SEC Form SC 13G filed by Partner Communications Company Ltd.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
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(Rule 13d-102)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
PARTNER COMMUNICATIONS COMPANY LTD
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(Name of Issuer)
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Ordinary Shares
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(Title of Class of Securities)
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70211M109
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(CUSIP Number)
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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1. |
Name of Reporting Person
Migdal Insurance & Financial Holdings Ltd
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2. |
Check the Appropriate Box if a Member of a Group
(a) ☒
(b) ☐
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3. |
SEC Use Only
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4. |
Place of Organization
Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5. |
Sole Voting Power
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6. |
Shared Voting Power
16,784,610 Ordinary Shares *
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power
16,784,610 Ordinary Shares *
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,784,610 Ordinary Shares *
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐
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11. |
Percent of Class Represented by Amount in Row (9)
9.01%**
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12. |
Type of Reporting Person :
HC
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(a) |
Name of Issuer:
PARTNER COMMUNICATIONS COMPANY LTD
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(b) |
Address of Issuer’s Principal Executive Offices:
P.O.B. 435 , Rosh Ha'ain 481032
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(a)-(c) |
Name of Person Filing, address and citizenship:
The foregoing entity is referred to as the “Reporting Person” in this Statement:
Migdal Insurance & Financial Holdings Ltd., an Israeli public company, with a principal business address at 4 Efal
Street; P.O. Box 3063; Petach Tikva 49512, Israel.
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(d) |
Title of Class of Securities:
Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”)
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(e) |
CUSIP Number:
70211M109
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
Not Applicable. |
Item 4. |
Ownership
Of the 16,784,610 Ordinary Shares reported in this
Statement as beneficially owned by the Reporting Person (i) 16,609,610 Ordinary Shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and
insurance policies, which are managed by direct and indirect subsidiaries of Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 2,769,716 Ordinary Shares are held by companies for the management of funds for joint investments in trusteeship, each of which operates under independent management and makes independent voting and
investment decisions, and (iii) 175,000 are beneficially held for their own account (Nostro account). Consequently, this Statement shall not be construed as an admission by the Reporting Person that
it is the beneficial owner of 16,784,610 Ordinary Shares reported in this Statement except as set forth above, see items 5-11 of the cover pages hereto for beneficial ownership, percentage of class
and dispositive power of the Reporting Person, which are incorporated herein.
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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 the 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 Person
Not Applicable. |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
See Exhibit below. |
Item 8. |
Identification and Classification of Members of the Group
Not Applicable. |
Item 9. |
Notice of Dissolution of Group
Not Applicable. |
Subsidiary Name
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Type of Subsidiary
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Migdal Insurance Company ltd.
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FI
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Migdal Makefet Pension and Provident Funds ltd.
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FI
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Yozma Pension Fund for Self Employed Ltd.
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FI
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Migdal Mutual Funds Ltd
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FI
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January 24, 2023
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MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.
BY: /s/ Tal Cohen
authorized signatory of MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.
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