Sec Form 13D Filing - DISCOUNT INVESTMENT CORP LTD filing for CELLCOM ISRAEL LTD (CELJF) - 2020-10-21

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Includes (i) 75,065,120 Ordinary Shares held by Koor Industries Ltd. ("Koor"), a wholly owned subsidiary of Discount Investment Corporation Ltd. ("DIC"); (ii) 3,412,500 Ordinary Shares, representing approximately 2.10% of the outstanding Ordinary Shares, 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 (shares described in clauses (i) and (ii) collectively, the "Koor Shareholdings"); (iii) 8,138,736 Ordinary Shares, representing 5% of the outstanding Ordinary Shares held by Wior Communications Ltd. and Blejer Communications Ltd. (through a lending transaction two private Israeli companies, fully owned by Messrs. Mauricio Wior and Mario Blejer, respectively (the "Israeli Shareholders"). For further information on the lending transaction, see Item 6.

This Amendment No. 6 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.

As of this date, Mr. Eduardo Sergio Elsztain ("Elsztain") holds (directly and indirectly, through entities in his control) approximately 84.13% of the share capital of Discount Investment Corporation Ltd. ("DIC") (and approximately 82.66% 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. 5 to Schedule 13D on December 18, 2019 ("The Post Amendment 5 Transactions"):

A.

On June 30, 2020, DIC exercised 3,809,559 options (Series 3) of the Issuer to 3,809,559 Shares of the Issuer at an exercise price of NIS 8.64 per Ordinary Shares (which represents 2.46% of the Issuer's issued and outstanding share capital).

B.

On September 30, 2020, DIC exercised 3,478,293 options (Series 4) of the Issuer to 3,478,293 Shares of the Issuer at an exercise price of NIS 9.60 per Ordinary Shares (which represents 2.14% of the Issuer's issued and outstanding share capital).

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As DIC has been informed, as of September 30, 2020:

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 of Dolphin Netherlands; (b) Tyrus S.A., which holds 100% 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.

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 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 14.73% holding in Cresud. IFISA is a private company that is registered in Uruguay and is wholly owned by IFIS Limited ("IFIS"). In addition, IFIS holds 1.73% of the voting rights in Cresud until February 18, 2021 or until the sale of the shares to a third party. IFIS has a right of first refusal to sell the said percentage of Crasud shares. In addition, as DIC has been informed, Agroinvestment S.A., a company incorporated in the Republic of Uruguay, which is held 100% by Mr. Elstein ("Agroinvestment"), holds 20.55% 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 74.49% of the voting rights in it, by virtue of his holdings in the share capital of IFIS (approximately 39.05% through CVCU and Consultores Venture Capital Ltd., a company that was incorporated in the Cayman Islands and which is wholly owned by CVCU and 29.60% 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 3.72% 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 35.30% in Cresud (and approximately 37.03% of the voting rights as described above) and at approximately 63.09% in IRSA. Mr. Elsztain is the largest shareholder, directly and indirectly, in Cresud. It should be noted that Mr. Alejandro Elsztain, a director in DIC holds directlry and indirectly) approximately 0.39% of IRSA's share capital, and approximately 2% of Cresud's share capital and approximately 5.73% of IFIS' share capital, and Mrs. Diana Elsztain Dan, a director in DIC, holds approximately 0.02% of IFIS's share capital. It should further be noted, that Messrs. Eduardo Elsztain Diana Elsztain Dan and Alejandro Elsztain are siblings.

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See Item 2 above for a description of the Post Amendment 5 Transactions.

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Koor is the direct owner of 66,926,384 Ordinary Shares, constituting approximately 41.12% of the Ordinary Shares then outstanding. DIC may be deemed beneficial owner of, and to share the power to vote and dispose, of the 66,926,384 Ordinary Shares held by Koor. In addition, 3,412,500 Ordinary Shares, representing approximately 2.10% 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 8,138,736 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 4,069,368 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 4,069,368 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 8,138,736 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 48.21% 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 2.10% 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 8,138,736 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 September 30, 2020 there were 162,774,691 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 and Elsztain, the percentages of Shares outstanding set forth in this Schedule 13D/A are based on 162,774,691 Ordinary Shares outstanding, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.

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Information provided to the Reporting Persons indicates that none of the executive officers and directors of DIC and Koor owned as of September 30, 2020, or purchased or sold from July 30, 2020 through September 30, 2020, 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. Material to Be Filed as Exhibits

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SI GNATURE

          After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

 

	KOOR INDUSTRIES LTD.
	DISCOUNT INVESTMENT CORPORATION LTD.
	EDUARDO SERGIO ELSZTAIN
	BY:  DISCOUNT INVESTMENT CORPORATION LTD.
	BY: /s/ Aaron Kaufman          /s/ Haim Tabouch
	Aaron Kaufman and Haim Tabouch, authorized signatories of Discount Investment Corporation Ltd., for itself and on behalf of, Koor Industries Ltd. and Eduardo Sergio Elsztain, pursuant to agreements annexed to the Statement filed on May 20, 2014 as Exhibits 1 and 3 thereto.
	/s/ Mauricio Wior
	MAURICIO WIOR
	WIOR COMMUNICATIONS LTD.
	/s/ Mauricio Wior
	Name: Mauricio Wior
	Title: Director
	/s/ Mario Blejer
	MARIO BLEJER
	BLEJER COMMUNICATIONS LTD.
	/s/ Mario Blejer
	Name: Mario Blejer
	Title: Director

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* Appointed on October 1, 2020.