The statement on Schedule 13D filed on August 12, 2011 relating to ordinary shares, par value NIS 0.65 per share (the “Ordinary Shares”), of Optibase Ltd., a company organized under the laws of the State of Israel (the “Issuer” or the “Company”), as
amended on September 8, 2011, June 14, 2012, November 5, 2012, November 21, 2012, February 3, 2014, March 18, 2015, May 29, 2019, June 30, 2021 and January 3, 2022 is hereby further amended by this Amendment No. 10.
On February 15, 2022, The Capri Family Foundation (the “Reporting Person”) filed a combined
Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO (as amended to date, the “Schedule TO”) to purchase all of the ordinary shares of the Company, not already owned by the bidder group,
for cash (the “Offer”).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following at the end thereof:
We refer to the Offer to Purchase included as Exhibit (a)(1)(A) to the Schedule TO (as amended to date, the “Offer to Purchase”). Section 18 (“Sources and Amount of Funds”) of the Offer to Purchase hereby is incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety as follows:
On March 22, 2022, the Reporting Person issued a press release to announce the final results of the Offer. The Reporting Person filed the
press release as Exhibit (a)(5)(F) to the Schedule TO and it is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
The following information with respect to the ownership of Ordinary Shares of the Issuer by the Reporting Person filing this Schedule 13D
is provided as of March 22, 2022:
(a) The Reporting Person beneficially owns 5,039,143 Ordinary Shares of the Issuer, or approximately 96.9% of the Issuer’s
outstanding Ordinary Shares.
(b) The Reporting Person has sole power to vote and dispose of the securities of the Issuer held by it.
(c) On March 22, 2022, the Reporting Person issued a press release to announce the final results of the Offer. The Reporting
Person filed the press release as Exhibit (a)(5)(F) to the Schedule TO and it is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
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*24.1
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Attorney's Certification dated June 19, 2019 certifying the signature authority of person(s) signing on behalf of Capri.
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*99.1
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Share Purchase Agreement dated July 7, 2011 by and between Gesafi and Prescott (incorporated by reference to Exhibit 99.1 to the Statement on Schedule 13D filed with the SEC on August 12,
2011).
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*99.2
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Second Loan Agreement dated May 27, 2006 between Tom Wyler and Capri (including the First Loan Agreement dated September 9, 2004 between Tom Wyler and Capri which was filed as an exhibit to
the Second Loan Agreement) (incorporated by reference to Exhibit 99.1 to Amendment No. 7 to Tom S. Wyler’s Schedule 13D filed with the SEC on July 12, 2006).
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*99.3
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Deed of Pledge between Capri and Tom Wyler relating to 120,368 Ordinary Shares (incorporated by reference to Exhibit 99.2 to Amendment No. 7 to Tom S. Wyler’s Schedule 13D filed with the SEC
on July 12, 2006).
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*99.4
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Deed of Pledge between Capri and Tom Wyler relating to 360,000 million Ordinary Shares (incorporated by reference to Exhibit 99.3 to Amendment No. 7 to Tom S. Wyler’s Schedule 13D filed with
the SEC on July 12, 2006).
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*99.5
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Third Loan Agreement dated June 18, 2008 between Tom Wyler and Capri (incorporated by reference to Exhibit 99.5 to Amendment No. 8 to Tom S. Wyler’s Schedule 13D filed with the SEC on June
25, 2008).
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*99.6
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Deed of Pledge between Capri and Tom Wyler relating to 563,382 Ordinary Shares (incorporated by reference to Exhibit 99.6 to Amendment No. 8 to Tom S. Wyler’s Schedule 13D filed with the SEC
on June 25, 2008).
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*99.7
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Fourth Loan Agreement dated August 14, 2008 between Tom Wyler and Capri (incorporated by reference to Exhibit 99.7 to Amendment No. 9 to Tom S. Wyler’s Schedule 13D filed with the SEC on
August 18, 2008).
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*99.8
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Deed of Pledge between Capri and Tom Wyler relating to 253,542 Ordinary Shares (incorporated by reference to Exhibit 99.8 to Amendment No. 9 to Tom S. Wyler’s Schedule 13D filed with the SEC
on August 18, 2008).
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*99.9
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Gesafi Loan Agreement dated May 26, 2011 between Tom Wyler and Gesafi (incorporated by reference to Exhibit 99.10 to Amendment No. 11 to Tom S. Wyler’s Schedule 13D filed with the SEC on
June 30, 2011).
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*99.10
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Deed of Pledge between the Gesafi and Tom Wyler relating to 500,000 Ordinary Shares (incorporated by reference to Exhibit 99.11 to Amendment No. 11 to Tom S. Wyler’s Schedule 13D filed with
the SEC on June 30, 2011).
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*99.11
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Agreement between The Capri Family Foundation and Tom Wyler dated September 12, 2012 relating to 1,297,290 Ordinary Shares (for Exhibit A to this Agreement, see First Loan Agreement, Second
Loan Agreement, Third Loan Agreement, and Fourth Loan Agreement, referenced above in Exhibits 99.2, 99.5, and 99.7) (incorporated by reference to Exhibit 99.12 to Amendment No. 13 to Tom S. Wyler’s Schedule 13D filed with the SEC on
November 21, 2012).
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*99.12
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Agreement between Gesafi Real Estate S.A. and Tom Wyler dated September 12, 2012 relating to 500,000 Ordinary Shares (for Exhibit A to this Agreement, see Gesafi Loan Agreement, referenced
above in Exhibit 99.9) (incorporated by reference to Exhibit 99.13 to Amendment No. 13 to Tom S. Wyler’s Schedule 13D filed with the SEC on November 21, 2012).
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| 99.13 |
Confirmation of Framework Credit Limit, dated February 8, 2019, between Credit Suisse (Switzerland) Ltd. and The Capri Family Foundation (incorporated by reference to Exhibit (b)(1) to the Tender Offer
Statement on Schedule TO filed by The Capri Family Foundation on December 1, 2021).
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| 99.14 |
General Deed of Pledge, dated September 21, 2018, by The Capri Family Foundation in favor of Credit Suisse (Switzerland) Ltd. (incorporated by reference to Exhibit (b)(2) to the Tender Offer Statement on Schedule TO filed by The Capri
Family Foundation on December 1, 2021).
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* Previously filed
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Signature
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.
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For THE CAPRI FAMILY FOUNDATION
/s/ Reuwen Schwarz
Reuwen Schwarz
President, The Capri Family Foundation Council
/s/ Andreas Kothgasser
Andreas Kothgasser
Treasurer, The Capri Family Foundation Council
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/s/ Dominik Zurbrügg
Dominik Zurbrügg
Secretary, The Capri Family Foundation Council
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