SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)

(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(b)

Under the Securities Exchange Act of 1934

 

 

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

 

☐ Rule 13d-1(b)

 

☒ Rule 13d-1(c)

 

☐ 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).

 

 

1.	Name of Reporting Persons/ I.R.S. Identification Nos. of above persons (entities only). Clal Insurance Enterprises Holdings Ltd.
2.	Check the Appropriate Box if a Member of a Group (a) o (b) o
3.	SEC Use Only
4.	Place of Organization   Israel
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power   0
		6.	Shared Voting Power   2,276,349 Ordinary Shares *
		7.	Sole Dispositive Power   0
		8.	Shared Dispositive Power   2,276,349 Ordinary Shares *
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,276,349 Ordinary Shares *
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
11.	Percent of Class Represented by Amount in Row (9)   5.2%**
12.	Type of Reporting Person :                                                         CO

 

 

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Item 1.

 

Item 2.

 

While IDB Development is included as a Reporting Person herein, IDB Development disclaims beneficial ownership of the Ordinary Shares reported by Clal herein, primarily as a result of the following: On August 21, 2013, the Israeli Supervisor of Capital Markets, Insurance and Savings (the "Supervisor of Insurance") appointed Mr. Moshe Terry (the "Trustee") to hold, as trustee, IDB Development's means of control in Clal (i.e., most of the shares that IDB Development holds in Clal). Moreover, the Supervisor of Insurance has not issued a control permit to IDB Development and its controlling shareholders, with respect to IDB Development's holdings in Clal and instructed IDB Development to sell its controlling stake in Clal within a set timetable.

 

(a)	Name of Person Filing:

 

This Statement is filed by:

(1)

Clal Insurance Enterprises Holdings Ltd.

 

(2)

IDB Development Corporation Ltd.

 

The foregoing entities are collectively referred to as the “Reporting Persons” in this Statement.

 

(1)          Clal Insurance Enterprises Holdings Ltd., an Israeli public corporation (“Clal”) may be deemed to beneficially own the Ordinary Shares reported in this Statement.  See Item 4.

 

 

Clal Insurance Enterprises Holdings Ltd.  – 36 Raul Walenberg St., Tel Aviv 66180, Israel

IDB Development Corporation Ltd.  -  The Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023, Israel

 

(c)	Place of Organization:

 

Place of organization of all Reporting Persons, as the case may be, is Israel.

 

(d)	Title of Class of Securities:

 

(e)	CUSIP Number:

 

559166103

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

 

Item 4.

Ownership

 

Except as set forth above, see items 5-11 of the cover page hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.

 

 

Item 5.

Ownership of 5 Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable.

 

Item 8.

Identification and Classification of Members of the Group Not applicable.

 

Item 9.

Notice of Dissolution of Group   Not applicable.

 

Item 10.  Certifications

 

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.

 

 

SIGNATURES

 

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.

 

 

	CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
	IDB DEVELOPMENT CORPORATION LTD.
	BY: CLAL INSURANCE ENTERPRISES HOLDINGS LTD.
	BY: /s/ Anath Levin    /s/ Moshe Ernst
	Anath Levin and Moshe Ernst, authorized signatories of CLAL INSURANCE ENTERPRISES HOLDINGS LTD., for itself and on behalf of IDB Development Corporation Ltd., pursuant to an agreement annexed as Exhibit 1 to this Schedule 13G.

 

 

Clal is hereby authorized to file a copy of this letter as an exhibit to said Schedule 13D or Schedule 13G or any amendments thereto.

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