UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of September 25, 2015
 
Commission File Number 000-28996

ELBIT IMAGING LTD.
  (Translation of Registrant’s Name into English)
 
7 MOTA GUR STREET, PETACH TIKVA, ISRAEL
  (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 o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
 
 

 

EXHIBIT 99.1 OF THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO ELBIT IMAGING LTD.’S REGISTRATION STATEMENT ON FORM F-1 (REGISTRATION STATEMENTS NO. 333-194519), REGISTRATION STATEMENT ON FORM F-3 (REGISTRATION STATEMENT NO. 333-172122) AND REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENTS NOS. 333-117509, 333-130852, 333-136684 AND 333-152820), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
 
CONTENTS
 
This Report on Form 6-K of Elbit consists of the following document, which is attached hereto and incorporated by reference herein:
 
99.1.
Press Release: Elbit Imaging announces a motion to approve a derivative claim.
 
SIGNATURE
 
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.
 
 
 
 
Date: September 25, 2015
 
ELBIT IMAGING LTD.
(Registrant)
 
By: /s/ Ron Hadassi
——————————————
Ron Hadassi
Chairman of the Board of Directors
 
 
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Exhibit 99.1
 
ELBIT IMAGING ANNOUNCES RECEIPT OF A MOTION
TO APPROVE A DERIVATIVE CLAIM
 
Tel Aviv, Israel, September 25, 2015, Elbit Imaging Ltd. (“EI” or the “Company”) (TASE, NASDAQ: EMITF) announced today the filing of a Motion for approval of a derivative claim against the Company's and its directors (the “Motion” and the “Derivative claim,” respectively) on behalf of the Company. The Motion was filed by Mr. Shlomi Kelsi, a director of the Company.

The Claim alleges, among other things, a breach of fiduciary duty and duty of care by the Company’s directors as a result of resolutions that were taken in recent Board meetings. The Claim further alleges, that such resolutions should be void or at least to be declared as voidable. The regard resolutions mainly concerning the approval of the board to convey a shareholders meeting of the Company to re-elect the Company's board members, as described in the Company's announcement dated September 3, 2015, and the convening of extraordinary general meeting in Plaza Centers NV a subsidiary of the Company ("Plaza") to dismiss certain directors from their position as board members in Plaza, as described in the Company's announcement dated September 21, 2015.

The Applicants also filed an interim injunction for temporary remedies to postpone the general meeting of the Company from discussing and voting on the size of the Company's board of directors and from re-electing of the Company's board of directors, and to instruct the Company to withdraw its request to convene a general meeting in Plaza or to instruct the Company to vote against any change in Plaza's board of directors in such general meeting.

The Applicants further requested a splitting of remedies and a reimbursement of expenses and legal fees.

At this preliminary stage, the Company is currently reviewing and evaluating the Motion and will submit its response accordingly.

About Elbit Imaging Ltd.
Elbit Imaging Ltd. operates in the following principal fields of business: (i) Commercial centers - initiation, construction, and sale of commercial centers and other mixed-use property projects, predominantly in the retail sector, located in Central and Eastern Europe and in India. In certain circumstances and depending on market conditions, the Group operates and manages commercial centers prior to their sale. (ii)  Hotels - hotels operation and management. (iii) Medical industries and devices - (a) research and development, production and marketing of magnetic resonance imaging guided focused ultrasound treatment equipment, and (b) development of stem cell population expansion technologies and stem cell therapy products for transplantation and regenerative medicine. (iv) Residential projects - initiation, construction and sale of residential units or plots designated for residential located primarily in India.

 
 

 
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
Any forward-looking statements in our releases include statements regarding the intent, belief or current expectations of Elbit Imaging Ltd. and our management about our business, financial condition, results of operations, and its relationship with its employees and the condition of our properties. Words such as “believe,” "would," “expect,” “intend,” “estimate” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Actual results may differ materially from those projected, expressed or implied in the forward-looking statements as a result of various factors including, without limitation, the factors set forth in our filings with the Securities and Exchange Commission including, without limitation, Item 3.D of our annual report on Form 20-F for the fiscal year ended December 31, 2014, under the caption “Risk Factors.” Any forward-looking statements contained in our releases speak only as of the date of such release, and we caution existing and prospective investors not to place undue reliance on such statements. Such forward-looking statements do not purport to be predictions of future events or circumstances, and therefore, there can be no assurance that any forward-looking statement contained our releases will prove to be accurate. We undertake no obligation to update or revise any forward-looking statements.

For Further Information:
 
Company Contact
 
Ron Hadassi
 
Chairman of the Board of Directors
 
Tel: +972-3-608-6048
Fax: +972-3-608-6050
 
ron@elbitimaging.com
 
 
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