ICL Group Ltd.

Foreign Filer Report • Mar 18, 2021

6-K/A 1 dp148061_6ka.htm FORM 6-K/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

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, 2021

Commission File Number: 001-13742

ICL GROUP LTD.

(Exact name of registrant as specified in its charter)

ICL Group Ltd.

Millennium Tower

23 Aranha Street

P.O. Box 20245

Tel Aviv, 61202 Israel

(972-3) 684-4400

(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 X 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):

Yes No X

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):

Yes No X

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ICL GROUP LTD.

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated March 4, 2019 (Filing Number: 2019-02-018507) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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EXPLANATION

This Amendment on Form 6-K/A amends the Registrant’s Report on Form 6-K furnished to the Securities and Exchange Commission on March 18, 2021, to provide additional details with respect to the application for certification of a class action that was filed to the district court in Tel Aviv, against the Company, against Israel Corporation Ltd. and the controlling shareholder of Israel Corporation.

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ICL GROUP LTD.

1. Application for Certification of Class Action

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Item 1

Application for Certification of Class Action

The Company hereby reports that it was served yesterday an application for certification of a class action (the “ Application ”), that was filed to the district court in Tel Aviv, against the Company, against Israel Corporation Ltd. (" Israel Corp. ") and the controlling shareholder of Israel Corporation (jointly hereinafter: the “ Respondents ”).

The Application includes, among others, a series of allegations relating to alleged misleading and violation of the Company’s reporting and disclosure duties to the public under the Israeli Securities Law, 5728-1968, on several different occasions specified in the Application, in connection with the implications of the claim filed by the State of Israel in 2011 against its subsidiary, Dead Sea Works Ltd., relating to payment of royalties to the State under the Dead Sea Concession Law, 5721-1961. The State's claim was conducted between the parties within an arbitration proceeding.

The alleged causes of misleading and violation relate, among other, to incomplete and\or misleading reporting allegation regarding the progress of the arbitration proceeding; the State’s consent as to the manner of calculation of the royalties; the real value of the Company’s equity; the intermediate arbitration award given within the arbitration proceeding and the implications thereof. In addition, the Applicant claims that the Company has failed to make a provision in its financial statements, when allegedly required to do so by law, with respect said claim.

The Applicant is a shareholder of the Company, who held Company shares during the allegedly relevant period, on behalf of a represented class including all those who acquired Company shares or Israel Corp. shares from August 17, 2011 and held them until May 27, 2014. According to the Applicant such group incurred alleged damages by the Respondents , and accordingly, the Court is requested to rule in favor of the group the entire sum of damage allegedly caused to the group members that are shareholders of the Company, at the amount of approx. ILS 133 million (about $40.4 million) and to the group members that are shareholders of Israel Corp. at the additional amount of approx. ILS 57 million (about $17.3 million), as at May 27, 2014.

The Company rejects the claims made in the Application and will respond to the claims within the framework of the legal proceeding.

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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.

| /s/
Kobi Altman | |
| --- | --- |
| Name: | Kobi Altman |
| Title: | Chief Financial Officer |

| /s/
Lilach Geva Harel | |
| --- | --- |
| Name: | Lilach Geva Harel |
| Title: | EVP, Global General Counsel |

Date: March 18, 2021