Capital Market Authority against Mor's involvement in Orion: Your role is to manage members' money, not companies
The Capital Market Authority is intervening for the first time to limit institutional involvement in public company management. The regulator is demanding clarifications from the Mor investment house regarding its actions in Orion.
The Capital Market Authority is intervening for the first time and drawing a line for the involvement of institutional bodies in the conduct of public companies. It has come to the attention of Calcalist that the Authority has approached the Mor investment house for clarifications regarding Mor's joining with a family office named "Habayta Living" in the company Orion, which was spun off from Chaim Katzman's G City.
The Authority is seeking to block this coalition, the purpose of which is to appoint four directors on behalf of the two bodies and thus take the lead of Orion. The four are Ariel Alejandro Pertzman, Yovav Carmi, Yossi Zeituni, and Yishai Sasson. A shareholders' meeting to approve these appointments is scheduled for Monday, August 24. Mor and Habayta Living have formed a coalition holding 25.1% of the shares, surpassing the 24.4% held by Norstar and Katzman.
The Authority's approach is significant and may have implications for all institutional bodies regarding the tug-of-war between passive and active management. In recent years, concerns have been raised about the growing power of provident funds, leading to calls for their separation to reduce the volume of funds managed by large investment houses.
The Authority, managed by Amit Gal, noted that the role of institutional bodies is to safeguard members' assets and act solely for their benefit. However, the law sets strict limitations on institutional holdings in corporations and prohibits involvement in management. The regulator argues there is a clear limit between active shareholder participation and exercising control over a corporation.
"A concern arises that the scope and nature of Mor's involvement in held companies exceeds what is expected of an institutional body and may amount to management or influence that does not align with applicable restrictions," the Authority wrote to Mor.
Orion was issued on the stock exchange at the end of 2025 and is by definition a company without a core of control. It was established to hold three of G City's income-producing assets in Poland with a cumulative value of 455 million euros. The company is traded at a market capitalization of 107 million shekels.
The Authority is requiring Mor to provide details on its contacts with Habayta Living, the selection process for the directors, and minutes of discussions regarding the increase in holdings. Sources close to Mor claim the investment house is not trying to manage the company but to improve the situation for shareholders, given the high leverage of Katzman's companies.
The Authority is also investigating Mor's involvement in the fitness club company Holmes Place, where Mor sold 7.5% of its stake while simultaneously providing a 45 million shekel loan to the CEO for the purchase of those shares. The regulator is demanding a full breakdown of the loan terms and the benefit to Mor's members.
In response, the Mor investment house stated: "Without referring to specific cases, Mor is proud to be a body that acts through institutional activism, in accordance with regulatory instructions, placing emphasis on shareholder interests alongside the independence of the companies in which we invest."
