Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
15 Outubro 2024 - 7:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
October 13, 2024
Commission File Number 001-36761
1 Temasek Avenue #37-02B
Millenia Tower
Singapore 039192
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF
KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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KENON HOLDINGS LTD.
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Date: October 13, 2024
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By:
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/s/ Robert L. Rosen
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Name: Robert L. Rosen
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Title: Chief Executive Officer
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Exhibit 99.1
Kenon’s Subsidiary OPC Energy Ltd. Announces Updates on Agreements by CPV to
Increase Interests in Two Power Plants
Singapore, October 13, 2024. Kenon Holdings Ltd.’s (NYSE: KEN, TASE: KEN) subsidiary OPC Energy Ltd. (“OPC”)
previously announced in July 2024 that CPV Group LP (“CPV”), a 70%-owned subsidiary of OPC, executed a Memorandum of Understanding and a purchase and sale agreement (the “Purchase
Agreement”) to purchase additional interests in two operating natural gas fired power plants, CPV Shore Holdings, LLC (“CPV Shore”) and CPV Maryland, LLC (“CPV
Maryland”) (together, the “Power Plants”) in which CPV already has an interest.
OPC has now announced the completion by CPV of the acquisition of an additional 25% interest in CPV Maryland under the
Purchase Agreement and that binding purchase agreements for the acquisition of an additional 31% interest in CPV Shore and a further 25% interest in CPV Maryland were executed between CPV and the relevant seller (the “Additional Binding Purchase Agreements”). Subject to
the closing of the transactions under the Additional Binding Purchase Agreements, the total holdings of CPV in CPV Shore and CPV Maryland will be approximately 69% and approximately 75%, respectively. OPC announced that based on the rights
of the owners of the remaining stakes in the Power Plants, OPC expects to continue to account for CPV Shore and CPV Maryland as “associated companies” in its financial statements.
OPC announced that the total amount required in connection with all such acquisitions (to the extent completed) is estimated to be $200 – $230 million.
Completion of the acquisitions of additional interests in CPV Shore and CPV Maryland under the Additional Binding Purchase Agreements
are each contingent on completion of the other and are subject to conditions precedent, including no material adverse events and the receipt of regulatory approvals, which OPC announced are expected to be obtained during Q4 2024.
For further information, see Kenon’s Reports on Form 6-K furnished on July 14 and July 21, 2024.
Caution Concerning Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the
agreements to acquire additional interests in the Power Plants, the total amount estimated to be payable, the expected timing of regulatory approvals and related statements, and other non-historical statements. You can generally identify these
statements by the use of words like “may”, “will”, “could”, “should”, “believe”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “target”, “future”, and variations of these words or comparable words. These statements are not
historical facts, but rather are based on current expectations or beliefs, and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties, which could cause the
actual results to differ materially from those indicated in Kenon’s forward-looking statements. Such risks include risks relating to whether the acquisitions of the additional interests in the Power Plants are completed on the terms disclosed or
at all, and other risks, including those set forth under the heading “Risk Factors” in Kenon’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. Except as required by law, Kenon undertakes no obligation
to update these forward-looking statements, whether as a result of new information, future events, or otherwise.
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