zk1007871.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15a-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Report on Form 6-K dated February 8, 2010
 
Partner Communications Company Ltd.
(Translation of Registrant’s Name Into English)
 
8 Amal Street
Afeq Industrial Park
Rosh Ha’ayin 48103
Israel
                       
(Address of Principal Executive Offices)
 
(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   o
 
(Indicate by check mark whether the registrant by furnishing the
 information contained in this Form is also thereby furnishing the  information to the
 Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
 
Yes   o                 No   x
 
(If “Yes” is marked, indicate below the file number assigned to the
 registrant in connection with Rule 12g3-2(b): 82-               )
 
 
Enclosure:  Partner Communications Announces Submission of Application to Approve Agreed Settlement with Respect to Series "A" Notes
 
 
 
PARTNER COMMUNICATIONS ANNOUNCES SUBMISSION OF
 APPLICATION TO APPROVE AGREED SETTELMENT WITH
 RESPECT TO SERIES "A" NOTES

ROSH HA'AYIN, Israel, February 8, 2010 - Partner Communications Company Ltd. ("Partner" or "the Company") (NASDAQ and TASE: PTNR), a leading Israeli mobile communications operator, announces that following the application submitted on December 31, 2009 to approve a dividend distribution of a total amount of NIS 1.4 billion exceeding the surpluses for distribution (Hereinafter: the "Distribution Application"), and following various applications and objections submitted to the Court on behalf of a few series "A" notes holders of the Company, a notice regarding the removal of the objections and the various applications and regarding an agreed settlement (Hereinafter: the "Settlement") was submitted on February 7, 2010 to the Court. According to the Settlement, the opponents withdraw their objections to the Distribution Application and to its approval by the Court, provided that in the event of a reduction in the current credit rating of the Series "A"  notes by the credit rating company " S&P Maalot ", there will be an increase to the annual linked interest rate that the Series "A" notes will bear in the year 2010, in the amount of 1% for each reduction of one rating category, effective from the date of publication of the credit downgrading, and as long as the credit downgrading is valid. The said increase in the interest rate will be abolished in case of a credit upgrade or by the end of the year 2010, upon the earliest, provided that the period during which the increase interest rate applies, shall be at least three months.
 
The validity of the Settlement is subject to and contingent upon the approval of the Distribution Application by the Court.
 

Forward-Looking Statements
 
This press release includes forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, Section 21E of the US Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. Words such as "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could", "may", "project", "goal", "target" and similar expressions often identify forward-looking statements but are not the only way we identify these statements. All statements other than statements of historical fact included in this press release regarding our future performance, plans to increase revenues or margins or preserve or expand market share in existing or new markets, reduce expenses and any statements regarding other future events or our future prospects, are forward-looking statements.
 
We have based these forward-looking statements on our current knowledge and our present beliefs and expectations regarding possible future events. These forward-looking statements are subject to risks, uncertainties and assumptions about Partner, consumer habits and preferences in cellular telephone usage, trends in the Israeli telecommunications industry in general, the impact of current global economic conditions and possible regulatory and legal developments. For a description of some of the risks we face, see "Item 3D. Key Information - Risk Factors", "Item 4. - Information on the Company", "Item 5. - Operating and Financial Review and Prospects", "Item 8A. - Consolidated Financial Statements and Other Financial Information - Legal and Administrative Proceedings" and "Item 11. Quantitative and Qualitative Disclosures about Market Risk" in the form 20-F filed with the SEC on April 27, 2009. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and actual results may differ materially from the results anticipated. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 

About Partner Communications
 
Partner Communications Company Ltd. ("Partner") is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony and internet services) under the orange™ brand. The Company provides mobile communications services to over 3 million subscribers in Israel (as of September 30, 2009). Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).

Partner is an approximately 45%-owned subsidiary of Scailex Corporation Ltd. ("Scailex"). Scailex's shares are traded on the Tel Aviv Stock Exchange under the symbol SCIX and are quoted on "Pink Quote" under the symbol SCIXF.PK. Scailex currently operates in three major domains of activity: 1) the sole import, distribution and maintenance of Samsung mobile handset and accessories products primarily to the three major cellular operators in Israel; 2) distribution and sale of various manufacturers' mobile handsets, accessories and provision of maintenance services, through a chain of retail stores and booths ("Dynamic"), to end customers of Cellcom (as part of the acquisition of the controlling stake in Partner, Scailex announced to Cellcom the termination of the distribution agreement through Dynamic, effective July 1, 2010 and  On Jan 17, 2010 Cellcom announced the acquisition of Dymanic’s activity from Scailex) and; (3) management of its financial assets.
 
For more information about Scailex, see http://www.scailex.com.
 
For more information about Partner, see http://www.orange.co.il/investor_site.
 
Contacts:
 
Mr. Emanuel Avner
Chief Financial Officer
Tel:      +972-54-7814951
Fax:      +972-54-7815961
E-mail: emanuel.avner@orange.co.il
Mr. Oded Degany
V. P. Corporate Development, Strategy and IR
Tel:     +972-54-7814151
Fax:     +972-54-7814161
E-mail: oded.degany@orange.co.il
 

SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Partner Communications Company Ltd.
  
       
 
By:
/s/ Emanuel Avner  
    Name: Emanuel Avner  
    Title:   Chief Financial Officer  
       
    Dated: February 8, 2010