012.smile communications ltd.

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012 Smile.Communications Ltd. Announces Partial Exercise of Over-Allotment Option

PETACH TIKVA, Israel, December 4 ,2007. 012 Smile.Communications (NASDAQ Global Market and TASE: SMLC), announced today that in connection with its initial public offering in the United States that priced on October 31, 2007, the underwriters have exercised their over-allotment option in part and have purchased an additional 315,000 ordinary shares from the Company.

012 Smile.Communications has sold a total of 6,990,000 ordinary shares in the offering (including the over-allotment option shares) at a price to the public of $12.00 per share, resulting in gross proceeds from the offering of approximately US$83.9 million.

CIBC World Markets Corp. acted as the sole book running manager for the offering, Cowen and Company, LLC acted as co-lead manager, RBC Capital Markets Corporation, Thomas Weisel Partners LLC and Oppenheimer & Co. Inc. acted as co-managers for the offering. This offering of ordinary shares is being made only by means of a prospectus. Copies of the final prospectus may be obtained from CIBC World Markets Corp, Attn: USE Prospectus Department, 425 Lexington Ave, 5th floor, New York, New York 10017, Telephone: 212 667-7200 or 866 875-5637, or email: useprospectus@us.cibc.com.

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. Electronic copies of the registration statement are available via the Securities and Exchange Commission’s website at www.sec.gov.

This announcement shall not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of such jurisdiction.

Copyright 2007 012 smile.communications