0001178913-15-000291.txt : 20150209 0001178913-15-000291.hdr.sgml : 20150209 20150209060155 ACCESSION NUMBER: 0001178913-15-000291 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150209 DATE AS OF CHANGE: 20150209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RedHill Biopharma Ltd. CENTRAL INDEX KEY: 0001553846 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87280 FILM NUMBER: 15586619 BUSINESS ADDRESS: STREET 1: 21 HA'ARBA'A STREET CITY: TEL AVIV STATE: L3 ZIP: 64739 BUSINESS PHONE: 972-3-541-3131 MAIL ADDRESS: STREET 1: 21 HA'ARBA'A STREET CITY: TEL AVIV STATE: L3 ZIP: 64739 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Migdal Insurance & Financial Holdings Ltd. CENTRAL INDEX KEY: 0001415912 IRS NUMBER: 930000948 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4, EF'AL STREET CITY: PETACH TIKVA STATE: L3 ZIP: 49512 BUSINESS PHONE: 972-3-9168959 MAIL ADDRESS: STREET 1: 4, EF'AL STREET CITY: PETACH TIKVA STATE: L3 ZIP: 49512 SC 13G 1 zk1516153.htm SC 13G zk1516153.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(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
 
RedHill Biopharma Ltd.
(Name of Issuer)
 
Ordinary Shares, NIS 0.01 par value per share
(Title of Class of Securities)
 
 
757468103
 
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the following box to designate the rule pursuant to which the Schedule is filed:
 
¨ Rule 13d-1(b)
 
x 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 disclosures provided in a prior cover page.
 
The information required on 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.  757468103
 
1.
Name of Reporting Person
 
Migdal Insurance & Financial Holdings Ltd
2. Check the Appropriate Box if a Member of a Group
(a) x
(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
 
 
6. Shared Voting Power
 
5,233,410 Ordinary Shares (*) (**)
7.
Sole Dispositive Power
 
 
8. Shared Dispositive Power
 
5,233,410 Ordinary Shares (*) (**)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,233,410 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)
 
5.95%***
12. Type of Reporting Person :               
 
CO
 
*See Item 4.
 
** Evidenced by (i) 3,797,512 Ordinary Shares, and (ii) 1,435,898 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares.
 
*** Based on 87,884,114 ordinary shares issued and outstanding as of December 31, 2014 (accordingly to publicly available information provided by the issuer).
 
Page 2 of 5 pages

 

Item 1.
 
 
(a)
Name of Issuer:
 
RedHill Biopharma Ltd.

 
(b)
Address of Issuer’s Principal Executive Offices:
 
21 Ha’arba’a Street, Tel Aviv 64739, Israel
Item 2.
 
       (a)-(c)      Name of Person Filing, address and citizenship:

       The foregoing entity is referred to as the “Reporting Person” in this Statement:

        Migdal Insurance & Financial Holdings Ltd., an Israeli public company, with a principal business address at  4 Efal Street; P.O. Box 3063; Petach Tikva 49512, Israel.

 
(d)
Title of Class of Securities:
 
Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”)
 
 
(e)
CUSIP Number:
 
757468103
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
Not Applicable.
 
Item 4.
Ownership
 
Of the 5,233,410 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person 5,233,410 are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by subsidiaries of Reporting Person, according to the following segmentation: 3,286,333 Ordinary Shares are held by Profit participating life assurance accounts (2,347,380 Ordinary Shares, and 938,953 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares) and 1,739,310 Ordinary Shares are held by Provident funds and companies that manage provident funds (1,242,365 Ordinary Shares, and 496,945 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares), and 207,767 Ordinary Shares are held by companies for the management of funds for joint investments in trusteeship, each of which subsidiaries operates under independent management and makes independent voting and investment decisions. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of 5,233,410 Ordinary Shares reported in this Statement Except as set forth above, see items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which are incorporated herein.
 
Item 5.
Ownership of Five 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 o.
 
Item 6.
Ownership of More than Five 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
 
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
 
Not Applicable.
 
Item 9.   Notice of Dissolution of Group
 
 
Not Applicable.
 
 
Page 3 of 5 pages

 
 
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 PAGE TO FOLLOW]
 
 
Page 4 of 5 pages

 
 
 
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.
 
February 8, 2015
 
  MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.

BY: /s/ Eran Czerninski & Asaf Shoham
authorized signatories of MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD.
 
Page 5 of 5 pages