Avner Oil - Annual Report 2011 - Delek Energy Systems

AVNER OIL EXPLORATION (LIMITED PARTNERSHIP)NOTES TO THE FINANCIAL STATEMENTSNote 13 – Partnership Equity:A. Breakdown:General Partner Limited Partner TotalUS $ ThousandsPartnership capital 166132 6 1661,1Retained earnings 2366255 2, 2366216Balance as at December 31, 2011 1116611 13 1166116As at December 31, 2010, 3,334,830,628 participation units of NIS 0.01 par value each were outstanding. The limitedpartner of the partnership holds 99.9% while the general partner holds 0.01%. The general partner also holds an indirect1.81% through participation units issued by the limited partner (the trustee). Regarding rights of participation unitowners, see note 12 A B.Shelf Prospectus:On July 21, 2011, a shelf prospectus was published (and amended on August 2, 2011) for the issue of partnershipparticipation units. On February 21, 2012 (after reporting date), the general meeting of unitholders approved an issue ofparticipation units and/or securities convertible into participation units during 2012, in a scope and according to termsthat will be decided by the general partner, to raise funds that will be required in the opinion of the general partner ofthe partnership, to finance current operations of the partnership, including investments in oil properties and therepayment of its liabilities, and to authorize the general partner to determine the format of the issue, its scope and timingat his sole discretion, on condition that the ceiling for the proceeds will not exceed $125 million. In addition, the actualissue may be made at any time as part of one or more prospectuses and/or one or more shelf offers, as will be decidedby the general partner.B, Changes to the Limited Partnership's Agreement – Distribution of Profits:1. The limited partnership agreement and amendments, included provisions on the distribution of profits of thepartnership, including allowing the general partner to abstain from any distribution of profits or to delay any distributionof profits as will be required, to finance operations of the partnership in a manner and at terms required by theagreement.2. On April 8, 2010, a decision was reached by the general meeting of partnership unit owners, including, inter alia, thefollowing:To amend the partnership agreement to allow the general partner to abstain from any distribution of profits or to delayany distribution of profits, as these steps are defined by the limited partnership agreement, as will be required if at all,for participation in development and extraction projects at the I/12 "Tamar" and I/13 "Dalit" holdings, as follows:"To clarify, it is hereby stated, that the general partner is not allowed, without approval of the Supervisor in writing, toabstain from any distribution of profits for the purpose of development and extraction projects, and the participation inother exploratory operations, beyond operations whose plans were included in a prospectus that served as the basis foran issue, or will serve as the basis for an issue, of units to the public and/or that will be approved by the generalmeeting and/or development work at I/12 "Tamar" and I/13 "Dalit" holdings, as will be approved by the general partnerfrom time to time in accordance with the joint operating agreement binding on the I/12 "Tamar" and I/13 "Dalit"holdings"-11-