6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: March 2019

Commission File Number: 001-35378

Gazit-Globe Ltd.

(Translation of registrant’s name into English)

State of Israel

(Jurisdiction of incorporation or organization)

10 Nissim Aloni St.

Tel-Aviv, Israel 6291924

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒  Form 20-F     ☐  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

CONTENTS

Modification to Method for U.S. Shareholders to Accept Self-Tender Offer by Gazit-Globe

Reference is hereby made to the “Ordinary Tender Offer Buyback Specification for the Acquisition of Ordinary Shares” (the “Tender Offer Statement”) that Gazit-Globe Ltd. (the “Company”) appended as Exhibit 99.1 to its Tender Offer/Rights Offering Notification Form on Form CB (file number 005-86529) that it filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2019.

As described in the Tender Offer Statement, the Company launched, on March 18, 2019, a self-tender offer (the “Offer”) to purchase up to 10 million of the Company’s ordinary shares, par value 1.0 New Israeli Shekels (“NIS”) per share (“ordinary shares”), constituting 5.3% of the Company’s issued and paid up share capital, at a purchase price of NIS 29 (approximately US $8.04) per share. The Offer will expire for all shareholders of the Company on April 1, 2019.

The method by which U.S. shareholders may accept the Offer has been modified relative to what was described in the Tender Offer Statement. In order to accept the Offer, a U.S. shareholder needs to transfer his, her or its ordinary shares to a brokerage account on the Tel Aviv Stock Exchange (the “TASE”). Once a shareholder’s brokerage account is established on the TASE, the shareholder can request that the broker initiate an acceptance of the Offer. The Offer expires at 2 pm (Israel time) on Monday, April 1, 2019, so an acceptance of the Offer must be initiated prior to that time. Acceptance of the offer cannot be effected directly through a U.S. shareholder’s existing brokerage account in the over-the-counter market in the United States.

In order to initiate a transfer of one’s ordinary shares to the TASE, a U.S. shareholder should contact his, her or its broker, which can contact American Stock Transfer & Trust Company (“AST”), the Company’s transfer agent in the U.S., which can guide the broker as to how that transfer can be made. The telephone of the Company’s relationship manager at AST is (718) 921-8521.

Israel Discount Bank Ltd. (the “Lead Coordinator”) serves as the coordinator for the Offer. The offices of the Lead Coordinator with respect to the Offer are 23 Yehuda Halevi Street, Tel Aviv, and the Lead Coordinator can be contacted at telephone at +972-76-8055623, or by fax to +972-76-8890884 in order to answer any questions related to the Offer and how to effect an acceptance of the Offer.

A press release describing the Offer and the method whereby U.S. shareholders may tender their ordinary shares pursuant to the Offer is annexed as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

As previously reported by the Company on March 8, 2019, the Company has filed, on March 8, 2019, a Form 15F to deregister, and terminate its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, the ordinary shares. The duty of the Company to file and furnish reports under the Exchange Act was suspended immediately upon the filing of the Form 15F. The furnishing of this Report of Foreign Private Issuer on Form 6-K solely in order to provide the information described herein with respect to the Offer shall not be construed as an admission that the Company remains subject to the reporting obligations under the Exchange Act. The Company expects that the Exchange Act deregistration and the termination of its duty to file reports will become effective 90 days after the filing of the Form 15F with the SEC.

Forward Looking Statements

This Form 6-K, including the exhibit hereto, may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of known and unknown risks and uncertainties, many of which are outside our control that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks detailed in our public filings with the U.S. Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to update any forward-looking or other statements herein, whether as a result of new information, future events or otherwise.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Gazit-Globe Ltd.
Date: March 25, 2019	By:	/s/ Adi Jemini
	Name:	Adi Jemini
	Title:	Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press release describing method for acceptance of self-tender offer of Gazit-Globe Ltd. by its U.S. shareholders

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

Gazit Globe Updates U.S. Shareholders as to How to Accept Self Tender-Offer for Up to 10 Million of its Ordinary Shares

Tel Aviv; March 25, 2019 - Gazit-Globe (TASE: GZT), a leading global real estate company focused on the ownership, management and development of retail and mixed use properties in major urban markets in North America, Brazil, Israel, Northern, Central and Eastern Europe, has provided to its U.S. shareholders updated information concerning its ongoing self-tender offer (the “Tender Offer”). As previously reported in its Form CB filed with the Securities and Exchange Commission (including the English translation of the Israeli tender offer document appended thereto as Exhibit 99.1, which contained additions to address U.S. shareholders), Gazit commenced on March 18, 2019 an offer to purchase up to 10 million ordinary shares —— at a purchase price of NIS 29 (approximately US $8.04) per share. The offer expires at 2 pm (Israel time) on Monday, April 1, 2019.

The closing price of the ordinary shares on the Tel Aviv Stock Exchange on March 17, 2019, the last trading day prior to the launch, was NIS 28.01 (approximately US $7.77) per share. The shares subject to the Tender Offer constitute, as of the current time, 5.3% of Gazit’s issued and outstanding shares. Gazit will fund the purchase of shares in the Tender Offer with available resources.

In order to accept the Tender Offer, a U.S. shareholder needs to transfer his, her or its ordinary shares to a brokerage account on the Tel Aviv Stock Exchange (the “TASE”). Once a TASE brokerage account has been established, the shareholder can request that the broker initiate an acceptance of the Tender Offer. An acceptance of the Tender Offer cannot be effected directly through a U.S. shareholder’s existing brokerage account in the over-the-counter market in the United States.

A U.S. shareholder that desires to accept the Tender Offer should contact (or request that its U.S. broker contact) Gazit’s relationship manager at American Stock Transfer & Trust Company, Gazit’s transfer agent in the United States, at (718) 921-8521, in order to initiate the transfer of shares to the TASE.

Israel Discount Bank Ltd. (the “Lead Coordinator”) serves as the coordinator for the Tender Offer. The offices of the Lead Coordinator with respect to the Tender Offer are 23 Yehuda Halevi Street, Tel Aviv, and the Lead Coordinator can be contacted at telephone at +972-76-8055623, or by fax to +972-76-8890884 in order to answer any questions related to the Tender Offer and how to effect an acceptance of the Tender Offer.

None of Gazit, its Board of Directors, or the Lead Coordinator has made or will make any recommendations to shareholders as to whether to tender or refrain from tendering their shares in the Tender Offer. Shareholders must make their own decision as to whether, and how many shares, they will tender, if any.

Important information regarding the Tender Offer

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell ordinary shares of Gazit.  The Tender Offer described in this press release has not yet been consummated, and there can be no assurances that the Company will consummate the Tender Offer on the terms described in this press release or at all.  The Tender Offer is being made only pursuant to the English translation of the Israeli Tender Offer document, which Gazit has filed with the Securities and Exchange Commission (the “SEC”), as modified in part by the information provided in this press release.  Shareholders and investors should read carefully that document, together with this press release, because they contain important information, including the various terms of, and conditions to, the Tender Offer. Shareholders and investors may obtain a free copy of the English translation of the Israeli Tender Offer document at the SEC’s website at www.sec.gov, at https://www.gazitglobe.com/investor-relations/, or by calling Gazit’s Investor Relations department, at +972-3-694-8000.

About Gazit

Gazit Globe is a leading global real estate company focused on the ownership, management and development of retail and mixed use properties in North America, Brazil, Israel, northern, central and Eastern Europe, located in urban growth markets. Gazit Globe is listed on the New York Stock Exchange (NYSE: GZT) and the Tel Aviv Stock Exchange (TASE: GZT) and is included in the TA-35 index in Israel. As of September 30, 2018, Gazit Globe owns and operates 101 properties, with a gross leasable area of approximately 2.5 million square meters and a total value of approximately NIS 38.6 billion. In addition, as of September 30, 2018, Gazit Globe owned 31.3% of First Capital Realty Inc.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not statements of historical fact. Forward-looking statements herein include those statements regarding Gazit’s ability to execute its operating plan and future financial performance and any other statements that are not statements of historical fact. These statements may be identified, without limitation, by the use of forward-looking terminology such as “anticipates”, “expects,” “will” or comparable terms or the negative thereof. Such statements are based on management’s current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Gazit and not all of which are known to Gazit, including, without limitation, general business and financial risks such as those risk factors described from time to time in Gazit’s reports filed with or furnished to the Israel Securities Authority and Tel Aviv Stock Exchange, which are also available at https://www.gazitglobe.com/investor-relations/. Other risks and uncertainties include those concerning the commencement and completion of the Tender Offer. Investors should keep in mind that Gazit’s financial results in any particular period may not be indicative of future results. Gazit is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law.