As
filed with the Securities and Exchange Commission on January 26, 2017
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INTERNET
GOLD-GOLDEN LINES LTD.
(Exact
name of Registrant as specified in its charter)
|
Israel
|
|
Not
Applicable
|
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(I.R.S.
Employer
Identification No.)
|
2
Dov Friedman Street,
Ramat
Gan 5250301, Israel
Tel:
972-3-9240000
(Address
and telephone number of Registrant’s principal executive offices)
Puglisi
& Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
302-738-6680
(Name,
address and telephone number of agent for service)
Copies
of all Correspondence to:
|
STEVEN
J. GLUSBAND, ESQ.
Carter
Ledyard & Milburn LLP
2
Wall Street
New
York, NY 10005
Tel:
212-238-8605
Fax:
212-732-3232
|
|
AMI
BARLEV, ADV.
2
Dov Friedman Street,
Ramat
Gan 5250301, Israel
Tel:
972-3-9240000
|
Approximate
date of commencement of proposed sale to the public
:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box:
☐
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, please check the following box: ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
☐
If
this form is a registration statement pursuant to General Instruction I.C. or a post effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Calculation
of Registration Fee
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Title of Each Class of Securities to be Registered
|
|
Amount to be Registered
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|
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Proposed Maximum Aggregate Price Per Unit
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|
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Proposed Maximum Aggregate Offering Price
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|
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Amount of Registration Fee
|
|
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Ordinary Shares, par value NIS 0.01 per share
|
|
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925,000
|
|
|
$
|
10.23
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(2)
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$
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9,462,750
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(2)
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$
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1,096.73
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, this registration statement also includes
an indeterminate number of shares that may be issued to prevent dilution from stock splits,
stock dividends or similar transactions that could affect the shares to be offered by
selling shareholder.
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|
|
|
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of
the Securities Act of 1933 on the basis of the average of the high and low prices, as
reported on the NASDAQ Stock Market on January 24, 2017.
|
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell
nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION
DATED JANUARY 26, 2017
PRELIMINARY
PROSPECTUS
Internet
Gold-Golden Lines Ltd.
925,000 Ordinary Shares
This
prospectus relates to the resale, from time to time, by the selling securityholders named in this prospectus of up to
925,000
ordinary shares of our company. We will not receive any of the proceeds from sales of the ordinary shares made by the selling
securityholders pursuant to this prospectus.
The
selling securityholders identified in this prospectus (which term as used herein includes their pledgees, donees, transferees
or other successors-in-interest) may offer the ordinary shares from time to time as they may determine through public transactions
or through other means and at varying prices as determined by the prevailing market price for shares or in negotiated transactions
as described in the section entitled “Plan of Distribution.”
Our
ordinary shares trade on the Nasdaq Global Select Market under the symbol “
IGLD.
”
On January 25, 2017, the last reported sale price of our ordinary shares on the NASDAQ Global Select Market was $10.53 per share.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” ON PAGE 3 AND UNDER SIMILAR HEADINGS IN THE OTHER
DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
NONE
OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE ISRAELI SECURITIES AUTHORITY OR ANY STATE SECURITIES COMMISSION HAVE APPROVED
OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The
date of this prospectus is
You
should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor
the selling securityholders have authorized anyone else to provide you with different information. The ordinary shares offered
by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information
in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business,
financial condition, results of operations and prospects may have changed since that date.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus provides you with a general description of the offered ordinary shares. Each time the selling securityholders sell
any of these offered ordinary shares, they will provide you with this prospectus and a prospectus supplement, if applicable, that
will contain specific information about the terms of that sale. The prospectus supplement also may add, update or change any information
contained in this prospectus. You should read both this prospectus and any prospectus supplement, together with additional information
described under the heading “Where You Can Find More Information; Incorporation of Information by Reference.”
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”)
under the U.S. Securities Act of 1933, as amended (the “Securities Act”). This prospectus and any accompanying prospectus
supplement do not contain all of the information included in the registration statement. For further information, we refer you
to the registration statement, including its exhibits. Statements contained in this prospectus and any accompanying prospectus
supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s
rules and regulations require that such agreement or document be filed as an exhibit to the registration statement, please see
such agreement or document for a complete description of these matters. You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other than the date on the front of each document.
Unless
we have indicated otherwise or the context otherwise requires, references in this prospectus and any supplement to this prospectus
to "the Company," "we," "us" and "our" refer to Internet Gold - Golden Lines Ltd., a company
organized under the laws of the State of Israel, and its wholly owned subsidiaries. All references in this prospectus to “dollars”
or “$” are to United States dollars, and all references to “Shekels” or “NIS” are to New Israeli
Shekels.
SPECIAL
NOTE ON FORWARD-LOOKING STATEMENTS
This
prospectus, including the information incorporated by reference into this prospectus, contains, and any prospectus supplement
may contain, forward-looking statements within the meaning of the federal securities laws. The use of the words “projects,”
“expects,” “may,” “plans” or “intends,” or words of similar import, identifies
a statement as “forward-looking.” The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties. These forward-looking statements are based on the assumption that the Company
will not lose a significant customer or customers or experience increased fluctuations of demand or rescheduling of purchase orders,
that our markets will be maintained in a manner consistent with our historical experience, that our products will remain accepted
within their respective markets and will not be replaced by new technology, that competitive conditions within our markets will
not change materially or adversely, that we will retain key technical and management personnel, that our forecasts will accurately
anticipate market demand, and that there will be no material adverse change in our operations or business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and
future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.
In addition, our business and operations are subject to substantial risks which increase the uncertainty inherent in the forward-looking
statements. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion
of such information should not be regarded as a representation by us or any other person that our objectives or plans will be
achieved. Factors that could cause actual results to differ from our expectations or projections include the risks and uncertainties
relating to our business described in this prospectus at “Risk Factors.” We caution you to carefully consider these
risks and not to place undue reliance on our forward-looking statements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, and we assume no responsibility for updating any forward-looking statements.
PROSPECTUS
SUMMARY
You
should read the following summary together with the more detailed information about us, the ordinary shares that may be sold from
time to time, and our financial statements and the notes to them, all of which appear elsewhere in this prospectus or in the documents
incorporated by reference in this prospectus.
We
are a leading communications group in Israel
.
Our principal subsidiary
,
B Communications, is the controlling
shareholder of Bezeq (TASE: BZEQ), Israel’s largest telecommunications provider. Since B Communications’ initial public
offering in October 2007, its ordinary shares have been listed on the NASDAQ Stock Market (symbol: BCOM) and the TASE, and since
January 1, 2011 its ordinary shares are listed on the NASDAQ Global Select Market. We currently own 64.78% of the ordinary shares
of B Communications. B Communications maintains a website at
www.bcommunications.co.il
. The information on B Communications’
website is not incorporated by reference into this prospectus.
We
were organized under the laws of the State of Israel in April 1992 under the name Euronet Golden Lines (1992) Ltd. In June 1999
we changed our name to Internet Gold - Golden Lines Ltd. We are a public limited liability company under the Israeli Companies
Law 1999 and our shares are traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange, or the TASE. Our registered
offices and principal place of business are located at 2 Dov Friedman Street, Ramat Gan 5250301, Israel, and our telephone number
is +972-72-924-0000. Our website address is
www.igld.com.
Information on our
website is not part of, nor incorporated by reference into, this prospectus.
THE
OFFERING
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Ordinary
shares offered
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925,000
shares
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NASDAQ
Global Select Market symbol
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“IGLD”
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Use
of proceeds
|
We
will not receive any proceeds from the sale of the ordinary shares offered hereby.
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Ordinary
shares outstanding as of January 25, 2017
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19,203,186
shares
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Risk
factors
|
Prospective
investors should carefully consider the Risk Factors incorporated by reference on Page 3 and under similar headings in the
other documents that are incorporated by reference into this prospectus for a discussion of certain factors that should be
considered before buying the ordinary shares offered hereby.
|
RISK
FACTORS
Investing
in our securities involves significant risks. Please see the risk factors under the heading “Risk Factors” in our
most recent Annual Report on Form 20-F on file with the SEC, as revised or supplemented by our reports filed with or furnished
to the SEC since the filing of our most recent Annual Report on Form 20-F and incorporated by reference in this prospectus. Before
making an investment decision, you should carefully consider these risks as well as other information we include or incorporate
by reference in this prospectus and any prospectus supplement. The risks and uncertainties we have described are not the only
ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may
also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment
in the offered securities. The discussion of risks includes or refers to forward-looking statements; you should read the explanation
of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus.
CAPITALIZATION
The
following table sets forth our condensed consolidated balance sheet items as of September 30, 2016 in U.S. dollars and NIS in
millions on an actual basis.
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As of
September 30,
2016
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(NIS in millions)
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(USD in millions)
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Debt
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Short-term bank credit and current maturities of long-term loans and debentures
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2,491
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663
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Long-term loans from banks and debentures
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12,226
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3,253
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Total debt
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14,717
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3,916
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SHAREHOLDERS’ EQUITY
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Ordinary shares of NIS 0.01 par value
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Authorized: 501,000,000 shares at September 30, 2016; Issued and outstanding:
19,203,186 shares at September 30, 2016
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Share capital and premium
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658
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|
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175
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Treasury shares
|
|
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(169
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)
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(45
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)
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Other reserves
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(58
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)
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(15
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)
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Retained earnings
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(233
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)
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(62
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)
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Total Internet Gold-Golden Lines Ltd. shareholders’ equity
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198
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53
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Non-controlling interest
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2,462
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655
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|
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Total equity
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|
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2,660
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|
|
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708
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|
|
|
|
|
|
|
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|
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Total capitalization
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17,377
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4,624
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For
convenience the dollar rate was translated at the representative rate of exchange as at September 30, 2016 (NIS 3.758 = US$ 1.00).
USE
OF PROCEEDS
All
of the proceeds from the sale of any ordinary shares offered under this prospectus are for the account of the selling securityholders.
Accordingly, we will not receive any proceeds from the sales of these securities.
We have
agreed to bear all the expenses relating to the registration of the securities registered pursuant to this prospectus.
DIVIDEND
POLICY
We
have never declared or paid any cash dividend on our ordinary shares. We currently intend to retain any future earnings and do
not expect to pay any dividends in the foreseeable future. Any future determination to pay dividends on our ordinary shares will
be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results
of operations, capital requirements, general business conditions, and other factors that our board of directors considers relevant.
MARKET
FOR OUR ORDINARY SHARES
The
table below sets forth the high and low prices of our ordinary shares, as reported by the NASDAQ Global Select Market during the
indicated periods.
|
Period
|
|
High
|
|
|
Low
|
|
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Last six calendar months
|
|
|
|
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January 2017 (through January 25)
|
|
|
11.44
|
|
|
|
10.18
|
|
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December 2016
|
|
|
12.20
|
|
|
|
10.58
|
|
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November 2016
|
|
|
12.01
|
|
|
|
10.91
|
|
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October 2016
|
|
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13.55
|
|
|
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11.88
|
|
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September 2016
|
|
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13.84
|
|
|
|
12.30
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|
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August 2016
|
|
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14.43
|
|
|
|
13.10
|
|
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July 2016
|
|
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15.00
|
|
|
|
13.58
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|
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Financial quarters during the past two years
|
|
|
|
|
|
|
|
|
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Fourth Quarter 2016
|
|
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13.55
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|
|
|
10.58
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|
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Third Quarter 2016
|
|
|
15.00
|
|
|
|
12.30
|
|
|
Second Quarter 2016
|
|
|
15.32
|
|
|
|
12.17
|
|
|
First Quarter 2016
|
|
|
17.82
|
|
|
|
9.50
|
|
|
Fourth Quarter 2015
|
|
|
12.12
|
|
|
|
7.97
|
|
|
Third Quarter 2015
|
|
|
8.36
|
|
|
|
4.61
|
|
|
Second Quarter 2015
|
|
|
5.43
|
|
|
|
4.01
|
|
|
First Quarter 2015
|
|
|
6.52
|
|
|
|
4.02
|
|
|
Five most recent full financial years
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
17.82
|
|
|
|
9.50
|
|
|
2015
|
|
|
12.12
|
|
|
|
4.01
|
|
|
2014
|
|
|
11.24
|
|
|
|
6.37
|
|
|
2013
|
|
|
14.97
|
|
|
|
2.65
|
|
|
2012
|
|
|
11.71
|
|
|
|
1.92
|
|
On
January 25, 2017, the last reported sale price of the ordinary shares was $10.53 on the NASDAQ Stock Market.
SELLING
SECURITYHOLDERS
Beneficial
ownership and other information.
We
are registering
925,000
of our ordinary shares, which are owned by Messrs. Shaul
and Yossef Elovitch, the selling securityholders. Messrs. Shaul and Yossef Elovitch may be deemed the controlling shareholders
of Eurocom Communications, our controlling shareholder, with whom we entered into a registration rights agreement prior to our
initial public offering. Eurocom Communications is one of Israel’s largest holding groups with extensive experience in the
telecommunications market and controlling stakes in other telecommunications companies. The ordinary shares covered by this prospectus
and owned the selling securityholders were acquired by them over time since our incorporation, in private transactions, open-market
purchases and by exercising their rights.
The
term “selling securityholders” includes (i) the persons identified in the table below (as such table may be amended
from time to time by means of an amendment to the registration statement of which this prospectus forms a part or by a supplement
to this prospectus) and (ii) any donees, pledgees, transferees or other successors-in-interest that acquires any of the ordinary
shares covered by this prospectus after the date of this prospectus from the named selling securityholders as a gift, pledge,
partnership distribution or other non-sale related transfer.
Except
as described herein or in the documents incorporated by reference herein, we have no material relationship with the selling securityholders
and have not had any material relationship with the selling securityholders in the past three years.
Except
as set forth in the footnotes to the table, other than the ordinary shares covered by this prospectus and offered hereby, the
selling securityholders do not beneficially own any of our ordinary shares or other securities and will not beneficially own any
such securities after completion of the offering. Our registration of the securities covered by this prospectus does not necessarily
mean that the selling securityholders will sell any or all of the securities. Information included in the table is based upon
information provided by the selling securityholders.
The
information in the table below is based upon information provided by the selling securityholders. The selling securityholders
have represented to us that they did not have an agreement or understanding, directly or indirectly, with any person to distribute
the securities at the time they purchased the securities.
|
Names and Addresses
|
|
Ordinary Shares Beneficially
Owned Prior to Offering /
Percentage of Class
2
|
|
|
Ordinary
Shares Being Offered
|
|
|
Ordinary Shares Beneficially Owned
Upon Completion of Offering /
Percentage of Class
3
|
|
|
Shaul
Elovitch, Yossef Elovitch
1
2
Dov Friedman Street, Ramat Gan 5250301, Israel.
|
|
|
11,740,701 / 61.14
%
|
|
|
|
925,000
|
|
|
|
10,815,701 /
56.32
%
|
|
|
|
1.
|
Mr.
Shaul Elovitch and his brother, Mr. Yossef Elovitch, are the beneficial owners of
11,740,701
of our ordinary shares. Eurocom Communications Ltd., or Eurocom Communications,
holds 10,815,701 of our ordinary shares directly.
Eurocom
Communications is 99.33% owned by Eurocom Holdings
(1979) Ltd., or Eurocom Holdings,
and 0.67% by Mr. Shaul Elovitch. Mr. Shaul Elovitch
and Mr. Yossef Elovitch own 80% and 20%, respectively, of Eurocom Holdings (Mr. Shaul
Elovitch and Mr. Yossef Elovitch own 75% and 25%, respectively, of Eurocom Holdings’
management shares). Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting
and dispositive power as to our ordinary shares held of record by Eurocom Communications.
Mr. Shaul Elovitch may also deemed to be the beneficial owner of 26,893 ordinary shares
held of record by his wife, Mrs. Iris Elovitch.
925,000 of our ordinary shares
are held directly by a joint account of
Messrs.
Shaul and Yossef Elovitch and are the only ordinary shares being offered pursuant to
this Offering. In addition, 9,300 shares are held by other family members of Mr. Shaul
Elovitch.
|
|
|
2.
|
Based
on
19,203,186
ordinary shares outstanding
as of the date of this prospectus.
|
|
|
3.
|
Assuming
all shares being registered hereunder are sold.
|
PLAN
OF DISTRIBUTION
The
selling securityholders may offer and sell, from time to time, some or all of the ordinary shares covered by this prospectus.
As used herein, “selling securityholders” include donees, pledgees, transferees or other successors-in-interest selling
securities received after the date of this prospectus from the named selling securityholders as a gift, pledge, partnership distribution
or other non-sale related transfer. We have registered the ordinary shares covered by this prospectus for offer and sale so that
those ordinary shares may be freely sold to the public by the selling securityholders. Registration of the ordinary shares covered
by this prospectus does not mean, however, that those ordinary shares necessarily will be offered or sold.
We
will not receive any proceeds from any sale by the selling securityholders of the securities. See “Use of Proceeds.”
We will bear all costs, expenses and fees in connection with the registration of the securities
offered by this prospectus, including any brokerage commissions and similar selling expenses, if any, attributable to the sale
of securities offered hereby.
The selling securityholders may be deemed the controlling shareholders of Eurocom Communications,
our controlling shareholder, with whom we entered into a registration rights agreement prior to our initial public offering.
Sales
of the securities offered hereby may be effected by the selling securityholders from time to time in one or more types of transactions
(which may include block transactions) on the NASDAQ Global Select Market and the TASE at prevailing market prices,” in
the over-the-counter market, in negotiated transactions, through put or call options transactions relating to the shares offered
hereby, through short sales of the shares offered hereby, or a combination of such methods of sale, at market prices prevailing
at the time of sale, or at negotiated prices. Such transactions may or may not involve brokers or dealers. In effecting sales,
brokers or dealers engaged by the selling securityholders may arrange for other brokers or dealers to participate. Broker-dealer
transactions may include purchases of the ordinary shares by a broker-dealer as principal and resales of the ordinary shares by
the broker-dealer for its account pursuant to this prospectus, ordinary brokerage transactions or transactions in which the broker-dealer
solicits purchasers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the
selling securityholders and/or the purchasers of the securities offered hereby for whom such broker-dealers may act as agents
or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary
commissions). Any broker-dealers participating in the distribution of the ordinary shares covered by this prospectus may be deemed
to be “underwriters” within the meaning of the Securities Act, and any commissions received by any of those broker-dealers
may be deemed to be underwriting commissions under the Securities Act. The selling securityholders have advised us that they have
not entered into any agreements, understandings or arrangements with any broker-dealers regarding the sale of the ordinary shares
covered by this prospectus.
Upon
our being notified by the selling securityholders that any material arrangement has been entered into with a broker-dealer for
the sale of shares offered hereby through a block trade, special offering, exchange distribution or secondary distribution or
a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
|
|
●
|
the
name of the participating broker-dealer(s);
|
|
|
●
|
the
number of ordinary shares involved;
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the
initial price at which such ordinary shares were sold;
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the
commissions paid or discounts or concessions allowed to such broker-dealer(s), where
applicable; and
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other
facts material to the transaction.
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The
selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities offered hereby
or of securities convertible into or exchangeable for such securities in the course of hedging positions they assume with the
selling securityholders. The selling securityholders may also enter into options or other transactions with broker-dealers or
other financial institutions which require the delivery to such broker-dealers or other financial institutions of the securities
offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus
(as amended or supplemented to reflect such transaction).
To
the extent required, we will use our best efforts to file one or more supplements to this prospectus to describe any material
information with respect to the plan of distribution not previously disclosed in this prospectus or any material change to such
information.
DESCRIPTION
OF SHARE CAPITAL
Our
registered share capital consists of a single class of ordinary shares, par value NIS 0.01 per share. As of the date hereof, our
authorized share capital consisted of 501,000,000 ordinary shares, and there were 19,203,186 of our ordinary shares issued and
outstanding.
All
our issued and outstanding ordinary shares are fully paid and non-assessable and are issued in registered form. Our ordinary shares
do not have preemptive rights and there are no sinking fund provisions applicable to our ordinary shares.
The
following summary description of our capital stock summarizes general terms and provisions that apply to the capital stock. Because
this is only a summary, it does not contain all of the information that may be important to you. This summary is subject to and
qualified in its entirety by reference to our memorandum of association and articles of association, as amended, each of which
are on file with the SEC. See “Where You Can Find More Information.”
Purposes
and Objects of the Company
We
are a public company registered under the Israel Companies Law as Internet Gold – Golden Lines Ltd., registration number
52-004426-4. Pursuant to our memorandum of association, we were formed for the purpose of providing various services in the telecommunication
industry and performing various corporate activities permissible under Israeli law.
The
Powers of the Directors
Under
the provisions of the Israeli Companies Law and our Articles of Association, a director cannot participate in a meeting nor vote
on a proposal, arrangement or contract in which he or she is materially interested unless such proposal, arrangement or contract
is in the ordinary course of business or the majority of directors are personally interested in such proposal, arrangement or
contract. In the event the majority of the members of the board of directors have a personal interest in the proposed transaction,
approval of our shareholders at a general meeting is required. In addition, our directors cannot vote compensation to themselves
or any members of their body without the approval of our compensation committee and, unless exempted under the regulations promulgated
under the Israeli Companies Law, our shareholders at a general meeting. If the compensation of our directors is inconsistent with
our stated compensation policy, then the approval of our shareholders requires that either:
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at
least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest
in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions;
or
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the
total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter
voting against the compensation package does not exceed 2% of the aggregate voting rights in the company.
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The
authority of our directors to enter into borrowing arrangements on our behalf is not limited, except in the same manner as any
other transaction by us.
Under
our Articles of Association, retirement of directors from office is not subject to any age limitation and our directors are not
required to own shares in our company in order to qualify to serve as directors.
Rights
Attached to Shares
Dividend
and Liquidation Rights
. The holders of the ordinary shares will be entitled to their proportionate share of any cash dividend,
share dividend or dividend in kind declared with respect to our ordinary shares. Our board of directors may declare a dividend
to be paid to the holders of ordinary shares in proportion to the paid up capital attributable to the shares that they hold. Dividends
may only be paid out of our profits and other surplus funds, as defined in the Israeli Companies Law, as of the end of the most
recent fiscal year or as accrued over a period of two years, whichever is higher, provided that there is no reasonable concern
that a payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. If we
do not meet the profit requirement, we may seek the approval of the court to distribute a dividend. The court may approve our
request if it is convinced that there is no reasonable risk that a distribution might prevent us from satisfying our existing
and anticipated obligations as they become due.
Under
the Israeli Companies Law, a dividend declaration must be approved by the board of directors and does not require the approval
of the shareholders of a company unless the company’s articles of association provide otherwise. Our articles of association
do not require shareholder approval of a dividend distribution.
In
the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of
ordinary shares in proportion to the paid up capital attributable to the shares that they hold. Dividend and liquidation rights
may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential
rights that may be authorized in the future.
Exceptional
Holdings; Principal Shareholders.
Under the Communications Order, no person may hold, directly or indirectly, “significant
influence” over Bezeq or 5% or more of any particular class of means of control in Bezeq, nor may any person, together with
any other person, appoint, elect or dismiss the general manager of Bezeq or cause the election, appointment or dismissal of any
director of Bezeq, without the prior written consent of the Prime Minister of Israel and the Israeli Minister of Communications.
Subject to certain exceptions, prior written approval of such Ministers is also required to increase the holdings or other rights
in excess of those determined in the initial approval, including by means of an agreement (including a voting agreement). Furthermore,
under the Communications Order, no person may transfer control, “significant influence” or means of control in Bezeq
to another, if, as a result of the transfer, the holdings of the transferee would require approval pursuant to the Communications
Law or Communications Order and the transferee is not in possession of the requisite approval. Any such unauthorized acquisition
is referred to as “Exceptional Holdings.” For the foregoing purposes, “significant influence” means the
ability to significantly influence the activity of a corporation, whether alone or together with or through others, directly or
indirectly, other than as a result of holding “means of control” in that corporation or in another corporation, and
including ability derived from the corporation’s articles of association, a written, oral or other kind of agreement, or
from any other source. In this context, the right to appoint an officer and holding 25% of our “means of control”
is presumed to confer significant influence. “Means of control” means the right to vote at a general meeting of the
company, to appoint a director or general manager of the company, to participate in the profits of the company or a share of the
remaining assets of the company after payment of its debts upon liquidation.
In
compliance with the Communications Law and Communications Order following our acquisition of the controlling interest in Bezeq,
our Articles of Association provide that Exceptional Holdings will not entitle the holder to any rights in respect of such holdings,
unless and to the extent permitted under the Communications Order. Accordingly, Exceptional Holdings will not have any voting
rights at a general meeting of shareholders. Each shareholder participating in a general meeting of shareholders will be required
to certify to us prior to the vote or, if the shareholder is voting by a proxy or any similar instrument, on such proxy card or
similar instrument, as to whether or not his or her holdings in our company or his or her vote require the approval of the Prime
Minister of Israel and the Israeli Minister of Communications, pursuant to the Communications Law and Communications Order. In
addition, no director may be appointed, elected or removed from office by virtue of the vote of a holder of Exceptional Holdings.
If a director is appointed, elected or removed from office by virtue of the vote of a holder of Exceptional Holdings, such appointment,
election or removal from office shall have no effect.
Under
our Articles of Association, any person holding a number of our shares that requires approval under the Communications Order shall
notify us, Bezeq, the Prime Minister of Israel and the Israeli Minister of Communications of such holdings in writing, no later
than 48 hours from the date of acquiring such holdings.
Our
Articles of Association include reporting requirements applicable to “Principal Shareholders,” meaning a holder, directly
or indirectly, of 5% of our issued and outstanding share capital. Any person who, after acquiring, directly or indirectly, shares
in our company becomes a “Principal Shareholder,” is required, no later than 48 hours after becoming a Principal Shareholder,
to notify us in writing, specifying the number of our shares held by such shareholder and the date on which such shareholder became
a Principal Shareholder. Any person who ceases to be a Principal Shareholder is required, no later than 14 days thereafter, to
notify us in writing of the date on which such person ceased to be a Principal Shareholder. In addition, a Principal Shareholder
is required to notify us in writing of any aggregate change in its holdings of our shares in an aggregate amount equal to 1% or
more of our outstanding share capital compared to the last notice of holdings submitted by such Principal Shareholder, no later
than 48 hours after such change. In the event a Principal Shareholder fails to provide any required notice, as discussed above,
then until such Principal Shareholder provides us with the requisite notice, the Principal Shareholder will not be entitled to
any rights in respect of such shares and the provisions of the Communications Order with respect to the exercise of rights underlying
Exceptional Holdings will apply, and the undisclosed holdings shall also be deemed “dormant shares,” as defined under
the Israeli Companies Law.
Under
our Articles of Associations, we are required to notify the Prime Minister of Israel and the Israeli Minister of Communications
of any Exceptional Holdings immediately upon becoming aware of such event. We are also required to notify such Ministers in the
event a shareholder becomes a Principal Shareholder and regarding any change in the holdings of a Principal Shareholder within
48 hours of becoming aware of such change.
Voting
Rights
. Holders of ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders,
subject to the restrictions described above relating to Exceptional Holdings and Principal Shareholders. Such voting rights may
be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be
authorized in the future.
Annual
and Extraordinary Meetings
Under
the Israeli Companies Law and our articles of association, our board of directors must convene an annual meeting of shareholders
at least once every calendar year and within 15 months of the last annual meeting. Depending on the matter to be voted upon, and
subject to the Israeli Companies Law and regulations thereunder, notice of at least 14 days or 21 days or 35 days prior to the
date of the meeting is required. Our articles of association provide that notice of a general meeting of shareholders will be
delivered to all eligible shareholders by publication in two daily Hebrew language newspapers in Israel that have a reasonably-sized
readership. Our board of directors may, in its discretion, convene additional meetings as “special general meetings.”
In addition, the board must convene a special general meeting upon the demand of: (a) two of the directors or 25% of the directors
in office, (b) one or more shareholders having at least 5% of the outstanding share capital and at least 1% of the voting power
in the company, or (c) one or more shareholders having at least 5% of the voting power in the company. The chairman of the board
of directors presides at each of our general meetings. The chairman of the board of directors is not entitled to a vote at a general
meeting in his capacity as chairman.
Quorum
The
quorum required for any general meeting is the presence, in person or by proxy, of shareholders holding or representing, in the
aggregate, at least one third of the voting rights. No business shall be considered or determined at a general meeting, unless
the requisite quorum is present within half an hour from the time designated for the general meeting. If within half an hour from
the time designated for the general meeting a quorum is not present, the general meeting shall stand adjourned to the same day
in the following week, at the same time and place, or to such other time as designated in the notice of such adjourned meeting.
If within half an hour from the time designated for the adjourned meeting a quorum is not present, any number of shareholders
present will constitute a quorum. However, if the general meeting was convened on the demand of shareholders, the adjourned meeting
shall take place only if there are present at least the number of shareholders required to convene a general meeting under our
articles of association (as discussed above).
A
general meeting in which a quorum is present may resolve to adjourn the meeting, the discussion or the vote on a matter included
in the agenda to such other time and place as it may determine. Only matters that were on the agenda and in respect of which no
resolution was passed shall be discussed at the adjourned meeting.
Modification
of Class Rights
Under
the Israeli Companies Law and our articles of association, any amendment, conversion, cancellation, expansion, addition to or
other change in the rights, preferences, privileges, restrictions or provisions attached to any particular class of shares issued
to shareholders of our company, shall require the written consent of holders of all issued shares of such particular class, or
authorization by an ordinary resolution adopted at an extraordinary meeting of such class.
Limitations
on the Rights to Own Ordinary Shares in Our Company
None
of our memorandum of association, our articles of association or the laws of the State of Israel restrict in any way the ownership
or voting of ordinary shares by non-residents, except that shares held by citizens of countries which are in a state of war with
Israel will not confer any rights to their holders unless the Minister of Finance consents otherwise.
In
addition, pursuant to the Communications Order, so long as we control Bezeq, any state, government corporation or a corporation
controlled by a government corporation cannot control our company. Ownership of our shares, directly or indirectly, by a government
corporation requires the prior written approval of the Israeli Prime Minister and Israeli Minister of Communications, provided
that the government corporation’s total direct and indirect holdings in Bezeq does not exceed more than 5% of any type of
“means of control” (as such term is described above) of Bezeq. Ownership by a government corporation, directly or
indirectly, of 5% or more of Bezeq’s outstanding shares or a “significant influence” (as such term is described
above) in Bezeq requires the approval of the Prime Minister of Israel and the Israeli Minister of Communications as well as the
consent of the Israeli Minister of Defense
.
A “Hostile State,” as such term is defined in the Communications
Order, a citizen or resident of a Hostile State, a corporation incorporated in a Hostile State or controlled by a resident or
citizen of a Hostile State is not allowed to hold, directly or indirectly, 5% or more or a “significant influence”
(as described above) in Bezeq.
The
transfer agent and registrar for our ordinary shares is American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn,
NY 11219.
FOREIGN
EXCHANGE CONTROLS AND OTHER LIMITATIONS
There
are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale
of the shares or interest or other payments to non-residents of Israel, nor does the State of Israel restrict the ownership or
voting of ordinary shares of Israeli entities by non-residents of Israel, except under certain circumstances, for shareholders
who are subjects of countries that are, or have been, in a state of war with Israel.
TAXATION
The
below discussion does not purport to be an official interpretation of the tax law provisions mentioned therein or to be a comprehensive
description of all tax law provisions which might apply to our securities or to reflect the views of the relevant tax authorities,
and it is not meant to replace professional advice in these matters. The below discussion is based on current, applicable tax
law, which may be changed by future legislation or reforms.
Non-residents
should obtain professional tax advice with respect to the tax consequences under the laws of their countries of residence of holding
or selling our securities.
Israeli
Capital Gains Tax
As
of January 1, 2012, an individual is subject to a 25% tax rate on real capital gains derived from the sale of shares, as long
as the individual is not a “substantial shareholder” (generally a shareholder who is the owner of 10% or more in the
right to profits, right to nominate a director (or an officer), voting rights, right to receive assets upon liquidation, or right
to instruct someone who holds any of the aforesaid rights regarding the manner in which he or she is to exercise such right(s),
and all regardless of the source of such right) in the company issuing the shares.
A
substantial individual shareholder will be subject to tax at a rate of 30% in respect of real capital gains derived from the sale
of shares issued by the company in which he or she is a substantial shareholder. The determination of whether the individual is
a substantial shareholder will be made on the date that the securities are sold. In addition, the individual will be deemed to
be a substantial shareholder if at any time during the 12 months preceding this date he had been a substantial shareholder.
Non-Israeli
residents are exempt from Israeli capital gains tax on any gains derived from the sale of traded shares in an Israeli corporation,
provided such gains do not derive from a permanent establishment of such shareholders in Israel. However, non-Israeli resident
corporations will not be entitled to such exemption if Israeli residents (i) have a controlling interest of more than 25% in such
non-Israeli corporation, or (ii) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli
corporation, whether directly or indirectly.
In
some instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration
may be subject to the withholding of Israeli tax at source.
Pursuant
to the treaty between the Governments of the United States and Israel with respect to taxes on income, or the U.S.-Israel tax
treaty, the sale, exchange or disposition of our ordinary shares by a person who qualifies as a resident of the United States
under the treaty and who is entitled to claim the benefits afforded to him by the treaty, will generally not be subject to Israeli
capital gains tax. This exemption shall not apply to a person who held, directly or indirectly, shares representing 10% or more
of the voting power in our company during any part of the 12 month period preceding the sale, exchange or disposition, subject
to certain conditions. A sale, exchange or disposition of our shares by a U.S. resident qualified under the treaty, who held,
directly or indirectly, shares representing 10% or more of the voting power in our company at any time during the preceding 12
month period would be subject to Israeli tax, to the extent applicable; however, under the treaty, this U.S. resident would be
permitted to claim a credit for these taxes against the U.S. income tax with respect to the sale, exchange or disposition, subject
to the limitations in U.S. laws applicable to foreign tax credits. In addition, in the event that (1) the capital gains arising
from the sale of our company’s shares will be attributable to a permanent establishment of the shareholder located in Israel,
or (2) the shareholder, being an individual, will be present in Israel for a period or periods aggregating 183 days or more during
a taxable year, the aforesaid exemption shall not apply.
Israeli
Tax on Dividend Income
Non-Israeli
residents are subject to income tax on income accrued or derived from sources in Israel. These sources of income include passive
income such as dividends, royalties and interest, as well as active income from services rendered in Israel. On distributions
of dividends other than bonus shares, or stock dividends, to Israeli individuals and foreign resident individuals and corporations
we would be required to withhold income tax at the rate of 25%. Under the U.S.-Israel tax treaty, if the income out of which the
dividend is being paid is not attributable to an Approved Enterprise, then income tax with respect to shareholders that are U.S.
corporations holding at least 10% of our voting power in the twelve-month period preceding the distribution of such dividends,
is required to be withheld at the rate of 12.5%.
Residents
of the United States will generally have taxes in Israel withheld at source. Such persons generally would be entitled to a credit
or deduction for United States Federal income tax purposes for the amount of such taxes withheld, subject to limitations applicable
to foreign tax credits.
OFFERING
EXPENSES
We
estimate the following expenses in connection with this prospectus:
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Securities and Exchange Commission registration fee
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$
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1,100
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Legal fees and expenses
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10,000
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Accountants’ fees and expenses
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5,000
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Miscellaneous
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2,000
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Total
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$
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18,100
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Pursuant
to an outstanding registration rights agreement, we have agreed to bear all expenses relating to the registration of the securities
registered pursuant to this prospectus.
LEGAL
MATTERS
Ami Barlev, Adv., Ramat Gan, Israel,
Vice President and General Counsel of our company, will pass upon matters of Israeli law for us and with respect to the ordinary
shares offered by this prospectus. Certain other legal matters relating to United States law will be passed upon for us by Carter
Ledyard & Milburn LLP, New York, New York.
EXPERTS
The
consolidated financial statements of Internet Gold – Golden Lines Ltd. as of December 31, 2014 and 2015, and for each of
the years in the three-year period ended December 31, 2015, have been incorporated by reference herein and in the registration
statement in reliance upon the report of Somekh Chaikin, independent registered public accounting firm, member firm of KPMG International,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
ENFORCEABILITY
OF CIVIL LIABILITIES AND
AGENT FOR SERVICE OF PROCESS IN THE UNITED STATES
We
are incorporated in Israel, most of our executive officers and directors and the Israeli experts named herein are nonresidents
of the United States, and a substantial portion of our assets and the assets of such persons are located outside the United States.
For further information regarding enforceability of civil liabilities against us and certain other persons, see the risk factor
“Service and enforcement of legal process” under the heading “Risk Factors” in our Annual Report on Form
20-F for the year ended December 31, 2015, which is incorporated by reference herein.
AUTHORIZED
REPRESENTATIVE
Our
authorized representative in the United States for this offering as required pursuant to Section 6(a) of the Securities Act
of 1933 is Puglisi & Associates; 850 Library Avenue, Suite 204; P.O. Box 885; Newark, Delaware 19711.
WHERE
YOU CAN FIND MORE INFORMATION; INCORPORATION
OF INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with it. This means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be a part of
this prospectus, except if it is superseded by information in this prospectus or by later information that we file with the SEC.
Information that we file with the SEC after the date of this prospectus will automatically update and supersede the information
contained or incorporated by reference in this prospectus. We incorporate by reference the documents listed below, and all amendments
or supplements we may file to such documents, as well as any future filings we may make with the SEC under Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934.
The
following documents furnished or filed with the SEC are incorporated in this prospectus by reference:
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Our
Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the
SEC on April 19, 2016;
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Our
reports of foreign private issuer on Form 6-K furnished to the SEC on April 21, 2016,
May 9, 2016, May 20, 2016, May 26, 2016, May 31, 2016, June 3, 2016, June 8, 2016, June
14, 2016, June 17, 2016, June 20, 2016, July 5, 2016, July 11, 2016, July 18, 2016, July
28, 2016, July 29, 2016, August 4, 2016, August 11, 2016, August 17, 2016, September
6, 2016, September 14, 2016, September 16, 2016, September 19, 2016, September 26, 2016,
September 30, 2016, October 11, 2016, October 21, 2016, November 7, 2016, November 15,
2016, November 18, 2016, November 23, 2016, November 25, 2016, December 6, 2016 and December
12, 2016, December 13, 2016, December 23, 2016, December 27, 2012, December 29, 2016,
December 30, 2016, January 4, 2017 and January 11, 2017;
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Any
future reports on Form 6-K to the extent that we indicate they are incorporated by reference
into this registration statement;
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Any
future annual reports on Form 20-F that we may file with the SEC under the Exchange Act,
prior to the termination of any offering contemplated by the prospectus; and
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The
description of our securities contained in Item 1 of our Registration Statement on Form
8-A
filed
with the SEC on August 4, 1999 under the Exchange Act and any amendment or report filed
for the purpose of updating that description.
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We
filed a registration statement on Form F-3 to register with the SEC the securities described in this prospectus. This prospectus
is part of that registration statement. As permitted by SEC rules, this prospectus does not contain all of the information included
in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration
statement and the exhibits and schedules for more information about us and our securities. The registration statement and exhibits
and schedules are also available at the SEC’s Public Reference Room or through its web site.
Certain
statements in and portions of this prospectus update and replace information in the above listed documents incorporated by reference.
Likewise, statements in or portions of a future document incorporated by reference in this prospectus may update and replace statements
in and portions of this prospectus or the above listed documents.
We
are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act
of 1934, or Exchange Act. As a result, (i) our proxy solicitations are not subject to the disclosure and procedural requirements
of Regulation 14A under the Exchange Act, (ii) transactions in our equity securities by our officers, directors and principal
shareholders are exempt from Section 16 of the Exchange Act; and (iii) we are not required under the Exchange Act to file periodic
reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange
Act.
We
will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all the information
that has been incorporated by reference in this prospectus but not delivered with this prospectus (and any exhibits specifically
incorporated in such information), at no cost, upon written or oral request to us at the following address:
Internet
Gold-Golden Lines Ltd.
2
Dov Friedman Street
Ramat
Gan 5250301, Israel
Tel:
972-3-9240000
Attn.:
Doron Turgeman, CEO
You
may also obtain information about us by visiting our website at www.igld.com. Information contained in our website is not part
of this prospectus.
You
should rely only on the information contained or incorporated in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. You should not rely on any other representations. Our affairs may change after
this prospectus or any supplement is distributed. You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents. You should read all information supplementing
this prospectus.
====================
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification
of Office Holders
Under
the Israeli Companies Law and the Israeli Securities Law, 5738-1968, or the Israeli Securities Law, a company may, if permitted
by its articles of association, indemnify an office holder for any of the following liabilities or expenses that they may incur
due to an act performed or failure to act in his or her capacity as the company’s office holder, either pursuant to an undertaking
given by the company in advance of the act or following the act:
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monetary
liability imposed on the office holder in favor of a third party in a judgment, including a settlement or an arbitral award
confirmed by a court. However, if a company undertakes to indemnify an office holder in advance of such a liability, the undertaking
must be limited to foreseeable events based on the company’s activities when the company undertook such indemnification,
and to amounts or standards that the board of directors has determined are reasonable under the circumstances;
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reasonable
litigation expenses, including attorneys’ fees, expended by an office holder as a result of an investigation or proceeding
instituted against the office holder by a competent authority, provided that such investigation or proceeding concludes without
the filing of an indictment against the office holder and either: no financial liability was imposed on the office holder
in lieu of criminal proceedings, or a financial liability was imposed on the office holder in lieu of criminal proceedings
with respect to an alleged criminal offense that does not require proof of criminal intent;
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reasonable
litigation expenses, including attorneys’ fees, expended by the office holder or for which the office holder is charged
by a court:
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o
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in
an action brought against the office holder by the company, on behalf of the company or on behalf of a third party,
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o
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in
a criminal action from which the office holder is acquitted, or
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o
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in
a criminal action in which the office holder is convicted of a criminal offense which does not require proof of criminal intent.
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a
payment that the office holder is obligated to make to an injured party pursuant to Section 52(54)(a)(1)(a) of the Israeli
Securities Law, and expenses that the office holder incurred in connection with an administrative proceeding under the Israeli
Securities Law, including reasonable litigation expenses and attorney fees.
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Insurance
of Office Holders
A
company may, if permitted by its articles of association and subject to the conditions set forth in the Israeli Companies Law,
obtain insurance for an office holder against liabilities incurred in his or her capacity as an office holder. These liabilities
include a breach of duty of care to the company or a third-party, a breach of duty of loyalty and any monetary liability imposed
on the office holder in favor of a third-party.
In
addition, under the Israeli Securities Law, a company may, if permitted by its articles of association, obtain insurance for an
office holder against liabilities incurred in his or her capacity as an office holder in connection with a payment that the office
holder is obligated to make to an injured party pursuant to Section 52(54)(a)(1)(a) of the Israeli Securities Law, and expenses
that the office holder incurred in connection with an administrative proceeding under the Israeli Securities Law, including reasonable
litigation expenses and attorney fees.
Exculpation
of Office Holders
Under
the Israeli Companies Law, a company may, if permitted by its articles of association, also exculpate an office holder from a
breach of duty of care in advance of that breach. A company may not exculpate an office holder from a breach of duty of loyalty
towards the company or from a breach of duty of care concerning dividend distribution or a purchase of the company’s shares
by the company or other entities controlled by the company.
Limitations
on Exculpation, Insurance and Indemnification
Under
the Israeli Companies Law, a company may indemnify or insure an office holder against a breach of duty of loyalty only to the
extent that the office holder acted in good faith and had reasonable grounds to assume that the action would not prejudice the
company. In addition, a company may not indemnify, insure or exculpate an office holder against a breach of duty of care if committed
intentionally or recklessly (excluding mere negligence), or committed with the intent to derive an unlawful personal gain, or
for a fine or forfeit levied against the office holder in connection with a criminal offense. According to the Israeli Administrative
Enforcement Law, a company cannot insure or indemnify an office holder for an administrative enforcement procedure, regarding
payments to victims of the infringement or for expenses expended by the officer with respect to certain proceedings held concerning
him or her, including reasonable litigation expenses and legal fees.
Pursuant
to the Israeli Companies Law, exculpation of, procurement of insurance coverage for, and an undertaking to indemnify or indemnification
of, our office holders must be approved by our Compensation Committee and our Board of Directors and, if the office holder is
a director or the chief executive officer, also by our shareholders.
Our
articles of association allow us to insure, indemnify and exempt our office holders to the fullest extent permitted by law, subject
to the provisions of the Israeli Companies Law and Israeli Securities Law. We maintain a directors’ and officers’
liability insurance policy with liability coverage of up to $10 million per claim and in the aggregate. We have undertaken to
indemnify all of our directors and officers to the extent permitted by law, in an aggregate amount for all directors and officers
not to exceed 25% of our equity (on a consolidated basis) in accordance with the our last financial statements published before
the actual payment of the indemnity amount, to the extent that their liability is not covered under our directors’ and officers’
liability insurance policy.
ITEM
9. EXHIBITS
See
the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement
on Form F-3, which Exhibit Index is incorporated herein by reference.
ITEM
10. UNDERTAKINGS
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however,
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on
Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form
20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished,
provided
, that the Registrant includes
in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or
Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Form F-3.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If
the Registrant is relying on Rule 430B:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
(ii) If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
(d) The
undersigned Registrant hereby undertakes that:
(i) For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(ii) For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing Form F-3 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Ramat Gan, Israel, on January 26, 2017.
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INTERNET GOLD-GOLDEN LINES LTD.
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By:
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/s/ Doron Turgeman
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Doron Turgeman
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Chief Executive Officer
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KNOW
ALL MEN BY THESE PRESENTS, each director and officer whose signature appears below constitutes and appoints Doron Turgeman and
Itzik Tadmor or either of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution,
to sign in any and all capacities any and all amendments or post-effective amendments to this Registration Statement on Form F-3
and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission,
granting such attorneys-in-fact and agents, and each of them, full power and authority to do all such other acts and execute all
such other documents as they, or any of them, may deem necessary or desirable in connection with the foregoing, as fully as the
undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Shaul Elovitch
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Chairman of the Board of Directors
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January
26, 2017
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Shaul Elovitch
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/s/ Doron Turgeman
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Chief Executive Officer
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January
26, 2017
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Doron Turgeman
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/s/ Itzik Tadmor
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Principal Financial Officer
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January
26, 2017
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Itzik Tadmor
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(Principal Accounting Officer)
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/s/ Yossef Elovitch
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Director
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January
26, 2017
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Yossef Elovitch
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/s/ Anat Winner
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Director
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January
26, 2017
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Anat Winner
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/s/ Felix Cohen
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Director
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January
26, 2017
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Felix Cohen
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/s/ Shoshana Shidlo
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Independent Director
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January
26, 2017
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Shoshana Shidlo
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/s/ Dudi Ezra
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Independent Director
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January
26, 2017
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Dudi Ezra
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U.S. Authorized Representative:
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/s/ Donald J. Puglisi
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By: Donald J. Puglisi
Title: Managing Director
January 26, 2017
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EXHIBIT
INDEX
|
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4.1*
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Memorandum
of Association.
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4.2**
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Amended
and Restated Articles of Association of the Registrant.
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5.1
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Opinion
of Ami Barlev, Adv.
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23.1
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Consent
of Ami Barlev, Adv. (contained in his opinion constituting Exhibit 5.1).
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23.2
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Consent
of Somekh Chaikin, a member firm of KPMG International, Certified Public Accountants.
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24
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Power
of Attorney (included on signature page hereof).
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*
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Previously filed as an exhibit to the Registrant’s
Registration Statement on Form F-1 (Registration No. 333-10576), and incorporated herein by reference.
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**
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Previously
filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the year
ended December 31, 2012, and incorporated herein by reference
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