Report of Foreign Issuer (6-k)
25 März 2019 - 12:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of:
March 2019
Commission
File Number:
001-35378
Gazit-Globe
Ltd.
(Translation
of registrant’s name into English)
State
of Israel
(Jurisdiction
of incorporation or organization)
10
Nissim Aloni St.
Tel-Aviv,
Israel 6291924
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form
20-F ☐ Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CONTENTS
Modification
to Method for U.S. Shareholders to Accept Self-Tender Offer by Gazit-Globe
Reference
is hereby made to the “Ordinary Tender Offer Buyback Specification for the Acquisition of Ordinary Shares” (the “
Tender
Offer Statement
”) that Gazit-Globe Ltd. (the “
Company
”) appended as Exhibit 99.1 to its Tender Offer/Rights
Offering Notification Form on Form CB (file number 005-86529) that it filed with the Securities and Exchange Commission (the “
SEC
”)
on March 19, 2019.
As described in the Tender Offer Statement, the Company launched, on March 18, 2019, a self-tender offer (the “Offer”)
to purchase up to 10 million of the Company’s ordinary shares, par value 1.0 New Israeli Shekels (“NIS”)
per share (“ordinary shares”), constituting 5.3% of the Company’s issued and paid up share capital, at a
purchase price of NIS 29 (approximately US $8.04) per share. The Offer will expire for all shareholders of the Company on
April 1, 2019.
The
method by which U.S. shareholders may accept the Offer has been modified relative to what was described in the Tender Offer Statement.
In order to accept the Offer, a U.S. shareholder needs to transfer his, her or its ordinary shares to a brokerage account on the
Tel Aviv Stock Exchange (the “
TASE
”). Once a shareholder’s brokerage account is established on the TASE,
the shareholder can request that the broker initiate an acceptance of the Offer. The Offer expires at 2 pm (Israel time) on Monday,
April 1, 2019, so an acceptance of the Offer must be initiated prior to that time. Acceptance of the offer cannot be effected
directly through a U.S. shareholder’s existing brokerage account in the over-the-counter market in the United States.
In
order to initiate a transfer of one’s ordinary shares to the TASE, a U.S. shareholder should contact his, her or its broker,
which can contact American Stock Transfer & Trust Company (“
AST
”), the Company’s transfer agent in
the U.S., which can guide the broker as to how that transfer can be made. The telephone of the Company’s relationship manager
at AST is (718) 921-8521.
Israel
Discount Bank Ltd. (the “
Lead Coordinator
”) serves as the coordinator for the Offer. The offices of the Lead
Coordinator with respect to the Offer are 23 Yehuda Halevi Street, Tel Aviv, and the Lead Coordinator can be contacted at telephone
at +972-76-8055623, or by fax to +972-76-8890884 in order to answer any questions related to the Offer and how to effect an acceptance
of the Offer.
A
press release describing the Offer and the method whereby U.S. shareholders may tender their ordinary shares pursuant to the Offer
is annexed as
Exhibit 99.1
to this Report of Foreign Private Issuer on Form 6-K.
As
previously reported by the Company on March 8, 2019, the Company has filed, on March 8, 2019, a Form 15F to deregister, and terminate
its reporting obligations under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), with
respect to, the ordinary shares. The duty of the Company to file and furnish reports under the Exchange Act was suspended immediately
upon the filing of the Form 15F. The furnishing of this Report of Foreign Private Issuer on Form 6-K solely in order to provide
the information described herein with respect to the Offer shall not be construed as an admission that the Company remains subject
to the reporting obligations under the Exchange Act. The Company expects that the Exchange Act deregistration and the termination
of its duty to file reports will become effective 90 days after the filing of the Form 15F with the SEC.
Forward
Looking Statements
This
Form 6-K, including the exhibit hereto, may contain forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of known and unknown risks and uncertainties,
many of which are outside our control that could cause our future results, performance or achievements to differ significantly
from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that
could cause or contribute to such differences include risks detailed in our public filings with the U.S. Securities and Exchange
Commission. Except as required by applicable law, we undertake no obligation to update any forward-looking or other statements
herein, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
Gazit-Globe
Ltd.
|
|
|
|
Date:
March 25, 2019
|
By:
|
/s/
Adi Jemini
|
|
Name:
|
Adi
Jemini
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
Exhibit
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