If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
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, as amended (the 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).
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1.
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Names of
Reporting Persons
XT Investments Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
Not applicable
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5.
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Check if Disclosure of Legal
Proceedings is Required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
1,248,128
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
1,248,128
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,128
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
2.3%
(1)
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14.
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Type of Reporting Person (See
Instructions)
CO
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(1)
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Based on 53,826,749 outstanding Ordinary Shares (as defined below) of the Issuer, as reported by the Issuer in its Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the Securities and
Exchange Commission (the
SEC
) on April 9, 2018 and as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
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1.
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Names of
Reporting Persons
XT Holdings Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
Not applicable
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5.
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Check if Disclosure of Legal
Proceedings is Required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
1,248,128
(1)
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
1,248,128
(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,128
(1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
2.3%
(2)
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14.
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Type of Reporting Person (See
Instructions)
CO
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(1)
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Consists entirely of the Ordinary Shares of the Issuer that are beneficially owned by XT Investments Ltd. XT Investments Ltd. is a direct wholly-owned subsidiary of XT Holdings Ltd. See Item 5.
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(2)
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Based on 53,826,749 outstanding Ordinary Shares of the Issuer, as reported by the Issuer in its Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the SEC on April 9, 2018 and as
calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Statement of
XT INVESTMENTS
LTD.
XT HOLDINGS LTD.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
KENON HOLDINGS
LTD.
This Amendment No. 3 to Schedule 13D (this
Amendment No.
3
) is being filed by each of XT Investments
Ltd. and XT Holdings Ltd. (collectively, the
Reporting Persons
) to reflect changes in the percentage of ordinary shares, no par value (the
Ordinary Shares
), of Kenon Holdings Ltd. (the
Issuer
or
Kenon
), beneficially held by the Reporting Persons, and amends and supplements the statement on Schedule 13D filed on January 21, 2015 (the
Original Schedule 13D
), as amended on January 10, 2016
(
Amendment No.
1
) and August 21, 2017 (
Amendment No.
2
and, together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the
Schedule 13D
or the
Statement
). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Original Schedule 13D, Amendment No. 1, or
Amendment No. 2, as applicable.
This Amendment No. 3 is being filed to amend Items 2, 4 and 5 of the Schedule 13D as follows:
Item 2.
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Identity and Background
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Schedule 1 of the Schedule 13D is hereby amended and restated in its entirety
with Schedule 1 attached hereto, which is incorporated by reference herein.
Item 4.
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Purpose of Transaction
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Item (a) in the second paragraph in Item 4 is amended and restated as follows:
(a) The acquisition by any person of additional securities of the Issuer;
The final paragraph in Item 4 is amended and restated as follows:
Each of the Reporting Persons intends to dispose of all or a portion of the securities of the Issuer owned by it, through the open
market, private agreements or otherwise, over time, and subject to market conditions and opportunities. Until the Reporting Persons dispose of all of the securities of the Issuer held by them, if at all, the Reporting Persons intend to continuously
review their investment in the Issuer and each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters.
Item 5.
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Interest in Securities of the Issuer
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The first paragraph in Item 5 and all paragraphs under
Items 5(a), (b), (c) and (e) of the Schedule 13D are amended and restated as follows:
All calculations of beneficial
ownership percentage in this Schedule 13D are made on the basis of 53,826,749 outstanding Ordinary Shares of the Issuer, as reported by the Issuer in its Annual Report on Form
20-F
for the fiscal year ended
December 31, 2017, filed with the SEC on April 9, 2018, and as calculated pursuant to
Rule 13d-3
of the Securities Exchange Act of 1934, as amended.
(a)-(b)
(i) After giving
effect to the sale on April 11, 2018, XT Investments is the beneficial owner of an aggregate of 1,248,128 Ordinary Shares, representing 2.3% of the issued and outstanding Ordinary Shares. All of the Ordinary Shares that XT Investments
beneficially owns are held directly by XT Investments. XT Investments possesses voting power and dispositive power with respect to the Ordinary Shares that it beneficially owns and, as set forth below, may be deemed to share such voting power and
dispositive power with XT Holdings.
(ii) After giving effect to the sale on April 11, 2018, XT Holdings may be deemed to be the
beneficial owner of an aggregate of 1,248,128 Ordinary Shares , representing 2.3% of the issued and outstanding Ordinary Shares. Such amount consists entirely of the 1,248,128 Ordinary Shares beneficially owned by XT Investments. XT Holdings does
not hold any Ordinary Shares itself. XT Holdings may be deemed to share voting power and dispositive power with respect to the Ordinary Shares beneficially owned by XT Investments with XT Investments, in each case by virtue of XT Holdings being the
parent company of XT Investments.
(iii) To the knowledge of the Reporting Persons, the following Schedule 1 Persons own Ordinary Shares
as follows: (1) Mr. Ehud Angel - 21 Ordinary Shares; (2) Mr. Ori Angel - 712 Ordinary Shares; and (3) Mr. Amnon Lion - 14,098 Ordinary Shares.
(c) On a trade date of April 11, 2018, XT Investments sold 5,025,000 Ordinary Shares at NIS56 per Ordinary Share in privately
negotiated transactions on the Tel Aviv Stock Exchange. The trade is expected to settle on April 12, 2018. Except as set forth above, no transactions were effected by the Reporting Persons, or, to the knowledge of the Reporting Persons, any of
the Schedule 1 Persons, with respect to the Ordinary Shares during the sixty (60) days preceding the date hereof.
(e)
After giving effect to the sale on April 11, 2018, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Ordinary Shares.
Signature
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, we certify that the information set forth in this
Statement is true, complete and correct.
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By:
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/s/ Ori Angel
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Name:
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Ori Angel
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Title:
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Director
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By:
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/s/ Ori Angel
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Name:
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Ori Angel
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Title:
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Director
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Dated: April 11, 2018
Schedule 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
THE REPORTING PERSONS
(a)-(c); (f);
The
name, business address, present principal occupation and citizenship of each director and executive officer of each of the Reporting Persons is set forth below. Unless otherwise noted, the business address for each person listed below is c/o XT
Holdings Ltd., 9 Andre Saharov Street, P.O.B. 15090, Haifa 31905, Israel.
XT Investments Ltd.
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Name and Business Address
(if applicable)
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Principal Occupation and Principal Business
(if applicable)
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Country of Citizenship
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Mr. Ehud Angel
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Business Person,
Director
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Israel
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Mr. Amnon Lion
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Director
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Israel
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Mr. Ori Angel
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Director
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Israel
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Mr. Yossi Rosen
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Director
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Israel
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XT Holdings Ltd.
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Name and Business Address
(if applicable)
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Principal Occupation and Principal Business
(if applicable)
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Country of Citizenship
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Mr. Ehud Angel
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Business Person,
Director
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Israel
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Mr. Amnon Lion
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Director
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Israel
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Mr. Ori Angel
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Director
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Israel
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Mr. Yossi Rosen
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Director
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Israel
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Mr. Guy Eldar
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Chief Financial Officer
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Israel
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