Under the Securities Exchange Act of 1934
(Amendment No. 1)
Cellcom Israel Ltd.
|
(Name of Issuer)
|
Ordinary Shares, par value NIS 0.01 per share
|
(Title of Class of Securities)
|
M2196U-10-9
|
(CUSIP Number)
|
Kurt Keren, Adv.
Discount Investment Corporation Ltd.
The Triangular Tower, 44th Floor
3 Azrieli Center, Tel Aviv 67023
Israel
Tel: +972 3 6075888
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
October 11, 2015
|
(Date of Event which Requires Filing of this Statement)
|
1. | Names of Reporting Persons.
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 |
||
4. |
Source of funds (See Instructions)
OO
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
6. |
Citizenship or Place of Organization
Israel
|
||
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting Power
12,188,355
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
12,188,355
|
||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,188,355
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13. |
Percent of Class Represented by Amount in Row (11)
12.12%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
1. | Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Discount Investment Corporation Ltd.
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
OO
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
6. |
Citizenship or Place of Organization
Israel
|
||
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting Power
45,433,082 (*)
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
42,020,582 (**)
|
||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
45,433,082 (*)
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13. |
Percent of Class Represented by Amount in Row (11)
45.16%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
(*)
|
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) 29,832,227 Ordinary Shares held directly by DIC; and (iii) 3,412,500 Ordinary Shares, representing approximately 3.39% 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 the aforesaid 3,412,500 Ordinary Shares of the DIC Shareholdings in connection with which DIC holds voting rights.
|
1. | Names of Reporting Persons.
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
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
OO
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
6. |
Citizenship or Place of Organization
Israel
|
||
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting Power
45,433,082 (*)
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
42,020,582 (**)
|
||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
45,433,082 (*)
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x (***)
|
||
13. |
Percent of Class Represented by Amount in Row (11)
45.16%
|
||
14. |
Type of Reporting Person (See Instructions)
CO
|
(*)
|
Consists of the DIC Shareholdings. Does not include (i) 111,500 Ordinary Shares held by subsidiaries of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development Corporation Ltd. ("IDB Development"), for their own account and (ii) 2,341,578 Ordinary Shares held for members of the public through pension funds and insurance policies, which are managed by subsidiaries of subsidiaries of CIEH (collectively, the “CIEH Shareholdings”). The reporting person disclaims beneficial ownership of all the Ordinary Shares set forth in this note. See Item 4.
|
(**)
|
Does not include the aforesaid 3,412,500 Ordinary Shares of the DIC Shareholdings in connection with which DIC holds voting rights.
|
(***)
|
Excludes the CIEH Shareholdings.
|
1. | Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Eduardo Sergio Elsztain
|
||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) o
|
||
3. |
SEC Use Only
|
||
4. |
Source of funds (See Instructions)
OO
|
||
5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
||
6. |
Citizenship or Place of Organization
Argentina
|
||
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
|
7. |
Sole Voting Power
0
|
|
8. |
Shared Voting Power
45,433,082 (*)
|
||
9. |
Sole Dispositive Power
0
|
||
10. |
Shared Dispositive Power
42,020,582 (**)
|
||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
45,433,082 (*)
|
||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x (***)
|
||
13. |
Percent of Class Represented by Amount in Row (11)
45.16%
|
||
14. |
Type of Reporting Person (See Instructions)
IN
|
(*)
|
Consists of the DIC Shareholdings. Does not include the CIEH Shareholdings. The reporting person disclaims beneficial ownership of all the Ordinary Shares referred to in this note. See Item 4.
|
(**)
|
Does not include the aforesaid 3,412,500 Ordinary Shares of the DIC Shareholdings in connection with which DIC holds voting rights.
|
(***)
|
Excludes the CIEH Shareholdings.
|
SIGNATURE
|
Date: October 22, 2015 | DIC COMMUNICATION AND TECHNOLOGY LTD. |
DISCOUNT INVESTMENT CORPORATION LTD. | |
IDB DEVELOPMENT CORPORATION LTD. | |
EDUARDO SERGIO ELSZTAIN | |
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. and Eduardo Sergio Elsztain, pursuant to agreements annexed to the Statement filed on May 20, 2014 as Exhibits 1 through 3 thereto.
|
Name & Address
|
Position
|
Current Principal Occupation
|
Michel Dahan
3 Azrieli Center, The Triangular Tower, 41st floor, Tel-Aviv 67023, Israel
|
Chairman of the Board of Directors
|
Chief Financial Officer and Acting Chief Executive Officer of DIC
|
Ari Bronshtein
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
|
Director
|
Vice Chief Executive Officer of DIC; Chief Executive Officer of Elron Electronic Industries Ltd.
|
Motti Berenstain
3 Azrieli Center, The Triangular Tower, 41st floor, Tel-Aviv 67023, Israel
|
Director
|
Comptroller of DIC
|
Kurt Keren (*)
3 Azrieli Center, The Triangular Tower, 41st floor, Tel-Aviv 67023, Israel
|
Director
|
Corporate Secretary of DIC
|
Name & Address
|
Position
|
Current Principal Occupation
|
Eduardo Sergio Elsztain
Bolívar 108 1st Floor
Ciudad Autónoma de Buenos Aires (C1066AAD), Argentina
|
Chairman of the Board of Directors
|
Chairman of the Boards of Directors of IDB Development and DIC; Chief Executive Officer and Chairman of IRSA Inversiones y Representaciones Sociedad
Anónima; Chairman of IRSA Propiedades Comerciales S.A. and Cresud S.A.C.I.F y A; Businessman and director of companies.
|
Prof. Niv Ahituv
33 Drezner St., Tel Aviv Israel
|
External Director
|
Professor; Director of companies.
|
Moshe Matalon
11 HaLivne St., Herzlia Israel
|
External Director
|
Business consultant; Director of companies.
|
Lily Ayalon
58 Sderot Ha'Prachim, Reut, Israel
|
Director
|
Business consultant; Director of companies.
|
Micha Ben Chorin
10 Ashkenazi St., Tel Aviv, Israel
|
Director
|
CFO of Pyramid Analytics B.V.
|
Saul Lapidus
Bolívar 108 1st Floor
Ciudad Autónoma de Buenos Aires (C1066AAD), Argentina
|
Director
|
Chief Executive Officer of Cladd S.A.
|
Joseph Singer
14 Mordechai Zeira St., Tel Aviv, Israel
|
Director
|
Director of companies.
|
Saúl Zang
Florida 537, 18th Floor
Ciudad Autónoma de Buenos Aires
(C1005 AAK), Argentina
|
Director
|
Vice-Chairman of IRSA Inversiones y Representaciones Sociedad Anónima, Cresud S.A.C.I.F. y A and IRSA Propiedades Comerciales S.A.;Partner and founder of Zang, Bergel & Vines Law firm.
|
Alejandro Gustavo Elsztain
Alto Palermo, Moreno 877 24th Floor
Ciudad Autónoma de Buenos Aires (C1091AAQ), Argentina
|
Alternate director for Eduardo Elsztain
|
Vice-Chairman of IRSA Inversiones y Representaciones Sociedad Anónima, Cresud S.A.C.I.F. y A and IRSA Propiedades Comerciales S.A.; CEO of Fibesa S.A. and Vice President of Nuevas Frontertas S.A.
|
Mauricio Elias Wior
Reconquista 151
Ciudad Autónoma de Buenos Aires
(C1003 ABC), Argentina
|
Alternate director for Saul Lapidus
|
Director of companies
|
Michel Dahan
3 Azrieli Center, The Triangular Tower, 41st floor, Tel-Aviv 67023, Israel
|
Acting Chief Executive Officer and Chief Financial Officer
|
Acting Chief Executive Officer and Chief Financial Officer of DIC
|
Ari Bronshtein
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
|
Vice Chief Executive Officer
|
Vice Chief Executive Officer of DIC; Chief Executive Officer of Elron Electronic Industries Ltd.
|
Motti Berenstain
3 Azrieli Center, The Triangular Tower, 41st floor, Tel-Aviv 67023, Israel
|
Comptroller
|
Comptroller of DIC
|
Name & Address
|
Position
|
Current Principal Occupation
|
Eduardo Sergio Elsztain
Bolívar 108 1st Floor
Ciudad Autónoma de Buenos Aires (C1066AAD), Argentina
|
Chairman of the Board of Directors
|
Chairman of the Boards of Directors of IDB Development and DIC; Chief Executive Officer and Chairman of IRSA Inversiones y Representaciones Sociedad
Anónima; Chairman of IRSA Propiedades Comerciales S.A. and Cresud S.A.C.I.F y A; Businessman and director of companies.
|
Saúl Zang
Florida 537, 18th Floor
Ciudad Autónoma de Buenos Aires
(C1005 AAK), Argentina
|
Director
|
Vice-Chairman of IRSA Inversiones y Representaciones Sociedad Anónima, Cresud S.A.C.I.F. y A and IRSA Propiedades Comerciales S.A.;Partner and founder of Zang, Bergel & Vines Law firm.
|
Saúl Lapidus
Bolívar 108 1st Floor
Ciudad Autónoma de Buenos Aires (C1066AAD), Argentina
|
Alternate director for Eduardo Elsztain
|
CEO of Cladd S.A.
|
Mario I. Blejer
Reconquista 151
Ciudad Autónoma de Buenos Aires (C1003 ABC), Argentina
|
Alternate director for Saúl Zang
|
Vice Chairman of Banco Hipotecario de Argentina
|
Giora Inbar
16 Haela Street, Timrat 3657600, Israel
|
External Director
|
General Manager of Ofakei Danish Ltd.
|
Elina Frenkel Ronnen
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
|
External Director
|
Director of companies
|
Ronni Bar-On
2 Hashaked Street, Motza Ilite
|
Director
|
Director of companies
|
Haim Gavrieli
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
|
Chief Executive Officer
|
Chief Executive Officer of IDB Development
|
Igal Salhov
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
|
Chief Financial Officer
|
Chief Financial Officer of IDB development
|
Haim Tabouch
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
|
Vice Chief Executive Officer (for Comptrolling)
|
Vice CEO (for Comptrolling) of IDB Development.
|
Amir Harosh
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
|
Comptroller
|
Comptroller of IDB Development.
|