FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of
1934
For September 26, 2016
Commission File Number: 001-33271
CELLCOM ISRAEL LTD.
10 Hagavish Street
Netanya, Israel 42140
________________________________________________
(Address of principal executive
offices)
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 __
X
__ 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 the
registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No __
X
__
If “Yes” is marked,
indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not Applicable
cellcom
israel announces filing
of
supplemental shelf offering report in israel
Netanya, Israel –September 25,
2016
– Cellcom Israel Ltd. (NYSE: CEL) (TASE: CEL) (hereinafter: the "Company") announced that following the
Company's previously announced possible debt raising in Israel, the Company filed today a supplemental shelf offering report, or
Offering Report, with the Israel Securities Authority and the Tel Aviv Stock Exchange, or TASE, under the Company's shelf prospectus
. Pursuant to the Offering Report, the Company is offering, in Israel only, new series J debentures in an aggregate principal amount
of up to NIS 125,000,000, and new series K debentures in an aggregate principal amount of up to NIS 355,556,000
.
The series J and series
K debentures are unsecured and contain standard terms and conditions in addition to certain additional undertakings by the Company
generally similar to the terms of the Company's existing Series G and Series H debentures, as detailed in the Company's annual
report for the year ended December 31, 2016, dated March 21, 2016, on Form 20-F, or the Company's Annual Report 2015, under “Item
5 – Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Debt Service –
Public Debentures”. The debentures will be listed for trading on the TASE.
The Company has received
early commitments from institutional investors for the purchase of the following:
·
Series J debentures in an aggregate principal amount of approximately NIS 100 million at an interest rate of no more than
2.45% per annum, with principal and interest linked to the Israeli Consumer Price Index. The series will be sold at par value (NIS
1,000 per unit); and
·
Series
K debentures in an aggregate principal amount of NIS 300 million, at an interest rate no of more than 3.55% per annum, without
linkage. The series will be sold at par value (NIS 1,000 per unit).
In consideration for
making early commitments, the institutional investors will receive an early commitment commission in the amount of 0.7% for series
J and 0.7% for series K. The public tender for both series of debentures is expected to be held on Sunday, September 25, 2016.
The aggregate amount
that the Company expects to pay in arrangement fees and other expenses in connection with this offering (assuming total consideration
of approximately NIS 481 million), including the aforesaid commitment commissions, is approximately NIS 4.5 million. The Company
estimates that the net proceeds from the Offering, if completed, will be approximately NIS 476 million, after deduction of the
arrangers’ fees and other estimated expenses.
The Company intends
to use the net proceeds from the offering for general corporate purposes, which may include financing its operating and investment
activity, refinancing of outstanding debt under its debentures and other credit facilities, and dividend distributions, subject
to certain restrictions that apply to dividend distributions made by the Company and to the decisions of the Company’s board
of directors from time to time.
For additional details
of the Company's Israeli shelf prospectus, the Company's public debentures and other credit facilities see the Company's Annual
Report 2015 under "Item 5. Liquidity and Capital Resources – Debt Service" and "Other Credit Facilities";
for details of the Company's dividend policy see the Company's Annual Report 2015 under “Item 8. Financial Information -
A. Consolidated Statements and Other Financial Information - Dividend Policy”.
The offering
described in this press release will be made only in Israel and only to residents of Israel. The said debentures will not be registered
under the U.S. Securities Act
of 1933 and will not be offered or
sold in the United States or to U.S. persons. This press release shall not constitute an offer to sell or the solicitation of an
offer to buy any debentures.
Forward looking statements
The information included in this press
release contains, or may be deemed to contain, forward-looking statements (as defined in the U.S. Private Securities Litigation
Reform Act of 1995 and the Israeli Securities Law, 1968). Said forward-looking statements, relating to the execution of the offering
and the amount to be raised are subject to uncertainties and assumptions about market conditions and sufficient offers received
for an adequate interest rate. The actual conditions could lead to materially different outcome than that set forth above.
About Cellcom Israel
Cellcom Israel Ltd., established in 1994,
is the largest Israeli cellular provider; Cellcom Israel provides its approximately 2.812 million cellular subscribers (as at June
30, 2016) with a broad range of value added services including cellular telephony, roaming services for tourists in Israel and
for its subscribers abroad and additional services in the areas of music, video, mobile office etc., based on Cellcom Israel's
technologically advanced infrastructure. The Company operates an LTE 4 generation network and an HSPA 3.5 Generation network enabling
advanced high speed broadband multimedia services, in addition to GSM/GPRS/EDGE networks. Cellcom Israel offers Israel's broadest
and largest customer service infrastructure including telephone customer service centers, retail stores, and service and sale centers,
distributed nationwide. Through its broad customer service network Cellcom Israel offers technical support, account information,
direct to the door parcel delivery services, internet and fax services, dedicated centers for hearing impaired, etc. Cellcom Israel
further provides OTT TV services (as of December 2014), internet infrastructure (as of February 2015) and connectivity services
and international calling services, as well as landline telephone communication services in Israel, in addition to data communication
services. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For
additional information please visit the Company's website http://investors.cellcom.co.il/
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Company Contact
Shlomi Fruhling
Chief Financial Officer
investors@cellcom.co.il
Tel: +972 52 998 9755
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Investor Relations Contact
Ehud Helft
GK Investor & Public Relations
In partnership with LHA
cellcom@GKIR.com
Tel: +1 617 418 3096
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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.
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CELLCOM ISRAEL
LTD.
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Date:
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September 26, 2016
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By:
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/s/ Liat Menahemi Stadler
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Name:
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Liat Menahemi Stadler
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Title:
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VP Legal and Corporate Secretary
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