Major Shareholding Notification • Feb 13, 2022
Major Shareholding Notification
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Washington, D.C. 20549
Under the Securities Exchange Act of 1934 (Amendment No. 9)*
(Name of Issuer)
Common Shares (Title of Class of Securities)
M4119S104 (CUSIP Number)
December 31, 2021 (Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. Names of Reporting Persons |
|||||||
|---|---|---|---|---|---|---|---|
| Macquarie Group Limited | |||||||
| 2. Check the Appropriate Box if a Member of a Group (See Instructions) |
|||||||
| (a) ☒ | (b) ☐ | ||||||
| 3. | SEC Use Only | ||||||
| 4. | Citizenship or Place of Organization | ||||||
| Sydney, New South Wales Australia | |||||||
| 5. | Sole Voting Power | ||||||
| Number of | 0 | ||||||
| Shares Beneficially |
6. | Shared Voting Power | |||||
| Owned by | 0 | ||||||
| Each Reporting |
7. | Sole Dispositive Power | |||||
| Person | 0 | ||||||
| With | 8. | Shared Dispositive Power | |||||
| 0 | |||||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
| 183,210 deemed beneficially owned due to reporting person's ownership of Macquarie Bank Limited whose individual | |||||||
| holdings are shown on the following forms. 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ||||||
| ☐ | |||||||
| 11. Percent of Class Represented by Amount in Row (9) |
|||||||
| 0.43% | |||||||
| 12. Type of Reporting Person (See Instructions) |
|||||||
| HC |
Page 2 of 10
| 1. Names of Reporting Persons |
|||||
|---|---|---|---|---|---|
| Macquarie Bank Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) ☒ | (b) ☐ | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization | ||||
| Sydney, New South Wales, Australia | |||||
| 5. | Sole Voting Power | ||||
| 0 | |||||
| Number of Shares Beneficially Owned by Each Reporting |
6. | Shared Voting Power | |||
| 0 | |||||
| 7. | Sole Dispositive Power | ||||
| Person With |
0 | ||||
| 8. | Shared Dispositive Power | ||||
| 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 183,210 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ||||
| ☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | ||||
| 0.43% | |||||
| 12. | Type of Reporting Person (See Instructions) | ||||
| CO |
Page 3 of 10
Item 1.
Item 2.
| Name of Issuer | |
|---|---|
| Evogene Ltd | |
| Address of Issuer's Principal Executive Offices | |
| 13 Gad Feinstein St., Park Rehovot, Rehovot, Israel | |
| Name of Person Filing | |
| This Schedule 13G is jointly filed by Macquarie Group Limited, Macquarie Bank Limited | |
| Address of Principal Business Office or, if none, Residence | |
| The principal business address of Macquarie Group Limited Macquarie Bank Limited is 50 Martin Place Sydney, New South Wales, | |
| Australia. | |
| Citizenship | |
| Macquarie Group Limited, Macquarie Bank Limited - Sydney, New South Wales, Australia Corporation | |
| Title of Class of Securities | |
| Common Stock | |
| CUSIP Number | |
| M4199S104 |
Page 4 of 10
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) Amount beneficially owned: | ||||
|---|---|---|---|---|
| See responses on the cover page hereto. | ||||
| (b) Percent of class: | ||||
| See responses on the cover page hereto. | ||||
| (c) Number of shares as to which the person has: | ||||
| (i) | Sole power to vote or to direct the vote | |||
| See responses on the cover page hereto. | ||||
| (ii) | Shared power to vote or to direct the vote 0 |
|||
| (iii) | Sole power to dispose or to direct the disposition of See responses on the cover page hereto. |
|||
| (iv) | Shared power to dispose or to direct the disposition of 0 |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒
Not applicable.
See Exhibit A.
Not applicable.
Not applicable.
Page 5 of 10
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Macquarie Group Limited | February 11, 2022 | |
|---|---|---|
| Date | ||
| /s/ Paul Peduto | /s/ Charles Glorioso | |
| Signature | Signature | |
| Paul Peduto | Charles Glorioso | |
| Associate Director | Division Director | |
| Macquarie Bank Limited | February 11, 2022 | |
| Date | ||
| /s/ Paul Peduto | /s/ Charles Glorioso | |
| Signature | Signature | |
| Paul Peduto | Charles Glorioso | |
| Associate Director | Division Director | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Macquarie Management Holdings, Inc. | February 11, 2022 |
|---|---|
/s/ Brian L. Murray
Signature
Brian L. Murray Chief Compliance Officer
Macquarie Investment Management Business Trust February 11, 2022
/s/ Brian L. Murray Signature
Brian L. Murray Chief Compliance Officer
Page 6 of 10
Date
Date
AGREEMENT made this 2nd day of FEBRUARY, 2021 by and between Delaware Funds® by Macquarie listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectively referred to as the "parties").
WHEREAS, the parties hereto may be deemed to be the direct or indirect beneficial owners of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
WHEREAS, the regulations promulgated under Section 13(d) of the Exchange Act permit the joining of such beneficial owners in the filing of a single Joint Acquisition Statement reporting such ownership to the Securities and Exchange Commission.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
In the event that any two or more parties shall be deemed to be the direct or indirect beneficial owners of the same equity security required to be reported to the Securities and Exchange Commission such parties may join together in the filing of a Joint Acquisition Statement with respect to that security. Additional persons who may after the date hereof be deemed to be the direct or indirect beneficial owners of the same equity security as a party hereto and required to be reported to the Securities and Exchange Commission (a "New Party") may be added as a party this agreement by signing a counterpart hereof. An amendment to this agreement is deemed effective upon the signature of such new party and the amendment of the applicable Annex which may be affixed to this agreement as amended. Each party hereto agrees that this agreement, as it may be amended from time to time as provided herein, is a valid and binding agreement of each such party.
With respect to each Joint Acquisition Statement in which a party joins, each party acknowledges that (a) it will be eligible under applicable regulations of the Securities and Exchange Commission to join in the filing and (b) it will be responsible for the timely filing of such statement and any amendments thereto and the completeness and accuracy of the information concerning such party; but each such party shall not be responsible for the completeness and accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information with respect to such other parties is inaccurate.
The parties consent to the inclusion of a copy of this agreement as an exhibit to any Joint Acquisition Statement filed on behalf of any of them.
Page 7 of 10
IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers as of the date set forth above.
DELAWARE FUNDS® BY MACQUARIE (listed on Annex A hereto)
ATTEST BY:
| /s/ Brian L. Murray | /s/ David Connor |
|---|---|
| Signature | Signature |
| Brian L. Murray | David Connor |
| Chief Compliance Officer | General Counsel |
| MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | |
| /s/ Brian L. Murray | /s/ David Connor |
| Signature | Signature |
| Brian L. Murray | David Connor |
| Chief Compliance Officer | General Counsel |
| MACQUARIE MANAGEMENT HOLDINGS, INC. | |
| /s/ Brian L. Murray | /s/ David Connor |
| Signature | Signature |
| Brian L. Murray | David Connor |
| Chief Compliance Officer | General Counsel |
| THE MACQUARIE PARTIES (LISTED ON ANNEX B HERETO) | |
| ATTEST BY: | |
| /s/ Paul Peduto | /s/ Charles Glorioso |
| Signature | Signature |
| Paul Peduto | Charles Glorioso |
| Associate Director | Division Director |
Page 8 of 10
DELAWARE GROUP EQUITY FUNDS I DELAWARE GROUP EQUITY FUNDS II DELAWARE GROUP EQUITY FUNDS IV DELAWARE GROUP EQUITY FUNDS V DELAWARE GROUP INCOME FUNDS DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS DELAWARE GROUP CASH RESERVE DELAWARE GROUP GOVERNMENT FUND DELAWARE GROUP STATE TAX-FREE INCOME TRUST DELAWARE GROUP TAX-FREE FUND DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS DELAWARE GROUP ADVISER FUNDS DELAWARE VIP TRUST DELAWARE POOLED TRUST DELAWARE GROUP FOUNDATION FUNDS DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC. DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND INVESTED PORTFOLIOS IVY HIGH INCOME OPPORTUNITIES FUND IVY FUNDS IVY VARIABLE INSURANCE PORTFOLIOSSM VOYAGEUR INSURED FUNDS VOYAGEUR INTERMEDIATE TAX FREE FUNDS VOYAGEUR MUTUAL FUNDS VOYAGEUR MUTUAL FUNDS II VOYAGEUR MUTUAL FUNDS III VOYAGEUR TAX FREE FUNDS DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC. DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
Page 9 of 10
Macquarie Group Limited Macquarie Bank Limited Macquarie Affiliated Managers (USA) Inc. Macquarie Affiliated Managers Holdings (USA) Inc. Macquarie Americas Holdings Pty Ltd. Macquarie B.H. Pty Limited Macquarie FG Holdings Inc. Macquarie Funding Holdings LLC Macquarie Investment Management Europe Limited
Powers of Attorney for Macquarie Group Limited and Macquarie Bank Limited incorporated by reference to 13G filings made by Macquarie Group Limited and Macquarie Bank Limited on May 25, 2021.
Page 10 of 10
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