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. 13, 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”), the amendment filed on April 25, 2019 (the “Ninth Amendment”), the amendment filed on June 25, 2019 (the “Tenth Amendment”), the amendment
filed on September 23, 2019 (the “Eleventh Amendment”), and the amendment filed on November 8, 2019 (the “Twelfth Amendment”), is hereby further amended as set forth below by this Amendment No. 13
(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
sentence at the end of subsection entitled “Scailex Share Purchase Agreement” under Item 3:
The disclosures set forth in Item 4 of this
Amendment are hereby incorporated by reference in this Item 3.
Item 4 of Schedule 13D is amended by adding the following sentence at the end
of Item 4:
On November 10, 2019, S.B. Israel received a Notice of Event of Default and Acceleration of Debt (the “Notice of
Acceleration”) from the Hermetic Trust, the trustee of the Notes, pursuant to which all of the Notes, together with accrued interest and all other amounts accrued under the Issue Documents (as defined in the Note Terms) were accelerated and
made immediately due and payable by S.B. Israel to the Noteholders. The Notice of Acceleration also provided that if S.B. Israel does not immediately pay all such accelerated amounts, the Hermetic Trust and the Noteholders may take any action to
recover amounts due in respect of the Notes which are unpaid, including, without limitation, enforcing any security interest.
On November 11, 2019,
S.B. Israel delivered a Consent to Enforcement and Foreclosure Proceedings to Advent and the Hermetic Trust (the “Consent”), pursuant to which: (a) S.B. Israel consents that Advent will commence enforcement and foreclosure proceedings
with respect to the pledges created to secure the Notes, including the Pledged Shares (the “Pledged Assets”); (b) S.B. Israel consents to the appointment of Advocate Ehud Sol as a receiver over the Pledged Assets, provided that he will
undertake, subject to court approval, that in the event of sale of the Pledged Assets and the underlying Pledged Partner Shares to a third party, he will conduct such a sale process in good faith and apply a sale process that is objective,
reasonable and transparent in order to achieve maximization of the proceeds in such a sale of control via the Pledged Partner Shares to third parties, and that Advocate Ehud Sol will keep S.B. Israel and its shareholders reasonably apprised of the
sale process; and (c) S.B. Israel consents that if so requested by Advent or such receiver, the Pledged Shares will be foreclosed by way of payment in kind and the replacement of the Notes for the Pledged Shares, provided that the transfer of
the Pledged Shares to Advent (or at Advent’s election, an entity controlled (by majority voting and economic interest, directly or indirectly) by CK Hutchison Holdings Limited) will be completed within 9 months from the date of the Consent.
On November 11, 2019, Advent applied to the Tel Aviv District court with a motion to enforce and foreclose proceedings with respect to the Pledged Assets
and to appoint Advocate Ehud Sol as a receiver over the Pledged Assets; the motion was supported by the Consent. On November 12, 2019, the District Court of Tel Aviv appointed Ehud Sol as receiver and issued an order which order vests with the
appointed receiver all rights related to the Pledged Shares, including the right to participate in the Issuer’s shareholders’ meetings, the right to vote the Pledged Shares, the right to receive dividends, and any contractual right related
to the Pledged Shares (the “Receiver Appointment”). As a result of the Receiver Appointment, as of November 12, 2019, the Reporting Persons ceased to beneficially own any Ordinary Shares of the Issuer.