SEC Form SCHEDULE 13G filed by Enlight Renewable Energy Ltd.
$ENLT
Electric Utilities: Central
Utilities
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Enlight Renewable Energy Ltd (Name of Issuer) |
Ordinary Shares, NIS 0.1 par value per share (Title of Class of Securities) |
676767908 (CUSIP Number) |
12/31/2023 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 676767908 |
| 1 | Names of Reporting Persons
Harel Insurance Investments & Financial Services Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,554,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: * With regard to the date of event that requires filing, see the explanatory note in Item 4.
With regard to Rows (6), (8) and (9), please see Item 4.
Row (11) is based on 119,095,640 Ordinary Shares issued and outstanding as of March 15, 2025 (as reported by the Issuer in Exhibit 99.1 to its Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 28, 2025).
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Enlight Renewable Energy Ltd | |
| (b) | Address of issuer's principal executive offices:
13 Amal Street, Afek Industrial Park, Rosh Ha'ayin, Israel, 4809249 | |
| Item 2. | ||
| (a) | Name of person filing:
Harel Insurance Investments & Financial Services Ltd. | |
| (b) | Address or principal business office or, if none, residence:
3 Aba Hillel Street, Ramat Gan 52118, Israel | |
| (c) | Citizenship:
Israel | |
| (d) | Title of class of securities:
Ordinary Shares, NIS 0.1 par value per share | |
| (e) | CUSIP No.:
676767908 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The number of Ordinary Shares reported in this Statement above as beneficially owned by the Reporting Person represents the number of Ordinary Shares beneficially owned by the Reporting Person on March 31, 2025, of which (i) 10,887,596 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 680,510 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 3,986,589 Ordinary Shares are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 3,986,589 Ordinary Shares covered by this Statement as of March 31, 2025.
EXPLANATORY NOTE: The Reporting Person inadvertently omitted to file its statement on beneficial ownership pursuant to Rule 13d-1 promulgated under the Securities Exchange Act of 1934, as amended, with respect to the Ordinary Shares it beneficially owned as of December 31, 2023, September 30, 2024 and October 9, 2024 and the Reporting Person is accordingly reporting in this Statement below the Ordinary Shares beneficially owned by it on such dates as well.
1. The Reporting Person first beneficially owned Ordinary Shares exceeding 10% of the Company's issued and outstanding shares on October 9, 2024, on which date, the Reporting Person beneficially owned (i) 10,446,234 Ordinary Shares for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 561,888 Ordinary Shares held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 861,072 Ordinary Shares for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 861,072 Ordinary Shares as of October 9, 2024.
2. On September 30, 2024, the Reporting Person beneficially owned (i) 10,393,305 Ordinary Shares for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 563,934 Ordinary Shares held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 861,074 Ordinary Shares for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 861,074 Ordinary Shares as of September 30, 2024.
3. On December 31, 2023, the Reporting Person beneficially owned (i) 9,132,578 Ordinary Shares for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 557,305 Ordinary Shares held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 390,776 Ordinary Shares for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 390,776 Ordinary Shares as of December 31, 2023. | |
| (b) | Percent of class:
See Row (11) of the cover page of the Reporting Person above. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
See Row (6) of the cover page of the Reporting Person above and note in Item 4 above. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row (8) of the cover page of the Reporting Person above and note in Item 4 above. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|