OREANDA-NEWS. Delek Group (TASE: DLEKG, US ADR: DGRLY) (“the Company”) announces that attached below is an Immediate Report of Avner Oil Exploration Limited Partnershipss  and Delek Drilling Limited Partnerships (each of them) ("the Partnerships")  concerning the signing of an agreement  for granting the right to sell and Noble Energy  Mediterranean Ltd. interests in the 364/"Alon A" and 366/"Alon  C" Petroleum Licenses. 

The Partnerships  hereby respectfully notifies as follows:

Further  to the immediate report dated August 17, 2015 (reference number 2015-01-097755)  regarding the government’s approval, subject to the granting of an exemption,  pursuant to article 52 of the Antitrust  Law 5748-1988 (hereinafter: "Article 52"), of the gas framework mentioned in  the aforementioned report (hereinafter:  the "Framework"),  and in order to prepare for the implementation of the Framework and to enable  an efficient sale process of the "Karish" and "Tanin" reservoirs which are located within the 364/"Alon A" and  366/"Alon C" Licenses, respectively (hereinafter: "Karish"  and "Tanin", and collectively: the "Licenses"), an agreement was signed (hereinafter: the "Agreement") on November 12, 2015, between the Partnerships and Noble Energy  Mediterranean Ltd. (hereinafter: "Noble"), pursuant to which Noble will grant  the Partnerships the right to sell half of Noble’s interests in the Licenses,  the principles of which are as follows:

     
  1. Noble  will grant the Partnerships, on an exclusive and irrevocable basis, the right  to sell half of its interests (23.5295%) in the Licenses (hereinafter: the  "Transferred Interests").
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  2. In  consideration for granting the right to sell the Transferred Interests and in  consideration for the Transferred Interests, each Partnership will pay Noble a  total amount of approx. 33.568 million U.S. Dollars on the date of fulfillment  of the conditions mentioned in section e) below (hereinafter: the "Consideration").
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  3. Noble  shall not be entitled to any additional consideration for the sale of the  Transferred Interests to a third party other than the aforementioned Consideration,  irrespective of the amount that will be received by the Partnerships from the  third party for the Transferred Interests.
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  4. From  the date of payment of the Consideration by the Partnerships to Noble, all  expenditures with respect to the Transferred Interests shall be paid by the Partnerships.  It is emphasized that as of this date, there are no additional significant  investments expected for the Licenses, until the sale of the interests to a  third party.
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  5. The  Agreement is contingent on receipt of final and unconditional approval of the  Framework (including the granting of an exemption pursuant to Article 52) and  receipt of the approval of the meeting of the Partnerships' unit holders. It  should be noted that on the date of signing the Agreement, Delek Group Ltd.,  Delek Energy Systems Ltd. and the Partnerships provided Noble with an  undertaking to vote in favor of the proposed resolution for the approval of the  Agreement (and any related resolutions) at the general meeting of the holders  of the participation units.  
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  6. In  the event that the final and unconditional approval of the Framework is not  granted (including the granting of an exemption pursuant to Article 52) within  75 days from the date of signing the Agreement, each party shall have the right  to terminate the Agreement by giving 7 days prior written notice to the other  party.
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  7. In  the event that the approval of the meeting of the holders of the Partnerships' participation  units is not received for this Agreement within 35 days from the date of final  approval of the Framework, the Partnerships may transfer its rights and  obligations pursuant to the Agreement within 15 days to an affiliate of the Partnerships  (an entity that controls the Partnerships, is controlled by the Partnerships or  is controlled by another person that also controls the Partnerships1). In the  event that the Partnerships do not transfer its rights to an affiliate as  abovementioned, each Party may terminate the Agreement by written notice. In the  event of termination of the Agreement as aforesaid, each Partnership has undertaken  to pay Noble a breakup fee in the amount of 1.5 million U.S. Dollars.

In view of the fact  that the engagement in the Agreement may be deemed as expansion of the Partnerships’  objects which are specified in Section 5 of the limited partnerships agreement  of July 1, 1993 (as amended from time to time), and in view of the fact that  the Partnerships requires financing sources to perform its undertakings  according to the Agreement, the Agreement will be presented for the approval of  the meeting of the Partnerships’ unit holders in a special resolution (within  the meaning thereof in the trust agreement of July 1, 1993 (as amended from  time to time).

It is noted that concurrently  with the Partnerships’ engagement in the Agreement, Avner and Delek Drilling  (each Partnership) engaged with Noble in an identical agreement to the Agreement,  which is also subject to the approval of the meeting of Avner’s and Delek  Drilling’s unit holders by the majority stated above. However, it is emphasized  that each Partnership’s engagement in the Agreement with Noble as specified  herein is not dependent on each other’s engagement in the agreement with Noble  as specified above and vice versa. 

Warning regarding  forward-looking information: The Partnerships’ estimate that no investments in  Karish and Tanin are expected until the sale of the rights to a third party,  constitute forward-looking information, within the meaning thereof in the  Securities Law, 5728-1968, which there is no certainty will materialize, in  whole or in part, and which may materialize in a materially different manner,  due to various factors including as a result of changes in the Framework and/or  operating and technical conditions in Karish and Tanin and/or regulatory  changes etc.

The partners in the 364/"Alon A"  and 366/"Alon C" Licenses and their holding rates are as follows:

Noble Energy Mediterranean Ltd.                                              47.059%

Avner Oil Exploration - Limited Partnerships                            26.4705%

Delek Drilling – Limited Partnerships                                        26.4705%

This is a convenience translation of the  original HEBREW immediate report to the Tel Aviv Stock Exchange by the Company on  November 15, 2015.

1 "Control" means the direct  or indirect ownership of 50% or more of the voting rights or equity in a  company, and with respect to an entity that is a partnerships, control means  the general partner or limited partner of the partnerships or any company or  entity that owns, directly or indirectly, 50% or more of the voting rights or  equity in the general partner or the limited partner of the partnerships.

About  The Delek Group

The Delek Group, Israel's dominant  integrated energy company, is the pioneering leader of the natural gas  exploration and production activities that are transforming the Eastern  Mediterranean's Levant Basin into one of the energy industry's most promising  emerging regions. Having discovered Tamar and Leviathan, two of the world's  largest natural gas finds since 2000, Delek and its partners are now developing  a balanced, world-class portfolio of exploration, development and production  assets with total gross natural gas resources discovered since 2009 of  approximately 40 TCF.

In  addition, Delek Group has a number of assets in downstream energy, water  desalination, and in the finance sector.