Internet Gold-Golden Lines Ltd.

Regulatory Filings • Jun 21, 2018

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2018

INTERNET GOLD-GOLDEN LINES LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel (Address of Principal Executive Office)

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

Internet Gold-Golden Lines Ltd.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Response re: Injunction for Proposed Agreement to Sell B Communications Shares to the Neuman Group

SIGNATURE

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.

INTERNET GOLD-GOLDEN LINES LTD. (Registrant)

By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: June 20, 2018

EXHIBIT NO. DESCRIPTION

99.1 Response: Injunction for Proposed Agreement to Sell B Communications Shares to the Neuman Group

Response re: Injunction for Proposed Agreement to Sell B Communications Shares to the Neuman Group

Ramat Gan, Israel – June 20, 2018 – Internet Gold – Golden Lines Ltd. (the "Company") (NASDAQ Global Select Market and TASE: IGLD).

On June 18, 2018, the Company reported of the motion filed by the special appointed managers of the Company's controlling shareholder, Eurocom Communications Ltd., to the Tel Aviv-Jaffa District Court (the "Court") suspending the negotiations for the sale of ordinary shares of the Company's subsidiary, B Communications Ltd. ("BCom").

The Company now reports that it filed its response to the Court on June 20, 2018 and expressed its objection to the motion, reiterating its position regarding its obligations as an independent public company and autonomous entity.

The Company added that until there is a concrete finalized deal acceptable to the Company's Board of Directors, it will continue to examine an organized sale of BCom shares in light of the market conditions in and outside Israel, and will engage qualified investment bankers, if and as required. Also, during the past few days, it has been discussing with the various interested parties to see what the optimal course of action is to continue the possible sale process. The Company has previously reported on this process.

Ami Barlev, Chairman of the Company's Board, said: "the transaction, which was recently discussed by the Board of Directors, is not a single transaction, but rather should be viewed as part of the very intensive market review processes which the Company has undertaken for many months in and outside Israel. The Board of Directors has set forth a number of prerequisites and until a final deal is presented that is acceptable to the Board, both commercially and legally, a sale will not be completed. The Company will continue to assess opportunities in light of market conditions."

Forward-Looking Statements

This Report may contain forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in Internet Gold – Golden Lines Ltd.'s filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.