-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q2nS5VzSk2WOtV4ugy3BRDY68l0zpWNI+e5JJd4LbfadCzKmYoMafzV8oh0eoIFi WCKNO6g5/DtJLx2Pq6ECcw== 0001178913-09-000531.txt : 20090303 0001178913-09-000531.hdr.sgml : 20090303 20090303103939 ACCESSION NUMBER: 0001178913-09-000531 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090303 DATE AS OF CHANGE: 20090303 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: DEP TECHNOLOGY HOLDINGS LTD. GROUP MEMBERS: ELRON ELECTRONIC INDUSTRIES LTD. GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: IDB HOLDING CORPORATION LTD. GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: RDC RAFAEL DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIVEN IMAGING LTD CENTRAL INDEX KEY: 0001126140 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62155 FILM NUMBER: 09649985 BUSINESS ADDRESS: STREET 1: 2 HA CARMEL ST STREET 2: NEW INDUSTRIAL PARK CITY: YOQNEAM STATE: L4 ZIP: 20692 MAIL ADDRESS: STREET 1: 2 HA CARMEL ST CITY: YOQNEAM STATE: L4 ZIP: 20692 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOUNT INVESTMENT CORP LTD CENTRAL INDEX KEY: 0001206713 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 AZRIELI CENTER STREET 2: TRIANGLE BLDG 43RD FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 BUSINESS PHONE: 01197236075860 SC 13D/A 1 zk96472.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) * GIVEN IMAGING LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares - -------------------------------------------------------------------------------- (Title of Class of Securities) 2797140 - -------------------------------------------------------------------------------- (CUSIP Number) Donna Gershowitz, Adv. Elron Electronic Industries Ltd. The Triangular Tower, 42nd Floor 3 Azrieli Center, Tel Aviv 67023 Israel Tel: +972 3 6075555 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 12, 2009 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RDC Rafael Development Corporation Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 2,662,110 Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 2,662,110 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,662,110 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.1% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) DEP Technology Holdings Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 2,662,110 Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 2,662,110 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,662,110 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.1% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Elron Electronic Industries Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 14,184,348 (1) Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 9,464,820 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,184,348 (1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 48.5% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Includes 4,719,528 Ordinary Shares that are owned by Discount Investment Corporation Ltd. ("DIC"), which Elron Electronic Industries Ltd. ("Elron") may be deemed to share voting power of, and to beneficially own, as a result of a voting agreement between Elron and DIC described in Item 6 of Amendment No. 1 on Schedule 13D/A previously filed with the Securities and Exchange Commission by the Reporting Persons with respect to Given Imaging Ltd. Page 4 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 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) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 14,184,348 Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,184,348 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,184,348 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 48.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 5 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 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) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 14,184,348 * Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,184,348 * - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,184,348* - -------------------------------------------------------------------------------- 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) 48.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * Does not include (i) 766,649 Ordinary Shares held for members of the public through, among others, provident funds, mutual funds, pension funds, exchange traded funds and insurance policies, which are managed by subsidiaries of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development Corporation Ltd. ("IDB Development") and (ii) 210 Ordinary Shares which are held by unaffiliated third-party client accounts managed by Epsilon Investment House Ltd., an indirect subsidiary of IDB Development, as portfolio managers (collectively, the "CIEH and Epsilon Shares"). The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares. ** Excludes the CIEH and Epsilon Shares. Page 6 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. 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) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 14,184,348 * Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,184,348 * - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,184,348 * - -------------------------------------------------------------------------------- 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) 48.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * Does not include the CIEH and Epsilon Shares. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares. ** Excludes the CIEH and Epsilon Shares. Page 7 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. 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) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 14,184,348 * Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,184,348 * - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,184,348 * - -------------------------------------------------------------------------------- 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) 48.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Does not include the CIEH and Epsilon Shares. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares. ** Excludes the CIEH and Epsilon Shares. Page 8 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. 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) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 14,184,348 * Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,184,348 * - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,184,348 * - -------------------------------------------------------------------------------- 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) 48.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Does not include the CIEH and Epsilon Shares. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares. ** Excludes the CIEH and Epsilon Shares. Page 9 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ruth Manor - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 14,184,348 * Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,184,348 * - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,184,348 * - -------------------------------------------------------------------------------- 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) 48.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Does not include the CIEH and Epsilon Shares. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares. ** Excludes the CIEH and Epsilon Shares. Page 10 of 24 pages SCHEDULE 13D/A CUSIP NO. 2797140 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Avraham Livnat - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Source of funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ------------------------------------------------------------- Shares 8. Shared Voting Power Beneficially 14,184,348 * Owned ------------------------------------------------------------- by Each 9. Sole Dispositive Power Reporting 0 Person With: ------------------------------------------------------------- 10. Shared Dispositive Power 14,184,348 * - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,184,348* - -------------------------------------------------------------------------------- 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) 48.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * Does not include the CIEH and Epsilon Shares. The Reporting Person disclaims beneficial ownership of the CIEH and Epsilon Shares. ** Excludes the CIEH and Epsilon Shares. Page 11 of 24 pages This Amendment No. 9 on Schedule 13D/A (the "Amendment") amends the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by RDC Rafael Development Corporation Ltd. ("RDC"), DEP Technology Holdings Ltd. ("DEP"), Elron, DIC, IDB Development, IDB Holding Corporation Ltd. ("IDB Holding"), Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat ("the Reporting Persons") (the "Statement") with respect to the ordinary shares, par value New Israeli Shekel 0.05 per share (the "Ordinary Shares"), of Given Imaging Ltd. (the "Issuer") to the extent specified herein. Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Statement. The Amendment is filed by the Reporting Persons in connection with pledging of Ordinary Shares by RDC in favor of Bank Mizrahi Tefahot Ltd. (the "Bank") to secure the repayment of a loan to RDC from the Bank. The following amends and supplements Items 2, 5, 6 and 7 of the Statement. Item 2. IDENTITY AND BACKGROUND (a), (b) and (c): The Reporting Persons. The following information in this Item 2 amends the information previously provided in Item 2 of the Statement. See the Statement for additional information provided in Item 2 of the Statement that is not being amended. As of January 12, 2009: DIC owned approximately 48.7% of the outstanding shares of Elron. IDB Development owned approximately 74.45% of the outstanding shares of DIC. IDB Holding owned approximately 86.8% of the outstanding shares of IDB Development. Nochi Dankner (together with a private company controlled by him) and Shelly Bergman owned approximately 56.9% and 12.5% respectively of the outstanding shares of, and control, Ganden Holdings. Other than Shelly Bergman, only one of Ganden Holdings' other shareholders, owning approximately 1.7% of Ganden Holdings' outstanding shares, had a tag along right granted to it by Nochi Dankner to participate in certain sales of Ganden Holdings' shares by Nochi Dankner, and such shareholder agreed to vote all its shares of Ganden Holdings in accordance with Nochi Dankner's instructions. In addition to approximately 31.02% of the outstanding shares of IDB Holding owned by Ganden, which is controlled by Nochi Dankner and Shelly Bergman through Ganden Holdings, Ganden owned directly approximately 6.7% of the outstanding shares of IDB Holding, Ganden Holdings itself owned directly approximately 17.5% of the outstanding shares of IDB Holding, and a private Israeli corporation which is wholly owned by Shelly Bergman owned approximately 4.2% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement. Most of the foregoing holdings in IDB Holding have been pledged to financial institutions as collateral for loans taken to finance the purchase of shares of IDB Holding. Upon certain events of default, these financial institutions may foreclose on the loans and assume ownership of or sell such holdings. In addition to approximately 10.34% of the outstanding shares of IDB Holding owned by Manor, which is controlled by Ruth Manor, Manor owned directly approximately 0.05% of the outstanding shares of IDB Holding, and another private Israeli corporation which is controlled by her owned directly approximately 3.03% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement. In addition to approximately 10.34% of the outstanding shares of IDB Holding owned by Livnat, which is controlled by Avraham Livnat, another private Israeli corporation which is controlled by him owned directly approximately 3.09% of the outstanding shares of IDB Holding. These additional shares of IDB Holding are not subject to the Shareholders Agreement. The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) RDC, (ii) DEP, (iii) Elron, (iv) DIC, (v) IDB Development and (vi) IDB Holding are set forth in Schedules A, B, C, D, E and F attached hereto, respectively, and incorporated herein by reference. These Schedules replace Schedules A, B, C, D, E and F previously attached to the Statement. Page 12 of 24 pages (d) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A, B, C, D, E and F to this Amendment, 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, C, D, E and F to this Amendment, 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. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of January 12, 2009: RDC owned directly 2,662,110 Ordinary Shares, or approximately 9.1% of the outstanding Ordinary Shares. RDC shares the power to vote and dispose of these Ordinary Shares. DEP may be deemed beneficial owner of, and to share the power to vote and dispose of, these 2,662,110 Ordinary Shares. DIC owned directly 4,719,528 Ordinary Shares, or approximately 16.1% of the outstanding Ordinary Shares. DIC shares the power to vote and dispose of these Ordinary Shares, and may also be deemed to share the power to vote and dispose of the 9,464,820 Ordinary Shares owned by RDC and Elron, or a total of 14,184,348 Ordinary Shares, constituting approximately 48.5% of the outstanding Ordinary Shares. DIC disclaims beneficial ownership of all the Ordinary Shares held by RDC and Elron. IDB Development, IDB Holding and the Reporting Persons who are natural persons may each be deemed beneficial owner, and to share the power to vote and dispose, of an aggregate of 14,184,348 Ordinary Shares held by RDC, Elron and DIC, or approximately 48.5% of the outstanding Ordinary Shares. Each of IDB Development, IDB Holding and the Reporting Persons who are natural persons disclaims beneficial ownership of all the Ordinary Shares held by RDC, Elron and DIC. As of December 31, 2008, there were 29,257,785 outstanding Ordinary Shares as reported by the Issuer on Form 6-K filed with the Securities and Exchange Commission on February 11, 2009. The percentages of the outstanding Ordinary Shares set forth above are based on this number. Information provided to the Reporting Persons indicates that as of January 12, 2009, none of the executive officers and directors of IDB Holding, IDB Development, DIC, Elron, DEP and RDC owned Ordinary Shares, except as set forth below: Mr. Doron Birger, a director of RDC and DEP, and the President and Chief Executive Officer of Elron, owned (i) 2,878 Ordinary Shares, (ii) options to purchase from the Issuer 14,000 Ordinary Shares, exercisable immediately at a price per share of $23.96, (iii) options to purchase from the Issuer 25,000 Ordinary Shares, exercisable immediately at a price per share of $17.78, (iv) options to purchase from the Issuer 3,000 Ordinary Shares exercisable immediately, at a price per share of $26.39 and (v) options to purchase from the Issuer 12,000 Ordinary Shares, exercisable immediately at a price per share of $29.42. All these options were granted to Mr. Birger in respect of his service as Chairman or director of the Issuer, as applicable. Mr. Arie Mientkavich, Chairman of RDC and Elron, owned options to purchase from the Issuer 8,750 Ordinary Shares, exercisable immediately at a price per share of $29.42. These options were granted to Mr. Mientkavich in respect of his service as director of the Issuer. Page 13 of 24 pages Except as set forth above in this Amendment, none of the Reporting Persons purchased or sold any Ordinary Shares during the 60 days ending on January 12, 2009. Information provided to the Reporting Persons indicates that none of the executive officers and directors of IDB Holding, IDB Development, DIC, Elron, DEP or RDC purchased or sold any Ordinary Shares during the 60 days ending on January 12, 2009. Item 6 CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On December 1, 2008, RDC entered into a loan agreement with the Bank (the "Loan Agreement"). The Loan Agreement provides for a $10 million credit line made available by the Bank to RDC, which is secured by a pledge by RDC of up to 2,662,110 Ordinary Shares in favor of the Bank. The amount of Ordinary Shares pledged by RDC shall be such that the market value of the Ordinary Shares pledged represents at any given time at least 200% of the outstanding loan amount. In addition to standard default provisions, it will be considered a default if the market value of the pledged Ordinary Shares drops below 160% of the outstanding amount of the loan. In connection with the Loan Agreement, RDC also entered into a Debenture on December 1, 2008 and a Deed of Pledge on December 24, 2008. The Deed of Pledge was publicly recorded by the Companies Registrar on January 12, 2009 thereby perfecting the pledge on the Ordinary Shares. The foregoing description is qualified in its entirety by reference to the English Summary of the Loan Agreement, Debenture and Deed of Pledge, attached hereto as Exhibit 1. Item 7 MATERIAL TO BE FILED AS EXHIBITS Schedules A, B, - Name, citizenship, residence or business address and present C, D, E and F principal occupation of the directors and executive officers of (i) RDC, (ii) DEP, (iii) Elron, (iv) DIC, (v) IDB Development and (vi) IDB Holding. Exhibit 1 - English summary of the Loan Agreement between RDC and the Bank dated December 1, 2008 and the Debenture and Deed of Pledge by RDC in favor of the Bank dated December 1, and December 24, 2008, respectively. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct. Date: March 3, 2009 RDC RAFAEL DEVELOPMENT CORPORATION LTD. DEP TECHNOLOGY HOLDINGS LTD. ELRON ELECTRONIC INDUSTRIES 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 RDC Rafael Development Corporation Ltd., DEP Technology Holdings Ltd., Elron Electronic Industries 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 10 to Amendment No. 5 to the Statement. Page 14 of 24 pages Schedule A Directors and Executive Officers of RDC RAFAEL DEVELOPMENT CORPORATION LTD. (as of January 12, 2009) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Arie Mientkavich (1) Chairman of the Chairman of the Board of Directors of Elron; 3 Azrieli Center, The Triangular Tower 42nd Board of Directors Deputy Chairman of Gazit Globe Ltd and Chairman floor, Tel-Aviv 67023, Israel of Gazit Globe Israel (Development) Ltd. Ari Bronshtein Director Vice President of DIC. 3 Azrieli Center, The Triangular Tower 44th floor, Tel-Aviv 67023, Israel Avishai Friedman Director Chief Executive Officer Of RDC Yoqneam Industrial Park, Building 7, Yoqneam, Israel David Vaish Director Vice President for Finance & Chief Financial Rafael, Haifa, Israel Officer of Rafael. Yedidya Yaari Director President & Chief Executive Officer of Rafael. Rafael, Haifa, Israel Doron Birger (2) Director President & Chief Executive Officer of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Rinat Remler Director Vice President, Chief Financial Officer of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Yair Cohen Director Vice President of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Avi Gezler Director Corporate Vice President Business Development Rafael, Haifa, Israel of Rafael. Moshe Maor Director Chief Subsidiary Officer of Rafael Rafael, Haifa, Israel Ofir Gomeh Chief Financial Chief Financial Officer of RDC Rafael Development Yoqneam Industrial Park, Building 7, Yoqneam, Officer Corporation Ltd. Israel Hezi Nahum Vice President Vice President Business Development of RDC Rafael Yoqneam Industrial Park, Building 7, Yoqneam, Business Development Development Corporation Ltd. Israel Gabi Iddan Chief Technology Chief Technology Officer of RDC Rafael Yoqneam Industrial Park, Building 7, Yoqneam, Officer Development Corporation Ltd. Israel
(1) Mr. Arie Mientkavich owned as of January 12, 2009 options to purchase from the Issuer 8,750 Ordinary Shares, exercisable immediately at a price per share of $29.42. These options were granted to Mr. Mientkavich in respect of his service as director of the Issuer. (2) Mr. Doron Birger owned as of January 12, 2009 (i) 2,878 Ordinary Shares, (ii) options to purchase from the Issuer 14,000 Ordinary Shares, exercisable immediately at a price per share of $23.96, (iii) options to purchase from the Issuer 25,000 Ordinary Shares, exercisable immediately at a price per share of $17.78, (iv) options to purchase from the Issuer 3,000 Ordinary Shares, exercisable immediately at a price per share of $26.39 and (v) options to purchase from the Issuer 12,000 Ordinary Shares, exercisable immediately at a price per share of $29.42. All these options were granted to Mr. Birger in respect of his service as Chairman or director of the Issuer, as applicable. Page 15 of 24 pages Schedule B Directors and Executive Officers of DEP Technology Holdings Ltd. (as of January 12, 2009) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Doron Birger (1) Director President & Chief Executive Officer of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Rinat Remler Director Vice President, Chief Financial Officer of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Moshe Fourier Director Vice President & Chief Technology Officer of 3 Azrieli Center, The Triangular Tower 42nd Elron. floor, Tel-Aviv 67023, Israel Donna Gershowitz Director General Counsel & Corporate Secretary of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel
(1) See note (2) in Schedule A. Page 16 of 24 pages Schedule C Directors and Executive Officers of Elron Electronic Industries Ltd. (as of January 12, 2009) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Arie Mientkavich (1) Chairman of the Chairman of Elron; Deputy Chairman of Gazit 3 Azrieli Center, The Triangular Tower, 42nd Board of Directors Globe Ltd and Chairman of Gazit Globe Israel floor, Tel-Aviv 67023, Israel (Development) Ltd Ami Erel Director President & Chief Executive Officer of DIC; 3 Azrieli Center, The Triangular Tower, 44th Chairman of NetVision Ltd., Cellcom Israel Ltd. floor, Tel-Aviv 67023, Israel and Koor Industries Ltd. Avraham Asheri Director Director of companies 12 Yoshpe Street, Apt. 7, Mevasseret Zion 90805, Israel Yaacov Goldman External Director Director of companies 39 Nachlieli Street, Hod Hasharon 45355, Israel Gad Arbel External Director Director of companies 96 Hashalom St,. Mevaseret Zion 90805, Israel Prof. Gabriel Barbash Director Director General of the Tel Aviv 14 Zisman Street, Sourasky Medical Center. Ramat Gan 52521, Israel Rona Dankner Director Portfolio Companies Liaison of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Avi Fischer Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Shay Livnat Director President of Zoe Holdings Ltd. 26 Shalva Street, Herzlia Pituach 46705, Israel Dori Manor (*) Director Chief Executive Officer of companies in the motor 103 Kahnman Street, Bney Brak 51553, Israel vehicle sector of the David Lubinski Ltd. group. Ari Bronshtein Director Vice President of DIC 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
Page 17 of 24 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Arie Ovadia Director Director of companies 10 Harav Amiel Street, Tel Aviv, 62223, Israel Doron Birger (2) President and Chief President and Chief Executive Officer of Elron. 3 Azrieli Center, The Triangular Tower, 42nd Executive Officer floor, Tel-Aviv 67023, Israel Moshe Fourier Vice President and Vice President and Chief Technology Officer of 3 Azrieli Center, The Triangular Tower, 42nd Chief Technology Elron. floor, Tel-Aviv 67023, Israel Officer Rinat Remler Vice President, Vice President, Chief Financial Officer of Elron. 3 Azrieli Center, The Triangular Tower, 42nd Chief Financial floor, Tel-Aviv 67023, Israel Officer Assaf Topaz Vice President Vice President of Elron. 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel Yair Cohen Vice President Vice President of Elron 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel Zvika Slovin Vice President Vice President of Elron 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. (1) See note (1) in Schedule A (2) See note (2) in Schedule A Schedule D Directors and Executive Officers of Discount Investment Corporation Ltd. (as of January 12, 2009) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel Clal Industries and Investments Ltd.; Businessman and director of companies. Zehava Dankner Director Director of companies. 64 Pinkas Street, Tel Aviv 62157, Israel Zvi Livnat Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd.
Page 18 of 24 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Avi Fischer Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building Corporation 3 Azrieli Center, The Triangular Tower, 44th Ltd.; Co-Chairman of Shufersal Ltd. floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Co-Managing Director of UKI Investments. 17 High field Gardens, London NW11 9HD, United Kingdom Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd. Taavura Junction, Ramle 72102, Israel Eliahu Cohen Director Director & Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Development. floor, Tel-Aviv 67023, Israel Gideon Lahav Director Director of companies. 124 Ehad Ha-Am Street, Tel-Aviv 65208, Israel Moshe Arad External Director Director of companies. 14 Shay Agnon Street, Jerusalem 92586, Israel Gideon Dover External Director Chief Executive Officer and director of Dover 11 Hamaalot Street, Herzlia B 46583, Israel Medical and Scientific Equipment Ltd. Prof. Niv Ahituv External Director Professor at the Faculty of Management in the Tel 33 Drezner Street, Tel Aviv 69496, Israel. Aviv University. Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 103 Kahnman Street, Bney Brak 51553, Israel of the David Lubinski Ltd. group. Dori Manor (*) Director Chief Executive Officer of companies in the motor 103 Kahnman Street, Bney Brak 51553, Israel vehicle sector of the David Lubinski Ltd. group. Adiel Rosenfeld Director Representative in Israel of the Aktiva group. 42 Ha'Alon Street, Timrat 23840, Israel Ami Erel President and Chief President and Chief Executive Officer of DIC; 3 Azrieli Center, The Triangular Tower, 44th Executive Officer Chairman of NetVision Ltd., Cellcom Israel Ltd. floor, Tel-Aviv 67023, Israel and Koor Industries Ltd. Oren Lieder Senior Vice Senior Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th President floor, Tel-Aviv 67023, Israel
Page 19 of 24 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Raanan Cohen Vice President Vice President of DIC; Chief Executive Officer of 3 Azrieli Center, The Triangular Tower, 44th Koor Industries Ltd. floor, Tel-Aviv 67023, Israel Ari Bronshtein Vice President Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Michel Dahan Vice President and Vice President and Chief Financial Officer of DIC. 3 Azrieli Center, The Triangular Tower, 44th Chief Financial floor, Tel-Aviv 67023, Israel Officer Dr. Yochai Rafaelli Vice President Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Motti Berenstain Comptroller Comptroller of DIC 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France Schedule E Directors and Executive Officers of IDB Development Corporation Ltd. (as of January 12, 2009) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and Clal floor, Tel-Aviv 67023, Israel Industries and Investments Ltd.; Businessman and director of companies. Zehava Dankner Director Director of Companies. 64 Pinkas Street, Tel Aviv 62157, Israel Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd. Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building Corporation Ltd. 3 Azrieli Center, The Triangular Tower, 44th Co-Chairman of Shufersal Ltd. floor, Tel-Aviv 67023, Israel
Page 20 of 24 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Jacob Schimmel Director Co- Managing Director of UKI Investments. 17 High field Gardens, London NW11 9HD, United Kingdom Shay Livnat Director President of Zoe Holdings Ltd. 26 Shalva Street, Herzlia Pituach 46705, Israel Eliahu Cohen Director and Chief Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower 44th Executive Officer floor, Tel-Aviv 67023, Israel Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 103 Kahnman Street, Bney Brak 51553, Israel of the David Lubinski Ltd. group. Dori Manor (*) Director Chief Executive Officer of companies in the motor 103 Kahnman Street, Bney Brak 51553, Israel vehicle sector of the David Lubinski Ltd. group. Abraham Ben Joseph Director Director of companies. 87 Haim Levanon Street, Tel-Aviv 69345, Israel Amos Malka External Director Director of companies. 18 Nahal Soreq Street, Modi'in 71700, Israel Dr. Yoram Margaliyot External Director Senior Lecturer (expert on tax laws) at the 16 Ha'efroni Street, Raanana 43724, Israel Faculty of Law in the Tel Aviv University Irit Izakson Director Director of companies. 15 Great Matityahou Cohen Street, Tel-Aviv 62268, Israel Lior Hannes Senior Executive Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chief Executive Officer of IDB floor, Tel-Aviv 67023, Israel Investments (UK) Ltd. Dr. Eyal Solganik Executive Vice Executive Vice President and Chief Financial 3 Azrieli Center, The Triangular Tower, 44th President and Chief Officer of IDB Development; Chief Financial floor, Tel-Aviv 67023, Israel Financial Officer Officer of IDB Holding. Ari Raved Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Haim Gavrieli Executive Vice Executive Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th President floor, Tel-Aviv 67023, Israel Haim Tabouch Vice President and Vice President and Comptroller of IDB Development; 3 Azrieli Center, The Triangular Tower, 44th Comptroller Comptroller of IDB Holding. floor, Tel-Aviv 67023, Israel Inbal Zion Vice-President & Vice-President & Corporate Secretary of IDBD; 3 Azrieli Center, The Triangular Tower, 44th Corporate Secretary Corporate Secretary of IDBH floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. Page 21 of 24 pages Schedule F Directors and Executive Officers of IDB Holding Corporation Ltd. (as of January 12, 2009) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel and Chief Executive Clal Industries and Investments Ltd.; Businessman Officer and director of companies. Isaac Manor (*) Deputy Chairman of Chairman of companies in the motor vehicle sector 103 Kahnman Street, Bney Brak 51553, Israel the Board of of the David Lubinski Ltd. group. Directors Arie Mientkavich (1) Vice Chairman of Chairman of Elron; Deputy Chairman of Gazit 14 Betzalel Street, Jerusalem 94591, Israel the Board of Globe Ltd. and Chairman of Gazit Globe Israel Directors (Development) Ltd. Zehava Dankner Director Director of Companies 64 Pinkas Street, Tel Aviv 62157, Israel Lior Hannes Director Senior Executive Vice President of IDB 3 Azrieli Center, The Triangular Tower, 44th Development; Chief Executive Officer of IDB floor, Tel-Aviv 67023, Israel Investments (UK) Ltd. Refael Bisker Director Chairman of Property and Building Corporation 3 Azrieli Center, The Triangular Tower, 44th Ltd.; Co-Chairman of Shufersal Ltd. floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Director of UKI Investments. 17 High field Gardens, London NW11 9HD, United Kingdom Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd. Taavura Junction, Ramle 72102, Israel Eliahu Cohen Director Director and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Development. floor, Tel-Aviv 67023, Israel Dori Manor (*) Director Chief Executive Officer of companies in the motor 103 Kahnman Street, Bney Brak 51553, Israel vehicle sector of the David Lubinski Ltd. group.
Page 22 of 24 pages
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Meir Rosenne Director Attorney. 8 Oppenheimer Street, Tel Aviv 69395, Israel Shmuel Lachman External Director Information technology consultant 9A Khilat Jatomir Street, Tel Aviv 69405, Israel Zvi Dvoresky External Director Chief Executive Officer of Beit Kranot Trust Ltd. 12 Harofeh Street, Ahuza, Haifa 34366, Israel Zvi Livnat Director and Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Executive Vice Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel President Officer of Clal Industries and Investments Ltd. Avi Fischer Executive Vice Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th President Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; Executive 3 Azrieli Center, The Triangular Tower, 44th Officer Vice President and Chief Financial Officer of IDB floor, Tel-Aviv 67023, Israel Development. Haim Tabouch Comptroller Comptroller of IDB Holding; Vice President and 3 Azrieli Center, The Triangular Tower, 44th Comptroller of IDB Development. floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. (1) See note (1) in Schedule A Page 23 of 24 pages EXHIBIT 1 Summary of the Loan Agreement, Debenture and Deed of Pledge On December 1, 2008 RDC executed an agreement (the "Agreement") with Bank Mizrahi Tefahot Ltd. (the "Bank"), to provide RDC with a $10 million credit line to be utilized no later than on August 31, 2009. During this period, RDC may draw down loans from the credit line for a two-year period bearing interest at a rate of three months LIBOR +4%. Loans drawn down from the credit line may be prepaid without penalty on any interest payment date, provided that each such prepayment shall be at least in the amount of $250,000. As part of the Agreement, RDC committed to certain covenants including: 1. depositing all of RDC's receivables in accounts at the Bank. 2. not making, or agreeing to make, loans available to RDC's shareholders and not repaying future loans received from such shareholders without the prior consent of the Bank; and moreover, any funds or loans granted or which may be granted to its shareholders shall be subordinated to any debt to or credit from the Bank. 3. not distributing dividends to RDC's shareholders without the prior written consent of the Bank. 4. ensuring that there is no change in control of RDC without the prior consent of the Bank. 5. not obtaining other credit lines without the prior written consent of the Bank. 6. as well as other customary default provisions in credit line arrangements. In addition, as a condition to the drawdown of loans under the Agreement, RDC has created the following charges in favor of the Bank: (i) a first priority fixed charge on (A) such amount of Given Imaging Ltd. shares held by RDC, such that the market value of such shares represents at any given time at least 200%[*] of the aggregate of all outstanding loans drawn down under the Agreement (the "Pledged Shares") and all rights and benefits related to such Pledged Shares, and (B) RDC's goodwill, share capital and tradable documents; and (ii) a first priority floating charge on all of RDC's assets and property, all subject to the terms and conditions set forth in the Debenture and Deed of Pledge executed by RDC in connection therewith. Such Debenture and Deed of Pledge contain, inter alia, customary covenants and default provisions including the right to call all amounts due to the Bank from RDC for immediate payment and realize the Deed of Pledge. One of the default provisions set forth under the Deed of Pledge relates to the reduction in the market value of the Pledged Shares, and a "stop-loss" annex was executed in connection therewith. Under such "stop-loss" annex, inter alia, if at any given time, the market value of the Pledged Shares is lower than 165% of the outstanding amount of loans drawn down under the Agreement, RDC shall pledge such number of additional shares such that the market value of the Pledged Shares reverts back to the aforesaid 200%, or repay the loans - in whole or in part at the Bank's discretion, within 15 business days. If RDC should fail to do so within such 15 business days, or should the market value of the Pledged Shares drops below 160% of the outstanding amount of such loans, it shall be considered a default. The Deed of Pledge secures the complete repayment of all amounts due by RDC to the Bank with respect to the credit line provided by the Bank, without limitation of amount. RDC created a floating charge over all its assets and first ranking fixed pledge over its uncalled and/or called but unpaid share capital and its goodwill, and certain documents as described thereunder (the "Charge"). RDC granted the Bank an irrevocable proxy to realize the Charge and to sell the charged assets upon an event of default. Under the Debenture and Deed of Pledge, RDC made customary representations, warranties and covenants, including certain limitations over (i) the transfer of the Pledged Share and (ii) the transfer and/or pledge of assets and/or making payment to its shareholders. - ---------- [*] In the event that the Pledged Shares' market value represents at least 250% of the aggregate amount of outstanding loans granted to RDC at such time, then, up to 80% of such amount of Pledged Shares which exceeds the aforementioned 250%, may be used as part of the required security to any additional withdraw of loans. In an event of default, the Bank would be entitled to make use of such share transfer deeds and such proxy, in order to transfer the Initial Pledged Shares to the Bank's or any third party's name. Page 24 of 24 pages -----END PRIVACY-ENHANCED MESSAGE-----