CEL Cellcom Israel Ltd

CUSIP NO. M2196U109

 

1	NAMES OF REPORTING PERSONS/
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Clal Insurance Enterprises Holdings Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			5,095,543 Ordinary Shares *
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			5,095,543 Ordinary Shares *
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,095,543 Ordinary Shares *
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.1%**
12	TYPE OF REPORTING PERSON:
	CO

* See Item 4.

** Based on 100,606,203 Ordinary Shares outstanding as of March 31, 2017 (as reported by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2017).

 

Item 1.

 

(a)

Name of Issuer: CELLCOM ISRAEL LTD. (the “Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices: 10 Hagavish Street, Netanya 4250708, Israel

 

Item 2.

 

(a)	Name of Person Filing:

 

This Statement is filed by:

Clal Insurance Enterprises Holdings Ltd.

The foregoing entity is referred to as the “Reporting Person” in this Statement.

 

Clal Insurance Enterprises Holdings Ltd., an Israeli public corporation (“Clal”) may be deemed to beneficially own the Ordinary Shares reported in this Statement.  See Item 4.

Clal Insurance Enterprises Holdings Ltd.  – 36 Raul Walenberg St., Tel Aviv 66180, Israel

 

(c)	Place of Organization:

 

Place of organization of the Reporting Person is Israel.

 

(d)	Title of Class of Securities:

 

Ordinary Shares, NIS 0.01 par value (the “Ordinary Shares”).

 

(e)	CUSIP Number:

 

M2196U109

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

 

Item 4.

Ownership

 

Of the 5,095,543 Ordinary Shares reported in this Statement as beneficially owned by Clal, (i) 423,938 Ordinary Shares are beneficially held for its own account; and (ii) 4,671,605 are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions. Consequently, this Statement shall not be construed as an admission by Clal, that it is the beneficial owner of more than 423,938 Ordinary Shares covered by this Statement.

 

Please note the following:

 

1.

IDB Development Corporation Ltd., an Israeli company (“IDB”), holds approximately 49.9% of the issued and outstanding shares of Clal. On August 21, 2013, the Israeli Supervisor of Capital Markets, Insurance and Savings (the “Supervisor of Insurance”) appointed Mr. Moshe Terry (the “Trustee”) to hold, as trustee, IDB’s means of control in Clal (i.e., most of the shares that IDB holds in Clal). The Supervisor of Insurance has not issued a control permit to IDB and its controlling shareholders, with respect to IDB’s holdings in Clal and instructed IDB to sell its controlling stake in Clal within a set timetable.

 

2.

In accordance with IDB’s Report on Schedule 13D/A, filed with the SEC on October 22, 2015, IDB reported that it is the beneficial owner of approximately 45.2% of the outstanding Ordinary Shares of the Issuer and that it disclaims beneficial ownership of Ordinary Shares held by Clal at that time because, among other things, the Supervisor of Insurance appointed a trustee to hold IDB’s means of control in Clal and instructed IDB to dispose of its interest in Clal.

 

Except as set forth above, see items 5-11 of the cover page hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.

 

Item 5.

Ownership of 5 Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable.

 

Item 8.

Identification and Classification of Members of the Group Not applicable.

 

Item 9.   Notice of Dissolution of Group

Not applicable.

 

Item 10. Certifications

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.