SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15a-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
Report on
Form 6-K dated February 18, 2010
Partner
Communications Company Ltd.
(Translation
of Registrant’s Name Into English)
8 Amal
Street
Afeq
Industrial Park
Rosh
Ha’ayin 48103
Israel
(Address
of Principal Executive Offices)
(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 x Form 40-F o
(Indicate
by check mark whether the registrant by furnishing the
information
contained in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes o No x
(If “Yes”
is marked, indicate below the file number assigned to the
registrant
in connection with Rule 12g3-2(b): 82-
)
|
Enclosure:
|
Partner
Communications Announces a Revised Settlement with its Series "A" Notes
Holders
|
PARTNER
COMMUNICATIONS ANNOUNCES A REVISED
SETTLEMENT
WITH ITS SERIES "A" NOTES HOLDERS
ROSH HA'AYIN,
Israel, February 18, 2010 - Partner Communications Company Ltd.
("Partner" or "the Company") (NASDAQ and TASE: PTNR), a leading Israeli mobile
communications operator, announces, following the Company's reports with
respect to the application it submitted to the District Court to approve a
dividend distribution of a total amount of NIS 1.4 billion
exceeding the surpluses for distribution (hereinafter: the "Distribution
Application"), and
following the Company's report dated February 8, 2010 with respect to
the agreed settlement , limited to year 2010, with a few series "A" notes
holders of the Company (hereinafter: the "Settlement"), that following
negotiations with an additional series "A" notes holder of the Company, the
Company has resolved to improve the Settlement according to which, the increase
to the annual linked interest rate that the Series "A" notes will bear in the
event of a reduction in the current credit rating of Series "A" notes, as
set out in the Settlement, will also apply to the year 2011 in the rate of 0.5%
for each reduction of one rating category, compared to the current credit rating
(AA-), providing that the conditions set out in the settlement are fulfilled and
as of the date they are fulfilled. The other terms and conditions of the
Settlement will remain unchanged, including the validity of the Settlement
(including as amended above) that is subject to and contingent upon the approval
of the Distribution Application by the Court. The Company has notified the
District Court of the Improved Settlement and submitted an application to
approve the Distribution Application.
Forward-Looking
Statements
This
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, 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. For a
description of some of the risks we face, see "Item 3D. Key Information - Risk
Factors", "Item 4. - Information on the Company", "Item 5. - Operating and
Financial Review and Prospects", "Item 8A. - Consolidated Financial Statements
and Other Financial Information - Legal and Administrative Proceedings" and
"Item 11. Quantitative and Qualitative Disclosures about Market Risk" in the
form 20-F filed with the SEC on April 27, 2009. 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. 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
Partner
Communications Company Ltd. ("Partner") is a leading Israeli provider of
telecommunications services (cellular, fixed-line telephony and internet
services) under the orange™ brand. The Company provides mobile communications
services to over 3 million subscribers in Israel (as of December 31, 2009).
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).
Partner
is an approximately 45%-owned subsidiary of Scailex Corporation Ltd.
("Scailex"). Scailex's shares are traded on the Tel Aviv Stock Exchange under
the symbol SCIX and are quoted on "Pink Quote" under the symbol SCIXF.PK.
Scailex currently operates in three major domains of activity: 1) the sole
import, distribution and maintenance of Samsung mobile handset and accessories
products primarily to the three major cellular operators in Israel; 2)
distribution and sale of various manufacturers' mobile handsets, accessories and
provision of maintenance services, through a chain of retail stores and booths
("Dynamic"), to end customers of Cellcom (as part of the acquisition of the
controlling stake in Partner, Scailex announced to Cellcom the termination of
the distribution agreement through Dynamic, effective July 1, 2010
and On Jan 17, 2010 Scailex announced the sale of Dymanic’s activity
to Cellcom) and; (3) management of its financial assets.
For more
information about Scailex, see http://www.scailex.com.
For more
information about Partner, see http://www.orange.co.il/investor_site.
Contacts:
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Mr.
Emanuel Avner
Chief
Financial Officer
Tel: +972-54-7814951
Fax: +972-54-7815961
E-mail:
emanuel.avner@orange.co.il
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Mr.
Oded Degany
V.
P. Corporate Development, Strategy and IR
Tel: +972-54-7814151
Fax: +972-54
-7814161
E-mail:
oded.degany@orange.co.il
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Current Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| Partner Communications Company Ltd. | |||
|
|
By:
|
/s/ Emanuel Avner | |
| Name: Emanuel Avner | |||
| Title: Chief Financial Officer | |||
Dated:
February 18, 2010