UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
R.V.B. Holdings Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 1.00 per share
(Title of Class of Securities)
M20512105
(CUSIP Number)
Greenstone Industries Ltd.
21 Haarbaa Street
Tel Aviv 64739, Israel
Attn: Ofer Naveh, Director of Finance
With a copy to:
Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy & Greenberg & Co.
1 Azrieli Center, Tel-Aviv, Israel
972-3-607-4444
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 23, 2011
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
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).
(Continued on following pages)
| CUSIP No. M20512105 | Page 2 of 4 Pages |
| 1 | NAME OF REPORTING PERSON: Greenstone Industries Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) o |
| 3 | |
| 4 | SOURCE OF FUNDS: WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER: 78,480,848 Ordinary Shares |
| 8 | SHARED VOTING POWER: 0 Ordinary Shares |
| 9 | SOLE DISPOSITIVE POWER: 78,480,848 Ordinary shares |
| 10 | SHARED DISPOSITIVE POWER: 0 Ordinary Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 78,480,848 Ordinary Shares |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| 14 | TYPE OF REPORTING PERSON: CO |
* Based on 118,900,535 ordinary shares of R.V.B. Holdings Ltd. outstanding as of December 31, 2010, as reported in the Annual Report of R.V.B. Holdings Ltd. for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission on February 14, 2011 (not taking into account 930,000 dormant shares of R.V.B. Holdings Ltd. which are held by R.V.B. Holdings Ltd.).
The statement on Schedule 13D filed on February 16, 2011, relating to ordinary shares, par value NIS 1.00 per share (the “Ordinary Shares”) of R.V.B. Holdings Ltd., a company organized under the laws of the State of Israel (the “Issuer” or the "Company"), as amended by Amendment No. 1 filed by Greenstone Industries Ltd. (“Greenstone” or the “Reporting Person”) with the Securities and Exchange Commission on March 17, 2011 and as further amended by Amendment No. 2 filed by Greenstone with the Securities and Exchange Commission on March 28, 2011 (the statement on Schedule 13D, as amended, is referred to herein as “Schedule 13D”) is hereby further amended as set forth below by this Amendment No. 2.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is amended by adding the following paragraphs:
On May 23, 2011, the audit committee and board of directors of the Issuer approved, in principle, the purchase of shares of E.E.R Environmental Energy Resources ("EER") from Greenstone.
Pursuant to the terms of the contemplated transaction, Greenstone's holding in EER (expected to constitute approximately 30% of the share capital of EER at closing) will be acquired in exchange for cash, for a price of approximately $2.5 per share (approximately $15.6 million in the aggregate), reflecting a company valuation of EER (assuming the full conversion of the shareholders loans existing at EER) of approximately $52.5 million. Additionally, the Company shall purchase the holdings of other EER shareholders in exchange for the issuance of shares of the Company, based on an exchange rate of approximately 11.65 shares of the Company per one share of EER (such exchange rate assumes a dividend distribution as described below). The consummating of the transaction will be conditioned on the Company obtaining control over EER. The number of EER shareholders who shall elect to exchange their holdings in EER into shares of the Company, is presently unknown. In the event that all EER shares shall be exchanged for shares of the Company as described above (other than the holding of Greenstone which shall be purchased for cash as aforesaid) the Company is expected to issue upon such exchange shares in a total amount of up to approximately 60% of the Company's issued share capital, after the issue of these shares. It is further anticipated that subject to and immediately prior to the completion of the transaction, the Company shall declare and distribute a cash dividend of approximately $10 million.
There is currently no assurance that the transaction will be approved and consummated, and if approved and consummated what its final terms shall be. In addition, there is no certainly that the aforementioned dividend will indeed be declared and distributed. The consummation of the transaction shall be subject, among other things, to the finalization of detailed agreements, obtaining all the required approvals pursuant to applicable law, including the approval of the general meeting of the Company pursuant to the provisions of Section 275 to the Israeli Companies Law of 1999, and the receipt of a fairness opinion regarding the transaction financial terms.
EER is a private company, with knowledge in the treatment of solidified waste with Melting - Plasma – Gasification (PGM) technology which is a new innovative approach to treating solidified waste, including, among others, treatment of municipal waste, medical waste and radioactive waste at a low to medium radiation level.
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.
| | GREENSTONE INDUSTRIES LTD. | |
| | | | |
| | By: | /s/ Yair Fudim | |
| | | Yair Fudim | |
| | | Chief Executive Officer | |
| | | | |
| | By: | /s/ Ofer Naveh | |
| | | Ofer Naveh | |
| | | Director of Finance | |
| | | | |
| | | | |
(Page 4 of 4 Pages)
