Major Shareholding Notification • Aug 14, 2025
Major Shareholding Notification
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Kenon Holdings Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
CUSIP No. Y46717107
| 1 | Names of Reporting Persons |
|---|---|
| Clal Insurance Enterprises Holdings Ltd | |
| 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 | ||
| ISRAEL | |||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power: | |
| 6 | Shared Voting Power: 3,281,144.00 | ||
| 7 | Sole Dispositive Power: | ||
| 8 | Shared Dispositive Power: 3,281,144.00 | ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 3,281,144.00 | |||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | ||
| ☐ | |||
| 11 | Percent of class represented by amount in row (9) | ||
| 6.29 % | |||
| 12 | Type of Reporting Person (See Instructions) | ||
| CO |
Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4.
Row (11) is based on 52,150,242 Ordinary Shares issued and outstanding as of March 31, 2025 (as reported by the Issuer in its Proxy Statement attached to the Form 6-K filed with the Securities and Exchange Commission on June 20, 2025).
(a) Name of issuer:
Kenon Holdings Ltd.
(b) Address of issuer's principal executive offices:
1 Temasek Avenue # 36-01, Millenia Tower, Singapore, Singapore, 0391925
(a) Name of person filing:
Clal Insurance Enterprises Holdings Ltd. ("Clal")
(b) Address or principal business office or, if none, residence:
36 Raul Walenberg St., Tel Aviv 66180, Israel
(c) Citizenship:
Israel
(d) Title of class of securities:
Ordinary Shares, no par value
(e) CUSIP No.:
Y46717107
Of the 3,281,144 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 28,553 Ordinary Shares are beneficially held for its own account (the "Nostro Shares"); and (ii) 3,252,591 Ordinary Shares are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions. Consequently, this Statement shall not be construed as an admission by Clal, that it is the beneficial owner of more than the Nostro Shares.
See Row (11) of the cover page of the Reporting Person above. %
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
(iii) Sole power to dispose or to direct the disposition of:
See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
| Signature: | /s/ Eran Czerninski | |
|---|---|---|
| Name/Title: | Eran Czerninski/Authorized Signatory | |
| Date: | 08/14/2025 | |
| Signature: | /s/ Barak Benski | |
| Name/Title: | Barak Benski/Authorized Signatory | |
| Date: | 08/14/2025 |
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