ICL Group Ltd.

Major Shareholding Notification • Feb 14, 2020

SC 13G/A 1 d889652dsc13ga.htm AMENDMENT NO. 4 TO SC 13G Amendment No. 4 to SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Israel Chemicals Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 1.00 per share

(Title of Class of Securities)

023681218

(CUSIP Number)

December 31, 2019

(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).

CUSIP No. 023681218 Israel Chemicals Ltd.

| 1 | NAME OF
REPORTING PERSONS: Israel Corporation Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 000000000 | |
| --- | --- | --- |
| 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 587,178,760 (1) |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 587,178,760 (1) |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,178,760 (1) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 45.86% (2) | |
| 12 | TYPE OF REPORTING PERSON (See
Instructions) CO | |

(1) Represents 587,178,760 ordinary shares (“Ordinary Shares”), par value NIS 1.00 per share, of Israel Chemicals Ltd. (“ICL”).

(2) Based on 1,280,350,942 Ordinary Shares issued and outstanding as of December 24, 2019, as set forth in ICL’s Form 6-K, filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 26, 2019.

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Item 1.	(a)	Name of Issuer:
		Israel Chemicals Ltd.
	(b)	Address of Issuer’s Principal Executive Offices:
		Millennium Tower
		23 Aranha Street
		P.O. Box 20245
		Tel Aviv, 61202 Israel
Item 2.
	(a)	Name of Person Filing:
		Israel Corporation Ltd. (“Israel Corp.”)
	(b)	Address of Principal Business Office, or if none, Residence:
		The address of the principal business office of Israel Corp. is: Millennium Tower 23 Aranha Street P.O. Box 20456 Tel Aviv 61204 Israel
	(c)	Citizenship:
		Israel Corp. is organized under the laws of Israel
	(d)	Title of Class of Securities:
		Ordinary Shares, par value NIS 1.00 per share
	(e)	CUSIP Number:
		023681218
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
		Not applicable
Item 4.	Ownership.
	(a)	Amount beneficially owned: 587,178,760 (1)
	(b)	Percent of class: 45.86% (2)
	(c)	Number of shares as to which Israel Corp. has:
		(i) Sole power to vote or to direct the vote: 587,178,760 (1)

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(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 587,178,760 (1)

(iv) Shared power to dispose or to direct the disposition of: 0

(1) Represents 587,178,760 Ordinary Shares of ICL.

(2) Based on 1,280,350,942 Ordinary Shares issued and outstanding as of December 24, 2019, as set forth in ICL’s Form 6-K, filed with the Commission on December 26, 2019.

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 Person.

Israel Corp. is a public company traded on the Tel Aviv Stock Exchange. As such, all decisions relating to the voting or disposition of Ordinary Shares of ICL held by Israel Corp. are made by the board of directors of Israel Corp. or its designees. In accordance with the Israel Companies Law – 1999, at least two “external directors” (as such term is defined under the Israel Companies Law – 1999) are members of Israel Corp.’s board of directors.

A discretionary trust, in which Mr. Idan Ofer is the beneficiary, indirectly holds 80% of the economic interest in Millenium Investments Elad Ltd. (“Millenium”), which holds approximately 46.94% of the issued and outstanding shares of Israel Corp. as of February 14, 2020. The foregoing discretionary trust also indirectly holds an additional approximately 0.74% of the issued and outstanding shares of Israel Corp. as of February 14, 2020. A second discretionary trust in which Mr. Ofer is the beneficiary controls 50% of the ordinary share capital of a company that indirectly holds 20% of the economic interest in Millennium. Mr. Ofer also directly owns approximately 3.85% of the issued and outstanding shares of Israel Corp. as of February 14, 2020. Each of the foregoing Israel Corp. holders disclaims beneficial ownership of any securities of ICL held by Israel Corp., except to the extent of its pecuniary interest therein, if any.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

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.

Not applicable

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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.

Dated: February 14, 2020

Israel Corporation Ltd.
By:	/s/ Yoav Doppelt
	Name: Yoav Doppelt
	Title: Chief Executive Officer

By:
Name: Maya Alcheh-Kaplan
Title: Executive Vice President, General Counsel & Company Secretary

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