Cellcom Israel Ltd.
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(Name of Issuer)
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Ordinary Shares, par value NIS 0.01 per share
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(Title of Class of Securities)
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M2196U-10-9
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(CUSIP Number)
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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o Rule 13d-1(b)
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o Rule 13d-1(c)
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x Rule 13d-1(d)
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*
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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.
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1. | Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
DIC Communication and Technology Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use only
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||
4. |
Citizenship or Place of Organization
Israel
|
||
Number of Shares
Beneficially Owned
by Each Reporting
Person With:
|
5. |
Sole Voting Power
0
|
|
6. |
Shared Voting Power
12,188,355
|
||
7. |
Sole Dispositive Power
0
|
||
8. | Shared Dispositive Power
12,188,355
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||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,188,355
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||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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||
11. |
Percent of Class Represented by Amount in Row (9)
12.25%
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||
12. | Type of Reporting Person (See Instructions)
CO
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1. | Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
Discount Investment Corporation Ltd.
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||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
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
0
|
|
6. |
Shared Voting Power
46,793,635 (*)
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||
7. |
Sole Dispositive Power
0
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||
8. | Shared Dispositive Power
46,793,635 (*)
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,793,635 (*)
|
||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x (**)
|
||
11. |
Percent of Class Represented by Amount in Row (9)
47.04%
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||
12. | Type of Reporting Person (See Instructions)
CO
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(*)
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Includes (i) 12,188,355 Ordinary Shares held by DIC Communication and Technology Ltd., a wholly-owned subsidiary of Discount Investment Corporation Ltd. ("DIC"); (ii) 31,192,780 Ordinary Shares held directly by DIC; and (iii) 3,412,500 Ordinary Shares, representing approximately 3.43% of the outstanding Ordinary Shares, held by two shareholders whose voting rights in respect of these shares are vested in DIC and whose dispositive power in respect of these shares is subject to certain rights of DIC (collectively, the "DIC Shareholdings"). Does not include (i) 7,400 Ordinary Shares held for members of the public through mutual funds which are managed by a company controlled by Epsilon Investment House Ltd. (“Epsilon”), an indirect subsidiary of DIC; and (ii) 34,649 Ordinary Shares held by unaffiliated third-party client accounts managed by Epsilon as portfolio managers (collectively, the "Epsilon Shareholdings"). The reporting person disclaims beneficial ownership of the Epsilon Shareholdings.
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(**)
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Excludes the Epsilon Shareholdings.
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1. | Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
IDB Development Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
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3. |
SEC Use only
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4. |
Citizenship or Place of Organization
Israel
|
||
Number of Shares
Beneficially Owned
by Each Reporting
Person With:
|
5. |
Sole Voting Power
0
|
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6. |
Shared Voting Power
46,852,982 (*)
|
||
7. |
Sole Dispositive Power
0
|
||
8. | Shared Dispositive Power
46,852,982 (*)
|
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,852,982 (*)
|
||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x (**)
|
||
11. |
Percent of Class Represented by Amount in Row (9)
47.10%
|
||
12. | Type of Reporting Person (See Instructions)
CO
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(*)
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Includes (i) the DIC Shareholdings; and (ii) 59,347 Ordinary Shares held by subsidiaries of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development Corporation Ltd., for their own account. Does not include (i) 2,461,361 Ordinary Shares held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by subsidiaries of CIEH and 391 Ordinary Shares held by unaffiliated third-party client accounts managed by subsidiaries of CIEH as portfolio managers (collectively, the “CIEH Shareholdings”); and (ii) the Epsilon Shareholdings. The reporting person disclaims beneficial ownership of all the Ordinary Shares set forth in this note. See Item 4.
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(**)
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Excludes the CIEH Shareholdings and the Epsilon Shareholdings.
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1. | Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
IDB Holding Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
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
0
|
|
6. |
Shared Voting Power
46,852,982 (*)
|
||
7. |
Sole Dispositive Power
0
|
||
8. | Shared Dispositive Power
46,852,982 (*)
|
||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,852,982 (*)
|
||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x (**)
|
||
11. |
Percent of Class Represented by Amount in Row (9)
47.10%
|
||
12. | Type of Reporting Person (See Instructions)
CO
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(*)
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Includes (i) the DIC Shareholdings; and (ii) 59,347 Ordinary Shares held by subsidiaries of CIEH for their own account. Does not include the CIEH Shareholdings and the Epsilon Shareholdings. The reporting person disclaims beneficial ownership of all the Ordinary Shares referred to in this note. See Item 4.
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(**)
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Excludes the CIEH Shareholdings and the Epsilon Shareholdings.
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1. | Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
Nochi Dankner
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
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
0
|
|
6. |
Shared Voting Power
46,852,982 (*)
|
||
7. |
Sole Dispositive Power
0
|
||
8. | Shared Dispositive Power
46,852,982 (*)
|
||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,852,982 (*)
|
||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x (**)
|
||
11. |
Percent of Class Represented by Amount in Row (9)
47.10%
|
||
12. | Type of Reporting Person (See Instructions)
IN
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(*)
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Includes (i) the DIC Shareholdings; and (ii) 59,347 Ordinary Shares held by subsidiaries of CIEH for their own account. Does not include the CIEH Shareholdings and the Epsilon Shareholdings. The reporting person disclaims beneficial ownership of all the Ordinary Shares referred to in this note. See Item 4.
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(**)
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Excludes the CIEH Shareholdings and the Epsilon Shareholdings.
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1. | Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
Shelly Bergman
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
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
0
|
|
6. |
Shared Voting Power
46,852,982 (*)
|
||
7. |
Sole Dispositive Power
0
|
||
8. | Shared Dispositive Power
46,852,982 (*)
|
||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,852,982 (*)
|
||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x (**)
|
||
11. |
Percent of Class Represented by Amount in Row (9)
47.10%
|
||
12. | Type of Reporting Person (See Instructions)
IN
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(*)
|
Includes (i) the DIC Shareholdings; and (ii) 59,347 Ordinary Shares held by subsidiaries of CIEH for their own account. Does not include the CIEH Shareholdings and the Epsilon Shareholdings. The reporting person disclaims beneficial ownership of all the Ordinary Shares referred to in this note. See Item 4.
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(**)
|
Excludes the CIEH Shareholdings and the Epsilon Shareholdings.
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1. | Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
Ruth Manor
|
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
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
0
|
|
6. |
Shared Voting Power
46,852,982 (*)
|
||
7. |
Sole Dispositive Power
0
|
||
8. | Shared Dispositive Power
46,852,982 (*)
|
||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,852,982 (*)
|
||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x (**)
|
||
11. |
Percent of Class Represented by Amount in Row (9)
47.10%
|
||
12. | Type of Reporting Person (See Instructions)
IN
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(*)
|
Includes (i) the DIC Shareholdings; and (ii) 59,347 Ordinary Shares held by subsidiaries of CIEH for their own account. Does not include the CIEH Shareholdings and the Epsilon Shareholdings. The reporting person disclaims beneficial ownership of all the Ordinary Shares referred to in this note. See Item 4.
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(**)
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Excludes the CIEH Shareholdings and the Epsilon Shareholdings.
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1. | Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
Avraham Livnat
|
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
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||
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
0
|
|
6. |
Shared Voting Power
46,852,982 (*)
|
||
7. |
Sole Dispositive Power
0
|
||
8. | Shared Dispositive Power
46,852,982 (*)
|
||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,852,982 (*)
|
||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x (**)
|
||
11. |
Percent of Class Represented by Amount in Row (9)
47.10%
|
||
12. | Type of Reporting Person (See Instructions)
IN
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(*)
|
Includes (i) the DIC Shareholdings; and (ii) 59,347 Ordinary Shares held by subsidiaries of CIEH for their own account. Does not include the CIEH Shareholdings and the Epsilon Shareholdings. The reporting person disclaims beneficial ownership of all the Ordinary Shares referred to in this note. See Item 4.
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(**)
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Excludes the CIEH Shareholdings and the Epsilon Shareholdings.
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Item 1(a).
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Name of Issuer:
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Cellcom Israel Ltd. (the “Issuer”)
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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10 Hagavish Street
Netanya 42140
Israel
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Item 2(a).
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Name of Person Filing:
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This Statement is filed by:
(1) DIC Communication and Technology Ltd.
(2) Discount Investment Corporation Ltd.
(3) IDB Development Corporation Ltd.
(4) IDB Holding Corporation Ltd.
(5) Mr. Nochi Dankner
(6) Mrs. Shelly Bergman
(7) Mrs. Ruth Manor and
(8) Mr. Avraham Livnat
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Name of Reporting Person
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Address
|
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DIC Communication and Technology Ltd.
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The Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 6702301, Israel.
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Discount Investment Corporation Ltd.
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The Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 6702301, Israel
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IDB Development Corporation Ltd.
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The Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 6702301, Israel.
|
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IDB Holding Corporation Ltd.
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The Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 6702301, Israel.
|
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Mr. Nochi Dankner
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The Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 6702301, Israel.
|
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Mrs. Shelly Bergman
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9 Hamishmar Ha'Ezrachi Street, Afeka, Tel Aviv 6969727, Israel.
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Mrs. Ruth Manor
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26 Hagderot Street, Savyon 5652626, Israel
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Mr. Avraham Livnat
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Taavura Junction, Ramle 7210202, Israel.
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Item 2(c).
|
Place of Organization or Citizenship:
|
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DIC Communication and Technology Ltd.
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Israel
|
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Discount Investment Corporation Ltd.
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Israel
|
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IDB Development Corporation Ltd.
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Israel
|
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IDB Holding Corporation Ltd.
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Israel
|
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Mr. Nochi Dankner
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Israeli
|
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Mrs. Shelly Bergman
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Israeli
|
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Mrs. Ruth Manor
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Israeli
|
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Mr. Avraham Livnat
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Israeli
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Item 2(d).
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Title of Class of Securities:
|
Ordinary Shares
|
|
Item 2(e).
|
CUSIP Number:
|
M2196U-10-9
|
|
Item 3. |
Not applicable.
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Item 4. | Ownership |
(a)
|
Amount beneficially owned: See Row 9 of cover page for each Reporting Person.
|
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(b)
|
Percent of class: See Row 11 of cover page for each Reporting Person. The percent is based on 99.481,487 Ordinary Shares outstanding as of December 31, 2012.
|
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(c)
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Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or direct the vote: See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
|
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.
|
|
Not applicable.
|
||
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.
|
|
See Item 2(a) above.
|
||
Item 9.
|
Notice of Dissolution of Group.
|
|
Not applicable.
|
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Item 10.
|
Certification.
Not applicable.
|
DIC COMMUNICATION AND TECHNOLOGY LTD.
DISCOUNT INVESTMENT CORPORATION LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY BERGMAN
RUTH MANOR
AVRAHAM LIVNAT
BY: DISCOUNT INVESTMENT CORPORATION LTD.
(signed)
BY: ______________________________
Michel Dahan and Kurt Keren, authorized signatories of Discount Investment Corporation Ltd., for itself and on behalf of DIC Communication and Technology Ltd., IDB Development Corporation Ltd., IDB Holding Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat, pursuant to agreements annexed as Exhibits 2 through 8 to the initial Statement on Schedule 13G filed by the Reporting Person with the Securities and Exchange Commission on February 6, 2008.
|