivalents outstanding used in computing net income per ordinary share
—Basic	149,139,114		151,421,638		151,421,638		148,880,453		150,478,559		150,478,559
—Diluted	153,149,234		158,776,078		158,776,078		153,031,577		156,297,293		156,297,293
Weighted average number of ADS outstanding used in computing net income per ADS
—Basic	74,569,557		75,710,819		75,710,819		74,440,227		75,239,280		75,239,280
—Diluted	76,574,617		79,388,039		79,388,039		76,515,789		78,148,647		78,148,647

Note:
(a) Includes share-based compensation expense as follows:
	Three months ended September 30,						Nine months ended September 30,
	2019		2020				2019		2020
	RMB		RMB		US$		RMB		RMB		US$
Cost of revenues	76,852		192,396		28,337		214,621		479,900		70,682
Selling and marketing expenses	1,332,752		2,782,878		409,874		3,041,915		7,273,878		1,071,326
Research and development expenses	1,385,910		2,986,491		439,863		2,257,838		8,068,468		1,188,357
General and administrative expenses	3,266,058		4,595,381		676,827		6,323,852		13,397,158		1,973,188
Total share-based compensation expense	6,061,572		10,557,146		1,554,901		11,838,226		29,219,404		4,303,553

NIU TECHNOLOGIES
RECONCILIATION OF GAAP AND NON-GAAP RESULTS

	Three months ended September 30,			Nine months ended September 30,
	2019	2020		2019	2020
	RMB	RMB	US$	RMB	RMB	US$
Net income	66,414,847	80,006,444	11,783,676	129,378,452	110,457,367	16,268,613
Add:
Share-based compensation expense	6,061,572	10,557,146	1,554,901	11,838,226	29,219,404	4,303,553
Adjusted net income	72,476,419	90,563,590	13,338,577	141,216,678	139,676,771	20,572,166

¹ Adjusted net income (non-GAAP) is defined as net income excluding share-based compensation expense.

² Revenues per e-scooter on e-scooter sales from China or international markets is defined as e-scooter sales revenues from China or international markets divided by the number of e-scooters sold in China or international market in a specific period

³ Revenues per e-scooter on accessories, spare parts and services is defined as accessories, spare parts and services revenues divided by the total number of e-scooters sold in a specific period

⁴ Adjusted net income margin is defined as adjusted net income (non-GAAP) as a percentage of the revenues.

November 23, 2020 1:52 am

Cellcom Israel announces Third Quarter 2020 Results

PR Newswire

NETANYA, Israel, Nov. 23, 2020 /PRNewswire/ —

Cellcom Israel concludes the third quarter of 2020 with an increase of 3% in revenues compared to the third quarter last year. Revenues totaled NIS 956 million. However, corona virus crisis continues to adversely affect the Company’s results and led to a loss of NIS 37³

million and Adjusted EBITDA¹of NIS 231 million for the third quarter

THIRD QUARTER 2020³ HIGHLIGHTS (compared to third quarter of 2019):

Total Revenues totaled NIS 956 million ($278 million) compared to NIS 928 million ($270 million) in the third quarter last year, an increase of 3.0%.
Service revenues totaled NIS 695 million ($202 million) compared to NIS 709 million ($206 million) in the third quarter last year, a decrease of 2.0%.
Equipment revenues totaled NIS 261 million ($76 million) compared to NIS 219 million ($64 million) in the third quarter last year, an increase of 19.2%.
Operating loss totaled NIS 6 million ($1 million) compared to Operating income of NIS 36 million ($10 million) in the third quarter last year.
Loss totaled NIS 37 million ($10 million) compared to NIS 2 million ($1 million) in the third quarter last year.
Adjusted
EBITDA¹ totaled NIS 231³ million ($67 million) compared to NIS 271 million ($79 million) in the third quarter last year, a decrease of 14.8%.
Net cash from operating activities totaled NIS 202 million ($59 million) compared to NIS 273 million ($79 million) in the third quarter last year, a decrease of 26.0%.
Free cash flow¹ totaled NIS 44 million ($13 million) compared to NIS 53 million ($15 million) in the third quarter last year (excluding a total of approximately NIS 181 million resulting from the sale of independent fiber optic infrastructure of the company in residential areas to IBC).

1	Please see “Use of Non-IFRS financial measures” section in continued of this press release.
2	As of January 1, 2019 the Company is applying International Financial Reporting Standard IFRS 16, Leases. The effects of applying the standard in the third quarter of 2020 and the third quarter of 2019 amounted to an increase of NIS 64 million and NIS 72 million in Adjusted EBITDA respectively, an increase of NIS 65 million and NIS 71 million in Cash flows from operating activities respectively.
3	The Group’s results include Golan’s results from the date closing of the transaction, i.e. as of September 2020

Avi Gabbay, the Company’s Chief Executive Officer, referred to the results of the third quarter of 2020:

“In the third quarter, we continued to deal with the effects of the Corona virus pandemic which continued to adversely affect the Company’s results. Given the many challenges, we are working to adjust our expense structure and remain focused on providing excellent service to our customers.

We continue to grow our TV and Internet subscriber-base and continue to transfer existing customers to fiber optic. Cellcom Israel currently has approximately 80,000 active fiber customers out of approximately 500,000 households in connected buildings to the IBC’s fiber infrastructure.

During the quarter, an investment agreement was signed for HOT to enter as a partner in IBC, pending regulatory approvals. The agreement will allow for a significant expansion in the scope of optical fiber deployment and at an accelerated pace. The wide deployment will transform Cellcom Israel from a company that relies on the fixed network of others to a partner in an extensive and independent infrastructure.

This quarter, we completed the acquisition of Golan Telecom Ltd. (“Golan”). The transaction strengthens Cellcom Israel’s position as a leading communications company and is expected to significantly contribute to Cellcom Israel’s adjusted EBITDA and free cash flow.

We received the license for 5G and we are setting up sites that will support this network alongside the expansion of our 4G network which improves the network’s performance and the level of service to our customers.”

Shai Amsalem, the Company’s Chief Financial Officer, said:

“The current quarter includes for the first time, the consolidation of Golan’s results, the acquisition of which was completed in late August and therefore the consolidation includes the results of only one month. The results of the third quarter, reflect the continued impact of the Corona virus pandemic which caused a sharp decline in roaming revenues from our customers travelling abroad and tourists arriving in Israel.

The Company’s operating expenses declined by NIS 20 million year over year and reflect the effect of the efficiency measures implemented by the Company. Operating expenses compared with the previous quarter increased due to an increase in activity in the Company’s service centers and points of sale.

Revenues from fixed-line services continued to grow, thanks to the recruitment of new Internet and TV customers and the transfer of existing customers to the fiber infrastructure.

Revenues from the sale of equipment in the cellular sector increased compared to the same period last year due to among other aspects an increase in online sales. At the same time, these sales carry low gross profit margin.

The Company’s adjusted EBITDA in the third quarter of 2020 amounted to NIS 231 million, reflecting a decrease of 14.8% compared with the corresponding quarter last year, mainly in light of the sharp decline in the Company’s revenue from roaming services.

Free cash flow for the third quarter of 2020 amounted to NIS 44 million, compared with NIS 53 million in the corresponding quarter (excluding the proceeds from the sale of our fiber network in residential neighborhoods to IBC). The decrease in free cash flow was mainly due to the continued impact of the decline in roaming revenues.”

Cellcom Israel Ltd. (NYSE: CEL; TASE: CEL) (“Cellcom Israel” or the “Company” or the “Group”) announced today its financial results for the third quarter of 2020.

Main Consolidated Financial Results:

	Q3/2020³	Q3/2019	Change%	Q3/2020	Q3/2019
	NIS million			US$ million (convenience translation)
Total revenues	956	928	3.0%	278	270
Operating (loss) Income	(6)	36	–	(1)	10
Loss	(37)	(2)	1,750%	(10)	(1)
Free cash flow	44	234	(81.2)%	13	68
Adjusted EBITDA	231	271	(14.8)%	67	79
Adjusted EBITDA, as percent of total revenues	24.2%	29.2%	(17.1)%

Main Financial Data by Operating Segments:

	*Cellular ()**			Fixed-line ()**			Inter-segment adjustments ()*		Consolidated results
NIS million	Q3’20	Q3’19	Change %	Q3’20	Q3’19	Change %	Q3’20	Q3’19	Q3’20	Q3’1 9	Change %
Total revenues	637	611	4.3%	365	358	2.0%	(46)	(41)	956	928	3.0%
Service revenues	414	439	(5.7)%	327	311	5.1%	(46)	(41)	695	709	(2.0)%
Equipment revenues	223	172	29.7%	38	47	(19.1)%	–	–	261	219	19.2%
Adjusted EBITDA	114	185	(38.4)%	117	86	36.0%	–	–	231	271	(14.8)%
Adjusted EBITDA, as percent of total revenues	17.9%	30.3%	(40.9)%	32.1%	24.0%	33.8%			24.2%	29.2%	(17.1)%
(*) The segment includes the cellular communications services, end user cellular equipment and supplemental services.
(**) The segment includes landline telephony services, internet services, television services, transmission services, end user fixed-line equipment and supplemental services.
(***) Include cancellation of inter-segment revenues between “Cellular” and “Fixed-line” segments.

FINANCIAL REVIEW (THIRD QUARTER OF 2020 COMPARED TO THIRD QUARTER OF 2019):

The Group’s results include Golan’s results as of September 2020

Revenues for the third quarter of 2020 increased 3.0% totaling NIS 956 million ($278 million), compared to NIS 928 million ($270 million) in the third quarter last year. The increase in revenues is mainly attributed to a 19.2% increase in equipment revenues, which was partially offset by a 2.0% decrease in service revenues.

Service revenues totaled NIS 695 million ($202 million) in the third quarter of 2020, a 2.0% decrease from NIS 709 million ($206 million) in the third quarter last year.

Service revenues in the cellular segment totaled NIS 414 million ($120 million) in the third quarter of 2020, a 5.7% decrease from NIS 439 million ($128 million) in the third quarter last year. This decrease resulted mainly from decrease of the Company’s roaming services activities as a result of the Corona virus crisis which was partially offset by revenues from Golan (consolidated as of September).

Service revenues in the fixed-line segment totaled NIS 327 million ($95 million) in the third quarter of 2019, a 5.1% increase from NIS 311 million ($90 million) in the third quarter last year. The increase resulted mainly from an increase in revenues from internet and TV services.

Equipment revenues totaled NIS 261 million ($76 million) in the third quarter of 2020, a 19.2% increase compared to NIS 219 million ($64 million) in the third quarter last year. The increase resulted, among other things, from an increase in the quantity of end user equipment sold online in the cellular segment.

Cost of revenues for the third quarter of 2020 totaled NIS 744 million ($216 million), a 12.9% increase compared to NIS 659 million ($192 million) in the third quarter of 2019. This increase resulted mainly from an increase in the quantity of end user equipment sold in the cellular segment, an increase in the costs of interconnect as a result of an increase in minutes and additional expenses of Golan which was consolidated into the Group’s results as of September. This increase was partially offset by decrease of TV services’ content costs.

Gross profit for the third quarter of 2020 decreased 21.2% to NIS 212 million ($62 million), compared to NIS 269 million ($78 million) in the third quarter of 2019. Gross profit margin for the third quarter of 2020 amounted to 22.2%, down from 29.0% in the third quarter of 2019. This is, among other things, due to increase in sales of end user equipment at a low gross profit.

Selling, Marketing, General and Administrative Expenses
and Credit losses (“SG&A Expenses”) for the third quarter of 2020 decreased 6.6% to NIS 227 million ($66 million), compared to NIS 243 million ($71 million) in the third quarter of 2019. This decrease resulted mainly from a decrease in salaries and advertising expenses as a result of streamlining the Company’s made.

Operating loss for the third quarter of 2020 totaled NIS 6 million ($1 million), compared to operating income of NIS 36 million ($10 million) in the third quarter of 2019. The operating loss is mainly due to the adverse effect of Corona virus crisis over the Company’s revenues from roaming services.

Adjusted EBITDA for the third quarter of 2020 decreased by 14.8% totaling NIS 231 million ($67 million) compared to NIS 271 million ($79 million) in the third quarter of 2019. Adjusted EBITDA as a percent of revenues for the third quarter of 2020 totaled 24.2%, down from 29.2% in the third quarter of 2019.

Cellular segment Adjusted EBITDA for the third quarter of 2020 totaled NIS 114 million ($33 million), compared to NIS 185 million ($54 million) in the third quarter last year, a decrease of 38.4%, which resulted mainly from a decrease in roaming services activities as a result of the Corona virus crisis and a decrease in the contribution of end-user equipment sales.

Fixed-line segment Adjusted EBITDA for the third quarter of 2020 totaled NIS 117 million ($34 million), compared to NIS 86 million ($25 million) in the third quarter last year, a 36.0% increase, which resulted mainly from increase in activity in internet and TV fields, as well as, due to cost savings related to the fixed-line segment as a result of transfer subscribers to fiber infrastructure and decrease of TV’s content costs.

Financing expenses, net for the third quarter of 2020 totaled NIS 32 million ($9 million), compared with NIS 31 million ($9 million) in the third quarter of 2019, an increase of 3.2%.

Loss for the third quarter of 2020 totaled NIS 37 million ($10 million), compared with loss of NIS 2 million ($1 million) in the third quarter of 2019. As stated, the loss is mainly due to the adverse effect of the Corona virus crisis on the Company’s revenues from roaming services.

Basic loss per share for the third quarter of 2020 totaled NIS 0.22($0.07), compared to basic loss per share of NIS 0.01($0.003) in the third quarter last year.

OPERATING REVIEW

MAIN PERFORMANCE INDICATORS
– CELLULAR SEGMENT:

	Q3/2020³	Q3/2019	Change (%)
Cellular subscribers at the end of period (in thousands)	3,641	2,767	31.6%
Churn Rate for cellular subscribers (in %)	8.7%	11.4%	(23.7)%
Monthly cellular ARPU (in NIS)	45.7	53.2	(14.0)%

(3) Includes Golan’s indicators from September, 2020.

Cellular subscriber base of the Company at the end of the third quarter of 2020 was 3.641 million subscribers. The increase in subscriber base is due to the completion of the Golan acquisition.

Cellular Churn Rate for the third quarter of 2020 totaled 8.7%, compared to 11.4% in the third quarter last year.

The monthly cellular Average Revenue per User (“ARPU”) for the third quarter of 2020 totaled 45.7 NIS($13.3), compared to NIS 53.2($15.5) in the third quarter last year. The decrease in ARPU resulted mainly from decrease in demand of the Company’s roaming services as a result of the Corona virus crisis and the ongoing erosion in the prices of cellular services.

MAIN PERFORMANCE INDICATORS – FIXED-LINE SEGMENT:

	Q3/2020	Q3/2019	Change (%)
Internet infrastructure field subscribers – (households) at the end of period (in thousands)	289	278	4.0%
TV field subscribers – at the end of period (in thousands)	251	247	1.6%

In the third quarter of 2020, the Company’s subscriber base in the TV field increased by approximately 6,000 net subscribers and the Company’s subscriber base in the internet infrastructure field increased by approximately 6,000 net households.

FINANCING AND INVESTMENT REVIEW

Cash Flow

Free cash flow for the third quarter of 2020 totaled NIS 44 million ($13 million), compared to NIS 234 million ($68 million) in the third quarter of 2019. In the corresponding quarter, the Company received an amount of approx. NIS 181 million as a result of the sale of the Company’s independent fiber optic infrastructure in residential areas to IBC. The decrease in the free cash flow from NIS 53 million ($15 million) to NIS 44 million ($13 million) is mainly due the decrease in receipts from roaming services which was offset by a decrease in capital expenditures in fixed assets and intangible assets.

Total Equity

Total Equity as of September 30, 2020 amounted to NIS 1,918 million ($558 million). During the quarter, series 4 options in an amount of NIS 75 million were exercised which mainly increased the equity.

Cash Capital Expenditures in Fixed Assets and Intangible Assets and others

During the third quarter of 2020, the Company invested NIS 108 million ($31 million) in fixed assets and intangible assets and others (including, among others, investments in the Company’s communications networks, information systems, software and TV set-top boxes and capitalization of part of the customer acquisition costs as a result of the adoption of IFRS 15), compared to NIS 149 million ($43 million) in the third quarter of 2019.

Dividend

On November 22, 2020, the Company’s Board of Directors decided not to declare a cash dividend for the third quarter of 2020. In making its decision, the board of directors considered the Company’s dividend policy and business status and decided not to distribute a dividend at this time, given the intensified competition and its adverse effect on the Company’s results of operations, and in order to strengthen the Company’s balance sheet. The board of directors will re-evaluate its decision in future quarters. No future dividend declaration is guaranteed and is subject to the Company’s board of directors’ sole discretion, as detailed in the Company’s annual report for the year ended December 31, 2019 on Form 20-F filed on March 23, 2020, or the 2019 Annual Report, under “Item 8 – Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy”.

OTHER DEVELOPMENTS DURING THE THIRD QUARTER OF 2020 AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD

Golan Transaction

Following the Company’s previous announcements regarding the signing of a binding memorandum of understanding for the purchase of Golan Telecom Ltd., or Golan, and approval of the transaction by the Israeli Competition Authority and the Israeli Ministry of Communications, or MOC, the Company concluded the acquisition of Golan’s entire share capital, for a total sum of approximately NIS 613 million (approximately NIS 545 million plus an amount equal to the cash and deposits of Golan as of the closing date and minus transaction expenses as agreed between the parties) on August 26, 2020.

In addition, as previously reported, Golan’s MNO license was replaced with an MVNO license for an interim period, following the deposit of a bank guarantee by Golan with the MOC, in the sum of approximately NIS 75 million, in respect of the demand that Golan will return certain monetary benefits previously received from the MOC, which Golan disputes.

IBC Transaction

In September 2020, the Company announced that it, together with the Israel Infrastructure Fund, or IIF, entered into an investment transaction with Hot Telecommunication Systems Ltd., (together with its affiliates “Hot”) in IBC Israel Broadband (2013) Ltd., or IBC, composed of several agreements, or the Transaction. In addition to standard and customary conditions, the Transaction includes an undertaking to substantially increase the deployment of IBC’s fiber-optic network over the next few years and the following:

Investment Agreements – Entered between the partnership through which the Company and IIF, hold 70% of IBC’s share capital, or the IBC Partnership, and Hot. Under the Investment Agreements, Hot shall become an equal partner in the IBC Partnership, and hold indirectly 23.3% of IBC’s share capital, by making an investment substantially equal to the investment made by each of the Company and IIF until the closing date of the Transaction. Further, the Investment Agreements include certain additional governance rights and dead lock mechanisms.

IRU Agreement – Entered between IBC and Hot, under which Hot undertakes to purchase an indefeasible right, to use IBC’s fiber-optic network.

Services Agreement – Entered between IBC and Hot, under which IBC undertakes to purchase certain services from Hot and may purchase additional services.

IBC also undertakes to continue to purchase from the Company certain services supplied to it by the Company prior to the closing date.

The completion of the Transaction is subject to regulatory change and required approvals, including regulatory and third party approvals. The Company cannot guarantee such change will be made and approvals will be granted.

For additional details see the Company’s 2019 Annual Report under “Item 4 – Information on the Company – B. Business Overview – Networks and Infrastructure – Fixed-line Segment – Investment in IBC and sale of fiber-optic infrastructure to IBC”.

Update On The Corona Virus And Implications

Following previous announcements, the Company’s results for the third quarter of 2020 continues to reflect the negative effects of the Corona virus pandemic on the Company’s roaming services.

As previously announced, the Company expects its roaming services to continue to be adversely affected by the Corona virus pandemic, mainly due to implications on the outbound and inbound tourism in Israel, a parameter that directly affects revenues from international roaming services.

For additional details, see the Company’s 2019 Annual Report under “Item 3. Risk Factors – The Corona virus may adversely affect our results of operations” and “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Overview – General”.

Regulation

Frequencies

Following the Company’s previous announcements regarding the frequencies, including 5G frequencies, won by the Company and its partners to the shared cellular network in the 2020 frequencies tender (and the completion of the acquisition of Golan by the Company), the MOC approved the frequencies allocation between the Company and Marathon 018 Xfone, or Xfone, and in October 2020, the MOC allocated such frequencies designated for the Company to the Company and amended its cellular license accordingly.

For additional details see the Company’s 2019 Annual Report under “Item 3. Key Information – D. Risk Factors – Risks Related to our Business – We operate in a heavily regulated industry, which can harm our results of operations. Regulation in Israel has materially adversely affected our results”, ” – We face intense competition in all aspects of our business”, “We may not be able to obtain permits to construct and operate cell sites”, ” – We may be required to indemnify certain local planning and building committees in respect of claims against them”, “- We may be adversely affected by significant technological and other changes in the cellular communications industry” and “Item 4. Information on The Company – B. Business Overview – Network and Infrastructure- Spectrum allocation”, ” – Government Regulations – Permits for cell site construction” and the Company report for the second quarter 2020 under “Other developments during the second quarter of 2020 and subsequent to the end of the reporting period – Regulation – Conclusion of the Frequencies Tender”.

Network Deployment

In November 2020, the MOC published a hearing proposing the following: (1) require cellular operators to execute an additional stage in their universal deployment obligation for 4G networks, within 2 years from resolution on the matter (excluding Xfone, whose 2 years period shall commence only on 2022); (2) change the current regulation which allows national roaming and network sharing only between a veteran operator (i.e. the Company, Pelephone and Partner) and a “new” operator (i.e. Xfone and Hot Mobile) and allow all cellular operators to voluntarily cooperate, using national roaming or network sharing configuration (MOCN) in certain periphery areas and a limited number of sites.

The Company is studying the hearing and at this preliminary stage cannot assess the implications on its results of operations, should the proposed be approved.

For additional details see the Company’s 2019 Annual Report under Item 3. Key Information – D. Risk Factors – Risks Related to our Business –”We may not be able to obtain permits to construct and operate cell sites” and “Item 4. Information on The Company – B. Business Overview – Cellular Segment – Network and Infrastructure- Permits for Cell Site Construction” and “Network sharing agreements”, “Government Regulations – Cellular Segment – Network Sharing” and “Permits for cell site construction”.

Cell Sites

Further to previous reports of claims made by several local planning and building authorities that the Israeli cellular operators may not receive building permits in reliance on the Israeli National Zoning Plan 36 for Communications, or the Plan, for cell sites operating in frequencies not detailed in the Plan and conflicting District Court decisions on the matter, on August 2020, the Israeli Supreme Court ruled that the Plan applies to all cell sites set in the Plan, whether or not the frequencies in which they operate are detailed in the Plan, in accordance with the opinion of the Israeli Ministry of Justice and the Israeli cellular operators position.

For additional details see the Company’s 2019 Annual Report under Item 3. Key Information – D. Risk Factors – Risks Related to our Business –”We may not be able to obtain permits to construct and operate cell sites”, and “Item 4. Information on The Company – B. Business Overview – Network and Infrastructure- Permits For Cell Site Construction – National Zoning Plan 36 – Site Licensing”.

Network Sharing Agreement

In November 2020, the Company announced that its cellular sharing network partner, Marathon 018 Xfone Ltd., or Xfone, has not paid the monthly payment due October 31, 2020, under the sharing network agreement, or Debt. The Company issued a demand for the immediate payment of the Debt to Xfone and intends to act diligently to exercise its rights under the agreement. At this preliminary stage, the Company cannot assess the implications on the Company’s results.

For additional details regarding the materiality of the network sharing agreement on the Company’s results, see the Company’s 2019 Annual Report under “Item 3. Risk Factors – Our network sharing agreements consideration constitute a significant portion of our revenues” and Item 4. Information on the Company – B. Business Overview – Networks and Infrastructure – Network sharing agreements”.

Changes to the Board of Directors

In September 2020, the Company’s board of directors appointed Mr. Eran Shenar and Ms. Diana Ingrid Elsztein-Dan as members of the Company’s Board of Directors. Mr. Shenar was nominated to the board by the Company’s employees, as per the February 2020 collective employment agreement.

Mr. Shenar is the founder and co-owner of Best-Medical Center as of 2019 and of the Multidisciplinary Center of Gastroenterology since 2015 and has served as a business and financial consultant since 2010. From 2009 to 2011 Mr. Shenar served as a director and chairman of the finance committee of Sinopsis Ltd. and a partner in Altos Private Equity. From 2007 to 2009 he served as CEO of Katzir holding fund and as a director in various private companies. From 2003 to 2007 he served as the manager of the Strauss-Elite merger (2003) and Strategic control manager in Strauss-Elite Group and from 1998 – 2003 he served as a manager in the financial advisory division of Somech-Chaikin, KPMG. Mr. Shenar is a Certified Public Accountant and holds an M.B.A. with major in finance, strategy and entrepreneurship and a B.A. in economics and accounting, both from the Tel-Aviv University.

Ms. Diana Ingrid Elsztain –Dan has served as an economist at Magen Eco-Energy Ltd. since 2014. From 2019 to 2020 Ms. Elsztain -Dan served as director of Discount Investment Corporation Ltd. and from 2016 to 2020, she served as director of IDB Development Corporation Ltd., Shufersal Ltd. and Shufersal Nadlan Ltd. From 2014 to 2016 she served as a cost accountant at Ginegar Plastic Products Ltd. and from 2000 to 2012 as a cost accountant at Polysack Plastic Industries Ltd. From 1996 to 2000 she served as an accounts manager at Polysack R.a.c.s Ltd and Chemada Fine Chemicals Ltd. Ms. Diana Elsztain –Dan holds an M.B.A. in Business Administration and Management from the UBA University, Argentina. Ms. Elsztain –Dan is the sister of Mr. Eduardo Elsztain, the former indirect controlling shareholder of the Company.

In September 2020, Mr. Shai Amsalem was appointed as the Company’s CFO.

Mr. Amsalem has served as CFO of
Golan Telecom Ltd.
since 2017. From 2012 to 2016 he served as CFO of Tiv Taam Group. From 2010 to 2012 he served as CFO of Rav-Bariach (08) Industries Ltd. and from 2006 to 2009 he served as CFO of Gibor Sport Active wear Ltd. Mr. Amsalem is a Certified Public Accountant and holds an M.B.A. with major in finance and a B.A. with major in accounting, both from the College of Management.

In October 2020, Mr. Ilan Sigal was appointed as the Company’s VP Business Development and as CEO of Golan Telecom (a wholly owned subsidiary of the Company) effective February 1, 2021.

Mr. Sigal has served as VP marketing of Pelephone communications Ltd., and VP marketing and business development of Yes – D.B.S Satellite Services (1998) Ltd. and Bezeq International Ltd. since January 2019 and from 2016 as VP marketing of Pelephone communications Ltd. From 2010 to 2016 he served as a marketing division manager of Bezeq, the Israeli Telecommunications Company Ltd. for the private and SOHO sectors and from 2007 to 2010 he served as its internet marketing department manager for the private sector. From 2004 to 2007 he served as a marketing department manager of Internet Gold-Golden Lines ltd. for the private sector. Mr. Sigal holds an M.B.A. from the Ono Academic College and a B.A. with major in communications and management, from the College of Management.

In November 2020, Mr. Eli Adadi was appointed as the Company’s VP Retail, effective November 23, 2020.

Mr. Adadi has served as CEO of Dynamica Communications Chain Stores
Ltd., our wholly owned subsidiary and as manager of our retail apparatus, since 2011. From 2009 to 2011 he served as our sales and revenues manager for the private sector. Mr. Adadi holds an M.B.A. with major in marketing and a B.A. in Business Administration, both from the Ben-Gurion University.

For additional details see the Company’s 2019 Annual Report under “Item 6. Directors, Senior Management and Employees” – A. Directors and Senior Management”.

Developments Regarding Controlling Shareholder

Following previous announcements regarding receivership actions taken in relation to the Company indirect controlling shareholder, Discount Investment Corporation Ltd., or DIC’s shares, the court appointed receivers to DIC’s shares pledged in favor of the debenture holders of IDB Development Corporation Ltd., or IDB, representing approximately 70.14% of DIC’s share capital and an additional [temporary] receiver to additional pledged DIC shares representing approximately 12.12% of DIC’s share capital. The receivers received offers for the purchase of the pledged DIC shares and on November 20, 2020, the court approved the sale of DIC’s pledged shares to a group of investors led by Mega Or Holdings Ltd subject to further approvals as may be required by law. Pursuant to the Company’s licenses such transfer of control requires the approval of the Israeli Ministry of Communications yet to be provided.

For additional details see the Company’s 2019 Annual Report, under “Item 3. Key Information – D. Risk Factors – We are controlled by a single shareholder who can significantly influence matters requiring shareholders’ approval”, “Item 4 – Information on the Company – B. Business Overview – Government Regulations Cellular Segment” “Item 7 – Major Shareholders and Related Party Transactions – A. Major Shareholders”.

Debentures, Material Loans and Financial Liabilities

In October 2020, the Company repaid in early repayment part of the loan in accordance with the loan agreement from June 2017 with Israeli bank, which provided to the Company in March 2019, in amount of approximately NIS 113 million.

For information regarding the Company’s debentures and material loans, including the terms of the loan, see the Company’s 2019 Annual Report under “Item 5B. Liquidity and Capital Resources – Debt Service – Public Debentures” and “-Other Credit Facilities”.

Affirmation of the Company’s Rating in Relation to Debentures Traded In Israel*

In August 2020, Standard & Poor’s Maalot, or Maalot, affirmed the Company’s rating at ilA and maintained the Company’s rating outlook at “negative”, in relation to the Company’s debentures traded on the Tel Aviv Stock Exchange. Among its main assumptions for the rating and outlook, Maalot noted: a significant decrease in revenues from roaming services as well as a decrease in revenues from the sale of end-user equipment, as a result of the Corona virus pandemic; the completion of the acquisition of Golan, during the third quarter 2020; continued erosion in cellular segment revenues in light of the competition in the market; a decrease in the Company’s revenues and EBITDA in 2020 and a certain increase in 2021, and a certain increase in the Company’s revenues and EBITDA due to the acquisition of Golan.

For additional details regarding the Company’s public debentures and undertakings of the Company in relation to their rating included in the Company’s shelf prospectus, see the Company’s 2019 Annual Report under “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Debt Service –Public Debentures”.

*A security rating is not a recommendation to buy, sell or hold securities, it may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

CONFERENCE CALL DETAILS

The Company will be hosting a conference call regarding its results for the third quarter of 2020 on Monday, November 23, 2020 at 9:00 am ET, 06:00 am PT, 2:00 UK time, 16:00 Israel time. On the call, management will review and discuss the results, and will be available to answer questions. To participate, please either access the live webcast on the Company’s website, or call one of the following teleconferencing numbers below. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

US Dial-in Number: 1 888 642 5032
Israel Dial-in Number: 03 918 0609
International Dial-in Number: +972 3 918 0609
at: 09:00 am Eastern Time; 06:00 am Pacific Time; 14:00 UK Time; 16:00 Israel Time

To access the live webcast of the conference call, please access the investor relations section of Cellcom Israel’s website: www.cellcom.co.il. After the call, a replay of the call will be available under the same investor relations section.

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is a leading Israeli communications group, providing a wide range of communications services. Cellcom Israel is the largest Israeli cellular provider, providing its cellular subscribers with a broad range of services including cellular telephony, roaming services, text and multimedia messaging, advanced cellular and data services and other value-added services in the areas of mobile office, data protection etc., based on Cellcom Israel’s technologically advanced infrastructure. The Company operates advanced networks enabling high speed broadband and advanced multimedia services. Cellcom Israel offers nationwide customer service including telephone customer service, retail stores, and service and sale centers. Cellcom Israel further provides OTT TV services, internet infrastructure and connectivity services and international calling services, as well as landline telephone services in Israel. Cellcom Israel’s shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For additional information please visit the Company’s website http://investors.cellcom.co.il.

Forward-Looking Statements

The following information contains, or may be deemed to contain forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968). In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about the Company, may include projections of the Company’s future financial results, its anticipated growth strategies and anticipated trends in its business. These statements are only predictions based on the Company’s current expectations and projections about future events. There are important factors that could cause the Company’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to: changes to the terms of the Company’s license, new legislation or decisions by the regulator affecting the Company’s operations, new competition and changes in the competitive environment, the outcome of legal proceedings to which the Company is a party, particularly class action lawsuits, the Company’s ability to maintain or obtain permits to construct and operate cell sites, and other risks and uncertainties detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, including under the caption “Risk Factors” in its 2019 Annual Report.

Although the Company believes the expectations reflected in the forward-looking statements contained herein are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The Company assumes no duty to update any of these forward-looking statements after the date hereof to conform its prior statements to actual results or revised expectations, except as otherwise required by law.

The Company prepares its financial statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). Unless noted specifically otherwise, the dollar denominated figures were converted to US$ using a convenience translation based on the New Israeli Shekel (NIS)/US$ exchange rate of NIS 3.441 = US$ 1 as published by the Bank of Israel for September 30, 2020.

Use of non-IFRS financial measures

Adjusted EBITDA is a non-IFRS measure and is defined as income before financing income (expenses), net; other income (expenses) that is not part of the Company’s operation; income tax; depreciation and amortization, share of profit (losses) of equity accounted investees and share based payments. This is an accepted measure in the communications industry. The Company presents this measure as an additional performance measure as the Company believes that it enables us to compare operating performance between periods and companies, net of any potential differences which may result from differences in capital structure, taxes, age of fixed assets and related depreciation expenses. Adjusted EBITDA should not be considered in isolation, or as a substitute for operating income, any other performance measures, or cash flow data, which were prepared in accordance with Generally Accepted Accounting Principles as measures of profitability or liquidity. Adjusted EBITDA does not take into account debt service requirements, or other commitments, including capital expenditures, and therefore, does not necessarily indicate the amounts that may be available for the Company’s use. In addition, Adjusted EBITDA as presented by the Company may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated. See the reconciliation of net income to Adjusted EBITDA under “Reconciliation of Non-IFRS Measures” in the press release.

Free cash flow is a non-IFRS measure and is defined as the net cash provided by operating activities (including the effect of exchange rate fluctuations on cash and cash equivalents), minus the net cash used in investing activities, excluding acquisition or selling of a subsidiary, short-term investment in tradable debentures and deposits and proceeds from sales of such debentures (including interest received in relation to such debentures) and deposits. See “Reconciliation of Non-IFRS Measures” below.

Company Contact

Shai Amsalem

Chief Financial Officer

[email protected]

Tel: +972 52 998 9735

Investor Relations Contact

Elad Levy

Investor Relations Manager

[email protected]

Tel: +972-52-998-4774

Financial Tables Follow

Cellcom Israel Ltd.
(An Israeli Corporation)
Condensed Consolidated Interim Statements of Financial Position (Unaudited)

				Convenience
				translation
				into US dollar
	September 30,		September 30,	September 30,	December 31,
	2019		2020	2020	2019
	NIS millions			US$ millions	NIS millions

Assets
Cash and cash equivalents	698		630	183	1,006
Current investments and deposits, including derivatives	430		123	36	473
Trade receivables	1,153		967	281	1,142
Current tax assets	3		3	1	3
Other receivables	32	*	46	13	32	*
Deferred expenses – right of use	34	*	58	17	37	*
Inventory	67		80	23	66

Total current assets	2,417		1,907	554	2,759

Trade and other receivables	478	*	217	63	459	*
Deferred expenses – right of use	331	*	308	90	323	*
Property, plant and equipment, net	1,456		1,363	396	1,432
Intangible assets and others, net	1,301		2,161	628	1,294
Investments in equity accounted investees	150		138	40	150
Right-of-use assets, net and Investment property	735		648	188	745

Total non- current assets	4,451		4,835	1,405	4,403

Total assets	6,868		6,742	1,959	7,162

Liabilities
Current maturities of debentures and of loans from financial institutions	509		513	149	509
Current taxation liabilities	8		–	–	6
Current maturities of lease liabilities	225		204	59	226
Trade payables and accrued expenses	662		653	190	687
Provisions	102		170	49	99
Other payables, including derivatives	272		214	62	299

Total current liabilities	1,778		1,754	509	1,826

Long-term loans from financial institutions	300		163	47	300
Debentures	2,517		2,336	679	2,511
Long-term lease liabilities	528		468	136	533
Provisions	22		30	9	22
Other long-term liabilities	3		3	1	4
Liability for employee rights upon retirement, net	14		18	5	19
Deferred tax liabilities	77		52	15	60

Total non- current liabilities	3,461		3,070	892	3,449

Total liabilities	5,239		4,824	1,401	5,275

Equity attributable to owners of the Company
Share capital	1		2	1	2
Share premium	335		792	230	623
Receipts on account of share options	–		–	–	24
Retained earnings	1,292		1,124	327	1,236

Non-controlling interests	1		–	–	2

Total equity	1,629		1,918	558	1,887

Total liabilities and equity	6,868		6,742	1,959	7,162

*Reclassified

Cellcom Israel Ltd.

(An Israeli Corporation)

Condensed Consolidated Interim Statements of Income (Unaudited)

Convenience

translation

into US dollar

For the nine
months ended
September 30,

For the three
months ended
September 30,

For the
year ended
December 31,

2019

2020

2019

2020

2019

NIS millions

US$millions

NIS millions

US$millions

NIS millions

Revenues

2,776

2,703

786

928

956

278

3,708

Cost of revenues

(2,033)

(2,052)

(596)

(659)

(744)

(216)

(2,725)

Gross profit

743

651

190

269

212

983

Selling and marketing expenses

(468)

(411)

(120)

(161)

(147)

(43)

(610)

General and administrative expenses

(222)

(245)

(71)

(73)

(76)

(22)

(300)

Credit losses

(23)

(26)

(8)

(9)

(4)

(1)

(29)

Other income (expenses), net

(20)

Operating profit (loss)

(10)

(3)

(6)

(1)

Financing income

Financing expenses

(151)

(136)

(40)

(44)

(42)

(12)

(193)

Financing expenses, net

(110)

(130)

(38)

(31)

(32)

(9)

(144)

Share in losses of equity accounted investees

(4)

(9)

(3)

(4)

(2)

(1)

(10)

Profit (loss) before taxes on income

(63)

(149)

(44)

(40)

(11)

(130)

Tax benefit (taxes
on income)

(3)

Loss for the period

(53)

(126)

(37)

(2)

(37)

(10)

(107)

Attributable to:

Owners of the Company

(52)

(126)

(37)

(1)

(37)

(10)

(107)

Non-controlling interests

(1)

–

(1)

–

Loss for the period

(53)

(126)

(37)

(2)

(37)

(10)

(107)

Loss per share

Basic loss per share (in NIS)

(0.45)

(0.83)

(0.24)

(0.01)

(0.22)

(0.07)

(0.90)

Diluted loss per share (in NIS)

(0.45)

(0.83)

(0.24)

(0.01)

(0.22)

(0.07)

(0.90)

Weighted-average number of shares used in the calculation of basic earnings (loss) per share (in shares)

116,196,729

150,284,438

150,824,438

116,196,729

162,810,134

118,376,455

Weighted-average number of shares used in the calculation of diluted earnings (loss) per share (in shares)

116,196,729

150,824,438

116,196,729

162,810,134

118,376,455

*Reclassified

Cellcom Israel Ltd.
(An Israeli Corporation)
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

				Convenience				Convenience
				translation				translation
				into US dollar				into US dollar
	For the nine months ended September 30,			For the nine months ended September 30,	For the three months ended September 30,			For the three months ended September 30,	For the year ended December 31,
	2019		2020	2020	2019		2020	2020	2019
	NIS millions			US$ millions	NIS millions			US$ millions	NIS millions
Cash flows from operating activities
Loss for the period	(53)		(126)	(37)	(2)		(37)	(10)	(107)
Adjustments for:
Depreciation and amortization	665		690	201	226		230	67	898
Share based payments	5		14	4	3		6	1	8
Gain on sale of property, plant and equipment and intangible assets	(7)		–	–	(8)		–	–	(8)
Net change in fair value of investment property	4		5	1	4		2	1	6
Gain on sale of shares in a consolidated company	–		(1)	–	–		–	–	–
Taxes on income (Tax benefit)	(10)		(23)	(7)	3		(3)	(1)	(23)
Financing expenses, net	110		130	38	31		32	9	144
Other expenses	2	*	6	2	2	*	6	2	3
Share in losses of equity accounted investees	4	*	9	3	4	*	2	–	10

Changes in operating assets and liabilities:
Change in inventory	27		(14)	(4)	(7)		14	4	28
Change in trade receivables (including long-term amounts)	54		109	32	3		(4)	(1)	80
Change in Deferred expenses – right of use (including long-term amounts)	14		(37)	(11)	6		(12)	(3)	20
Change in other receivables (including long-term amounts)	8		(19)	(6)	15		(18)	(5)	(7)
Changes in trade payables, accrued expenses and provisions	(44)		(43)	(13)	(34)		(15)	(4)	(27)
Change in other liabilities (including long-term amounts)	28		(57)	(17)	25		(19)	(6)	23
Payments for derivative hedging contracts, net	(8)		(1)	–	(1)		16	5	(10)
Income tax paid	(14)		(4)	(1)	(7)		2	–	(12)
Income tax received	10		–	–	10		–	–	10
Net cash from operating activities	795		638	185	273		202	59	1,036

Cash flows from investing activities
Acquisition of property, plant and equipment	(274)		(195)	(56)	(88)		(58)	(17)	(324)
Acquisition of intangible assets and others	(172)		(145)	(42)	(61)		(50)	(15)	(233)
Investment in equity accounted investee	(154)	*	(3)	(1)	(154)	*	–	–	(157)
Change in current investments, net	(9)		401	117	–		446	130	(49)
Receipts for other derivative contracts, net	8		11	3	–		–	–	9
Proceeds from sale of property, plant and equipment and intangible assets	181		–	–	181		–	–	181
Interest received	9		5	1	2		–	–	13
Acquisition of subsidiary, net of cash acquired	–		(608)	(177)	–		(608)	(177)	–
Cash disposed from sale of shares in a consolidated company	–		(1)	–	–		3	1	–
Net cash used in investing activities	(411)		(535)	(155)	(120)		(267)	(78)	(560)

*Reclassified

Cellcom Israel Ltd.

(An Israeli Corporation)

Condensed Consolidated Interim Statements of Cash Flows (cont’d)
(Unaudited)

Convenience

translation

into US dollar

For the nine
months ended
September 30,

For the three
months ended
September 30,

For the
year ended
December 31,

2019

2020

2019

2020

2019

NIS millions

US$ millions

NIS millions

US$millions

NIS millions

Cash flows from financing activities

Payments for derivative contracts, net

(1)

(4)

(1)

(1)

(3)

(1)

(2)

Receipt of long-term loan from financial institutions

150

–

150

Repayment of long-term loans from financial institutions

(212)

(100)

(29)

–

(212)

Repayment of debentures

(504)

(417)

(121)

(196)

(194)

(56)

(504)

Repurchase of own debentures

–

(10)

Proceeds from issuance of debentures, net

–

194

–

Interest paid

(117)

(120)

(35)

(42)

(43)

(13)

(151)

Equity offering

–

309

Proceeds from exercise of share options

–

140

–

Payment of principal of lease liabilities

(204)

(177)

(51)

(71)

(59)

(17)

(256)

Net cash used in financing activities

(888)

(479)

(139)

(310)

(224)

(65)

(672)

Changes in cash and cash equivalents

(504)

(376)

(109)

(157)

(289)

(84)

(196)

Cash and cash equivalents as at the beginning of the period

1,202

1,006

292

855

919

267

1,202

Cash and cash equivalents as at the end of the period

698

630

183

698

630

183

1,006

*Reclassified

Cellcom Israel Ltd
(An Israeli Corporation)
Reconciliation for Non-IFRS Measures

*Adjusted EBITDA*

The following is a reconciliation of loss to Adjusted EBITDA:

	Three-month period ended September 30,			Year ended December 31,
	2019	2020	Convenience translation into US dollar 2020	2019
	NIS millions		US$ millions	NIS millions
Loss for the period	(2)	(37)	(10)	(107)
Taxes on income (tax benefit)	3	(3)	(1)	(23)
Financing income	(13)	(10)	(3)	(49)
Financing expenses	44	42	12	193
Other income	6	1	–	10
Depreciation and amortization	226	230	67	898
Share of loss of equity accounted investees (net of income tax)	4	2	1	10
Share based payments	3	6	1	8
Adjusted EBITDA	271	231	67	940

*Free cash flow*

The following table shows the calculation of free cash flow:

	Three-month period ended September 30,			Year ended December 31,
	2019	2020	Convenience translation into US dollar 2020	2019
	NIS millions		US$ millions	NIS millions
Cash flows from operating activities(*)	202	137	40	756
Cash flows from investing activities	(120)	(267)	(77)	(560)
Purchase (sale) of short-term tradable debentures and deposits (**)	(2)	(446)	(130)	38
Acquisition (sale) of shares in a consolidated company or in equity accounted investees	154	620	180	157
Free cash flow	234	44	13	391

(*) Including the effects of exchange rate fluctuations in cash and cash equivalents and lease payments.
(**) Net of interest received in relation to tradable debentures.

Cellcom Israel Ltd.
(An Israeli Corporation)
Key financial and operating indicators

NIS millions unless otherwise stated	Q1-2019	Q2-2019	Q3-2019	Q4-2019	Q1-2020	Q2-2020	Q3-2020	FY-2019

Cellular service revenues	404	420	439	416	396	385	414	1,679
Fixed-line service revenues	317	312	311	318	327	339	327	1,258

Cellular equipment revenues	158	162	172	169	156	147	223	661
Fixed-line equipment revenues	92	63	47	69	54	25	38	271

Consolidation adjustments	(43)	(37)	(41)	(40)	(41)	(41)	(46)	(161)
Total revenues	928	920	928	932	892	855	956	3,708

Cellular adjusted EBITDA	146	163	185	133	131	125	114	627
Fixed-line adjusted EBITDA	78	70	86	79	113	97	117	313
Total adjusted EBITDA	224	233	271	212	244	222	231	940

Operating profit (loss)	9	6	36	(27)	18	(22)	(6)	24
Financing expenses, net	27	52	31	34	64	34	32	144
Loss for the period	(16)	(35)	(2)	(54)	(43)	(46)	(37)	(107)

Free cash flow	46	55	234	56	57	24	44	391

Cellular subscribers at the end of period (in 000’s)	2,853	2,745	2,767	2,744	2,747	2,734	3,641	2,744
Monthly cellular ARPU (in NIS)	47.2	51.9	53.2	50.5	48.1	46.9	45.7	50.7
Churn rate for cellular subscribers (%)	11.0%	11.3%	11.4%	11.3%	8.8%	8.7%	8.7%	48.8%

Cellcom Israel Ltd.

Disclosure for debenture holders as of

September

30, 2020

Aggregation of the information regarding the debenture series issued by the Company⁽¹⁾, in million NIS

Series	Original Issuance Date	Principal on the Date of Issuance	As of 30.09.2020					As of 23.11.2020		Interest Rate (fixed)	Principal Repayment Dates		Interest Repayment Dates⁽³⁾	Linkage	Trustee Contact Details
Series	Original Issuance Date	Principal on the Date of Issuance	Principal Balance on Trade	Linked Principal Balance	Interest Accumulated in Books	Debenture Balance Value in Books ⁽²⁾	Market Value	Principal Balance on Trade	Linked Principal Balance	Interest Rate (fixed)	From	To	Interest Repayment Dates⁽³⁾	Linkage	Trustee Contact Details
H ^(4)(5)(6)**	08/07/14 03/02/15* 11/02/15*	949.624	608.299	575.783	2.871	578.654	605.328	608.299	579.259	1.98%	05.07.18	05.07.24	January-5 and July-5	Linked to CPI	Mishmeret Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
I ^(4)(5)(6)**	08/07/14 03/02/15* 11/02/15* 28/03/16*	804.010	562.807	549.009	5.554	554.563	588.640	562.807	549.808	4.14%	05.07.18	05.07.25	January-5 and July-5	Not linked	Mishmeret Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
J ⁽⁴⁾⁽⁵⁾	25/09/16	103.267	104.192	103.661	0.608	104.269	104.599	104.192	103.893	2.45%	05.07.21	05.07.26	January-5 and July-5	Linked to CPI	Mishmeret Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
K ^(4)(5)**	25/09/16 01/07/18* 10/12/18*	710.634	710.634	706.624	6.013	712.637	715.040	710.634	706.817	3.55%	05.07.21	05.07.26	January-5 and July-5	Not linked	Mishmeret Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
L (4)(5)(7)**	24/01/18 10/12/18* 12/05/20*	835.937	824.979	775.989	15.2	791.189	781.255	824.979	777.514	2.50%	05.01.23	05.01.28	January-5	Not linked	Strauss Lazar Trust Company (1992) Ltd. Ori Lazar. 17 Yizhak Sadeh St., Tel Aviv. Tel: 03- 6237777.
Total		3,403.472	2,810.911	2,711.066	30.246	2,741.312	2,794.862	2,810.911	2,717.291

Comments
:

(1) For a summary of the terms of the Company’s outstanding debentures see the Company’s 2019 Annual Report under “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Debt Service – Public Debentures”. In the reporting period, the Company fulfilled all terms of the debentures and Indentures. Debentures financial covenants – as of September 30, 2020 the net leverage *** was 2.65. In the reporting period, no cause for early repayment occurred. (2) Including interest accumulated in the books. (3) Semi annual payments other than regarding Series L. (4) Regarding the debentures, the Company undertook not to create any pledge on its assets, as long as debentures or loans are not fully repaid, subject to certain exclusions. (5) Regarding the debentures – the Company has the right for early redemption under certain terms. (6) In February 2015, pursuant to an exchange offer of the Company’s Series H and I debentures for a portion of the Company’s outstanding Series D and E debentures, respectively, the Company exchanged approximately NIS 555 million principal amount of Series D debentures with approximately NIS 844 million principal amount of Series H debentures, and approximately NIS 272 million principal amount of Series E debentures with approximately NIS 335 million principal amount of Series I debentures. Series D and E debentures were fully repaid in July 2017 and in January 2017, respectively. (7) In December 2019, the Company repurchased Series L Debentures for approximately NIS 10 million.

(*) On these dates additional debentures of the series were issued, the information in the table refers to the full series. (**) As of September 30, 2020, debentures Series H, I, K and L are material, which represent 5% or more of the total liabilities of the Company, as presented in the financial statements. (***) Net Leverage – the ratio of Net Debt to Adjusted EBITDA, excluding one-time influences. Net Debt defined as credit and loans from banks and others, debentures and interest payable, net of cash and cash equivalents and current investments in tradable securities. The definition of net leverage refers to Adjusted EBITDA for a period of 12 consecutive months. Accordingly, the net leverage ratio above includes the effects of the new standard IFRS 16 (applied by the Company as of January 1, 2019) on the Adjusted EBITDA for the year ended onSeptember 30, 2020. For details of the effects of IFRS 16 on the Company’s results see footnote 2 on page 1 of this press release and note 2 F to the Company’s financial statement for the period ended on December 31, 2019.

Cellcom Israel Ltd.

Disclosure for debenture holders as of September 30, 2020 (cont`d)

Debentures Rating Details

*

Series	Rating Company	Rating as of 30.09.2020 ⁽¹⁾	Rating as of 23.11.2020	Rating assigned upon issuance of the Series	Recent date of rating as of 23.11.2020	Additional ratings between original issuance and the recent date of rating as of 23.11.2020 ⁽²⁾
Series	Rating Company	Rating as of 30.09.2020 ⁽¹⁾	Rating as of 23.11.2020	Rating assigned upon issuance of the Series	Recent date of rating as of 23.11.2020		Rating
H	S&P Maalot	A	A	A+	08/2020	06/2014, 08/2014, 01/2015, 09/2015, 03/2016, 08/2016, 06/2017, 01/2018, 06/2018, 08/2018, 12/2018, 03/2019, 08/2019, 05/2020, 08/2020	A+,A⁽²⁾
I	S&P Maalot	A	A	A+	08/2020	06/2014, 08/2014, 01/2015, 09/2015, 03/2016, 08/2016, 06/2017, 01/2018, 06/2018, 08/2018, 12/2018, 03/2019, 08/2019, 05/2020, 08/2020	A+,A⁽²⁾
J	S&P Maalot	A	A	A+	08/2020	08/2016, 06/2017, 01/2018, 06/2018, 08/2018, 12/2018, 03/2019, 08/2019, 05/2020, 08/2020	A+,A⁽²⁾
K	S&P Maalot	A	A	A+	08/2020	08/2016, 06/2017, 01/2018, 06/2018, 08/2018, 12/2018, 03/2019, 08/2019, 05/2020, 08/2020	A+,A⁽²⁾
L	S&P Maalot	A	A	A+	08/2020	01/2018, 06/2018, 08/2018, 12/2018, 03/2019, 08/2019, 05/2020, 08/2020	A+,A⁽²⁾
(1) In August 2019, S&P Maalot updated the Company’s rating outlook from an “”ilA+/negative” to an “ilA/negative”.
(2) In May 2012, S&P Maalot updated the Company’s rating from an “ilAA/negative” to an “ilAA-/negative”. In November 2012, S&P Maalot affirmed the Company’s rating of “ilAA/negative”. In June 2013, S&P Maalot updated the Company’s rating from an “ilAA-/negative” to an “ilA+/stable”. In June 2014, August 2014, January 2015, September 2015, March 2016, August 2016, June 2017, January 2018, June 2018, August 2018 and December 2018 S&P Maalot affirmed the Company’s rating of “ilA+/stable”. In March 2019, S&P Maalot updated the Company’s rating outlook from an “ilA+/stable” to an “ilA+/negative”. In August 2019, S&P Maalot updated the Company’s rating outlook from an “ilA+/negative” to an “ilA/negative”. In May 2020, S&P Maalot affirmed the Company’s rating of “ilA/negative”. In August 2020, S&P Maalot affirmed the Company’s rating of “ilA/negative”. For details regarding the rating of the debentures see the S&P Maalot report dated August 17, 2020, included in the Company’s current report filled in the Israeli Securities Authority website (“MAGNA”) on August 17, 2020.

* A securities rating is not a recommendation to buy, sell or hold securities . *Ratings may be subject to suspension, revision or withdrawal at any time, and each rating should be evaluated independently of any other rating* .

Cellcom Israel Ltd.

Aggregation of the information regarding the Company’s Material Loans ⁽¹⁾, in million NIS

Loan	Provision Date	Principal Amount as of 30.09.2020	Interest Rate (nominal)	Principal Repayment Dates (annual payments)		Interest Repayment Dates (semi-annual payments)	Linkage
Loan	Provision Date	Principal Amount as of 30.09.2020	Interest Rate (nominal)	From	To
Loan from financial institution ^{(2)(3)(4)(5)(6)}	06/2016	50	4.60%	30.06.18	30.06.21	June-30 and December- 31, commencing December 31, 2016 through June 30, 2021	Not linked
Loan from financial institution^{(2)(3)(4)(5)(6)}	06/2017	100	5.10%	30.06.19	30.06.22	June-30 and December-31, commencing December 31, 2017 through June 30, 2022	Not linked
Loan from bank^{(2)(3)(4)(5)(6)(7)}	03/2019	150	4.00%	31.03.21	31.03.24	March-31 and September-30, commencing September 30, 2019 through March 31, 2024	Not linked
Total		300

Comments
:

(1) For a summary of the terms of the Company’s loan agreements see the Company’s 2019 Annual Report under “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Other Credit Facilities” and the reference therein to “- Debt Service – Public Debentures”. (2) In the reporting period, the Company fulfilled all terms of the loan agreements. (3) Loan agreements financial covenants – as of September 30, 2020 the net leverage* was 2.65. (4) In the reporting period, no cause for early repayment occurred. (5) In the loan agreements, the Company undertook not to create any pledge on its assets, as long as the loans are not fully repaid, subject to certain exclusions. (6) According to the loan agreements the Company may prepay the loans, subject to a prepayment fee. (7) In October 2020, the Company repaid part of the loan in early repayment, in amount of approximately NIS 113 million.

(*) Net Leverage – the ratio of Net Debt to Adjusted EBITDA, excluding one-time influences. Net Debt defined as credit and loans from banks and others, debentures and interest payable, net of cash and cash equivalents and current investments in tradable securities. The definition of net leverage refers to Adjusted EBITDA for a period of 12 consecutive months. Accordingly, the net leverage ratio above includes the effects of the new standard IFRS 16 (applied by the Company as of January 1, 2019) on the Adjusted EBITDA for the year ended on September 30, 2020. For details of the effects of IFRS 16 on the Company’s results see footnote 2 on page 1 of this press release and note 2 F to the Company’s financial statement for the period ended on December 31, 2019.

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of September 30, 2020

a. Debentures issued to the public by the Company and held by the public, excluding such debentures held by the Company’s parent company, by a controlling shareholder, by companies controlled by them, or by companies controlled by the Company, based on the Company’s “Solo” financial data (in thousand NIS).

	Principal payments					Gross interest payments (without deduction of tax)
	ILS linked to CPI	ILS not linked to CPI	Euro	Dollar	Other	Gross interest payments (without deduction of tax)
First year	167,516	218,787	–	–	–	83,358
Second year	167,516	218,787	–	–	–	71,538
Third year	167,516	340,880	–	–	–	59,717
Fourth year	167,516	340,880	–	–	–	44,844
Fifth year and on	41,234	965,634	–	–	–	58,907
Total	711,298	2,084,968	–	–	–	318,364

b. Private debentures and other non-bank credit, excluding such debentures held by the Company’s parent company, by a controlling shareholder, by companies controlled by them, or by companies controlled by the Company, based on the Company’s “Solo” financial data (in thousand NIS).

	Principal payments					Gross interest payments (without deduction of tax)
	ILS linked to CPI	ILS not linked to CPI	Euro	Dollar	Other	Gross interest payments (without deduction of tax)
First year	–	100,000	–	–	–	7,390
Second year	–	50,000	–	–	–	2,550
Third year	–	–	–	–	–	–
Fourth year	–	–	–	–	–	–
Fifth year and on	–	–	–	–	–	–
Total	–	150,000	–	–	–	9,940

c. Credit from banks in Israel based on the Company’s “Solo” financial data (in thousand NIS) – None.

	Principal payments					Gross interest payments (without deduction of tax)
	ILS linked to CPI	ILS not linked to CPI	Euro	Dollar	Other	Gross interest payments (without deduction of tax)
First year	–	37,500	–	–	–	5,248
Second year	–	37,500	–	–	–	3,748
Third year	–	37,500	–	–	–	2,248
Fourth year	–	37,500	–	–	–	750
Fifth year and on	–	–	–	–	–	–
Total	–	150,000	–	–	–	11,994

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of September 30, 2020 (cont`d)

d. Credit from banks abroad based on the Company’s “Solo” financial data (in thousand NIS) – None.

e. Total of sections a – d above, total credit from banks, non-bank credit and debentures based on the Company’s “Solo” financial data (in thousand NIS).

	Principal payments					Gross interest payments (without deduction of tax)
	ILS linked to CPI	ILS not linked to CPI	Euro	Dollar	Other	Gross interest payments (without deduction of tax)
First year	167,516	356,287	–	–	–	95,996
Second year	167,516	306,287	–	–	–	77,836
Third year	167,516	378,380	–	–	–	61,965
Fourth year	167,516	378,380	–	–	–	45,594
Fifth year and on	41,234	965,634	–	–	–	58,907
Total	711,298	2,384,968	–	–	–	340,298

f. Out of the balance sheet Credit exposure based on the Company’s “Solo” financial data – None.

g. Out of the balance sheet Credit exposure of all the Company’s consolidated companies, excluding companies that are reporting corporations and excluding the Company’s data presented in section f above (in thousand NIS) – None.

h. Total balances of the credit from banks, non-bank credit and debentures of all the consolidated companies, excluding companies that are reporting corporations and excluding Company’s data presented in sections a – d above (in thousand NIS) – None.

i. Total balances of credit granted to the Company by the parent company or a controlling shareholder and balances of debentures offered by the Company held by the parent company or the controlling shareholder (in thousand NIS) – None.

j. Total balances of credit granted to the Company by companies held by the parent company or the controlling shareholder, which are not controlled by the Company, and balances of debentures offered by the Company held by companies held by the parent company or the controlling shareholder, which are not controlled by the Company (in thousand NIS).

	Principal payments					Gross interest payments (without deduction of tax)
	ILS linked to CPI	ILS not linked to CPI	Euro	Dollar	Other	Gross interest payments (without deduction of tax)
First year	188	370	–	–	–	391
Second year	188	370	–	–	–	373
Third year	188	2,023	–	–	–	356
Fourth year	188	2,023	–	–	–	297
Fifth year and on	442	8,666	–	–	–	576
Total	1,194	13,452	–	–	–	1,993

k. Total balances of credit granted to the Company by consolidated companies and balances of debentures offered by the Company held by the consolidated companies (in thousand NIS) – None.

View original content:http://www.prnewswire.com/news-releases/cellcom-israel-announces-third-quarter-2020-results-301178669.html

SOURCE Cellcom Israel Ltd.

November 23, 2020 1:33 am

Nicox’s Licensee Bausch + Lomb Launches VYZULTA in Argentina

Press Release
Nicox’s Licensee Bausch + Lomb Launches VYZULTA^® in Argentina
November 23, 2020 – release at 7:30 am CET Sophia Antipolis, France Nicox SA (Euronext Paris: FR0013018124, COX), an international ophthalmology company, today announced that its exclusive global licensee Bausch + Lomb has launched VYZULTA^® (latanoprostene bunod ophthalmic solution), 0.024% in Argentina. Regulatory approval in Argentina was obtained in January 2020. VYZULTA^® is currently commercialized in the United States and Canada, and has also received approval in Hong Kong, Mexico, Taiwan and Ukraine for the reduction of intraocular pressure (IOP) in patients with open-angle glaucoma or ocular hypertension. Bausch + Lomb will continue seeking approvals in territories where the clinical data package, part of the U.S. New Drug Application, can be used for approval by the regulatory authorities. Under the terms of the exclusive license agreement with Bausch + Lomb, Nicox receives increasing tiered royalties of 6% to 12% on net global sales of VYZULTA plus up to $150 million in potential future milestones payments. Bausch + Lomb is a leading global eye health business of Bausch Health Companies Inc. (NYSE/TSX: BHC).
About Nicox
Nicox S.A. is an international ophthalmology company developing innovative solutions to help maintain vision and improve ocular health. Nicox’s lead program in clinical development is NCX 470, a novel, second-generation nitric oxide-donating bimatoprost analog, for lowering intraocular pressure in patients with glaucoma. The company is also developing NCX 4251, a proprietary formulation of fluticasone, for acute exacerbations of blepharitis. Nicox generates revenue from VYZULTA® in glaucoma, licensed exclusively worldwide to Bausch + Lomb, and ZERVIATE™ in allergic conjunctivitis, licensed in multiple geographies, including to Eyevance Pharmaceuticals, LLC, in the U.S. and Ocumension Therapeutics in the Chinese and in the majority of South East Asian markets. Nicox is headquartered in Sophia Antipolis, France, is listed on Euronext Paris (Compartment B: Mid Caps; Ticker symbol: COX) and is part of the CAC Healthcare, CAC Pharma & Bio and Next 150 indexes. For more information on Nicox, its products or pipeline, please visit: www.nicox.com.
Analyst coverage
Bryan, Garnier & Co Victor Floc’h Paris, France Cantor Fitzgerald Louise Chen New York, U.S. H.C. Wainwright & Co Yi Chen New York, U.S. Oppenheimer & Co Hartaj Singh New York, U.S.
The views expressed by analysts in their coverage of Nicox are those of the author and do not reflect the views of Nicox. Additionally, the information contained in their reports may not be correct or current. Nicox disavows any obligation to correct or to update the information contained in analyst reports.
Contacts
Nicox Gavin Spencer Executive Vice President, Chief Business Officer & Head of Corporate Development T +33 (0)4 97 24 53 00 [email protected]
Investors & Media United States & Europe LifeSci Advisors, LLC Mary-Ann Chang T +44 7483 284 853 [email protected]	Media France LifeSci Advisors, LLC Sophie Baumont M +33 (0)6 27 74 74 49 [email protected]
Forward-Looking Statements
The information contained in this document may be modified without prior notice. This information includes forward-looking statements. Such forward-looking statements are not guarantees of future performance. These statements are based on current expectations or beliefs of the management of Nicox S.A. and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Nicox S.A. and its affiliates, directors, officers, employees, advisers or agents, do not undertake, nor do they have any obligation, to provide updates or to revise any forward-looking statements. Risks factors which are likely to have a material effect on Nicox’s business are presented in the 3^rd chapter of the ‘Document d’enregistrement universel, rapport financier annuel et rapport de gestion 2019’ filed with the French Autorité des Marchés Financiers (AMF) on March 6, 2020 which are available on Nicox’s website (www.nicox.com).
Nicox S.A. Drakkar 2 Bât D, 2405 route des Dolines CS 10313, Sophia Antipolis 06560 Valbonne, France T +33 (0)4 97 24 53 00 F +33 (0)4 97 24 53 99

Attachment

EN_VYZULTA Argentina Launch_20201123_F

November 23, 2020 1:33 am

CGG: Sercel Announces Global Launch of S-lynks Structural Health Monitoring System

SercelAnnounces Global Launch of S-lynksStructural Health Monitoring System

Paris,
Novem
ber
23
,
20
20

CGG has announced the launch by Sercel of S-lynks, a new solution for real-time monitoring of the structural integrity of buildings and infrastructure around the world.

With its embedded ultra-sensitive QuietSeis^® sensor, S-lynks can measure a structure’s ambient noise without the requirement to restrict access. This fully connected, wireless system is self-sustaining and can be deployed on all types of structures. The recorded data is then streamed to the cloud for processing and is immediately accessible for remote analysis.

Emmanuelle Dubu, Sercel CEO, said: “We are pleased to announce the launch of our S-lynks solution. With the aging of infrastructure caused by natural and human phenomena, the operators of these buildings and structures need to be able to monitor their integrity in real time. As the leading specialist in high-accuracy seismic sensors, Sercel is uniquely qualified to deliver solutions that overcome the challenges of predictive structural maintenance.”

About CGG

CGG (www.cgg.com) is a global geoscience technology leader. Employing around 4,
0
00 people worldwide, CGG provides a comprehensive range of data, products, services and equipment that supports the discovery and responsible management of the Earth’s natural resources. CGG is listed on the Euronext Paris SA (ISIN: 0013181864).

Contacts

Group Communications & Investor Relations

Christophe Barnini
Tel: + 33 1 64 47 38 11
E-Mail: [email protected]

Attachment

CGG – Press Release pdf version

November 23, 2020 1:03 am

argenx Enters Into Agreement To Acquire Priority Review Voucher

November 23, 2020

Breda, the Netherlands / Ghent, Belgium – argenx (Euronext & Nasdaq: ARGX), a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases and cancer, today announced that the company has agreed to acquire a U.S. Food and Drug Administration (FDA) Priority Review Voucher (PRV) from Bayer Healthcare Pharmaceuticals, Inc for $98 million. A PRV entitles the holder to FDA priority review of a single New Drug Application or Biologics License Application (BLA), which reduces the target review time and may potentially lead to an expedited approval.

argenx expects to redeem the PRV for a future marketing application for its FcRn antagonist efgartigimod. It will not be used for the BLA filing of intravenous efgartigimod in generalized myasthenia gravis, which is on track to be submitted in 2020.

“Efgartigimod has the potential to offer a new therapy option to patients with severe autoimmune diseases. We are currently advancing both an intravenous and subcutaneous formulation, which we believe will capture variability in patient preferences around dosing schedule and convenience, and will allow us to reach the most number of patients. Through this investment in a PRV, we’ll be able to seek expedited review of a future marketing application and build additional optionality into our development plans for efgartigimod,” said Tim Van Hauwermeiren, Chief Executive Officer of argenx.

The closing of the acquisition of the PRV is subject to customary closing conditions, including clearance under the Hart-Scott Rodino (HSR) Antitrust Improvements Act.

About Efgartigimod

Efgartigimod is an investigational antibody fragment designed to reduce disease-causing immunoglobulin G (IgG) antibodies and block the IgG recycling process. Efgartigimod binds to the neonatal Fc receptor (FcRn), which is widely expressed throughout the body and plays a central role in rescuing IgG antibodies from degradation. Blocking FcRn reduces IgG antibody levels representing a logical potential therapeutic approach for several autoimmune diseases known to be driven by disease-causing IgG antibodies, including: myasthenia gravis (MG), a chronic disease that causes muscle weakness; pemphigus vulgaris (PV), a chronic disease characterized by severe blistering of the skin; immune thrombocytopenia (ITP), a chronic bruising and bleeding disease; and chronic inflammatory demyelinating polyneuropathy (CIDP), a neurological disease leading to impaired motor function.

About argenx

argenx is a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases and cancer. Partnering with leading academic researchers through its Immunology Innovation Program (IIP), argenx aims to translate immunology breakthroughs into a world-class portfolio of novel antibody-based medicines. argenx is evaluating efgartigimod in multiple serious autoimmune diseases, and cusatuzumab in hematological cancers in collaboration with Janssen. argenx is also advancing several earlier stage experimental medicines within its therapeutic franchises. argenx has offices in Belgium, the United States, and Japan. For more information, visit www.argenx.com and follow us on LinkedIn at https://www.linkedin.com/company/argenx/.

For further information, please contact:

Beth DelGiacco, Vice President, Corporate Communications & Investor Relations
+1 518 424 4980
[email protected]

Joke Comijn, Director Corporate Communications & Investor Relations (EU)
+32 (0)477 77 29 44
+32 (0)9 310 34 19
[email protected]

Forward-looking Statements

The contents of this announcement include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms believes, estimates, anticipates, expects, intends, may, will, or should, and include statements argenx makes concerning the closing of the acquisition of the PRV; the expected benefits of the PRV; the timing of the
BLA filing of IV efgartigimod in generalized myasthenia gravis; the timing and outcome of FDA feedback regarding its proposed strategy for a bridging study between the intravenous (IV) and subcutaneous (SC) formulations of efgartigimod in gMG; the expected benefits of IV and SC formulations of efgartigimod; the therapeutic potential of its product candidates; and the intended results of its strategy.
By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. argenx’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including the ability to satisfy closing conditions for the acquisition of the PRV, the occurrence of any event that could give rise to the termination of the PRV acquisition agreement, the ability to recognize the anticipated benefits of the PRV acquisition, the effects of the COVID-19 pandemic, the inherent uncertainties associated with preclinical and clinical trial and product development activities and regulatory approval requirements; argenx’s reliance on collaborations with third parties; estimating the commercial potential of argenx’s product candidates; argenx’s ability to obtain and maintain protection of intellectual property for its technologies and drugs; argenx’s limited operating history; and argenx’s ability to obtain additional funding for operations and to complete the development and commercialization of its product candidates. A further list and description of these risks, uncertainties and other risks can be found in argenx’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in argenx’s most recent annual report on Form 20-F filed with the SEC as well as subsequent filings and reports filed by argenx with the SEC. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. argenx undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.