zk1312658.htm

0001178913-13-000431.txt : 20130219 0001178913-13-000431.hdr.sgml : 20130219 20130219060324 ACCESSION NUMBER: 0001178913-13-000431 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130219 DATE AS OF CHANGE: 20130219 GROUP MEMBERS: ITSHAK SHARON (TSHUVA) GROUP MEMBERS: PHOENIX HOLDING LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARTNER COMMUNICATIONS CO LTD CENTRAL INDEX KEY: 0001096691 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50738 FILM NUMBER: 13621308 BUSINESS ADDRESS: STREET 1: 8 AMAL STREET AFEQ INDUSTRIAL PARK STREET 2: 972 3 905 4888 CITY: ROSH HAAYIN 48103 IS STATE: L3 ZIP: 00000 MAIL ADDRESS: STREET 1: 8 AMAL STREET STREET 2: AFEQ INDUSTRIAL PARK CITY: ROSH HA AYIN ISRAEL STATE: L3 ZIP: 48103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Delek Group, Ltd. CENTRAL INDEX KEY: 0001361371 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 7, GIBOREI ISRAEL STREET, P.O.B. 8464 STREET 2: INDUSTRIAL ZONE SOUTH CITY: NETANYA STATE: L3 ZIP: 42504 BUSINESS PHONE: 011-972-9-863-8590 MAIL ADDRESS: STREET 1: 7, GIBOREI ISRAEL STREET, P.O.B. 8464 STREET 2: INDUSTRIAL ZONE SOUTH CITY: NETANYA STATE: L3 ZIP: 42504 SC 13G 1 zk1312658.htm SCHEDULE 13G zk1312658.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Partner Communications Company Ltd.

(Name of Issuer)

Ordinary Shares, nominal value NIS 1.00 per share

(Title of Class of Securities)

70211M109

(CUSIP Number)

July 4, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 70211M109

13G

Page 2 of 10 Pages

1	NAME OF REPORTING PERSONS Itshak Sharon (Tshuva)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER ---
		6	SHARED VOTING POWER 7,858,224
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 7,858,224
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,858,224
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.05% (*)
12	TYPE OF REPORTING PERSON (See instructions) IN

(*) Based on 155,645,708 Ordinary Shares outstanding as of December 31, 2012 (as reported in the Issuer's Form 20-F filed on March 22, 2012).

CUSIP No. 70211M109

13G

Page 3 of 10 Pages

1	NAME OF REPORTING PERSONS Delek Group Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER ---
		6	SHARED VOTING POWER 7,858,224
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 7,858,224
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,858,224
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.05% (*)
12	TYPE OF REPORTING PERSON (See instructions) CO

(*) Based on 155,645,708 Ordinary Shares outstanding as of December 31, 2012 (as reported in the Issuer's Form 20-F filed on March 22, 2012).

CUSIP No. 70211M109

13G

Page 4 of 10 Pages

1	NAME OF REPORTING PERSONS The Phoenix Holding Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER ---
		6	SHARED VOTING POWER 7,858,224
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 7,858,224
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,858,224
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.05% (*)
12	TYPE OF REPORTING PERSON (See instructions) CO

(*) Based on 155,645,708 Ordinary Shares outstanding as of December 31, 2012 (as reported in the Issuer's Form 20-F filed on March 22, 2012).

Item 1. (a)

Name of Issuer:

Partner Communications Company Ltd.

(b)	Address of Issuer's Principal Executive Offices:

8 Amal Street, Afeq Industrial Park, Rosh-Ha'ayin 48103, Israel

Item 2. (a)

Name of Person Filing:

1. Itshak Sharon (Tshuva)

2. Delek Group Ltd.

3. The Phoenix Holding Ltd.

The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holding Ltd. (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.

The Phoenix Holding Ltd. is an majority-owned subsidiary of Delek Group Ltd. The majority of Delek Group Ltd.'s outstanding share capital and voting rights are owned, directly and indirectly, by Itshak Sharon (Tshuva) through private companies wholly-owned by him, and the remainder is held by the public.

(b)

Address of Principal Business Office:

The address of Itshak Sharon (Tshuva) and Delek Investments and Properties Ltd. is 7 Giborei Israel Street, P.O.B. 8464, Netanya, 42504, Israel.

The address of the Phoenix Holding Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.

(c)

Citizenship:

1. Itshak Sharon (Tshuva) - Israel

2. Delek Group Ltd. - Israel

3. The Phoenix Holding Ltd. - Israel

(d)

Title of Class of Securities:

Ordinary Shares, nominal value NIS 0.01 per share

(e)

CUSIP Number:

70211M109

Item 3.

N.A.

Item 4.

Ownership:

(a)

Amount beneficially owned:

See row 9 of cover page of each reporting person.

Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.

(b)

Percent of class:

See row 11 of cover page of each reporting person

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See row 5 of cover page of each reporting person

(ii)

Shared power to vote or to direct the vote:

See row 6 of cover page of each reporting person and note in Item 4(a) above

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of cover page of each reporting person

(iv)

Shared power to dispose or to direct the disposition of:

See row 8 of cover page of each reporting person and note in Item 4(a) above

Item 5.

Ownership of Five Percent or Less of a Class:

N.A.

Item 6.

Ownership of More than Five Percent on Behalf of Another:

N.A.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

N.A.

Item 8.

Identification and Classification of Members of the Group:

N.A.

Item 9.

Notice of Dissolution of Group:

N.A.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 17, 2013

Itshak Sharon (Tshuva)

/s/ Itshak Sharon (Tshuva)

____________________________

By: Itshak Sharon (Tshuva)

Delek Group Ltd.

/s/ Leora Pratt Levin

____________________________

By: Leora Pratt Levin*

Title: V.P. Legal Affairs

/s/ Gabi Last

____________________________

By: Gabi Last*

Title: Chairman

The Phoenix Holding Ltd.

/s/ Gady Greenstein

____________________________

By: Gady Greenstein*

Title: Chief Investment Officer

/s/ Orly Kronman-Dagan

____________________________

By: Orly Kronman-Dagan*

Title: Legal Counsel and Company Secretary

* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as an exhibit to this Schedule 13G.

EXHIBIT NO.

DESCRIPTION

Exhibit 1

Agreement of Joint Filing.

Exhibit 2

Notice of resolution of the Board of Directors of Delek Group Ltd. dated November 25, 2009.

Exhibit 3

Notice of resolution of the Board of Directors of the Phoenix Holding Ltd. dated December 6, 2010.

EX-99 2 exhibit_1.htm EXHIBIT 1 exhibit_1.htm

EXHIBIT 1

JOINT FILING AGREEMENT

By this Agreement, the undersigned agree that this Statement on Schedule 13G being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the securities of Partner Communications Company Ltd. is being filed on behalf of each of us.

February 17, 2013

Itshak Sharon (Tshuva)

/s/ Itshak Sharon (Tshuva)

____________________________

By: Itshak Sharon (Tshuva)

Delek Group Ltd.

/s/ Leora Pratt Levin

____________________________

By: Leora Pratt Levin*

Title: V.P. Legal Affairs

/s/ Gabi Last

____________________________

By: Gabi Last*

Title: Chairman

The Phoenix Holding Ltd.

/s/ Gady Greenstein

____________________________

By: Gady Greenstein**

Title: Chief Investment Officer

/s/ Orly Kronman-Dagan

____________________________

By: Orly Kronman-Dagan**

Title: Legal Counsel and Company Secretary

* Duly authorized by resolution of the Board of Directors of Delek Group Ltd. dated November 25, 2009.

** Duly authorized by resolution of the Board of Directors of the Phoenix Holding Ltd. dated December 6, 2010.

EX-99 3 exhibit_2.htm EXHIBIT 2 exhibit_2.htm

Exhibit 2

Delek Group Ltd

25/11/2009

Re: Delek Group Ltd (hereinafter: "The Company")

I hereby confirm that according to the board of directors' resolution, the company's signature rights, effective these date are as follows:

The joint signatures of any two signatories listed below, on and above the company seal or printed name, bind the company for any purpose.

	Signatories
	Mr. Gabi Last
	***
	***
	***
	***
	***
	***
	***
	Mrs. Leora Pratt Levin
	***
	***
	***

	/s/ Meital Avital
	Meital Avital, Advocate

EX-99 4 exhibit_3.htm EXHIBIT 3 exhibit_3.htm

Exhibit 3

[Unofficial Translation]

December 6, 2010

Powers of Signature in The Phoenix Holdings Ltd.

(hereinafter: the "Company")

In accordance with a resolution of the Board of Directors, the powers of signature in the Company as of December 6th, 2010 are as follows:

General Rights of Signature

1.	The signatures of two directors from Group A shall bind the Company in any matter for an unlimited amount.

2.	The signature of the Chairman of the Board of Directors and the General Manager of the Company together, or the signature of one of them with the addition of a director from Group B, shall bind the Company in any matter for an unlimited amount.

3.	The signature of one of the directors from Group A together with the signature of one of the directors from Group B shall bind the Company in any matter up to a sum of NIS 50,000,000.

4.	The signatures of two directors from Group B shall commit the Company's accounts in any matter up to a sum of NIS 25,000,000.

***

Delegation and Revocation of Powers

***

Group A	Group B
***	***
***	***
***	Gady Greenstein
***	Orly Kronman Dagan
***
***
***
***
***

I hereby certify that the aforesaid resolutions of the Board of Directors were duly adopted and are binding on the Company for all intents and purposes.

/s/ Orly Kronan Dagan

Orly Kronman Dagan, Adv.

VP, Company Secretary