Aluma and Exelera: How much of the exit really reaches the fund

The main article made one central point: Aluma has already proved it can create value inside the portfolio, and the debate has moved to whether that value can actually rise to the parent. This follow-up isolates that exact junction through Exelera. Not how much Exelera is worth, but how much of the signed exit can really turn into clean and flexible parent-level cash.

The right lens here is all-in cash flexibility. This is not a normalized earnings question and not an EBITDA question for the portfolio companies. It is a question about cash left after closing conditions, collateral mechanics, existing debt, and the fund's real uses of cash. On a superficial read, an expected roughly NIS 380 million share of the Exelera transaction looks almost disconnected from Aluma's roughly NIS 277 million market cap in the presentation. On a closer read, the picture changes: Exelera already sat in the books at NIS 381.7 million at year-end 2025, the deal had not yet closed in the documents here, and most of Aluma's Exelera stake was already pledged to Series B bondholders.

First, this is barely new NAV

The first point is that even if the deal closes on terms close to what the fund itself presents, this is not a large new accounting uplift. In the investment note, Exelera's fair value was updated as of December 31, 2025 to NIS 467.8 million, which translated into a NIS 381.679 million carrying value for Aluma's stake. The same note says Aluma's expected share of consideration is about NIS 390 million, and that if the FX adjustment had been applied at the report date, that share would have stood at about NIS 380 million.

That gap matters. It means the Exelera event is primarily a conversion of paper value into liquidity, not an embedded second layer of capital gain. Anyone treating NIS 380 million as if it comes on top of the existing NAV is double counting. The new question is no longer whether Exelera is worth that amount. The new question is whether that value can actually become accessible cash at the fund level.

This is also the true concentration point. Exelera equals about 61.3% of Aluma's investment portfolio, but in equity terms it already equals about 81.5% of year-end NAV. It does not take a large gap between signed consideration, carrying value, and net proceeds to change the way the market reads the entire fund.

The first cash stop has not been completed yet

The immediate report dated February 2, 2026 improved the probability of closing because Aluma received Competition Authority approval. But that was only one material condition precedent. The annual report says explicitly that additional regulatory approvals were still outstanding, including Ministry of Communications approval. The investor presentation also defined an outside closing date of 180 days from signing, meaning May 29, 2026.

That matters for two reasons. The technical one is simple: in the evidence set here, the consideration was still not in the fund's bank account. The deeper one is that even after the competition approval, the current documents do not allow investors to treat the fund's share of consideration as fixed, unconditional cash. The purchase agreement also includes seller indemnity mechanics, including security to be provided to the buyers, but the report does not quantify that layer. So even before debt enters the picture, there is already a gap between the NIS 500 million headline and the amount that can safely be treated as free cash the day after closing.

Most of the stake sits inside the Series B collateral package

The second filter is the parent balance sheet. Aluma holds 80,217,780 Exelera shares, equal to about 81.6% of the company. Out of that, 58,980,206 Exelera shares, equal to about 60% of Exelera's total share capital, are pledged in favor of Series B bondholders. In terms of Aluma's own stake, that is about 73.5% of the shares it holds. This is no side note. It is the legal package through which most of the exit has to pass.

The Series B note makes clear how broad that package is. The pledge is not only over the shares themselves, but also over the rights attached to them and the proceeds from their sale. Series B was issued with original principal of NIS 121.531 million, a fixed annual coupon of 6.56%, and an amortization schedule that back-loads most of the principal: 5% at the end of 2026, 5% at the end of 2027, 15% at the end of 2028, 15% at the end of 2029, and 60% at the end of 2030.

That does not mean the full NIS 380 million must be burned immediately on debt repayment. That is not the claim, and the report does not make it. The narrower and more important point is that most of the shares being sold are not a free asset dropping directly into common-shareholder hands. They sit inside a secured structure where the trustee and the indenture have a direct role. That is exactly why the fund says that if the transaction closes, it will publish an immediate report detailing the net consideration and the intended use of proceeds.

That leaves three questions the transaction headline does not answer:

• How much of the amount actually received will count as net proceeds after contractual adjustments and deal mechanics.
• What portion of that amount will still remain inside the Series B collateral framework.
• How much of the remainder will turn into real parent-level flexibility rather than sit against debt, liquidity buffers, or a new investment cycle.

Cash is not landing in an empty shell

Even after isolating closing risk and collateral mechanics, the next question is where the cash is supposed to land. Aluma ended 2025 with NIS 8.26 million of cash and cash equivalents and a NIS 8.84 million short-term deposit, or about NIS 17.1 million combined. That is not a structure that allows investors to treat NIS 380 million as clean incremental value. It is a platform already operating with debt, recurring expenses, and negative operating cash flow.

The best proof is what already happened in 2025. The fund raised about NIS 119.2 million net through Series B, yet finished the year with only NIS 17.1 million of cash and short-term deposits. The reason was not one isolated item. At the parent level, every new shekel quickly meets competing uses: refinancing old debt, making new investments, paying interest, and carrying the fund's own recurring cost base.

That bridge matters because it shows how Exelera should be read as well. Aluma has already shown that a large parent-level inflow does not automatically remain as liquidity. It can move quickly into repayment, reinvestment, and fixed-cost servicing. In 2025, cash used in operating activities was NIS 12.252 million. Management fees and the annual bonus to the manager were NIS 9.771 million. Other operating expenses were NIS 4.217 million. Net finance expense was NIS 11.515 million.

There is one more non-obvious point here. The management agreement says post-IPO management fees are calculated on the value of assets held by the fund, including cash and cash equivalents. So even if Exelera closes exactly along the path the fund is currently presenting, converting Exelera from shares into cash does not by itself reduce the management-fee friction at the parent. The value is already in the books, and the cash replacing it still sits inside the fee base.

That is the difference between created value and accessible value. Exelera can close and materially improve Aluma's financial flexibility without creating a fresh, clean layer of shareholder value equal to the headline number on day one.

So how much of the exit really reaches the fund

The answer emerging from the documents is not one clean number. It is an order of priority.

First, a large portion of the value has already reached the fund in accounting terms. It sits at NIS 381.7 million at the end of 2025. So the question is not how much new value was created, but how much of that value stops being paper and becomes cash.

Second, not all of the money has arrived and the timing is still unresolved. Competition approval was received on February 2, 2026, but additional regulatory approvals were still outstanding as of the report date, and the outside closing date was set for May 29, 2026.

Third, most of the stake being sold passes through the Series B collateral framework. So even after closing, the market still has to wait for the report on net proceeds and intended uses rather than assume the full headline amount becomes immediately discretionary cash.

Fourth, the cash that does arrive will not land on a blank page. It will enter a fund that already had about NIS 102 million of net financial debt in the presentation, finance costs, management fees that are also charged on cash, and a very recent example showing how quickly parent-level issuance proceeds can be absorbed by repayments and new investments.

So the right read on Exelera is this: if the deal closes close to the path the fund is presenting, it can materially change Aluma's financing flexibility. It does not prove on its own that NIS 380 million reaches common shareholders. What rises first to the fund level is liquidity. What remains truly accessible to shareholders will only be known in the next step, once it becomes clear how much of the net proceeds sits outside the collateral framework, how much is retained to reduce parent-level friction, and how much is redirected into the next investment cycle.

What decides the read from here

The first checkpoint is technical but critical: whether the remaining regulatory approvals arrive and whether the transaction closes by May 29, 2026.

The second checkpoint is the real one: what appears in the report on net consideration and intended uses. That is where the line will be drawn between value that looks impressive in a presentation and value that is actually accessible at the fund level.

The third checkpoint is capital-allocation discipline. If management uses part of the proceeds to reduce parent-level friction, Exelera becomes an event that strengthens the read on Aluma as a maturing holdco. If most of the cash is pushed quickly back into new assets, the market may continue to read the discount as a structural feature of a model that creates value faster than it makes that value reachable.