B Communication — Regulatory Filings 2018

Mar 9, 2018

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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 March 2018

B COMMUNICATIONS 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- __________

B COMMUNICATIONS LTD.

EXPLANATORY NOTE

The following exhibits are attached:

99.1 Report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange.

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.

B COMMUNICATIONS LTD. (Registrant)

By /s/Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: March 8, 2018

EXHIBIT NO. DESCRIPTION

99.1 A report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange

BezeqThe Israel Telecommunications Corporation Ltd.

(the "Company")

March 8. 2018

To: Israel Securities Authority Tel Aviv Stock Exchange Ltd.

Re: Anti-Trust Authority Notification

On March 7, 2018 the Company received notification from the Anti-Trust Authority ("the Authority"), in which the Anti-Trust Commissioner ("the Commissioner") is considering determining in accordance with her authority under section 43(A)(5) of the Anti-Trust Law, 1988, ("the Anti Trust Law"), that the Company abused its position in contravention of section 29A(a) and section 29A(b)(3) of the Anti Trust Law, and to apply financial sanctions to the Company and the Company's CEO for apparent breach of the provisions of section 29 of the Anti Trust Law and of the provisions stated above.

According to the announcement of the Authority, the evidence it has indicates that the Company made apparent use of its market strength as a result of its control of the passive infrastructure and has placed obstacles in the way of new players who wish to use the Company's passive infrastructure in order to install communications networks that will be used to compete with the Company in the provision of communications services to consumers, such that this was likely to deter them and prevent them from setting up an independent land-based communications network or at least to delay them and limit the scope of the network. According to the announcement, Bezeq's actions raise concerns of harm to the end consumer. The alleged acts of violation by the Company are blocking access to private areas and demanding the cutting of fibers.

In the light of the foregoing, the Commissioner is considering whether in respect of the two violations the Company abused its monopoly position, contrary to the provisions of the Anti Trust Law, and is considering placing an overall financial sanction on the Company of NIS 30,953,000, and on the Company's CEO a financial sanction of NIS 736,800.

Prior to the Commissioner exercising her said authority, the Company and the Company's CEO have been granted a hearing before the Commissioner on May 6, 2018.

It is the intention of the Company and the Company's CEO to study the Authority's announcement, to exercise the right of a hearing and to make their arguments to the Commissioner, and they are unable at this stage to assess the results of the proceedings.

Sincerely, Bezeq Israel Telecommunications Corporation Ltd.

Theaboveinformation constitutesatranslation oftheImmediateReportpublished bytheCompany.TheHebrew version wassubmitted bythe CompanytotherelevantauthoritiespursuanttoIsraelilaw,and representsthebindingversionand theonlyonehavinglegaleffect.Thistranslation wasprepared for conveniencepurposesonly.