CUSIP No. 686688102
|
13G
|
Page 2 of 10 Pages
|
1
|
NAME OF REPORTING PERSONS
Itshak Sharon (Tshuva)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
2,922,271.28 (*)
|
||
7
|
SOLE DISPOSITIVE POWER
---
|
||
8
|
SHARED DISPOSITIVE POWER
2,922,271.28 (*)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,271.28 (*)
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.77% (*) (**)
|
||
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
CUSIP No. 686688102
|
13G
|
Page 3 of 10 Pages
|
1
|
NAME OF REPORTING PERSONS
Delek Group Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
2,922,271.28 (*)
|
||
7
|
SOLE DISPOSITIVE POWER
---
|
||
8
|
SHARED DISPOSITIVE POWER
2,922,271.28 (*)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,271.28 (*)
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.77% (*) (**)
|
||
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
CUSIP No. 686688102
|
13G
|
Page 4 of 10 Pages
|
1
|
NAME OF REPORTING PERSONS
The Phoenix Holding Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
2,922,271.28 (*)
|
||
7
|
SOLE DISPOSITIVE POWER
---
|
||
8
|
SHARED DISPOSITIVE POWER
2,922,271.28 (*)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,271.28 (*)
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.77% (*) (**)
|
||
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
Item 1.
|
(a) Name of Issuer:
|
(b)
|
Address of Issuer's Principal Executive Offices:
|
Item 2. (a)
|
Name of Person Filing:
|
1.
|
Itshak Sharon (Tshuva)
|
2.
|
Delek Group Ltd.
|
3.
|
The Phoenix Holdings Ltd.
|
(b)
|
Address of Principal Business Office:
|
The address of Itshak Sharon (Tshuva) and Delek Investments and Properties Ltd. is 7 Giborei Israel Street, P.O.B. 8464, Netanya, 42504, Israel.
|
The address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
|
(c)
|
Citizenship:
|
1. Itshak Sharon (Tshuva) - Israel
|
2. Delek Group Ltd. - Israel
|
3. The Phoenix Holdings Ltd. - Israel
|
(d)
|
Title of Class of Securities:
|
(e)
|
CUSIP Number:
|
Item 3.
|
Not applicable.
|
Item 4.
|
Ownership:
|
(a)
|
Amount beneficially owned:
|
See row 9 of cover page of each reporting person.
|
As of December 31, 2018, the securities reported herein were held as follows:
|
Ordinary Shares
|
Percentage of total Ordinary Shares outstanding
|
|||||||
Excellence "nostro" accounts
|
--
|
--
|
||||||
Excellence provident funds
|
1,107
|
0.00
|
%
|
|||||
Excellence trust funds
|
29,001.03
|
0.06
|
%
|
|||||
Excellence ETF's
|
507,568.05
|
1.00
|
%
|
|||||
The Phoenix "nostro" accounts
|
168,387
|
0.33
|
%
|
|||||
The Phoenix pension
|
--
|
--
|
||||||
Linked insurance policies of Phoenix
|
9,199.90
|
0.02
|
%
|
|||||
Partnership for Israeli shares (1)
|
1,944,405.55
|
3.84
|
%
|
|||||
Partnership for investing in shares
indexes (1)
|
262,602.75
|
0.52
|
%
|
|||||
Partnership for international shares (1)
|
--
|
--
|
Ordinary Shares
|
Percentage of total Ordinary Shares outstanding
|
|||||||
Excellence "nostro" accounts
|
--
|
--
|
||||||
Excellence provident funds
|
60,633.92
|
0.12
|
%
|
|||||
Excellence trust funds
|
17,436.03
|
0.03
|
%
|
|||||
Excellence ETF's
|
494,558.24
|
0.98
|
%
|
|||||
The Phoenix "nostro" accounts
|
117,147
|
0.23
|
%
|
|||||
The Phoenix pension
|
--
|
--
|
||||||
Linked insurance policies of Phoenix
|
14,265.90
|
0.03
|
%
|
|||||
Partnership for Israeli shares (1)
|
1,700,975.55
|
3.36
|
%
|
|||||
Partnership for investing in the TA 125 (1)
|
147,817.64
|
0.29
|
%
|
|||||
Partnership for international shares (1)
|
--
|
--
|
(b)
|
Percent of class:
|
See row 11 of cover page of each reporting person
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote:
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be beneficial
owner of more than 5 percent of the class of securities, check the following ☒.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another:
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person:
|
Item 8.
|
Identification and Classification of Members of the Group:
|
Item 9.
|
Notice of Dissolution of Group:
|
Item 10.
|
Certification:
|
Itshak Sharon (Tshuva)
/s/ Itshak Sharon (Tshuva)
By: Itshak Sharon (Tshuva)
|
Delek Group Ltd.
/s/ Leora Pratt Levin
By: Leora Pratt Levin*
Title: V.P. Legal Affairs
|
/s/Gabi Last*
By: Gabi Last*
Title: Chairman
|
The Phoenix Holdings Ltd.
/s/ Eli Schwartz
By: Eli Schwartz**
Title: Chief Financial Officer
|
/s/ Menachem Neeman
By: Menachem Neeman**
Title: Chief Legal Counsel and Corporate Secretary
|
EXHIBIT NO.
|
DESCRIPTION
|
Exhibit 1
|
Agreement of Joint Filing by and among the Reporting Persons, dated as of February13, 2019.
|
Exhibit 2
|
Notice of resolution of the Board of Directors of Delek Group Ltd., dated as of February
7, 2018.
|
Exhibit 3
|
Notice of resolution of the Board of Directors of the Phoenix Holdings
Ltd., dated as of January 30, 2018.
|
Itshak Sharon (Tshuva)
/s/ Itshak Sharon (Tshuva)
By: Itshak Sharon (Tshuva)
|
Delek Group Ltd.
/s/ Leora Pratt Levin
By: Leora Pratt Levin*
Title: V.P. Legal Affairs
|
/s/Gabi Last*
By: Gabi Last*
Title: Chairman
|
The Phoenix Holdings Ltd.
/s/ Eli Schwartz
By: Eli Schwartz**
Title: Chief Financial Officer
|
|
/s/ Menachem Neeman
By: Menachem Neeman**
Title: Chief Legal Counsel and Corporate Secretary
|
1.
|
The signature of the Chairman of the Board of Directors and the General Manager of the Company together, or the
signature of one of them with the addition of a director from Group A, shall bind the Company in any matter for an unlimited amount.
|
2.
|
The signatures of two directors from Group A (who are not a director and his subordinate, and excluding directors
who are the subordinates of the General Manager of the Company) shall bind the Company in any matter up to a sum of NIS 400,000,000.
|
3.
|
***
|
4.
|
***
|
5.
|
***
|
6.
|
***
|
7.
|
***
|
Group A |
Group B
|
***
|
***
|
***
|
***
|
***
|
|
***
|
|
Eli Schwartz - Chief Financial Officer
|
|
Menachem Neeman - Chief Legal
counsel and Corporate Secretary
|
|
/s/ Mor Albojm Goldberg
Mor Albojm Goldberg, Advocate
|