Report of Foreign Issuer (6-k)
March 09 2015 - 6:09AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2015
INTERNET GOLD-GOLDEN LINES LTD.
(Name of Registrant)
2 Dov Friedman Street, Ramat Gan 5250301, Israel
(Address of Principal Executive Office)
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): 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)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
Internet Gold-Golden Lines Ltd.
EXPLANATORY NOTE
The following exhibits are attached:
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99.1
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An immediate report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., itself a subsidiary of Internet Gold, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Issuer Comment - Midroog.
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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.
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INTERNET GOLD-GOLDEN LINES LTD.
(Registrant)
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By:
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/s/ Doron Turgeman |
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Doron Turgeman |
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Chief Executive Officer |
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EXHIBIT INDEX
The following exhibits are attached:
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99.1
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An immediate report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., itself a subsidiary of Internet Gold, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Issuer Comment - Midroog.
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EXHIBIT 99.1
Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”)
To: The Tel Aviv Stock Exchange
The Israeli Securities Authority
Issuer Comment - Midroog
Below is an excerpt from Midroog's Issuer Comment issued with respect to the Company:
On February 10, 2015, the Board of Directors of Bezeq (the "Company") approved the Company's execution of a transaction of stakeholders for the purchase of the remaining shares and shareholders loans of D.B.S. Satellite Services (1998) Ltd. (hereinafter, "Yes") and an increase of up to 100% of Yes' shareholdings. The consideration was set at a cash amount of NIS 680 million and two contingent considerations at an aggregate of NIS 370 million, contingent on Yes' ability to take a loss for tax purposes and on Yes' performance over the course of several years. It is noted that implementation of the transaction is subject to the approval of a special general meeting of shareholders of Bezeq and the approval of the Ministry of Communications.
In Midroog's estimation, the merger, at its current stage (based on the circumstances reported) will not affect the rating of Bezeq's debentures series (Series 5 through 8) (Aa2 stable).
A full merger of Yes in the medium term will support the Company's business profile and its ability to maintain relative advantage; to offer an all-inclusive communications package; to contend with increased competition and to maintain and expand its clientele base. The merger offers potential to realize operating, marketing and tax synergies in the medium-long term, which will support the Company's financial profile.
In the short term, however, according to Midroog's base scenario for the terms of the transactions, Midroog anticipate a certain erosion in the Company's financial profile (despite an increase in cash flow) which will be expressed in an certain erosion in profitability, which should remain high in the balance sheet leverage and coverage ratios, although the latter will still remain within the rating range.
In order to review the full report, please refer to the TASE website:
http://maya.tase.co.il/bursa/report.asp?report_cd=952527
The above information constitutes a translation of the excerpt from "Issuer Comment" published by the Company and Midroog. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.
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