CUSIP No. M8740S227
|
13G
|
Page 2 of 9 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) ☒
|
||
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
516,381.26 (*)(**)
|
||
7 |
SOLE DISPOSITIVE POWER
---
|
||
8 |
SHARED DISPOSITIVE POWER
516,381.26 (*)(**)
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,381.26 (*)(**)
|
||
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
5.82% (*) (**) (***)
|
||
12 |
TYPE OF REPORTING PERSON (See instructions)
IN
|
CUSIP No. M8740S227
|
13G
|
Page 3 of 9 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) ☒
|
||
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
516,381.26 (*)(**)
|
||
7 |
SOLE DISPOSITIVE POWER
---
|
||
8 |
SHARED DISPOSITIVE POWER
516,381.26 (*)(**)
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,381.26 (*)(**)
|
||
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
5.82% (*) (**) (***)
|
||
12 |
TYPE OF REPORTING PERSON (See instructions)
CO
|
CUSIP No. M8740S227
|
13G
|
Page 4 of 9 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) ☒
|
||
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
516,381.26 (*)(**)
|
||
7 |
SOLE DISPOSITIVE POWER
---
|
||
8 |
SHARED DISPOSITIVE POWER
516,381.26 (*)(**)
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,381.26 (*)(**)
|
||
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
5.82% (*) (**) (***)
|
||
12 |
TYPE OF REPORTING PERSON (See instructions)
CO
|
(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 Holding Ltd.
|
(b)
|
Address of Principal Business Office:
|
(c)
|
Citizenship:
|
1. Itshak Sharon (Tshuva) - Israel
|
2. Delek Group Ltd. - Israel
|
3. The Phoenix Holding 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.
|
Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement, and each of Filing Persons and Subsidiaries disclaims beneficial ownership of any such Ordinary Shares.
|
Ordinary Shares
|
Percentage of total Ordinary Shares outstanding
|
|||||||
Excellence "nostro" accounts
|
--
|
--
|
||||||
Excellence pension and provident funds
|
--
|
--
|
||||||
Excellence trust funds
|
17,100
|
0.19
|
%
|
|||||
Excellence ETF's
|
21,138.26
|
0.24
|
%
|
|||||
The Phoenix "nostro" accounts
|
91,641
|
1.03
|
%
|
|||||
The Phoenix pension and provident funds
|
--
|
--
|
||||||
Linked insurance policies of Phoenix
|
--
|
--
|
||||||
Linked insurance policies of Phoenix - Partnership for Israeli shares (1)
|
386,502
|
4.36
|
%
|
|||||
Linked insurance policies of Phoenix - Partnership for investing in the TA 125 (1)
|
--
|
--
|
||||||
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:
See row 5 of cover page of each reporting person
|
(ii)
|
Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
|
(iii)
|
Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
|
(iv)
|
Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
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 Holding 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 October 29, 2018.
|
|
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 Holding 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 Holding 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
|