SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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 July 2019
B Communications Ltd.
(Name of Registrant)
2 Dov Friedman Street, Ramat Gan 5250301, Israel
(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): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
B Communications Ltd.
EXPLANATORY NOTE
The following exhibit is attached:
| 99.1 | Update Regarding Searchlight Transaction and Court Petition |
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SIGNATURE
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.
| B Communications Ltd. | ||
| (Registrant) | ||
| By | /s/ Ami Barlev | |
| Ami Barlev | ||
| Chief Executive Officer | ||
Date: July 8, 2019
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Update Regarding Searchlight Transaction and Court Petition |
Notes
This report is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. We will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.
In view of the latest developments, the Company wishes to clarify that it will also issue, in addition to the current reporting situation, reports according to the “Hybrid Disclosure Model” pursuant to the rules of the Israel Securities Authority
Forward-Looking Statements
This report contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in B Communications’ filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.
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Exhibit 99.1
Re: Update Regarding Searchlight Transaction and Court Petition
Ramat Gan, Israel – July 8, 2019 – B Communications Ltd. (the “Company”) (NASDAQ Global Select Market and TASE: BCOM).
Further to the Company’s report dated June 24, 2019 regarding the entering into and signing the agreement with Searchlight Capital Partners (“SCP”), and as part of the process of advancing the transaction with SCP, we now report that we filed with the Tel Aviv District Court (the “Court”), pursuant to the provisions of Section 350 (a) of the Israeli Companies Law, a petition to have the Court order that meetings of the Company’s shareholders and Debenture Holders (Series B and Series C) (“Meetings”) be convened.
The purpose of the Meetings will be to approve the transaction documents as agreed among the Company, SCP, a company under control of the Furer family and Internet Gold-Golden Lines Ltd. (“IGLD”) pursuant to the debenture holders’ approval. The agreements are the same as previously reported.
The Court is expected to review the transaction, set a timeline for response and order that the Meetings be convened.
To the Company’s knowledge, IGLD has filed a similar petition.
We also wish report that the purchasers SCP and Furer have filed a control permit request.
Ami Barlev, CEO of the Company said: “This petition to the court is an important and critical step in moving the transaction forward. We wish to reiterate that we believe this transaction represents an opportunity to introduce new and experienced controlling shareholders to the company and to Bezeq. We are extremely thankful to all the involved parties including the debenture holders’ representatives and the trustees who are all working tirelessly to push this transaction forward with all its complexities.”
We will continue to report on material developments.