{"id":54452,"date":"2018-09-27T10:51:15","date_gmt":"2018-09-27T08:51:15","guid":{"rendered":"http:\/\/powernews.cc\/?p=54452"},"modified":"2018-09-27T10:53:18","modified_gmt":"2018-09-27T08:53:18","slug":"%d9%86%d8%b5-%d8%a8%d9%8a%d8%a7%d9%86-delek-drilling-%d8%a8%d8%b4%d8%a3%d9%86-%d8%b5%d9%81%d9%82%d8%a9-%d8%ae%d8%b1%d9%88%d8%ac-%d8%b3%d8%a7%d9%85-%d8%b2%d9%8a%d9%84-%d9%88%d9%8a%d9%88%d8%b3%d9%89","status":"publish","type":"post","link":"https:\/\/powernews.cc\/?p=54452","title":{"rendered":"\u0646\u0635 \u0628\u064a\u0627\u0646 DELEK DRIlling \u0628\u0634\u0623\u0646 \u0635\u0641\u0642\u0629 \u062e\u0631\u0648\u062c \u0633\u0627\u0645 \u0632\u064a\u0644 \u0648\u064a\u0648\u0633\u0649 \u0645\u064a\u0645\u0627\u0646 \u0645\u0646 \u062e\u0637 \u063a\u0627\u0632 \u0634\u0631\u0642 \u0627\u0644\u0645\u062a\u0648\u0633\u0637"},"content":{"rendered":"

\u064a\u0646\u0634\u0631 \u0645\u0648\u0642\u0639 \u0628\u0627\u0648\u0631 \u0646\u064a\u0648\u0632 \u0627\u0644\u0627\u062e\u0628\u0627\u0631\u064a\u00a0\u0646\u0635 \u0628\u064a\u0627\u0646 DELEK DRIlling \u0628\u0634\u0623\u0646 \u0635\u0641\u0642\u0629 \u062e\u0631\u0648\u062c \u0633\u0627\u0645 \u0632\u064a\u0644 \u0648\u064a\u0648\u0633\u0649 \u0645\u064a\u0645\u0627\u0646 \u0645\u0646 \u062e\u0637 \u063a\u0627\u0632 \u0634\u0631\u0642 \u0627\u0644\u0645\u062a\u0648\u0633\u0637 :<\/strong><\/span><\/p>\n

 <\/p>\n

Delek Drilling \u2013 Limited Partnership<\/strong><\/span>
\n(the \u201cPartnership\u201d)<\/strong><\/span>
\nSeptember 27, 2018<\/strong><\/span>
\nTo:<\/strong><\/span>
\nIsrael Securities Authority<\/strong><\/span>
\n22 Kanfei Nesharim St.<\/strong><\/span>
\nJerusalem<\/strong><\/span>
\nTo:<\/strong><\/span>
\nTel Aviv Stock Exchange Ltd.<\/strong><\/span>
\n2 Ahuzat Bayit St.<\/strong><\/span>
\nTel Aviv<\/strong><\/span>
\nDear Sir\/Madam,<\/strong><\/span>
\nRe: Engagement in agreements for the purchase of EMG shares and the <\/strong><\/span>
\npurchase of rights in the EMG pipeline<\/strong><\/span>
\nFurther to the provisions of Section 7.12.2(b)2(b) of the Partnership\u2019s periodic report <\/strong><\/span>
\nas of December 31, 2017, released on March 21, 2018 (Ref. no. 2018-01-022209), the <\/strong><\/span>
\nPartnership\u2019s immediate report of February 19, 2018 (Ref. no. 2018-01-013578) <\/strong><\/span>
\nregarding the signing of two agreements between the Partnership and Noble Energy <\/strong><\/span>
\nMediterranean Ltd. (\u201cNoble\u201d) and Dolphinus Holdings Limited (the \u201cDolphinus <\/strong><\/span>
\nAgreements\u201d and \u201cDolphinus\u201d, respectively) for the export of natural gas to Egypt <\/strong><\/span>
\nfrom the Tamar and Leviathan reservoirs, the Partnership\u2019s immediate report of March <\/strong><\/span>
\n7, 2018 (Ref. no. 2018-01-018330) on negotiations of the Partnership and Noble1 with <\/strong><\/span>
\nEastern Mediterranean Gas Company S.A.E. (\u201cEMG\u201d) for the transport of natural gas <\/strong><\/span>
\nfrom Israel to Egypt via the EMG Pipeline (as defined below), the approval by the <\/strong><\/span>
\nmeeting of holders of participation units in the Partnership for non-distribution of <\/strong><\/span>
\nprofits in order to invest the same in the purchase of rights in EMG (Ref. nos. 2018-01-<\/strong><\/span>
\n062350, 2018-01-063043) (the \u201cUnit Holders Meeting\u201d), and Section 9 of the <\/strong><\/span>
\nPartnership\u2019s shelf offering report dated September 16, 2018 (Ref. no. 2018-01-<\/strong><\/span>
\n084490), the Partnership hereby respectfully announces that, in order to consummate <\/strong><\/span>
\nthe Dolphinus Agreement, EMED Pipeline B.V. (\u201cEMED\u201d)2<\/strong><\/span>
\n, signed agreements on <\/strong><\/span>
\n26.9.2018 for the acquisition of 39% of the share capital of EMG (the \u201cEMG<\/strong><\/span>
\nTransaction\u201d or the \u201cTransaction\u201d). The closing of the Transaction is contingent, <\/strong><\/span>
\ninter alia, on the signing of a Capacity, Lease & Operatorship Agreement (CLOA) <\/strong><\/span>
\nbetween EMED and EMG, in which EMG will grant EMED the exclusive right to lease <\/strong><\/span>
\nand operate the EMG Pipeline for the transport of natural gas from Israel to Egypt (the <\/strong><\/span>
\n\u201cCLOA\u201d), all as specified below:<\/strong><\/span>
\nA. General background<\/strong><\/span>
\nEMG is a private company registered in Egypt which owns a 26 inch, c. 90 km <\/strong><\/span>
\nsubmarine pipeline connecting the Israeli transmission system in the Ashkelon <\/strong><\/span>
\narea with the Egyptian transmission system in the El-Arish area, as well as <\/strong><\/span><\/p>\n

1 Through Noble Energy International Ltd. (\u201cNoble Cyprus\u201d).<\/strong><\/span>
\n2 EMED is a special-purpose company established for the Transaction and registered in the Netherlands,<\/strong><\/span>
\nwhose shares are held as follows: A wholly-owned subsidiary of the Partnership registered in Cyprus \u2013<\/strong><\/span>
\n25%, Noble Cyprus \u2013 25%, and Sphinx EG BV, a wholly-owned subsidiary of East Gas Company which <\/strong><\/span>
\nholds, inter alia, a gas pipeline and infrastructure in Egypt (the \u201cEgyptian Partner\u201d) \u2013 50%.<\/strong><\/span><\/p>\n

related facilities (jointly, the \u201cEMG Pipeline\u201d). The EMG Pipeline was <\/strong><\/span>
\ndesigned for a capacity of approx. 7 BCM per year, with an option to increase<\/strong><\/span>
\nthe capacity to approx. 9 BCM per year by installing additional systems. The <\/strong><\/span>
\nflow of gas through the EMG Pipeline from Egypt to Israel was stopped several <\/strong><\/span>
\nyears ago, and to the best of the Partnership\u2019s knowledge, as of the date of this <\/strong><\/span>
\nreport EMG has no commercial activity, and remains exposed to claims and <\/strong><\/span>
\ndebts vis-\u00e0-vis authorities, creditors, suppliers and customers in significant<\/strong><\/span>
\namounts3<\/strong><\/span>
\n. It is noted that in the Transaction, the Partnership is not required to <\/strong><\/span>
\nprovide any collateral or guarantees for EMG\u2019s existing debts.<\/strong><\/span>
\nAs of the report date, EMG\u2019s registered shareholders are as follows: <\/strong><\/span>
\n(1) EGI-EMG LP \u2013 12%;<\/strong><\/span>
\n(2) Merhav M.N.P. Ltd. \u2013 8.2%;<\/strong><\/span>
\n(3) Merhav Ampal Energy Holdings Limited Partnership \u2013 8.6%;<\/strong><\/span>
\n(4) Merhav-Ampal Group Ltd. (\u201cMerhav-Ampal Group\u201d) \u2013 8.2%;<\/strong><\/span>
\n(5) PTT Energy Resources Company Limited (\u201cPTT\u201d)4<\/strong><\/span>
\n\u2013 25%;<\/strong><\/span>
\n(6) Mediterranean Gas Pipeline Ltd. (\u201cMGPC\u201d)5<\/strong><\/span>
\n\u2013 28%;<\/strong><\/span>
\n(7) Egyptian General Petroleum Corporation (\u201cEGPC\u201d)6<\/strong><\/span>
\n\u2013 10%.<\/strong><\/span>
\n(Shareholders (1)-(4) shall be referred to hereinafter jointly as the \u201cSellers\u201d)<\/strong><\/span>
\nIt is noted that the some of the Sellers, the Sellers\u2019 shareholders, and affiliates <\/strong><\/span>
\nof the Sellers, are conducting several arbitration proceedings in international <\/strong><\/span>
\narbitration institutions against the Government of Egypt and companies held<\/strong><\/span>
\nthereby, in connection with the termination of the transport of gas from Egypt<\/strong><\/span>
\nto Israel (jointly, the \u201cArbitration Proceedings\u201d). EMG is also a party to <\/strong><\/span>
\narbitrations vis-\u00e0-vis Egyptian state-owned companies.<\/strong><\/span>
\nB. Agreements for the purchase of 39% of the share capital of EMG<\/strong><\/span>
\nOn September 26, 2018, EMED signed four separate, essentially similar<\/strong><\/span>
\nagreements with the Sellers for the purchase of EMG shares held by the Sellers, <\/strong><\/span>
\nat a total rate of 37% of the share capital of EMG (jointly, the \u201cShare Purchase <\/strong><\/span><\/p>\n

3<\/strong><\/span>
\nAccording to the financial statements of EMG as of December 31, 2017 and December 31, 2016, <\/strong><\/span>
\nEMG\u2019s assets amount to approx. $117 million and $129 million, respectively; liabilities total approx. <\/strong><\/span>
\n$505 million and approx. $487 million, respectively; and the equity deficit is in the sum of approx. $388 <\/strong><\/span>
\nmillion and approx. $358 million, respectively. In addition, in the years 2017 and 2016 EMG did not <\/strong><\/span>
\nrecognize revenues from activity and incurred losses in the sum of approx. $30 million and $26 million, <\/strong><\/span>
\nrespectively. The financial statements are presented in U.S. dollars, and are prepared according to <\/strong><\/span>
\nEgyptian GAAP. It is noted that the financial figures as of December 31, 2017 and December 31, 2016<\/strong><\/span>
\nand for the years then ended are based on financial statements, on which EMG\u2019s auditor refrained from <\/strong><\/span>
\ngiving his opinion due to the materiality of the issues and reservations as stated in his opinion. It is further <\/strong><\/span>
\nnoted that the said financial statements do not include a provision for potential claims by customers. <\/strong><\/span>
\n4 A public energy company partially owned by the Government of Thailand.<\/strong><\/span>
\n5<\/strong><\/span>
\nA private company controlled, to the best of the Partnership\u2019s knowledge, by the Evsen Group, a <\/strong><\/span>
\ncompany headed by Dr. Ali Evsen.<\/strong><\/span>
\n6 An Egyptian State-owned company.<\/strong><\/span><\/p>\n

Agreements\u201d), as well as another agreement for the purchase of shares at the <\/strong><\/span>
\nrate of 2% from MGPC (the \u201cMGPC Agreement\u201d). <\/strong><\/span>
\n1. Highlights of the Share Purchase Agreements<\/strong><\/span>
\na. Subject to fulfillment of the conditions precedent, the main ones <\/strong><\/span>
\nof which are described in paragraph (d) below, and the <\/strong><\/span>
\nTransaction closing conditions, the Sellers will sell and transfer<\/strong><\/span>
\nto EMED the shares of EMG held by them, totaling 37% of the <\/strong><\/span>
\nshare capital of EMG (the \u201cPurchased Shares\u201d), including any <\/strong><\/span>
\nand all rights associated with the Purchased Shares.<\/strong><\/span>
\nb. The Sellers, the shareholders of the Sellers and the Sellers\u2019 <\/strong><\/span>
\naffiliates will waive any claim, action, award, decision, order or <\/strong><\/span>
\nremedy they have against the Government of Egypt and <\/strong><\/span>
\ncompanies owned thereby, in the context of the Arbitration <\/strong><\/span>
\nProceedings.<\/strong><\/span>
\nc. In consideration for the Purchased Shares, waiver of their rights <\/strong><\/span>
\nin the Arbitration Proceedings and additional rights in <\/strong><\/span>
\naccordance with the Share Purchase Agreements, as stated <\/strong><\/span>
\nabove, EMED shall pay the Sellers, on the Transaction closing <\/strong><\/span>
\ndate, the sum total of 518 million US dollars (the <\/strong><\/span>
\n\u201cConsideration\u201d), of which each of the Partnership and Noble<\/strong><\/span>
\nshall pay an amount of approx. 185 million US dollars, with the <\/strong><\/span>
\nbalance being paid by the Egyptian Partner.<\/strong><\/span>
\nd. Performance of the transaction contemplated in the Share <\/strong><\/span>
\nPurchase Agreements is contingent on the fulfillment of standard <\/strong><\/span>
\nconditions precedent, including: receipt of any and all approvals <\/strong><\/span>
\nand consents required for the transfer of the Purchased Shares <\/strong><\/span>
\nfrom the Sellers and registration thereof in the name of EMED; <\/strong><\/span>
\nreceipt of the approvals and consents required by any law in <\/strong><\/span>
\nEgypt and in Israel for performance of the transactions <\/strong><\/span>
\ncontemplated in the Share Purchase Agreements and for the <\/strong><\/span>
\ntransport of the gas in the EMG Pipeline from Israel to Egypt; <\/strong><\/span>
\nsigning of the CLOA and the removal of any material <\/strong><\/span>
\nimpediment to the performance thereof; completion of a<\/strong><\/span>
\ntechnical due diligence for the EMG Pipeline, including<\/strong><\/span>
\nperformance of testing on the continuous flow of gas from Israel <\/strong><\/span>
\nto Egypt through the EMG Pipeline, in the quantities and for the<\/strong><\/span>
\nperiod determined; restructuring of an existing debt of EMG to <\/strong><\/span>
\nan Egyptian bank and rescheduling thereof, to the satisfaction of <\/strong><\/span>
\nEMED; receipt of any and all formal approvals required by the <\/strong><\/span>
\nSellers, including with respect to the controlling shareholder in <\/strong><\/span>
\nMerhav-Ampal Group which is undergoing liquidation<\/strong><\/span>
\nproceedings, court approvals, and the closing of all the Share <\/strong><\/span>
\nPurchase Agreements.<\/strong><\/span>
\ne. The last date for fulfillment of the conditions precedent and the<\/strong><\/span>
\nclosing of the Transaction is June 30, 2019, although the parties<\/strong><\/span><\/p>\n

intend to act to close the Transaction as early as possible, and the <\/strong><\/span>
\nPartnership estimates that it is likely that the conditions <\/strong><\/span>
\nprecedent in the Transaction will be fulfilled earlier than the date <\/strong><\/span>
\nstated above, such that the flow of natural gas from Israel to <\/strong><\/span>
\nEgypt through the EMG Pipeline will commence at the <\/strong><\/span>
\nbeginning of 2019.<\/strong><\/span>
\nf. The Share Purchase Agreements is governed by English law. <\/strong><\/span>
\nAny dispute between the parties will be resolved in arbitration in <\/strong><\/span>
\nLondon (according to the rules of the London Court of <\/strong><\/span>
\nInternational Arbitration).<\/strong><\/span>
\nThe Partnership intends to finance its investment in the EMG <\/strong><\/span>
\nTransaction by using the Partnership\u2019s available cash flow and\/or <\/strong><\/span>
\nthrough credit facilities from banks and\/or expansion of the Series A <\/strong><\/span>
\nbond series issued by the Partnership on December 26, 2016.<\/strong><\/span>
\n2. Highlights of the MGPC Agreement<\/strong><\/span>
\nConcurrently with the signing of the Share Purchase Agreements, an <\/strong><\/span>
\nagreement was signed between EMED and MGPC, whereby MGPC <\/strong><\/span>
\nshall transfer to EMED, for no consideration, subject to and concurrently <\/strong><\/span>
\nwith the closing of the Share Purchase Agreements, 2% of the shares of <\/strong><\/span>
\nEMG held thereby, against the ending of disputes between some of the <\/strong><\/span>
\nSellers and MGPC.<\/strong><\/span>
\nSubject to and after the closing of the EMG Transaction, the <\/strong><\/span>
\nshareholders of EMG will be as follows:<\/strong><\/span>
\n(1) EMED \u2013 39%;<\/strong><\/span>
\n(2) PTT \u2013 25%;<\/strong><\/span>
\n(3) MGPC \u2013 17% (controlled by Dr. Ali Evsen);<\/strong><\/span>
\n(4) The Egyptian Partner \u2013 9%7<\/strong><\/span>
\n;<\/strong><\/span>
\n(5) EGPC \u2013 10%.<\/strong><\/span>
\nC. The Capacity, Lease & Operatorship Agreement<\/strong><\/span>
\nAs stated above, the closing of the EMG Transaction is conditioned, inter alia, <\/strong><\/span>
\non the signing of the Capacity, Lease & Operatorship Agreement between <\/strong><\/span>
\nEMED and EMG, in which EMG will grant EMED the exclusive right to lease <\/strong><\/span>
\nand operate the EMG Pipeline for the entire term of the Dolphinus Agreements, <\/strong><\/span>
\nwith an option to extend the agreement. According to this agreement, the costs <\/strong><\/span>
\nrequired to refurbish the EMG Pipeline, up to a sum of $30 million (which <\/strong><\/span>
\nreflects a preliminary estimate of these costs), and the current costs of operating<\/strong><\/span>
\nthe pipeline, will be borne by EMED (jointly, the \u201cOperating Costs\u201d), while <\/strong><\/span>
\nEMG shall be entitled to receive the current transport fees to be paid by <\/strong><\/span><\/p>\n

7 To the best of the Partnership’s knowledge, MGPC intends to transfer the said shares to the Egyptian <\/strong><\/span>
\nPartner.<\/strong><\/span><\/p>\n

Dolphinus for use of the pipeline (the \u201cTransport Fee\u201d), net of the Operating<\/strong><\/span>
\nCosts. <\/strong><\/span>
\nD. EMED shareholders agreement<\/strong><\/span>
\nAs aforesaid, EMED is a special-purpose company established for the <\/strong><\/span>
\nTransaction and registered in the Netherlands, whose shares are held as follows: <\/strong><\/span>
\nA wholly-owned subsidiary of the Partnership registered in Cyprus \u2013 25%; <\/strong><\/span>
\nNoble Cyprus \u2013 25%; and Sphinx EG BV, a wholly-owned subsidiary of East <\/strong><\/span>
\nGas Company \u2013 50%. In proximity to the date of signing of the Share Purchase <\/strong><\/span>
\nAgreements, the shareholders of EMED signed a shareholders agreement <\/strong><\/span>
\ngoverning the relationship between them as shareholders of EMED, including <\/strong><\/span>
\nprovisions regarding material decisions, that will be made unanimously. In <\/strong><\/span>
\naddition, right of first refusal arrangements were determined for a transfer of <\/strong><\/span>
\nshares in EMED.<\/strong><\/span>
\nE. Term sheet for the use of additional infrastructures<\/strong><\/span>
\nConcurrently with the signing of the Share Purchase Agreements as described <\/strong><\/span>
\nabove, an MOU was signed between the Partnership and Noble and between the <\/strong><\/span>
\nEgyptian Partner (which owns the pipeline section between Aqaba and El-<\/strong><\/span>
\nArish, hereinafter the \u201cArab Gas Pipeline\u201d) and an affiliate of Dolphinus, in <\/strong><\/span>
\nwhich the parties agreed that the Partnership and Noble would receive access to <\/strong><\/span>
\nadditional capacity in the Egyptian transmission system, through the \u201cArab Gas <\/strong><\/span>
\nPipeline\u201d, at the entry point to the Egyptian transmission system in the Aqaba <\/strong><\/span>
\narea, that will allow for the transport of additional quantities of gas over and <\/strong><\/span>
\nabove the quantities of gas that will flow through the EMG Pipeline (the <\/strong><\/span>
\n\u201cAdditional Infrastructure\u201d), for implementation of the Dolphinus agreement <\/strong><\/span>
\nand additional agreements for the sale of natural gas to Egypt. The parties <\/strong><\/span>
\nfurther agreed to consider additional projects for the transmission of natural gas <\/strong><\/span>
\nfrom Israel to potential customers and facilities in Egypt.<\/strong><\/span>
\nF. LOIs with the Tamar partners and the Leviathan partners<\/strong><\/span>
\nIn proximity to the date of signing of the EMG Transaction, Noble and the <\/strong><\/span>
\nPartnership signed a non-binding LOI with the Tamar partners and a non-<\/strong><\/span>
\nbinding LOI with the Leviathan partners in connection with allocation of the <\/strong><\/span>
\ncapacity, and further arrangements, in connection with the transport of natural <\/strong><\/span>
\ngas in the EMG Pipeline and the Additional Infrastructure (as defined above). <\/strong><\/span>
\nThe LOI with the Leviathan partners provides that subject to, inter alia, the <\/strong><\/span>
\nsigning of a definitive agreement, by June 30, 2019 and for the closing of the <\/strong><\/span>
\nEMG Transaction, the partners in the Leviathan project shall on the EMG <\/strong><\/span>
\nTransaction closing date pay the sum of $250 million in consideration for<\/strong><\/span>
\nEMED\u2019s undertaking to allow the transport of natural gas from the Leviathan <\/strong><\/span>
\nreservoir for implementation of the Leviathan-Dolphinus agreement and the <\/strong><\/span>
\nguarantee of a capacity of 350,000 MMbtu per day in the EMG Pipeline and the <\/strong><\/span>
\nAdditional Infrastructure, such that further to the provisions of Subsection <\/strong><\/span>
\nB.1.C. above, on the Transaction closing date, out of the total consideration to <\/strong><\/span>
\nbe paid by the Partnership and Noble, the sum of approx. $250 million will be <\/strong><\/span>
\npaid by the Leviathan partners, such that the total consideration to be paid by<\/strong><\/span><\/p>\n

in accordance with all of the conditions of the Unit Holders Meeting approval, <\/strong><\/span>
\nas specified in the (amended) notice of meeting report of June 28, 2018 (Ref. <\/strong><\/span>
\nno. 2018-01-062350).<\/strong><\/span>
\nConcurrently, Noble and the Partnership signed a non-binding LOI with <\/strong><\/span>
\npartners in the Tamar project whereby, subject to, inter alia, the signing of a <\/strong><\/span>
\ndefinitive agreement by June 30, 2019 and the closing of the EMG Transaction, <\/strong><\/span>
\nthe Tamar partners shall pay the Leviathan partners, by June 30, 2020, the sum <\/strong><\/span>
\nof $125 million (constituting reimbursement of 50% of the amount payable by <\/strong><\/span>
\nthe Leviathan partners on the EMG Transaction closing date), in consideration <\/strong><\/span>
\nfor an undertaking by EMED to allow the transport of gas from the Tamar <\/strong><\/span>
\nreservoir for the implementation of the Tamar-Dolphinus Agreement, including <\/strong><\/span>
\nsale on an interruptible basis already in early 2019, or a proportionately reduced <\/strong><\/span>
\namount, if the total capacity of the EMG Pipeline and the Additional <\/strong><\/span>
\nInfrastructure, as confirmed by a competent technical entity, is lower than <\/strong><\/span>
\n700,000 MMbtu per day. The LOIs also include mechanisms enabling the <\/strong><\/span>
\nLeviathan partners to use any available capacity above 350,000 MMbtu per day, <\/strong><\/span>
\ninsofar as the Tamar partners do not use the capacity in full. It is emphasized <\/strong><\/span>
\nthat the binding agreements with the Tamar partners and the Leviathan partners, <\/strong><\/span>
\nif signed, are expected to include specific arrangements regarding regulation of <\/strong><\/span>
\nthe usage of the EMG Pipeline and the Additional Infrastructure, including <\/strong><\/span>
\narrangements with respect to the allocation of the capacity in various cases, <\/strong><\/span>
\ninvestments in the Additional Infrastructure and further arrangements. The <\/strong><\/span>
\ndefinitive agreements, if and to the extent signed, will be subject to receipt of <\/strong><\/span>
\nthe relevant regulatory approvals, including the approval of the Antitrust <\/strong><\/span>
\nAuthority and the approval of the Ministry of Energy, if required.<\/strong><\/span>
\nIn addition to the aforesaid, in proximity to the date of signing of the Share <\/strong><\/span>
\nPurchase Agreements, Delek and Noble endorsed the Tamar-Dolphinus <\/strong><\/span>
\nagreement to all the partners in the Tamar project and the Leviathan-Dolphinus <\/strong><\/span>
\nagreement to all the partners in the Leviathan project, in accordance with the <\/strong><\/span>
\npartners\u2019 proportionate rights in each one of the said petroleum assets. <\/strong><\/span>
\nThe partners in the Leviathan project and their holding rates are as follows:<\/strong><\/span>
\nNoble Energy Mediterranean Ltd. 39.66%<\/strong><\/span>
\nDelek Drilling – Limited Partnership 45.34%<\/strong><\/span>
\nRatio Oil Exploration (1992), Limited Partnership 15.00%<\/strong><\/span>
\nThe partners in the Tamar Project and their holding rates are as follows:<\/strong><\/span>
\nNoble Energy Mediterranean Ltd. 25%<\/strong><\/span>
\nIsramco Negev 2, Limited Partnership 28.75%<\/strong><\/span>
\nDelek Drilling \u2013 Limited Partnership 22.00%<\/strong><\/span>
\nTamar Petroleum Ltd. 16.75%<\/strong><\/span>
\nDor Gas Exploration \u2013 Limited Partnership 4.00%<\/strong><\/span><\/p>\n

Everest Infrastructures \u2013 Limited Partnership 3.50%<\/strong><\/span>
\nCaution regarding forward-looking information: The details of information <\/strong><\/span>
\npresented above, including with respect to the possibility of the flow of gas in the <\/strong><\/span>
\nEMG Pipeline in the context of the tech DD, the terms and conditions of the <\/strong><\/span>
\nCLOA, if signed, the possibilities for financing of the Transaction, the costs of <\/strong><\/span>
\nrefurbishing the EMG Pipeline, the possibility of fulfillment of the Transaction <\/strong><\/span>
\nclosing conditions, and the possible date of fulfillment thereof, and the possibility <\/strong><\/span>
\nof signing of definitive agreements with the Leviathan and\/or Tamar partners, <\/strong><\/span>
\nconstitute forward-looking information within the meaning thereof in Section 32A <\/strong><\/span>
\nof the Securities Law, 5728-1969, which is based on preliminary estimates only. <\/strong><\/span>
\nSuch information may not materialize, in whole or in part, or may materialize in <\/strong><\/span>
\na materially different manner, due to various factors beyond the Partnership\u2019s <\/strong><\/span>
\ncontrol.<\/strong><\/span>
\nSincerely,<\/strong><\/span>
\nDelek Drilling Management (1993) Ltd.<\/strong><\/span>
\nGeneral Partner of Delek Drilling – Limited Partnership<\/strong><\/span>
\nBy Yossi Abu, CEO<\/strong><\/span>
\nYaniv Friedman, Deputy CEO<\/strong><\/span><\/p>\n

\n