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Cellcom Israel Ltd. — Major Shareholding Notification 2019
Feb 14, 2019
6724_rns_2019-02-14_96d86f04-c034-44a0-bebe-7bd4e83e7f48.pdf
Major Shareholding Notification
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)*
Cellcom Israel Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities)
M2196U109 (CUSIP Number)
December 31, 2018 (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)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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).
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
| CUSIP No. M2196U109 | 13G | Page 2 of 8 Pages | ||||
|---|---|---|---|---|---|---|
| 1 | NAME OF REPORTING PERSONS | |||||
| Menora Mivtachim Holdings Ltd. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) | |||||
| (b) ☐ | (a) ☐ | |||||
| 3 SEC USE ONLY |
||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| Israel | ||||||
| 5 | SOLE VOTING POWER | |||||
| --- | ||||||
| NUMBER OF SHARES |
6 | SHARED VOTING POWER | ||||
| BENEFICIALLY | 10,437,103 (*) | |||||
| OWNED BY EACH |
7 | SOLE DISPOSITIVE POWER | ||||
| REPORTING PERSON WITH |
--- | |||||
| 8 | SHARED DISPOSITIVE POWER | |||||
| 10,437,103 (*) | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 10,437,103 (*) | ||||||
| 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) |
||||||
| ☐ | ||||||
| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
||||||
| 8.98% () (*) | ||||||
| 12 | TYPE OF REPORTING PERSON (See instructions) | |||||
| CO |
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 116,196,729 Ordinary Shares outstanding as of January 27, 2019 (as reported on Bloomberg LP).
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Source: MENORA MIVTACHIM HOLDINGS LTD., SC 13G/A, February 13, 2019 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
| CUSIP No. M2196U109 | 13G | Page 3 of 8 Pages | |||
|---|---|---|---|---|---|
| 1 | NAME OF REPORTING PERSONS | ||||
| Menora Mivtachim Pensions and Gemel 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 | |||||
| 5 | SOLE VOTING POWER | ||||
| --- | |||||
| NUMBER OF SHARES |
6 | SHARED VOTING POWER | |||
| BENEFICIALLY OWNED BY |
8,353,612 (*) | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING PERSON WITH |
--- | ||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 8,353,612 (*) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 8,353,612 (*) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
| 7.19% () (*) | |||||
| 12 | TYPE OF REPORTING PERSON (See instructions) | ||||
| CO |
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 116,196,729 Ordinary Shares outstanding as of January 27, 2019 (as reported on Bloomberg LP).
| 3 | |
|---|---|
Source: MENORA MIVTACHIM HOLDINGS LTD., SC 13G/A, February 13, 2019 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
| Item 1. | (a) | Name of Issuer: |
|---|---|---|
| CELLCOM ISRAEL LTD. | ||
| (b) | Address of Issuer's Principal Executive Offices: | |
| 10 Hagavish Street, Netanya 42140, Israel | ||
| Item 2. | (a) | Name of Person Filing: |
| Menora Mivtachim Holdings Ltd. | ||
| Menora Mivtachim Pensions and Gemel Ltd. | ||
| (b) | Address of Principal Business Office: | |
| Menora Mivtachim Holdings Ltd. – Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel | ||
| Menora Mivtachim Pensions and Gemel Ltd. – 7 Jabotinsky St., Ramat Gan 5252007, Israel | ||
| (c) | Citizenship or Place of Incorporation: | |
| Menora Mivtachim Holdings Ltd. – Israel | ||
| Menora Mivtachim Pensions and Gemel Ltd. – Israel | ||
| (d) | Title of Class of Securities: | |
| Ordinary Shares, par value NIS 0.01 per share | ||
| (e) | CUSIP Number: | |
| M2196U109 | ||
| Item 3. | Not applicable. | |
| Item 4. | Ownership: | |
| (a) | Amount beneficially owned: | |
| See row 9 of cover page of each reporting person. | ||
| The securities reported herein are beneficially owned as follows: | ||
| 13,200 ordinary shares (representing 0.01% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim · Holdings Ltd.; |
4
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
- · 8,353,612 ordinary shares (representing 7.19% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd.;
- · 1,880,094 ordinary shares (representing 1.62% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Insurance Ltd.;
- · 165,747 ordinary shares (representing 0.14% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd.; and
- · 24,450 ordinary shares (representing 0.02% of the total ordinary shares outstanding) beneficially owned by Shomera Insurance Company Ltd.
As of May 16, 2018, each of the Reporting Persons beneficially owned 6,504,791 Ordinary Shares, representing approximately 6.44% of the outstanding shares (based on 101,044,557 shares outstanding as of December 31, 2017 (as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 26, 2018)), such amount of Ordinary Shares was held as follows:
- · 5,216,332 ordinary shares (representing 5.16% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd.;
- · 1,169,842 ordinary shares (representing 1.16% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Insurance Ltd.;
- · 102,742 ordinary shares (representing 0.10% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd.; 15,875 ordinary shares (representing 0.02% of the total ordinary shares outstanding) beneficially owned by Shomera Insurance Company Ltd.
The securities reported herein are beneficially owned by Menora Mivtachim Holdings Ltd. ("Menora Holdings") and by entities that are direct or indirect, wholly-owned or majority-owned, subsidiaries of Menora Holdings (the "Subsidiaries"), such as Menora Mivtachim Insurance Ltd., Shomera Insurance Company Ltd., Menora Mivtachim Pensions and Gemel Ltd. and Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd. The economic interest or beneficial ownership in a portion of the securities covered by this report (including the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities) is held for the benefit of insurance policy holders or the members of provident funds or pension funds, as the case may be. This statement on Schedule 13G shall not be construed as an admission by Menora Holdings or by any of the Subsidiaries that it is the beneficial owner of any of such securities covered by this statement on Schedule 13G, and each of Menora Holdings and the Subsidiaries disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein.
(b) Percent of class:
See row 11 of cover page of each reporting person
5
Source: MENORA MIVTACHIM HOLDINGS LTD., SC 13G/A, February 13, 2019 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
(c) Number of shares as to which such person has:
| (i) | Sole power to vote or to direct the vote: | ||
|---|---|---|---|
| See row 5 of cover page of each reporting person | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See row 6 of cover page of each reporting person and note in Item 4(a) above | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See row 7 of cover page of each reporting person | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See row 8 of cover page of each reporting person and note in Item 4(a) above | |||
| Item 5. | Ownership of Five Percent or Less of a Class: | ||
| Not applicable. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another: | ||
| Not applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
||
| Not applicable. | |||
| Item 8. | Identification and Classification of Members of the Group: | ||
| Not applicable. | |||
| Item 9. | Notice of Dissolution of Group: | ||
| Not applicable. | |||
| Item 10. | Certification: | ||
| 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. |
6
Source: MENORA MIVTACHIM HOLDINGS LTD., SC 13G/A, February 13, 2019 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SIGNATURE
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.
February 13, 2019
Menora Mivtachim Holdings Ltd.
| /s/ Shai Kompel | /s/ Yoni Tal |
|---|---|
| By: Shai Kompel | By: Yoni Tal |
| Title: CFO | Title: CIO |
Menora Mivtachim Pensions and Gemel Ltd.
| /s/ Shai Kompel | /s/ Yoni Tal |
|---|---|
| By: Shai Kompel | By: Yoni Tal |
| Title: Authorized signature Title: Authorized | |
| signature |
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
EXHIBIT NO. DESCRIPTION
Exhibit 1 Joint Filing Agreement by and among the Reporting Persons, dated as of February 13, 2019.
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary Shares, par value NIS 0.01 per share of Cellcom Israel Ltd. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
February 13, 2019
Menora Mivtachim Holdings Ltd.
| /s/ Shai Kompel | /s/ Yoni Tal |
|---|---|
| By: Shai Kompel | By: Yoni Tal |
| Title: CFO | Title: CIO |
Menora Mivtachim Pensions and Gemel Ltd.
| /s/ Shai Kompel | /s/ Yoni Tal |
|---|---|
| By: Shai Kompel | By: Yoni Tal |
| Title: Authorized signature Title: Authorized | |
| signature |
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.