CEL Cellcom Israel Ltd

SCHEDULE 13D

CUSIP NO.  M2196U-10-9

Page 2 of 18 pages

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1	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Koor Industries Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒ (b) ☐
3	SEC Use only
4	Source of funds (See Instructions)
	OO
5	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Israel
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power
			0
		8	Shared Voting Power
			55,397,802 (*)
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			51,985,302 (**)
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	55,397,802 (*)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☒ (***)
13	Percent of Class Represented by Amount in Row (11)
	47.62 % (*)
14	Type of Reporting Person (See Instructions)
	CO

 

(*)

Includes (i) 30,981,559 Ordinary Shares held by Koor Industries Ltd. (" Koor "), a wholly owned subsidiary of Discount Investment Corporation Ltd. (" DIC "); (ii) 3,157,100 options to purchase Ordinary Shares held by Koor; (iii) 12,188,355 Ordinary Shares held by DIC Communication and Technology Ltd., a wholly-owned subsidiary of Koor; ( iv ) 3,412,500 Ordinary Shares, representing approximately 2.93 % of the outstanding Ordinary Shares, held by two shareholders whose voting rights in respect of these shares are vested in Koor and whose dispositive power in respect of these shares is subject to certain rights of Koor ( shares described in clauses (i) through (iv) collectively, the " Koor Shareholdings "); ( v ) 5, 658,288 Ordinary Shares, representing 5% of the outstanding Ordinary Shares held by Wior Communications Ltd. and Blejer Communications Ltd. (through a lending transaction   two private Israeli companies, fully owned by Messrs. Mauricio Wior and Mario Blejer, respectively (the " Israeli Shareholders "). For further information on the lending transaction, see Item 6 below. Does not include 50,949 Ordinary Shares held by unaffiliated third-party client accounts managed by a subsidiary of Epsilon Investment House Ltd., which is a direct subsidiary of Koor (“ Epsilon ”) as portfolio managers, and 22,919 Ordinary Shares held by unaffiliated third-party client accounts managed by Koor-Tadiran Provident Fund Ltd., a direct subsidiary of Koor (collectively, the " Epsilon Shareholdings "). The reporting person disclaims beneficial ownership of the Epsilon Shareholdings.

Page 3 of 18 pages

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1	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Discount Investment Corporation Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒ (b) ☐
3	SEC Use only
4	Source of funds (See Instructions)
	OO
5	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Israel
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power
			0
		8	Shared Voting Power
			56,547,802 (*)
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			53,135,302 (**)
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	56,547,802 (*)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☒ (***)
13	Percent of Class Represented by Amount in Row (11)
	48.61 %
14	Type of Reporting Person (See Instructions)
	CO

Page 4 of 18 pages

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1	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Eduardo Sergio Elsztain
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒ (b) ☐
3	SEC Use only
4	Source of funds (See Instructions)
	OO
5	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Argentina
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power
			0
		8	Shared Voting Power
			56,547,802 (*)
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			53,135,302 (**)
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	56,547,802 (*)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☒ (***)
13	Percent of Class Represented by Amount in Row (11)
	48.61 %
14	Type of Reporting Person (See Instructions)
	IN

 

Page 5 of 18 pages

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1	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Wior Communications Ltd. (*)
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒ (b) ☐
3	SEC Use only
4	Source of funds (See Instructions)
	OO (see Item 6)
5	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Israel
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power
			0
		8	Shared Voting Power
			5, 658,288   (**)
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			5, 658,288   (**)
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	5, 658,288   (**)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☐
13	Percent of Class Represented by Amount in Row (11)
	5.0% (**)
14	Type of Reporting Person (See Instructions)
	IN

Page 6 of 18 pages

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1	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Mauricio Wior (*)
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒ (b) ☐
3	SEC Use only
4	Source of funds (See Instructions)
	OO (see Item 6)
5	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Israel
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power
			0
		8	Shared Voting Power
			5, 658,288   (**)
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			5, 658,288   (**)
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	5, 658,288   (**)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☐
13	Percent of Class Represented by Amount in Row (11)
	5.0% (**)
14	Type of Reporting Person (See Instructions)
	IN

Page 7 of 18 pages

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1	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Blejer Communications (*)
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒ (b) ☐
3	SEC Use only
4	Source of funds (See Instructions)
	OO (see Item 6)
5	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Israel
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power
			0
		8	Shared Voting Power
			5, 658,288   (**)
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			5, 658,288   (**)
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	5, 658,288   (**)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☐
13	Percent of Class Represented by Amount in Row (11)
	5.0% (**)
14	Type of Reporting Person (See Instructions)
	IN

Page 8 of 18 pages

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1	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Mario Blejer(*)
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☒ (b) ☐
3	SEC Use only
4	Source of funds (See Instructions)
	OO (see Item 6)
5	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Israel
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power
			0
		8	Shared Voting Power
			5, 658,288   (**)
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			5, 658,288   (**)
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	5, 658,288   (**)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☐
13	Percent of Class Represented by Amount in Row (11)
	5.0% (**)
14	Type of Reporting Person (See Instructions)
	IN

Page 9 of 18 pages

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This Amendment No. 3 on Schedule 13D/A (the " Amendment ") amends and supplements to the extent specified herein the Statement on Schedule 13D with respect to the ordinary shares, par value NIS 0.01 per share (the " Ordinary Shares "), of Cellcom Israel Ltd. (the " Issuer "), initially filed with the Securities and Exchange Commission on May 20, 2014 (as amended, the “ Statement ”). Capitalized terms used herein without being defined herein have the meanings given to them in the Statement.

The following amends and supplements Items 2, 3, 4, 5 , 6 and 7 of the Statement.

Item 2.            Identity and Background

Item 2 is hereby amended as follows:

(a), (b) and (c):            The Reporting Persons.

As of this date, Mr. Eduardo Sergio Elsztain (" Elsztain ") is the controlling shareholder of Discount Investment Corporation Ltd. (" DIC "). Elsztain holds (indirectly, through entities in his control) approximately 76. 56 % of the share capital of DIC (and approximately 73.57% of DIC's share capital on a fully diluted basis).

The following changes were made to the holdings of the Reporting Persons since the submission of Amendment No. 2 to   Schedule 13D on May 10, 2018 :

On June 26, 2018 DIC purchased 1,150,000 Ordinary Shares of the Issuer (which represented 1.14 % of the Issuer's issued and outstanding share capital before the

A.

public offering of the Issuer , as detailed in this item below; and 0.99 % of the Issuer's issued and outstanding share capital immediately after such public offering), through a swap transaction with a banking institution (" Swap Transaction "). For details regarding the Swap Transaction, see Item 6 below.

B.

In a public offering completed by the Issuer on June 27, 2018, Koor purchased 6,314,200 Ordinary Shares of the Issuer (which represents 5.43% of the Issuer's issued and outstanding share capital) and was granted 3,157,100 options to purchase Ordinary Shares of the Issuer (which represents 2.71% of the Issuer's issued and outstanding share capital) (the " Koor Options "), for approximately NIS 146 million. The Koor Options consist of (i) Series 1 options exercisable into 1,578,550 Ordinary Shares from the date of grant until December 24, 2018 at an exercise price of NIS19.50 per Ordinary Share, and (ii) Series 2 options exercisable into 1,578,550 Ordinary Shares from the date of grant until June 24, 2019 at an exercise price of NIS20.00 per Ordinary Share.

C.

With respect to Koor's securities lending transaction with the Israeli Shareholders on June 28, 2018, Koor transferred additional 606,060 Ordinary shares of the Issuer to the Israeli Shareholders (which represents 0.52 % of the Issuer's issued and outstanding share capital). For details regarding the lending transaction between Koor and the Israeli Shareholders, see Item 6 below.

Page 10 of 18 pages

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(2)             Koor an Israeli private corporation, with its business and principal office at the Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 6702301, Israel, holds directly 25,273,419 Ordinary Shares. Koor is a wholly owned subsidiary of DIC. By reason of Koor’s ownership interest in and control of DIC Communication, Koor may be deemed beneficial owner of, and sharing the power to vote and dispose of, the Ordinary Shares held by DIC Communication.

(3)            DIC, an Israeli public corporation, with its business and principal office at the Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 6702301, Israel owns, as of the date hereof, 100% of the outstanding shares of Koor. DIC organizes, acquires interests in, finances and participates in the management of companies.

As DIC has been informed, as of June 30 , 2018:

 

Inversiones Financieras del Sur S.A. (" IFISA ") has a 23.96 % holding in Cresud. IFISA is a private company that is registered in Uruguay and is wholly owned by IFIS Limited (" IFIS ").  In addition, Agroinvestment S.A., a company incorporated in the Republic of Uruguay, which is held 100% by Mr. Elstein ("Agroinvestment"), holds 10.76 % of the issued share capital of Cresud.

IFIS is a private investments company, which is registered in Bermuda, which is controlled, indirectly, by Mr. Eduardo Elsztain, who has a holding of approximately 63.42 % of the voting rights in it, by virtue of his holdings in the share capital of IFIS (approximately 31. 78 % through CVCU and Consultores Venture Capital Ltd., a company that was incorporated in the Cayman Islands and which is wholly owned by CVCU and 26.98% through Agroinvestment), and by virtue of an irrevocable power of attorney that were given to Mr. Elsztain with respect to the additional voting rights in IFIS (Mr. Saul Zang, serving as a director in the Company is amongst those granting the power of attorney and indirectly holds approximately 3.32% in IFIS, and the companies through which Mr. Elsztain holds in IFIS as described above).

Page 11 of 18 pages

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Item 3.                       Source and Amount of Funds or Other Consideration

 

 

Item 5 is hereby amended as follows:

DIC Communication is the direct owner of 12,188,355 Ordinary Shares, constituting approximately 10.48 % of the Ordinary Shares then outstanding. Koor and DIC may be deemed beneficial owner of, and to share the power to vote and dispose, of the 12,188,355 Ordinary Shares held by DIC Communication.

 

Koor is the direct owner of 30,981,559 Ordinary Shares, constituting approximately 26.63 % of the Ordinary Shares then outstanding. DIC may be deemed beneficial owner of, and to share the power to vote and dispose, of the 30,981,559 Ordinary Shares held by Koor. In addition, 3,412,500 Ordinary Shares, representing approximately 2.93 % of the outstanding Ordinary Shares, are held by two shareholders whose voting rights in respect of these shares are vested in Koor and whose dispositive power in respect of these shares is subject to certain rights of Koor. DIC may be deemed to share the power to vote and the other rights of Koor with respect to such 3,412,500 Ordinary Shares. In addition, DIC and Koor may be deemed beneficial owner of, and to share the power to vote, of the 5, 658,288 Ordinary Shares, representing 5% of the outstanding Ordinary shares, held by the Israeli Shareholders due to a lending agreement with Koor.  See Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

Each of Wior Communications and Blejer Communications is the direct owner of 2, 829,144 Ordinary Shares, constituting 2.5% of the Ordinary Shares then outstanding, and each of Wior Communications (and  its sole shareholder, Mauricio Wior) and Blejer Communications (and its sole shareholder, Mario Blejer) may be deemed beneficial owner of, and to share the power to vote, the 2, 829,144 Ordinary Shares held by the other by virtue of the voting agreement which is part of the agreement described in Item  6.

 

CIEH is a company whose shares (approximately 34.8% of the share capital of CIEH (consisting of approximately 29.8% held through a trustee and 5% held directly)) are held by IDB Development. However, IDB Development disclaims beneficial ownership of the CIEH Shareholdings because, among other things, the Israeli Supervisor of Capital Markets, Insurance and Savings appointed a trustee to hold IDB Development's means of control in CIEH, including the voting power, except for 5% which remains held by IDB Development, and instructed IDB Development to dispose of its interest in CIEH.  In addition, 5, 609,511 of the CIEH Shareholdings are held for members of the public through pension funds and insurance policies, which are managed by subsidiaries of subsidiaries of CIEH.

 

 Each of Mr. Elsztain and DIC may each be deemed the beneficial owners of, and to share the power to vote and dispose of, an aggregate of 56,547,802 Ordinary Shares held by DIC, Koor and DIC Communication (which includes 5, 658,288 Ordinary Shares, constituting 5% of the Ordinary Shares then outstanding, held by the Israeli Shareholders by virtue of the agreement between Koor and the Israeli Shareholders described in Item 6), constituting in the aggregate approximately 48.61 % of the Ordinary Shares then outstanding and, in addition, be deemed to share the power to vote and the other rights of Koor with respect to the aforementioned 3,412,500 Ordinary Shares held by two shareholders, constituting approximately 2.93 % of the Ordinary Shares then outstanding. Each of the Israeli Shareholders, Wior Communications and Blejer Communications may be deemed beneficial owner of, and to share the power to vote, an aggregate of 5, 658,288 Ordinary Shares, constituting 5% of the Ordinary Shares then outstanding.  This Statement shall not be construed as an admission by DIC and Mr. Elsztain that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.

 

 

Page 13 of 18 pages

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2.            5,658,288 Ordinary Shares, constituting 5% of the Issuer's outstanding share capital , are held by two Israeli Shareholders . One Israeli shareholder is Wior Communications, controlled by Mr. Mauricio Wior, who is the vice chairman of the Issuer and an alternate director in DIC; and the other Israeli shareholder is Blejer Communications, controlled by Mr. Mario Blejer, who is an alternate director in IDB Development, a company controlled by the Issuer's controlling shareholder , pursuant to a lending transaction with Koor (the " Koor Lending Transaction "). According to the said Koor Lending Transaction, on January 31, 2018 and February 6, 2018, 5,052,228 Ordinary Shares, then constituting 5% (2.5% to each) of the outstanding share capital, were transferred from Koor to the Israeli Shareholders, and on June 28, 2018, additional 606,060 Ordinary Shares were transferred from Koor to the Israeli Shareholders.

The Koor Lending Transaction (dated January 2018) was entered into to satisfy a requirement of the Israeli Ministry of Communication that citizens and residents among the Issuer's founding shareholders (or their approved transferees) must own at least 5% of the Issuer's outstanding share capital and each of the Issuer's other "means of control" (defined under Israeli Companies Law to include voting rights), which requirement is included in the Issuer's general license to provide cellular services.

Page 14 of 18 pages

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The main terms of the agreement are:

·

The agreement will be in force until December 31, 2018 and will be automatically extended by a one year term until terminated according to its terms.

·

Koor will have the right to terminate the agreement at any time and receive all or part of the Transferred Shares. The Israeli Shareholders will not be able to transfer the Transferred Shares without Koor's approval and subject to additional terms, including the transferees assuming the Israeli Shareholder's obligation towards Koor pursuant to the Agreement, the transferees being "Israeli Shareholders" under the Company's cellular license and the Israeli Ministry of Communication's (" MOC ") prior approval of such transfer, if required.

·

As long as such requirement exits in Cellcom's cellular license, the Israeli Shareholders will have the right, jointly and not severally, by a majority decision among themselves, to appoint 10% of the Company's directors (currently – one director). The Israeli Shareholders will vote with Koor in all shareholders resolutions (including the nomination of directors suggested by Koor).

·

The Transferred Shares (including all rights or income therefrom) will be pledged by a first-degree pledge in favor of Koor, and any realization of such pledge will be subject to the receipt of the MOC's approval, if required.

·

In case of any dividend or other distribution (including rights by way of a rights offering), these will be transferred by the Israeli Shareholders to Koor. In case of other corporate actions, including conversion, sub-division, consolidation etc., Koor may notify the Israeli Shareholders, at its sole discretion, if such rights will be part of the Transferred Shares or shall be transferred to Koor.

 

Item 7.	Material to Be Filed as Exhibits
Schedules A, B, C, D and E	Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) DIC Communication, (ii) Koor, (iii) DIC, Wior Communications Ltd. and (v) Blejer Communications Ltd. (other than Schedule C, the Schedules are incorporated by reference to the Schedule 13D/A filed on May 10, 2018).
Exhibit 1	Authorization Letter dated April 30, 2018 between Koor and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of Koor (incorporated by reference to the Schedule 13D/A filed on May 10, 2018).
Exhibit 2	Authorization Letter dated April 30, 2018 between DIC Communication and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of DIC Communication (incorporated by reference to the Schedule 13D/A filed on May 10, 2018).
Exhibit 3	Authorization Letter dated May 14, 2014 between Eduardo Elsztain and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of Eduardo Elsztain (incorporated by reference to the Schedule 13D filed on May 20, 2014).
Exhibit 4	Authorization Letter dated April 30, 2018 between Mauricio Wior and Wior Communications Ltd. and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of Mauricio Wior and Wior Communication Ltd. (incorporated by reference to the Schedule 13D/A filed on May 10, 2018).
Exhibit 5	Authorization Letter dated April 30, 2018 between Mario Blejer and Blejer Communications Ltd. and DIC authorizing DIC to file this Statement on Schedule 13D and any amendments hereto on behalf of Mario Blejer and Blejer Communications Ltd. (incorporated by reference to the Schedule 13D/A filed on May 10, 2018).

 

 

Page 15 of 18 pages

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