- Report of Foreign Issuer (6-K)
November 19 2009 - 6:31AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15a-16 OF
THE SECURITIES EXCHANGE ACT OF
1934
Report on Form 6-K dated November 19, 2009
Partner Communications Company Ltd.
(Translation of Registrants Name Into English)
8 Amal Street
Afeq
Industrial Park
Rosh Haayin 48103
Israel
(Address of Principal Executive Offices)
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(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F
x
Form 40-F
o
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes
o
No
x
(If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____________)
Enclosure:
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Partner Communications Announces Its Intention to Issue Notes through a Private Placement in Israel
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PARTNER COMMUNICATIONS ANNOUNCES ITS INTENTION
TO ISSUE NOTES THROUGH A PRIVATE PLACEMENT IN ISRAEL
ROSH HAAYIN, Israel,
November 19, 2009
Partner Communications Company Ltd. (Partner or
the Company) (NASDAQ and TASE: PTNR), a leading Israeli mobile communications
operator,
announces that it is initiating a process to raise approximately NIS 360
million through a private placement of up to two series of unsecured non-convertible
Series B and Series C notes (collectively, the Notes) to institutional
investors in Israel (the Offering). The final amount that may be raised will
be determined based on the results of the tender, as discussed below.
Series B notes will not be linked
(principal and interest) to any currency or index. The principal amount of Series B Notes
is expected to be repayable in four equal annual installments between 2012 and 2015 and
bear interest at an annual rate of 5.5% until the listing of Series B Notes for trade on
the Tel Aviv Stock Exchange (TASE), as discussed below.
Series C notes will be linked
(principal and interest) to increases to the Israeli consumer price index. The principal
amount of Series C Notes is expected to be repayable in four equal annual installments
between 2013 and 2016 and bear interest at an annual rate of 4% until the listing of
Series C Notes for trade on the TASE, as discussed below.
The interest rate to be borne by
Series B Notes and Series C Notes following their listing for trade on the TASE will be
determined in a tender to institutional investors in Israel which is expected to take
place on or about November 25, 2009.
Partner intends to use the proceeds
from the Offering for the refinancing of its debt and/or as a substitute for bank
financing for the payment of dividend resulting from a planned capital reduction. Partner
is considering a capital reduction in an amount that may vary between NIS 1 billion and up
to NIS 1.4 billion and is expected to take place in 2010.
The Notes have been rated
ilAA-/Stable, on a local scale, by Standard & Poors Maalot.
The Notes will be listed for trade on
the Institutional Retzef a trading system for institutional investors in
Israel. The Company has also undertaken to make best efforts to list the Notes for trade
on the TASE until June 30, 2010. Nevertheless, in the event the Notes are not listed for
trade on the TASE by such date, the interest rate applicable to the Notes prior to their
listing as discussed above shall remain in effect until future listing of the Notes for
trade on the TASE (if any).
The consummation of the Offering and
its terms are subject to market conditions. Accordingly, there is no assurance at this
stage that the Offering will be completed.
The Notes have not been, and will not
be, registered under the US Securities Act of 1933, as amended, and may not be offered or
sold in the United States or to U.S. persons, absent registration or an applicable
exemption from registration requirements.
This press release shall not be deemed to
be an offer to sell or a solicitation of an offer to buy any of the Notes.
Forward-Looking
Statements
This press release includes
forward-looking statements within the meaning of Section 27A of the US Securities Act of
1933, as amended, Section 21E of the US Securities Exchange Act of 1934, as amended, and
the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995.
Words such as believe, anticipate, expect,
intend, seek, will, plan,
could, may, project, goal,
target and similar expressions often identify forward-looking statements but
are not the only way we identify these statements. All statements other than statements of
historical fact included in this press release regarding our future performance, plans to
increase revenues or margins or preserve or expand market share in existing or new
markets, reduce expenses and any statements regarding other future events or our future
prospects, are forward-looking statements.
We have based these forward-looking
statements on our current knowledge and our present beliefs and expectations regarding
possible future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about Partner, consumer habits and preferences in cellular
telephone usage, trends in the Israeli telecommunications industry in general, the impact
of current global economic conditions and possible regulatory and legal developments. For
a description of some of the risks we face, see Item 3D. Key Information Risk
Factors, Item 4. Information on the Company, Item 5.
Operating and Financial Review and Prospects, Item 8A. Consolidated
Financial Statements and Other Financial Information Legal and Administrative
Proceedings and Item 11. Quantitative and Qualitative Disclosures about Market
Risk in the form 20-F filed with the SEC on April 27, 2009. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this press release
might not occur, and actual results may differ materially from the results anticipated. We
undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
About Partner
Communications
Partner Communications Company Ltd.
(Partner) is a leading Israeli provider of telecommunications services
(cellular, fixed-line telephony and internet services) under the orange brand. The
Company provides mobile communications services to over 3million subscribers in Israel (as
of September 30, 2009). Partners ADSs are quoted on the NASDAQ Global Select
Market and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE:
PTNR)
.
Partner is an approximately 45%-owned
subsidiary of Scailex Corporation Ltd. (Scailex). Scailexs shares are
traded on the Tel Aviv Stock Exchange under the symbol SCIX and are quoted on Pink
Quote under the symbol SCIXF.PK. Scailex currently operates in three major domains
of activity: 1) the sole import, distribution and maintenance of Samsung mobile handset
and accessories products primarily to the three major cellular operators in Israel; 2)
distribution and sale of various manufacturers mobile handsets, accessories and
provision of maintenance services, through a chain of retail stores and booths
(Dynamic), to end customers of Cellcom (as part of the acquisition of the
controlling stake in Partner, Scailex announced to Cellcom the termination of the
distribution agreement through Dynamic, effective July 1, 2010) and; (3) management of its
financial assets.
For more information about Scailex, see http://www.scailex.com
.
For more information about Partner,
see http://www.orange.co.il/investor_site
.
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Contacts:
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Mr. Emanuel Avner
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Mr. Oded Degany
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Chief Financial Officer
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V. P. Corporate Development, Strategy and IR
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Tel: +972-54-7814951
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Tel: +972-54-7814151
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Fax: +972-54-7815961
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Fax: +972-54 -7814161
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E-mail:
emanuel.avner@orange.co.il
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E-mail:
oded.degany@orange.co.il
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this Current Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Partner Communications Company Ltd.
By: /s/ Emanuel Avner
Emanuel Avner
Chief Financial Officer
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Dated: November 19, 2009
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