Sec Form 13D Filing - DISCOUNT INVESTMENT CORP LTD filing for CELLCOM ISRAEL LTD (CELJF) - 2019-12-18

(*)	Consists of the Koor Shareholdings and the shares held by the Israeli Shareholdings (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.

This Amendment No. 5 on Schedule 13D/A (the "Amendment") amends and supplements to the extent specified herein the Statement on Schedule 13D with respect to the ordinary shares, par value NIS 0.01 per share (the "Ordinary Shares"), of Cellcom Israel Ltd. (the "Issuer"), initially filed with the Securities and Exchange Commission on May 20, 2014 (as amended, the “Statement”). Capitalized terms used herein without being defined herein have the meanings given to them in the Statement.

Item 2. Identity and Background

Item 2 is hereby amended as follows:

(a), (b) and (c): The Reporting Persons.

As of this date, Mr. Eduardo Sergio Elsztain ("Elsztain") is the controlling shareholder of Discount Investment Corporation Ltd. ("DIC"). Mr. Elsztain holds (indirectly, through entities in his control) approximately 83.77% of the share capital of DIC (and approximately 81.18% of DIC's share capital on a fully diluted basis).

The following changes were made to the holdings of the Reporting Persons since the submission of Amendment No. 4 to Schedule 13D on January 31, 2019 ("The Post Amendment 4 Transactions"):

The following are the names of the Reporting Persons, the place of organization, principal business, and address of principal business of each Reporting Person that is a corporation, and the residence or business address and present principal occupation of each Reporting Person who is a natural person:

(1)          Koor an Israeli private corporation, with its business and principal office at the ToHa Building, 27^th floor, 114 Igal Alon St., Tel Aviv 6744320, Israel, holds directly 60,437,430 Ordinary Shares. Koor is a wholly owned subsidiary of DIC.

(2)          DIC, an Israeli public corporation, with its business and principal office at the ToHa Building, 27^th floor, 114 Igal Alon St., Tel Aviv 6744320, Israel owns, as of the date hereof, 100% of the outstanding shares of Koor. DIC organizes, acquires interests in, finances and participates in the management of companies.

The following person may, by reason of his interests in DIC, be deemed to control the corporations referred to in paragraphs (1) - (2) above:

(3)        Mr. Elsztain's address is 108 Bolivar St. (C1006AAD) Ciudad Autónoma de Buenos Aires, Argentina. His present principal occupations are Chairman of IDB Development Corporation Ltd., a company controlled by the Issuer's controlling shareholder ("IDB Development"), DIC, Property and Building Corporation Ltd and Elron Electronic Industry Ltd.; Chairman of IRSA Inversiones y Representaciones Socicedad Anonima, IRSA Propiedades Comerciales S.A., Cresud S.A.C.I.F y A, and Banco Hipotecario S.A.

As DIC has been informed, as of November 28, 2019:

Dolphin Netherlands B.V ("Dolphin Netherlands") is a company incorporated in the Netherlands, held by (a) Dolphin Investments (Gibraltar) Ltd., a company that was incorporated in Gibraltar, which is wholly owned by Dolphin Fund Limited ("Dolphin Fund") and holds 100% of the voting rights and approximately 0.0001% of the capital rights of Dolphin Netherlands; (b) Tyrus S.A., which holds approximately 99.9999% of the capital rights of Dolphin Netherlands. Dolphin Fund is controlled by Mr. Eduardo Elsztain (indirectly), through the holding of 85% in the share capital of Consultores Assets Management S.A. ("CAM"). The balance of CAM's share capital (15%) is held by Mr. Saul Zang, who holds office as a Director in DIC.

CAM is a company incorporated in Argentina which wholly owns Consultores Venture Capital Uruguay S.A ("CVCU"), a company incorporated in Uruguay.

CVCU holds the entire voting rights in the Dolphin Fund (through its holding of 100% of the management shares in the Dolphin Fund) and it also operates as the Dolphin Fund's investment manager. The Dolphin Fund's share capital is comprised of two types of shares: management shares, which afford entitlement to voting rights, and participation shares, which do not afford entitlement to voting rights, but which hold the right to the receipt of a dividend and pro-rata entitlement to the surplus assets on dissolution (after the payment of the nominal amount that was paid for the management shares and the participation shares). The participation shares in the Dolphin Fund are held by Tyrus S.A. and by Ritelco S.A. (together, approximately 97.25%), both of which are companies incorporated in Uruguay and are wholly owned by the company IRSA Inversionesy Representaciones Sociedad Anonima ("IRSA").

IRSA is a company that was incorporated in Argentina, whose shares are listed for trading on the Buenos Aires Stock Exchange and on the New York Stock Exchange (GDS). IRSA is controlled (directly and indirectly) by the Cresud Sociedad Anonima Comercial, Inmobiliaria Financiera y Agropecuaria ("Cresud"), which has a holding of approximately 62.06% in it. Cresud is a company that was incorporated in Argentina, whose shares are listed for trading on the Buenos Aires Stock Exchange and on the NASDAQ Stock Exchange (ADR).

Inversiones Financieras del Sur S.A. ("IFISA") has a 20.23% holding in Cresud. IFISA is a private company that is registered in Uruguay and is wholly owned by IFIS Limited ("IFIS").  In addition, Agroinvestment S.A., a company incorporated in the Republic of Uruguay, which is held 100% by Mr. Elstein ("Agroinvestment"), holds 17.07% of the issued share capital of Cresud.

IFIS is a private investments company, which is registered in Bermuda, which is controlled, indirectly, by Mr. Eduardo Elsztain, who has a holding of approximately 66.50% of the voting rights in it, by virtue of his holdings in the share capital of IFIS (approximately 34.86% through CVCU and Consultores Venture Capital Ltd., a company that was incorporated in the Cayman Islands and which is wholly owned by CVCU and 26.43% through Agroinvestment), and by virtue of an irrevocable power of attorney that were given to Mr. Elsztain with respect to the additional voting rights in IFIS (Mr. Saul Zang, serving as a director in the Company is amongst those granting the power of attorney and indirectly holds approximately 3.32% in IFIS, and the companies through which Mr. Elsztain holds in IFIS as described above).

In addition to the holdings that are described above, Mr. Elsztain and the companies that are controlled by him hold additional shares in IRSA and in Cresud, such that Mr. Elsztain's overall holdings, directly and indirectly, stands at approximately 37.40% in Cresud and at approximately 63.09% in IRSA. Mr. Elsztain is the largest shareholder, directly and indirectly, in Cresud. The balance of the shares in IRSA and in Cresud is held by the public. It should be noted that Mr. Alejandro Elsztain, a director in DIC holds approximately 0.39% of IRSA's share capital, and approximately 1.52% of Cresud's share capital and approximately 5.12% of IFIS' share capital (indirectly). It should further be noted, that Messrs. Eduardo Elsztain and Alejandro Elsztain are siblings.

By reason of the control of DIC by Mr. Elsztain, as set forth above, Mr. Elsztain may be deemed beneficial owner of, and to hold the power to vote and dispose of, the Ordinary Shares owned beneficially by DIC and Koor.

(4)         Mr. Mauricio Wior's address is ToHa Building, 27^th floor, 114 Igal Alon St., Tel Aviv 6744320. His present principal occupation is a director in public and private companies.  Wior Communications Ltd., an Israeli company ("Wior Communications"), has a business and principal office at ToHa Building, 27^th floor, 114 Igal Alon St., Tel Aviv 6744320, Israel. Wior Communications' sole purpose is holding the shares of the Issuer and other rights that may be granted in the future with respect to such shares. Mr. Wior owns 100% of the shares, and is the sole director, of Wior Communications and is therefore deemed beneficial owner of, and to share the power to vote (subject to the Koor Lending Transaction described in Item 6 below), the Ordinary Shares owned beneficially by Wior Communications.

(5)         Mr. Mario Blejer's address is ToHa Building, 27^th floor, 114 Igal Alon St., Tel Aviv 6744320. His present principal occupation is a director in public and private companies. Blejer Communications Ltd., an Israeli company ("Blejer Communications "), has a business and principal office at ToHa Building, 27^th floor, 114 Igal Alon St., Tel Aviv 6744320, Israel. Blejer Communications' sole purpose is holding the shares of the Issuer and other rights that may be granted in the future with respect to such shares. Mr. Blejer owns 100% of the shares, and is the sole director, of Blejer Communications and is therefore deemed beneficial owner of, and to share the power to vote (subject to the Koor Lending Transaction described in Item 6 below), the Ordinary Shares owned beneficially by Blejer Communications.

The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) Koor, (ii) DIC, (iii) Wior Communications and (iv) Blejer Communications are set forth in Schedules A, B and C attached hereto, respectively, and incorporated herein by reference.

(d)          None of the Reporting Persons, or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A, B and C to this Statement, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors.

(e)          None of the Reporting Persons, or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A, B and C to this Statement, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           Mr. Elsztain is a citizen of Argentina.

(g)          Mr. Wior is a citizen of Israel and Argentina.

(h)          Mr. Blejer is a citizen of Israel and Argentina.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following:

See Item 2 above for a description of the Post Amendment 4 Transactions.

The Additional Koor Shares and the Koor Options were made from DIC's and/or Koor's working capital. The Ordinary Shares acquired by the Israeli Shareholders were acquired pursuant to the Koor Lending Transaction described in Item 6.

Item 4. Purpose of Transaction

Item 4 is hereby amended and restated as follows:

See Item 2 above for a description of the Post Amendment 4 Transactions.

 

Koor is the controlling shareholder of the Issuer. The Reporting Persons intend to review their investment in the Issuer continually. Depending on the results of such review and other factors that the Reporting Persons deem relevant to an investment in the Issuer, the Reporting Persons may acquire additional shares of Ordinary Shares, or sell all or any portion of the Ordinary Shares owned by them, in open market or negotiated transactions at prices and terms acceptable to the Reporting Persons, subject to approvals from the relevant corporate bodies of DIC and/or Koor. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of the matters referred to in this Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

 

As of this date:

 

Koor is the direct owner of 60,437,430 Ordinary Shares, constituting approximately 39.22% of the Ordinary Shares then outstanding. DIC may be deemed beneficial owner of, and to share the power to vote and dispose, of the 60,437,430 Ordinary Shares held by Koor. In addition, 3,412,500 Ordinary Shares, representing approximately 2.21% of the outstanding Ordinary Shares, are held by two shareholders whose voting rights in respect of these shares are vested in Koor and whose dispositive power in respect of these shares is subject to certain rights of Koor. DIC may be deemed to share the power to vote and the other rights of Koor with respect to such 3,412,500 Ordinary Shares. In addition, DIC and Koor may be deemed beneficial owner of, and to share the power to vote, of the 7,339,838 Ordinary Shares, representing 5% of the outstanding Ordinary shares, held by the Israeli Shareholders due to a lending agreement with Koor.  See Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

Each of Wior Communications and Blejer Communications is the direct owner of 3,669,919 Ordinary Shares, constituting 2.5% of the Ordinary Shares then outstanding, and each of Wior Communications (and  its sole shareholder, Mauricio Wior) and Blejer Communications (and its sole shareholder, Mario Blejer) may be deemed beneficial owner of, and to share the power to vote, the 3,669,919 Ordinary Shares held by the other by virtue of the voting agreement which is part of the agreement described in Item 6.

  

Each of Mr. Elsztain and DIC may each be deemed the beneficial owners of, and to share the power to vote and dispose of, an aggregate of 78,477,620 Ordinary Shares held by DIC and Koor (which includes 7,339,838 Ordinary Shares, constituting 5% of the Ordinary Shares then outstanding, held by the Israeli Shareholders by virtue of the agreement between Koor and the Israeli Shareholders described in Item 6), constituting in the aggregate approximately 50.93% of the Ordinary Shares then outstanding and, in addition, be deemed to share the power to vote and the other rights of Koor with respect to the aforementioned 3,412,500 Ordinary Shares held by two shareholders, constituting approximately 2.21% of the Ordinary Shares then outstanding. Each of the Israeli Shareholders, Wior Communications and Blejer Communications may be deemed beneficial owner of, and to share the power to vote, an aggregate of 7,339,838 Ordinary Shares, constituting 5% of the Ordinary Shares then outstanding.  This Statement shall not be construed as an admission by DIC and Mr. Elsztain that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.

 

The Issuer advised the Reporting Persons that as of December 5, 2019 there were 146,796,729 Ordinary Shares outstanding, and the percentages of Shares outstanding set forth in this Schedule 13D/A are based on this number, except that for Koor, DIC (Koor's controlling shareholder as described above) and Elsztain (DIC controlling shareholder through companies in his control as described above), the percentages of Shares outstanding set forth in this Schedule 13D/A are based on 154,084,581 Ordinary Shares outstanding, comprised of (i) 146,796,729 Ordinary Shares outstanding as described in this paragraph above, plus (ii) 7,287,852 Koor Options, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.

 

Information provided to the Reporting Persons indicates that none of the executive officers and directors of DIC and Koor owned as of December 8, 2019, or purchased or sold from October 8, 2019 through December 8, 2019, any Ordinary Shares (except for Mr. Mario Blejer and Mr. Mauricio Wior, who are a reporting persons and also serves as a directors in DIC).

Item 7 is hereby amended and restated as follows:

Schedule C

Directors and Executive Officers

of

Discount Investment Corporation Ltd.

(as of December 8, 2019)

Citizenship is the same as country of address, unless otherwise noted.

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