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6-K 1 zk2534048.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
November 20, 2025
 
Commission File Number 001-36761
 
 
 
 
Kenon Holdings Ltd.
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.

 
KENON HOLDINGS LTD.
 
 
 
 
 
Date: November 20, 2025
By:
/s/ Robert L. Rosen
 
 
 
Name: Robert L. Rosen
 
 
 
Title: Chief Executive Officer
 





EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1


Kenon’s Subsidiary OPC Energy Ltd. Announces Private Placement of New Shares. Kenon
also Announces a Sale of a Small Portion of its OPC Shares

Singapore, November 20, 2025. Kenon Holdings Ltd.’s (NYSE: KEN, TASE: KEN) (“Kenon”) subsidiary OPC Energy Ltd. (“OPC”) announced a private placement of 5,529,322 ordinary shares to several institutional investors in Israel for gross proceeds of approximately NIS 340 million (approximately $100 million), at a price of NIS 61.50 per share. The closing price of OPC’s ordinary shares on November 19, 2025 was NIS 64.90.

OPC indicated that the new shares to be issued in this private placement will constitute approximately 1.83% of OPC’s issued and outstanding shares following the private placement. The private placement is subject to approval of the Tel Aviv Stock Exchange for listing of the new shares.

In addition, Kenon announces that it entered into a commitment to execute an off-exchange transaction to sell 5,422,648 OPC ordinary shares to other institutional investors in Israel at a price of NIS 62.70 per share, for gross proceeds of NIS 340 million (approximately $100 million). The sale is expected to be executed on November 20, 2025.

Following completion of OPC's private placement and Kenon’s sale of shares, Kenon is expected to hold approximately 47% of OPC’s ordinary shares.

The OPC ordinary shares referenced in this press release have not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under that act.

Caution Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 include statements relating to OPC’s private placement of new OPC shares including the completion of the private placement which is subject to Tel Aviv Stock Exchange approval, Kenon’s sale of OPC shares including execution of the sale, and Kenon’s expected ownership in OPC after OPC’s private placement and Kenon’s sale of OPC shares and other non-historical statements. These forward-looking statements 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 that OPC’s private placement is not approved by the Tel Aviv Stock Exchange and is not completed, risks that Kenon’s sale of OPC shares is not completed, risks relating to Kenon’s ownership stake in OPC following OPC’s private placement and Kenon’s sale of OPC shares and other risks and uncertainties, 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.