Report of Foreign Issuer (6-k)
May 27 2015 - 7:47AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF A FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
May 27, 2015
Commission File Number 001-36761
Kenon
Holdings Ltd.
1 Temasek Avenue #36-01
Millenia Tower
Singapore
039192
(Address of principal executive offices)
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 ¨
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 ¨ No
x
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.
333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.
Kenon Announces Results of Extraordinary General Meeting
Kenon is pleased to announce that the resolution proposed at the Extraordinary General Meeting held earlier today (the EGM) to approve a capital
reduction to enable Kenon to distribute, on a pro rata basis, some, or all, of the 18,030,041 ordinary shares of Tower Semiconductor Ltd. (Tower) held by Kenon, as well as 1,669,795 ordinary shares of Tower underlying the 1,669,795
Series 9 Warrants of Tower held by Kenon (the Proposed Distribution) (the Proposal), was duly passed by Kenons shareholders. 100% of the Kenon shareholders voting at the EGM voted in favor of the Proposal.
Completion of the Proposed Distribution remains subject to the satisfaction of certain conditions, as set forth in the Proxy and Information Statement, dated
as of May 1, 2015, and filed as Exhibit 99.1 to Kenons Report on Form 6-K, dated as of May 1, 2015 (the Proxy and Information Statement).
The full text of the Proposal is also contained in the Proxy and Information Statement.
Caution Concerning Forward-Looking Statements
The
information included herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the Proposed Distribution, including the
maximum number of shares that may be distributed and conditions to the Proposed Distribution. These statements are based on Kenons managements current expectations or beliefs, and are subject to uncertainty and changes in circumstances.
These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Kenons control, which could cause actual results to differ materially from those indicated in Kenons forward-looking
statements. Such risks include risks relating to a failure to successfully satisfy the conditions of the Proposed Distribution, or otherwise a failure by Kenon to complete the Proposed Distribution, the number of shares ultimately distributed in the
Proposed Distribution (which Kenon has not yet determined), the timing of the Proposed Distribution, tax consequences of the Proposed Distribution, and other risks and factors, including those risks set forth under the heading Risks Related to
the Distribution in the Proxy and Information Statement filed with the SEC. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or
otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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KENON HOLDINGS LTD. |
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Date: May 27, 2015 |
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By: |
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/s/ Yoav Doppelt |
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Name: |
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Yoav Doppelt |
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Title: |
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Chief Executive Officer |
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