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Nova Ltd. Major Shareholding Notification 2019
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Major Shareholding Notification
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NOVA MEASURING INSTRUMENTS LTD Filed by MENORA MIVTACHIM HOLDINGS LTD.
(Amended Statement of Ownership)
Filed 02/14/19
CIK 0001109345 Symbol NVMI SIC Code 3827 - Optical Instruments and Lenses Industry Semiconductors Sector Technology Fiscal Year12/31
http://pro.edgar-online.com
© Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)*
Nova Measuring Instruments Ltd.
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.01 per share (Title of Class of Securities)
M7516K103
(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).
| CUSIP | No. | M7516K103 | 13G | Page 2 of 7 Pages |
|
|---|---|---|---|---|---|
| 1 | NAME OF REPORTING PERSONS | ||||
| Menora Mivtachim Holdings Ltd. | |||||
| 2 | (a) ☐ (b) ☐ |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) | |||
| 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 |
2,748,785 (*) | ||||
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | |||
| PERSON WITH | --- | ||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 2,748,785 (*) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 2,748,785 (*) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
| 9.79% () (*) | |||||
| 12 | TYPE OF REPORTING PERSON (See instructions) | ||||
| CO |
(**) Based on 28,069,844 Ordinary Shares outstanding as of January 30, 2019 (as reported on Bloomberg LP).
| CUSIP | No. | M7516K103 | 13G | Page 3 of 7 Pages |
|
|---|---|---|---|---|---|
| 1 | NAME OF REPORTING PERSONS | ||||
| Menora Mivtachim Pensions and Gemel Ltd. | |||||
| 2 | (a) ☐ (b) ☐ |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) | |||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Israel | |||||
| 5 | SOLE VOTING POWER --- |
||||
| NUMBER OF SHARES BENEFICIALLY |
6 | SHARED VOTING POWER 2,189,375 (*) |
|||
| OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE DISPOSITIVE POWER --- |
|||
| 8 | SHARED DISPOSITIVE POWER 2,189,375 (*) |
||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 2,189,375 (*) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
| 7.80% () (*) | |||||
| 12 | TYPE OF REPORTING PERSON (See instructions) | ||||
| CO |
(**) Based on 28,069,844 Ordinary Shares outstanding as of January 30, 2019 (as reported on Bloomberg LP).
3
| Item 1. |
(a) Name of Issuer : | ||
|---|---|---|---|
| ------------ | -- | ------------------------------- | -- |
Nova Measuring Instruments Ltd.
- (b) Address of Issuer's Principal Executive Offices : Building 22, Weizmann Science Park, Rehovot, P.O.B 266, 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, nominal value NIS 0.01 per share
(e) CUSIP Number :
M7516K103
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:
- · 4,000 ordinary shares (representing 0.01 % of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Holdings Ltd. ;
- · 2,189,375 ordinary shares (representing 7.80 % of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd. ;
- · 502,383 ordinary shares (representing 1.79% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Insurance Ltd. ;
- · 46,607 ordinary shares (representing 0.17% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd. ; and
- · 6,420 ordinary shares (representing 0.02 % of the total ordinary shares outstanding) beneficially owned by Shomera Insurance Company Ltd.
As of May 17, 2018, each of the Reporting Persons beneficially owned 1,865,763 Ordinary Shares, representing approximately 6.68% of the outstanding shares (based on 27,929,000 shares outstanding as of May 17, 2018 (as reported on Bloomberg LP)), such amount of Ordinary Shares was held as follows:
- · 3,000 ordinary shares (representing 0.01 % of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Holdings Ltd. ;
- · 1,479,908 ordinary shares (representing 5.30% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd. ;
- · 346,486 ordinary shares (representing 1.24% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Insurance Ltd. ;
- · 29,149 ordinary shares (representing 0.10% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd. ;
- · 7,220 ordinary shares (representing 0.03 % 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., Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd., and Menora Mivtachim Investment Portfolio Management 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, the owners of portfolio accounts, or the members of the 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
(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 :
The beneficial ownership of the securities reported herein is described in Item 4(a ).
5
| 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. | |
| 6 |
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.
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 14 , 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 |
8
EXHIBIT NO. DESCRIPTION
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, nominal value NIS 0.01 per share of Nova Measuring Instruments 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.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
February 14, 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 |
NOVA MEASURING INSTRUMENTS LTD Filed by PHOENIX HOLDINGS LTD.
Filed 02/14/19
CIK 0001109345 Symbol NVMI SIC Code 3827 - Optical Instruments and Lenses Industry Semiconductors Sector Technology Fiscal Year12/31
http://pro.edgar-online.com
© Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)*
Nova Measuring Instruments Ltd.
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.01 per share
(Title of Class of Securities)
M7516K103
(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).
| 1 | NAME OF REPORTING PERSONS | |||||
|---|---|---|---|---|---|---|
| Itshak Sharon (Tshuva) | ||||||
| 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 | 5 6 |
SOLE VOTING POWER --- SHARED VOTING POWER |
||||
| SHARES BENEFICIALLY OWNED BY |
7 | 2,228,397 (*) SOLE DISPOSITIVE POWER |
||||
| EACH REPORTING PERSON WITH |
--- | |||||
| 8 | SHARED DISPOSITIVE POWER 2,228,397 (*) |
|||||
| 9 | 2,228,397 (*) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐ |
|||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||
| 12 | 7.94 % () (*) | TYPE OF REPORTING PERSON (See instructions) | ||||
| IN |
(**) Based on 28,069,844 Ordinary Shares outstanding as of January 30, 2019 (as reported on Bloomberg LP).
| CUSIP No. M7516K103 | 13G | Page 3 of 10 Pages | |
|---|---|---|---|
| 1 | NAME OF REPORTING PERSONS | |||||
|---|---|---|---|---|---|---|
| Delek Group 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 | 2,228,397 (*) | |||||
| OWNED BY EACH |
7 | SOLE DISPOSITIVE POWER | ||||
| REPORTING PERSON WITH |
--- | |||||
| 8 | SHARED DISPOSITIVE POWER | |||||
| 2,228,397 (*) | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 2,228,397 (*) | ||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) | |||||
| ☐ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||||
| 7.94 % () (*) | ||||||
| 12 | TYPE OF REPORTING PERSON (See instructions) | |||||
| CO |
(**) Based on 28,069,844 Ordinary Shares outstanding as of January 30, 2019 (as reported on Bloomberg LP).
| CUSIP No. M7516K103 | 13G | Page 4 of 10 Pages | |||||
|---|---|---|---|---|---|---|---|
| 1 | NAME OF REPORTING PERSONS | ||||||
| 2 | (a) ☐ (b) ☒ |
The Phoenix Holdings Ltd. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) |
|||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| Israel | |||||||
| 5 SOLE VOTING POWER |
|||||||
| --- | |||||||
| NUMBER OF SHARES |
6 SHARED VOTING POWER |
||||||
| BENEFICIALLY | 2,228,397 (*) | ||||||
| OWNED BY EACH |
7 SOLE DISPOSITIVE POWER |
||||||
| REPORTING PERSON WITH |
--- | ||||||
| 8 SHARED DISPOSITIVE POWER |
|||||||
| 2,228,397 (*) | |||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
| 2,228,397 (*) | |||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) | ||||||
| ☐ | |||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||||
| 7.94 % () (*) | |||||||
| 12 | TYPE OF REPORTING PERSON (See instructions) | ||||||
| CO |
(**) Based on 28,069,844 Ordinary Shares outstanding as of January 30, 2019 (as reported on Bloomberg LP).
4
Item 1. (a) Name of Issuer :
Nova Measuring Instruments Ltd.
(b) Address of Issuer's Principal Executive Offices :
Building 22, Weizmann Science Park, Rehovot, P.O.B 266 , Israel .
Item 2. (a) Name of Person Filing :
-
- Itshak Sharon (Tshuva)
-
- Delek Group Ltd.
-
- The Phoenix Holdings Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchangetraded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. voting rights are owned, directly and indirectly, by Itshak Sharon (Tshuva) through private companies wholly-owned by him, and the
The Phoenix Holdings Ltd. is a controlled subsidiary of Delek Group Ltd. The majority of Delek Group Ltd.'s outstanding share capital and remainder is held by the public.
(b) Address of Principal Business Office :
The address of Itshak Sharon (Tshuva) and Delek Group Ltd. is 19 Abba Eban blvd , P.O.B. 2054, Herzliya, 4612001 , Israel.
The address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
- (c) Citizenship :
-
- Itshak Sharon (Tshuva) Israel
-
- Delek Group Ltd. Israel
-
- The Phoenix Holdings Ltd. Israel
-
- (d) Title of Class of Securities :
Ordinary Shares, nominal value NIS 0.01 per share
(e) CUSIP Number :
M7516K103
Item 3 . Not applicable.
Item 4 . Ownership :
(a) Amount beneficially owned :
See row 9 of cover page of each reporting person.
Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group . In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement , and each of Filing Persons and Subsidiaries disclaims beneficial ownership of any such Ordinary Shares .
As of December 31 , 2018, the securities reported herein were held as follows:
| Percentage | ||
|---|---|---|
| of total | ||
| Ordinary | ||
| Ordinary | Shares | |
| Shares | outstanding | |
| Excellence "nostro" accounts | -- | -- |
| Excellence provident funds | 841 | 0.00% |
| Excellence trust funds | 33,552 | 0. 12% |
| Excellence ETF's | 267,241.77 | 0.95% |
| The Phoenix "nostro" accounts | 66,589 | 0. 24% |
| The Phoenix pension | -- | -- |
| Linked insurance policies of Phoenix | -- | -- |
| Partnership for Israeli shares (1) | 1,678,338 | 5.98% |
| Partnership for investing in shares index es (1) | 181,835.23 | 0. 65% |
| Partnership for international shares (1) | -- | -- |
(1) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
(b) Percent of class :
See row 11 of cover page of each reporting person
6
(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 : On July 18, 2017, the Reporting Person ceased to be the beneficial owner of more than five percent of the securities reported herein. 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.
7
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.
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
Itshak Sharon (Tshuva)
/s/ Itshak Sharon (Tshuva) By: Itshak Sharon (Tshuva)
Delek Group Ltd.
/s/ Leora Pratt Levin By: Leora Pratt Levin* Title: V.P. Legal Affairs
/s/ Gabi Last By: Gabi Last* Title: Chairman
The Phoenix Holdings Ltd.
/s/ Eli Schwartz By: Eli Schwartz** Title: Chief Financial Officer
/s/ Menachem Neeman By: Menachem Neeman** Title: Chief Legal Counsel and Corporate Secretary
* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 2 to this Schedule 13G.
** Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 3 to this Schedule 13G.
EXHIBIT NO. DESCRIPTION
- Exhibit 1 Agreement of Joint Filing by and among the Reporting Persons, dated as of February 19, 2018 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on February 20, 2018).
- Exhibit 2 Notice of resolution of the Board of Directors of Delek Group Ltd., dated as of February 7, 2018 .
- Exhibit 3 Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of January 30, 2018 .
Delek Group Ltd
To whom it may concern
Re: Delek Group Ltd, 520044322 (hereinafter: "The Company")
I, the undersigned Meital Avital Ratzon, an Advocate and a member of the Legal Department of the Company, hereby certify that:
***, Mr. Gabi Last, Mrs. Leora Pratt Levin, *** and ***, are elected signatories of the Company, and any 2 (two ) of these individuals on and above the Company's seal or printed name bind the Company for any purpose.
Name: Meital Avital Ratzon
Position: Advocate
Date: 7.2.2018
Signature: /s/ Meital Avital
7.2.2018
Exhibit 3
[Unofficial Translation]
January 30, 2018
Powers of Signature in The Phoenix Holdings Ltd. (hereinafter: the "Company")
In accordance with a resolution of the Board of Directors, the powers of signature in the Company as of January 30, 2018 are as follows:
General Rights of Signature
-
- The signature of the Chairman of the Board of Directors and the General Manager of the Company together, or the signature of one of them with the addition of a director from Group A, shall bind the Company in any matter for an unlimited amount.
-
- The signatures of two directors from Group A (who are not a director and his subordinate, and excluding directors who are the subordinates of the General Manager of the Company) shall bind the Company in any matter up to a sum of NIS 400,000,000.
-
- ***
-
- ***
Delegation and Revocation of Powers
-
- ***
-
- ***
-
- ***
| Group A | Group B |
|---|---|
| *** | *** |
| *** | *** |
| *** | |
| *** | |
| Eli Schwartz - Chief Financial Officer | |
| Menachem Neeman - Chief Legal counsel and Corporate Secretary |
I hereby certify that the aforesaid resolutions of the Board of Directors were duly adopted and are binding on the Company for all intents and purposes.
/s/ Mor Albojm Goldberg Mor Albojm Goldberg, Advocate
NOVA MEASURING INSTRUMENTS LTD Filed by CLAL INSURANCE ENTERPRISES HOLDINGS LTD
FORM SC 13G/A (Amended Statement of Ownership)
Filed 02/14/19
CIK 0001109345 Symbol NVMI SIC Code 3827 - Optical Instruments and Lenses Industry Semiconductors Sector Technology Fiscal Year12/31
http://pro.edgar-online.com
© Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934 (Amendment No. 1) (Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
NOVA MEASURING INSTRUMENTS LTD.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M7516K103
(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).
CUSIP NO. M7516K103
| 1. | Name of Reporting Persons/ | I.R.S. Identification Nos. of above persons (entities only). Clal Insurance Enterprises Holdings Ltd. |
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|---|---|---|---|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
|||||
| 3. | SEC Use only | |||||
| 4. | Place of Organization | |||||
| Israel | ||||||
| 5. | Sole Voting Power | |||||
| Number of | 0 | |||||
| 6. | Shared Voting Power | |||||
| Shares Beneficially |
1, 935,707 Ordinary Shares * | |||||
| Owned by Each |
7. | Sole Dispositive Power | ||||
| Reporting Person With: |
0 | |||||
| 8. | Shared Dispositive Power | |||||
| 1, 935,707 Ordinary Shares * | ||||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 1, 935,707 Ordinary Shares * | ||||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||||
| ☐ | ||||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
| 6.9 %** | ||||||
| 12. | Type of Reporting Person: | |||||
| CO |
*See Item 4.
** Based on 27, 898,304 Ordinary Shares outstanding as of December 31, 2017 (as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission on February 28 , 2018).
Item 1.
- (a) Name of Issuer: NOVA MEASURING INSTRUMENTS LTD. (the "Issuer").
- (b) Address of Issuer's Principal Executive Offices:
- Building 22 Weizmann Science Park, Rehovot, P.O.B 266, Israel
Item 2.
(a) Name of Person Filing:
Clal Insurance Enterprises Holdings Ltd. ("Clal" or the "Reporting Person"). Clal, an Israeli public corporation , may be deemed to beneficially own the Ordinary Shares reported in this Statement . See Item 4.
(b) Address of Principal Business Offices or, if none, Residence:
Clal Insurance Enterprises Holdings Ltd. – 36 Raul Walenberg St., Tel Aviv 66180, Israel
(c) Place of Organization:
Israel.
(d) Title of Class of Securities:
Ordinary Shares, NIS 0.01 par value (the "Ordinary Shares").
(e) CUSIP Number:
M7516K103
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
All of the 1,935,707 Ordinary Shares reported in this Statement as beneficially owned by Clal 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 the Reporting Person that it is the beneficial owner of any of the Ordinary Shares covered by this Statement.
Except as set forth above, see items 5-11 of the cover page hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.
Item 5. Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
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. Certifications
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.
SIGNATURES
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 14, 2019
CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
BY: /s/ Eran Czerninski /s/ Yossi Dory
Eran Czerninski and Yossi Dory, authorized signatories of CLAL INSURANCE ENTERPRISES HOLDINGS LTD .
NOVA MEASURING INSTRUMENTS LTD Filed by IDB DEVELOPMENT CORP LTD
FORM SC 13G (Statement of Ownership)
Filed 02/14/19
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
NOVA MEASURING INSTRUMENTS LTD.
(Name of Issuer)
Ordinary Shares , par value NIS 0.01 per share
(Title of Class of Securities)
M7516K103
(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 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. M7516K103
| NAMES OF REPORTING PERSONS | |||||||
|---|---|---|---|---|---|---|---|
| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||||
| IDB Development Corporation Ltd. | |||||||
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||||
| 2 | (a) ☐ (b) ☐ |
||||||
| SEC USE ONLY | |||||||
| 3 | |||||||
| CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||
| 4 | |||||||
| Israel | |||||||
| SOLE VOTING POWER | |||||||
| 5 | 0 | ||||||
| SHARED VOTING POWER | |||||||
| NUMBER OF SHARES | 6 | ||||||
| BENEFICIALLY | 1,935,707 | ||||||
| OWNED BY EACH REPORTING PERSON |
SOLE DISPOSITIVE POWER | ||||||
| WITH | 7 | ||||||
| 0 | |||||||
| SHARED DISPOSITIVE POWER | |||||||
| 8 | |||||||
| 1,935,707 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||||||
| 9 | |||||||
| 1,935,707 | |||||||
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||||||
| 10 | |||||||
| ☐ | |||||||
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||||
| 11 | |||||||
| 6.90% * | |||||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||
| CO | |||||||
* Based on 28,069,844 Ordinary Shares outstanding as of December 31, 2018 , as provided by the issuer.
Page 2 of 7 pages
CUSIP NO. M7516K103
| NAMES OF REPORTING PERSONS | ||||
|---|---|---|---|---|
| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Eduardo Sergio Elsztain | ||||
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| 2 | (a) ☐ | |||
| (b) ☐ | ||||
| SEC USE ONLY | ||||
| 3 | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Israel | ||||
| SOLE VOTING POWER | ||||
| 5 | ||||
| 0 | ||||
| SHARED VOTING POWER | ||||
| NUMBER OF SHARES | 6 | |||
| BENEFICIALLY OWNED BY EACH |
2,025,849 * | |||
| REPORTING PERSON | SOLE DISPOSITIVE POWER | |||
| WITH | 7 | |||
| 0 | ||||
| SHARED DISPOSITIVE POWER | ||||
| 8 | ||||
| 2,025,849 * | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 2,025,849 * | ||||
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| 10 | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
| 7.22 %** | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| IN | ||||
| *See Item 4. The 2,025,849 | Ordinary Shares consist of (i) 1, 935,707 Ordinary Shares held by Clal Insurance Enterprises Holdings Ltd. (" CIEH " and the " | |||
| CIEH Shares ", | respectively), an affiliate of IDB Development Corporation Ltd., an Israeli corporation, whose debentures are traded in the Tel Aviv Stock |
|||
| Exchange (" IDB Development "); (ii) 88,032 Ordinary Shares held by Epsilon Investment House Ltd. (" Epsilon " and the " Epsilon Shares ", respectively), an indirect subsidiary of Discount Investment Corporation Ltd., an Israeli public corporation (" Discount Investment "); and (iii) 2,110 Ordinary Shares held by Bay |
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| Side Land Corporation Ltd. (" Bay Side " and the " Bay Side Shares ") , an indirect subsidiary of Discount Investment | ||||
| ** Based on 28,069,844 Ordinary Shares outstanding as of December 31, 2018, as provided by the issuer . | ||||
Page 3 of 7 pages
Item 1.
- (a) Name of Issuer: NOVA MEASURING INSTRUMENTS LTD. (the "Issuer").
- (b) Address of Issuer's Principal Executive Offices: Weizmann Science Park, Einstein St., Building 22, 2nd Floor, Ness-Ziona, Israel
Item 2.
- (a) Name of Person Filing: Eduardo Sergio Elsztain
- (b) Address of Principal Business Offices or, if none, Residence: 108 Bolivar St. (C1006AAD) Ciudad Autónoma de Buenos Aires, Argentina.
- (c) Citizenship: Mr. Elsztain is a citizen of Argentina.
- (d) Title of Class of Securities: Ordinary Shares, NIS 0.01 par value per share (the "Ordinary Shares") .
- (e) CUSIP Number: M7516K103
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
Mr. Elsztain holds indirectly through companies in his control (i) 100% of the shares of IDB Development, and (ii) 78.22 % of the shares of Discount Investment. IDB Development holds 25.3 % of the shares of CIEH of which approximately 20.3 % of the shares are held by a Trustee as described in the next paragraph. Discount Investment holds 67.44 % of the shares of Property and Building Corporation Ltd. which in turn holds 51.70% of the shares of Bay Side. Discount Investment holds 100% of the shares of Koor Industries Ltd. which in turn holds 68.75% of the shares of Epsilon.
While Mr. Elsztain is the Reporting Person herein, Mr. Elsztain disclaims beneficial ownership of the Ordinary Shares reported by CIEH herein, primarily as a result of the following: On August 21, 2013, the Israeli Supervisor of Capital Markets, Insurance and Savings (the " Commissioner of Insurance ") appointed Mr. Moshe Terry (the " Trustee ") to hold, as trustee, IDB Development means of control in CIEH, including the voting power, except for 5% which remains held by IDB Development, and instructed IDB Development to dispose of its interest in CIEH .
All of the CIEH 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 CIEH . Consequently, this Statement shall not be construed as an admission by Mr. Elsztain that he is the beneficial owner of any Ordinary Shares held by CIEH covered by this Statement .
All of the Epsilon Shares are held by portfolio management and/or mutual funds, which are managed by Epsilon Investment House Ltd. and/or Epsilon Mutual Funds Management (1991) Ltd . for the accounts of third-party clients. Epsilon Investment House Ltd. and Epsilon Mutual Funds Management (1991) Ltd. each operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts. Consequently, this Statement shall not be construed as an admission by Mr. Elsztain that he is the beneficial owner of Ordinary Shares held by Epsilon covered by this Statement and disclaims beneficial ownership of such shares .
- (a) Amount beneficially owned: see row 9 of cover page of the reporting person.
- (b) Percent of class: see row 11 of cover page of the reporting person.
- (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 the reporting person
- (ii) Shared power to vote or to direct the vote: see row 6 of cover page of the reporting person and note in Item 4 above.
- (iii) Sole power to dispose or to direct the disposition of: see row 7 of cover page of the reporting person
- (iv) Shared power to dispose or to direct the disposition of: see row 8 of cover page of the reporting person and note in Item 4 above
Item 5. Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
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
Clal Insurance Enterprises Holdings Ltd. Discount Investment Corporation Ltd. Koor Industries Ltd. Epsilon Investment House Ltd Property and Building Corporation Ltd. Bay Side Land Corporation Ltd.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
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.
Page 5 of 7 pages
SIGNATURES
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 14, 2019
EDUARDO SERGIO ELSZTAIN
BY: IDB DEVELOPMENT CORPORATION LTD.
By: /s/ Sholem Lapidot /s/ Aaron Kaufman
Sholem Lapidot and Aaron Kaufman, authorized signatories of IDB DEVELOPMENT CORPORATION LTD., on behalf of Eduardo Sergio Elsztain, pursuant to an agreement annexed as Exhibit 1 to this Schedule 13G.
Page 6 of 7 pages
EXHIBIT NO. DESCRIPTION
Exhibit 1 Authorization letter dated April 30, 2018 authorizing IDB Development Corporation Ltd. to file this Statement on Schedule 13G on behalf of the Reporting Person.
Page 7 of 7 pages
April 30, 2018
IDB DEVELOPMENT CORPORATION LTD. 3 Azrieli Center Triangular Tower 44 th floor Tel Aviv 6602301 Israel
Gentlemen,
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that IDB DEVELOPMENT CORPORATION LTD. ("IDB") may file as necessary on behalf of the undersigned with the Securities and Exchange Commission a Schedule 13G or Schedule 13D and any amendments thereto in respect of shares of NOVA MEASURING INSTRUMENTS LTD. purchased, owned or sold from time to time by the undersigned.
IDB is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto.
Very truly yours,
/s/ Eduardo Sergio Elsztain EDUARDO SERGIO ELSZTAIN
Agreed:
/ s/ Sholem Lapidot /s/ Aaron Kaufman IDB DEVELOPMENT CORPORATION LTD. By : Sholem Lapidot, Aaron Kaufman Title: CEO; VP & General Counsel