|[June 25, 2014]
Partner Communications Reports That Scailex Corporation Filed an Immediate Report
ROSH HA'AYIN, Israel --(Business Wire)--
Partner Communications Company Ltd. ("Partner" or "the Company")
(NASDAQ:PTNR) (TASE:PTNR), a leading Israeli mobile communications
operator, reports that Scailex Corporation Ltd. ("Scailex")
filed on June 24, 2014 an immediate report.
For Scailex's complete immediate report, see: http://maya.tase.co.il/bursa/report.asp?report_cd=905373
or its informal English translation attached hereto and to our immediate
report on Form 6-K to be furnished to the Securities and Exchange
The said reference to Scailex's complete immediate report does not
constitute a confirmation or opinion with respect to its content.
press release includes forward-looking statements within the meaning of
Section 27A of the US Securities Act of 1933, as amended, Section 21E of
the US Securities Exchange Act of 1934, as amended, and the safe harbor
provisions of the US Private Securities Litigation Reform Act of 1995.
Words such as "believe", "anticipate", "expect", "intend", "seek",
"will", "plan", "could", "may", "project", "goal", "target" and similar
expressions often identify forward-looking statements but are not the
only way we identify these statements. All statements other than
statements of historical fact included in this press release regarding
our future performance, plans to increase revenues or margins or
preserve or expand market share in existing or new markets, plans to
reduce expenses, and any statements regarding other future events or our
future prospects, are forward-looking statements.
We have based these forward-looking statements on our current knowledge
and our present beliefs and expectations regarding possible future
events. These forward-looking statements are subject to risks,
uncertainties and assumptions about Partner, consumer habits and
preferences in cellular telephone usage, trends in the Israeli
telecommunications industry in general, the impact of current global
economic conditions and possible regulatory and legal developments. In
light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this press release might not occur, and actual
results may differ materially from the results anticipated. For further
information regarding the above-mentioned risks, uncertainties and
assumptions and other risks we face, see "Item 3. Key Information - 3D.
Risk Factors", "Item 4. Information on the Company", "Item 5. Operating
and Financial Review and Prospects", "Item 8. Financial Information -
8A. Consolidated Financial Statements and Other Financial Information -
8A.1 Legal and Administrative Proceedings" and "Item 11. Quantitative
and Qualitative Disclosures about Market Risk" in the Company's Annual
Reports on Form 20-F filed with the SEC (News - Alert), as well as its current reports
on Form 6-K furnished to the SEC. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
About Partner Communications
Communications Company Ltd. ("Partner") is a leading Israeli
provider of telecommunications services (cellular, fixed-line telephony
and internet services) under the orange™ brand and the 012 Smile brand.
Partner's ADSs are quoted on the NASDAQ Global Select Market™ and its
shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE:
PTNR). For more information about Partner, see: www.orange.co.il/en/Investors-Relations/lobby/
SCAILEX CORPORATION LTD.
("Scailex" or "the
48 Ben Zion Galis Street, Petach Tikva 49277
Telephone: + 972-3-9057730 Fax: + 972-3-9300424
June 24, 2014
Israel Securities Authority
The Tel-Aviv Stock Exchange Ltd.
22 Kanfei Nesharim Street
54 Ehad Ha'am Street
Jerusalem 95464 Israel
Tel-Aviv 65202 Israel
Re: Immediate Report - pledge of Partner shares
exercised by an institutional entity
in accordance with regulation 36(a) of the Securities Regulations
(Periodic and Immediate Reports), 5730 - 1970)
Further to the Company's Immediate Report dated June 16, 2014 (reference
no.: 2014-01-091458) regarding the notice from a financial entity, which
is one of the Israeli institutional entities ("the Institutional
Entity"), of the calling for the immediate repayment of credit that
it had provided and of a warning of an exercise of shares of Partner
Communications Company Ltd. ("Partner"), which are pledged as
collateral for that credit;
The Company hereby reports that the Institutional Entity issued written
notice to the Company today that it sold 1,800,360 shares of Partner
today (out of the 3,153,579 Partner shares that were pledged in its
favor), for the inclusive total of approximately NIS 50.5 million. The
Institutional Entity further notified the Company that the proceeds of
the sale were credited against repayment of the Company's outstanding
balance of the credit to it and to cover exercise expenses.
The Company shall take action to transfer the balance of the pledged
Partner shares to the Company that was not sold as aforesaid (1,353,219
shares) and to remove the current lien on them.
As a result of that stated, the Company expects to recognize a gain from
the sale in its financial statements for the second quarter of 2014
(according to the data on the investment in Partner as of March 31,
2014) at the sum of approximately NIS 15 million.
Subsequent to the sale of the shares by the Institutional Entity, the
Company holds approximately 11.4% of Partner's issued and outstanding
and share capital (not on a diluted basis and while disregarding
treasury shares held by Partner); together with the Company's parent
company, Suny Electronics Ltd., approximately 12.79% of Partner's issued
and outstanding share capital (not on a diluted basis and while
disregarding treasury shares held by Partner); and, together with S.B.
Telecom Israel Ltd., with whom the Company is engaged in a shareholders'
agreement that regulates their mutual accords in relation to Partner as
members of Partner's control core, approximately 43.65% of Partner's
issued and outstanding share capital (not on a diluted basis and while
disregarding treasury shares held by Partner). With regard to the
Promotion of Competition and Reduction of Centralization Law, 5774 -
2013, see also the holdings of the Company and Suny Electronics Ltd.,
together with the "Israeli Entities" of shares of Partner that
constitute "Shares held by Israeli Entities" as stated in clause 18.104.22.168
in Part A of the Company's Periodic Report for the year 2013 (reference
Scailex Corporation Ltd.
By Mr. Yahel Shachar, C.E.O.
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