The statement on Schedule 13D filed on February 8, 2013, relating to ordinary shares, par value NIS
0.01 per share (the
Ordinary Shares
), of Partner Communications Company Ltd., a company organized under the laws of the State of Israel (the
Issuer
), (the
Original Filing
, and as amended
previously and by this Amendment No. 10, the
Schedule 13D
), as previously amended by the amendment dated October 17, 2013 (
First Amendment
), the amendment dated December 23, 2013 (the
Second
Amendment
), the amendment filed on May 20, 2014 (the
Third Amendment
), the amendment filed on October 19, 2015 (the
Fourth Amendment
), the amendment filed on June 12, 2017 (the
Fifth Amendment
), the amendment filed on June 22, 2017 (the
Sixth Amendment
), the amendment filed on October 9, 2018 (the
Seventh Amendment
), the amendment filed on October 30,
2018 (the
Eighth Amendment
), and the amendment filed on April 25, 2019 (the
Ninth Amendment
), is hereby further amended as set forth below by this Amendment No. 10 (this
Amendment
). This Amendment supplements and amends the Schedule 13D to the extent specified herein. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Original Filing as
previously amended.
This Amendment is being filed jointly by the Reporting Persons. The agreement among the Reporting Persons relating to the joint
filing of this Amendment was filed as Exhibit 99.1 to the Original Filing.
Item 3 of Schedule 13D is amended by adding the following
sentences at the end of subsection entitled Scailex Share Purchase Agreement under Item 3:
S.B. Israel and Adv. Ady Fighel, in his
capacity as the Permanent Receiver (the Receiver), for assets pledged by Scailex in favor of bondholders (Series 10) of Scailex (the Bondholders), have discussed entering into a form of agreement (the Contingent
Settlement Agreement), pursuant to which, subject to the satisfaction of the Condition Precedent (as defined below), the parties would waive any claim, demand or right under the Scailex Share Purchase Agreement in general, and in particular,
the Special Dividend Arrangement (as defined below), which reflects rights that were attached to the purchased shares, against S.B. Israels undertaking (which remains subject to the same condition) to pay to the Receivers fund, by the
Last Date for Payment (as defined below), an amount in NIS that is equal to US $1,750,000, plus the VAT payable with respect to such amount (unless, prior to the Last Date for Payment, S.B. Israel is able to obtain a ruling from applicable VAT
authorities that no such VAT is due). The Contingent Settlement Agreement was approved by the Bondholders at a meeting held on June 16, 2019. S.B. Israel expects the Contingent Settlement Agreement to be fully executed and delivered upon and
immediately after the deposit by the Bondholders of amounts to cover the Receivers related expenses, which S.B. Israel expects to occur reasonably promptly. The Contingent Settlement Agreement is subject to the approval of the liquidation
court that appointed the Receiver (which approval must be obtained within certain timelines specified by the Contingent Settlement Agreement), of the Receivers entry into the Special Dividend Agreement, in a final and binding judgment, which
is no longer appealable (the Condition Precedent). Although S.B. Israel currently expects that the Contingent Settlement Agreement will be entered into and performed as described above, that expectation necessarily remains subject to the
condition noted above.
The Special Dividend Arrangement means the arrangement set forth in the Scailex Share Purchase Agreement pursuant to
which S.B. Israel would transfer to Scailex up to approximately NIS 115 million of dividends it receives from the Issuer against the
pro-rata
transfer from Scailex to S.B. Israel of 2,983,333 Ordinary
Shares.
The Last Date for Payment means the earlier of: (a) January 31, 2020, (b) immediately prior to the date of a dividend
distribution by the Issuer to its shareholders, (c) the closing date of a transaction for the sale of control (as defined in the Israeli Securities Law, 5728-1968) of the Issuer by S.B. Israel, or of S.B. Israel by SCG
Communication, (d) the date of the closing of an equity investment in S.B. Israel by a third party investor; but in any event not earlier than five business days from the date of satisfaction of the Condition Precedent (and the receipt of the
payment instructions from the Receiver).
The foregoing summary of the proposed Contingent Settlement Agreement is not intended to be complete and is
qualified in its entirety by reference to the form of Contingent Settlement Agreement attached hereto as Exhibit 99.10.