Notification That Form 20-f Will Be Submitted Late (nt 20-f)
May 01 2019 - 12:20PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
000-30198
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(Check One)
☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
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For Period Ended:
December 31, 2018
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☐
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Transition Report on Form 10-K
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☐
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Transition Report on Form 20-F
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☐
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Transition Report on Form 11-K
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☐
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Transition Report on Form 10-Q
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☐
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Transition Report on Form N-SAR
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For the Transition Period Ended: _________________________________
Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be
construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Internet Gold - Golden Lines Ltd.
Full Name of Registrant
N/A
Former Name if Applicable
2 Dov Friedman Street
Address of Principal
Executive Office (
Street and Number)
Ramat Gan 5250301,
Israel
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
☒
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated
without unreasonable effort or expense
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,
Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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Persons who are to respond to the collections of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1344 (04-09)
PART III – NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Registrant is in the process of compiling
information for the year ending December 31, 2018 for the Form 20-F, all of which information has not yet been received.
The Registrant anticipates that it will
file the Annual Report no later than the 15th calendar day following the prescribed filing date.
PART IV – OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard
to this notification
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Doron Turgeman, CEO
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+972-3-9240000
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(Name)
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(Area Code) (Telephone Number)
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(2)
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Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s).
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☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof?
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☒ Yes ☐ No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
As previously reported,
the Registrant expects to report a loss attributable to shareholders of approximately NIS 730-760 million (approximately $195-203
million) for the year ended December 31, 2018 compared with NIS 15 million in 2017. The loss in 2018 was mainly due to the one-time
net impairment charges relating to DBS in the amount of NIS 1.5 billion ($400 million) and a NIS 560 million ($150 million) provision
for costs associated with the early retirement of Bezeq Fixed-Line employees. In addition, B Communications had impairment charges
of approximately NIS 610-660 million ($160-180 million) with respect to its carrying value of Pelephone and Bezeq International.
As previously reported, the Israeli Securities Authority,
or the ISA, investigated Bezeq - The Israel Telecommunication Corp. Ltd., or Bezeq, a subsidiary of B Communications Ltd., itself
a subsidiary of the Registrant, and several of Bezeq’s officers and directors with respect to certain alleged criminal offenses.
The Registrant’s auditors are expected to issue a “qualified opinion” on the Registrant’s financial statements
because of the inability to obtain sufficient supporting evidence as to the effect, if any, of the investigation proceedings on
the consolidated financial statements and “going concern” emphasis of matter. Furthermore, the Registrant’s auditors
are expected to issue a “disclaimer of opinion” on the Registrant’s internal controls over financial reporting,
or ICFR, based on their inability to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the
effectiveness of the Registrant’s ICFR as a result of the investigation.
Date: May 1, 2019
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By:
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/s/ Doron Turgeman
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Doron Turgeman, CEO
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INSTRUCTION: The form may be signed by an executive officer of the Registrant or by any other duly authorized
representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement
is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s
authority to sign on behalf of the registrant shall be filed with the form.
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