OREANDA-NEWS. February 23, 2016. Delek Group (TASE: DLEKG, US ADR: DGRLY) (“the Company”)  is pleased to announce that on February 18, 2016, a non-binding letter  of intent (“LOI”) was signed between the Company and a foreign traded company  (USA) with activities in the insurance sector abroad (“The Buyer”), regarding  the Buyer’s non-binding proposal to purchase the capital stock of Phoenix  Holdings Ltd. (“Phoenix”) owned by the Company (although the Buyer may purchase  less than 100% of the capital stock of Phoenix owned by the Company, such  amount would not constitute less than 47.5% of the issued and outstanding  capital stock of Phoenix ) (the “Sold Shares”).

In accordance with the LOI, the full consideration for  the Sold Shares will be an amount equal to the multiplying 87.5% of the book  value of the Phoenix, calculated as of December 31, 2015, and the percentage of  issued and outstanding capital stock of the Phoenix represented by the Shares  purchased by the Buyer. 50% of the consideration for the Sold Shares will be  payable in cash at the closing of the proposed transaction and 50% of the  consideration for the Sold Shares will be payable by the Buyer in the form of a  note payable within 60 months.

It is clarified that the LOI is not binding except for  the obligation of exclusivity for a period of 30 days. The proposed transaction  in the LOI is subject to Buyer’s completion of due diligence, approval of each  party board of directors, completion of negotiations between the parties and  the execution of a detailed binding agreement between the parties within 30  days from the execution of the LOI. In addition, the binding agreement will  include customary conditions to closing, including necessary regulatory  approvals.