UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
SHL
TELEMEDICINE LTD.
(Name
of Issuer)
American
Depositary Shares, each representing one ordinary share, par value NIS 0.01 per share
(Title
of Class of Securities)
78423T200
(CUSIP
Number)
Ilana
Freundlich
94
Yigal Alon Street, Tel Aviv 6789155, Israel
+972-3-5611152
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
22, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: ☐
Note:
Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
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 (“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).
| CUSIP
No. 78423T200 |
|
|
Page
2 of 7 |
| 1 |
NAME
OR REPORTING PERSON
Danbar
Finance Ltd.(1) |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐ |
| 3 |
SEC
USE ONLY
|
|
| 4 |
SOURCE
OF FUNDS
PF
|
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
State
of Israel |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
726,893 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
726,893 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
726,893 |
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%(2) |
|
| 14 |
TYPE
OF REPORTING PERSON
CO |
|
| (1) | Matan
Wulkan and Nir Rotenberg are the shareholders of Danbar Finance Ltd. (“Danbar”).
Mr. Wulkan and Mr. Rotenberg are the sole directors of Danbar. Mr. Rotenberg has been nominated
to become a director of SHL Telemedicine Ltd. (the “Issuer”) upon receiving requisite
approval of the Issuer’s shareholders at the Issuer’s next annual general meeting
of shareholders. Danbar, Mr. Wulkan and Mr. Rotenberg are collectively referred to as the
“Reporting Persons”. |
| (2) | Based
on a total of 16,392,754 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”),
outstanding as of August 20, 2023, as reported by the Issuer to the Reporting Persons. |
| CUSIP
No. 78423T200 |
|
|
Page
3 of 7 |
| 1 |
NAME
OR REPORTING PERSON
Matan
Wulkan(1) |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐ |
| 3 |
SEC
USE ONLY
|
|
| 4 |
SOURCE
OF FUNDS
PF
|
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
State
of Israel |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
75,533(2) |
| 8 |
SHARED
VOTING POWER
726,893 |
| 9 |
SOLE
DISPOSITIVE POWER
75,533(2) |
| 10 |
SHARED
DISPOSITIVE POWER
726,893 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
802,426 |
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%(3) |
|
| 14 |
TYPE
OF REPORTING PERSON
IN |
|
| (1) | Matan
Wulkan is a director and a shareholder of Danbar. |
| (2) | The
75,533 Ordinary Shares are held of record by Miri Wulkan, Mr. Wulkan’s mother. Mr.
Wulkan has sole voting and dispositive power over such Ordinary Shares. |
| (3) | Based
on a total of 16,392,754 Ordinary Shares, outstanding as of August 20, 2023, as reported
by the Issuer to the Reporting Persons. |
| CUSIP
No. 78423T200 |
|
|
Page
4 of 7 |
| 1 |
NAME
OR REPORTING PERSON
Nir
Rotenberg(1) |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐ |
| 3 |
SEC
USE ONLY
|
|
| 4 |
SOURCE
OF FUNDS
PF
|
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
State
of Israel |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
18,900 |
| 8 |
SHARED
VOTING POWER
726,893 |
| 9 |
SOLE
DISPOSITIVE POWER
18,900 |
| 10 |
SHARED
DISPOSITIVE POWER
726,893 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
745,793 |
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%(2) |
|
| 14 |
TYPE
OF REPORTING PERSON
IN |
|
| (1) | Nir
Rotenberg is a director and a shareholder of Danbar. |
| (2) | Based
on a total of 16,392,754 Ordinary Shares, outstanding as of August 20, 2023, as reported
by the Issuer to the Reporting Persons. |
| CUSIP
No. 78423T200 |
|
|
Page
5 of 7 |
Item
1. Security and Issuer.
This
statement on Schedule 13D relates to the Ordinary Shares of SHL Telemedicine Ltd. (the “Issuer”).
The
principal executive offices of the Issuer are located at 90 Yigal Alon Street, Tel Aviv 67891, Israel.
Item
2. Identity and Background.
| (a) | This
statement on Schedule 13D is filed on behalf of each of the following Reporting Persons: |
Danbar
Finance Ltd. (“Danbar”), a company organized under the laws of the State of Israel.
Matan
Wulkan, a citizen of the State of Israel. Mr. Wulkan is a director and a shareholder of Danbar.
Nir
Rotenberg, a citizen of the State of Israel. Mr. Rotenberg is a director and a shareholder of Danbar.
| (b) | The
Reporting Persons’ business address is 94 Yigal Alon Street, Tel Aviv 6789155, Israel. |
| (b) | The
principal occupation of Danbar is to make investments in entities. The principal occupation
of Mr. Wulkan is a professional accountant. The principal occupation of Mr. Rotenberg is
an economist. |
| (d) (e) | None
of the Reporting Persons has, during the past five years, (a) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting, or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such laws. |
Item
3. Source and Amount of Funds or Other Consideration.
The
Ordinary Shares to which this statement on Schedule 13D relates are those held directly by the Reporting Persons and those beneficially
owned by the Reporting Persons, in light of their shared voting power over the Ordinary Shares. The Reporting Persons purchased the Ordinary
Shares held by them directly using their personal funds.
Item
4. Purpose of Transaction.
All
of the Issuer’s securities directly owned by the Reporting Persons were acquired for investment purposes.
On
December 6, 2023, Danbar wrote to the Issuer to request that Mr. Rotenberg be appointed to the board of directors of the Issuer and that
such proposal will be included on the agenda for the next annual general shareholders’ meeting of the Issuer. If elected, Mr. Rotenberg
intends to engage in communications with the board of directors and management of the Issuer regarding opportunities to enhance shareholder
value.
Each
Reporting Person intends to closely monitor its investments and may from time to time take advantage of opportunities presented to it.
Each Reporting Person may in the future also formulate plans or proposals regarding the Issuer, including possible future plans or proposals
concerning events or transactions of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Depending upon each
Reporting Person’s continuing review of its investments and various other factors, including those mentioned above, each Reporting
Person may (subject to any applicable securities laws) decide to sell all or any part of the Ordinary Shares it owns from time to time,
although each Reporting Person has no current plans to do so. Except as set forth above, each Reporting Person has no present plans or
proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule
13D.
| CUSIP
No. 78423T200 |
|
|
Page
6 of 7 |
Item
5. Interest in Securities of the Issuer.
| (a) (b) | Number and percentage of Issuer Ordinary Shares beneficially owned by each Reporting Person: |
| Reporting
Person | |
Number
of
Ordinary
Shares | | |
Percentage
of Class(1) | |
| Danbar Finance Ltd. | |
| 726,893 | (2) | |
| 4.4 | % |
| Matan Wulkan | |
| 802,426 | (3) | |
| 4.9 | % |
| Nir Rotenberg | |
| 745,793 | (4) | |
| 4.6 | % |
| (1) | Based
on a total of 16,392,754 Ordinary Shares, outstanding as of August 20, 2023, as reported
by the Issuer to the Reporting Persons. |
| (2) | Danbar
is deemed to beneficially own 726,893 Ordinary Shares held by it directly. |
| (3) | Mr.
Wulkan is deemed to beneficially own 802,426 Ordinary Shares, consisting of: (i) 75,533 Ordinary
Shares held of record by Miri Wulkan, Mr. Wulkan’s mother. Mr. Wulkan has sole voting
and dispositive power over such Ordinary Shares, and (ii) 726,893 Ordinary Shares held by
Danbar, over which Mr. Wulkan shares voting and dispositive power with Mr. Rotenberg. |
| (4) | Mr.
Rotenberg is deemed to beneficially own 745,793 Ordinary Shares, consisting of: (i) 18,900
Ordinary Shares held directly, and (ii) 726,893 Ordinary Shares held by Danbar, over which
Mr. Rotenberg shares voting and dispositive power with Mr. Wulkan. |
See
rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person
has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
| (c) | The
have been no transactions in the Ordinary Shares by the Reporting Persons during the past
sixty days. |
| (d) | No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities covered by this Schedule
13D. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
See
Item 4 above, which is incorporated by reference herein.
Except
as set forth below, there are no present contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting
Persons, and any other person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any
of the securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies:
Item 7.
Material to Be Filed as Exhibits.
| CUSIP
No. 78423T200 |
|
|
Page
7 of 7 |
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.
| December 26, 2023 |
|
|
| |
|
|
| |
DANBAR FINANCE LTD. |
| |
|
|
| |
By: |
/s/ Matan
Wulkan |
| |
Name: |
Matan Wulkan |
| |
Title: |
Director |
| |
|
|
| |
MATAN WULKAN |
| |
|
|
| |
/s/
Matan Wulkan |
| |
|
|
| |
NIR ROTENBERG |
| |
|
|
| |
/s/
Nir Rotenberg |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree
that the Schedule 13D with respect to the shares of SHL Telemedicine Ltd. dated as of December 26, 2023, is, and any amendments thereto
(including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| December 26, 2023 |
|
|
| |
|
|
| |
DANBAR FINANCE LTD. |
| |
|
|
| |
By: |
/s/ Matan Wulkan |
| |
Name: |
Matan Wulkan |
| |
Title: |
Director |
| |
|
|
| |
MATAN WULKAN |
| |
|
|
| |
/s/ Matan Wulkan |
| |
|
|
| |
NIR ROTENBERG |
| |
|
|
| |
/s/ Nir Rotenberg |
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