Exhibit (a)(1)(G)
DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES
You are receiving this form “Declaration of Status For Israeli Income Tax Purposes” as a holder of ordinary shares, par value NIS 0.15 per share (the “Shares”), of Cyren Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the tender offer, pursuant to which, WP XII Investments B.V., a company organized under the laws of the Netherlands (the “Purchaser”), purchased ordinary shares of Cyren Ltd. from existing shareholders, all in accordance with the terms and conditions of that certain Offer to Purchase, dated 20 November, 2017(the “Tender Offer”).
By completing this form in a manner that would substantiate your eligibility for an exemption from Israeli withholding tax, you will allow the Purchaser, as paying agent, your broker or any other withholding agent, or their authorized representatives to exempt you from Israeli withholding tax.
This form is relevant to you only if all of the following conditions are met in full:
• | The purchase of your Shares was made after the date of the initial public offering of the Company on July 15, 1999 (the “Date of Initial Public Offering”). |
• | You are the beneficial owner (directly or indirectly) of less than 5% of the Company’s issued Shares. |
PART I
| Identification and details of Shareholder (including Eligible Israeli Brokers)(see instructions)
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1. Name: | 2. Type of Shareholder(more than one box may be applicable):
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(please print full name) | ☐ Corporation (or
☐ Individual
☐ Trust
☐ Partnership
☐ Other: ____________
| ☐ Bank
☐ Broker
☐ Financial Institution | ||
3. For individuals only:
| 4. For all other Shareholders
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Country of residence:
| Country of incorporation or organization: | |||
Countries of citizenship (name all citizenships):
| Registration number of corporation (if applicable): | |||
Taxpayer Identification or Social Security No. (if applicable):
| Country of residence: | |||
5. Permanent Address(state, city, zip or postal code, street, house number, apartment number):
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6. Mailing Address(if different from above): | 7. Contact Details:
Name:______________
Capacity:______________
TelephoneNumber________ (country code, area code and number):
Email address: _________________
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8. I hold the Shares of the Company(mark X in the appropriate place):
☐ directly, as a Registered Holder
☐ through a Broker. If you marked this box, please state the name of your Broker:___________________ |
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9.☐ I am the beneficial owner (directly or indirectly) of less than 5% of the Company’s issued shares.
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PART II
| Declaration byNon-Israeli Residents(see instructions) Eligible Israeli Brokers should not complete this Part II
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A. To be completed only by Individuals.I hereby declare that: (if the statement is correct, mark X in the following boxes)
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A.1 ☐ I am NOT a “resident of Israel”, which means, among other things that:
• The State of Israel is not my permanent place of residence, • The State of Israel is neither my place of residence nor that of my family, • My ordinary or permanent place of activity is NOT in the State of Israel and I do NOT have a permanent establishment in the State of Israel, • I do NOT engage in an occupation in the State of Israel, • I do NOT own a business or part of a business in the State of Israel, • I am NOT insured by the Israeli National Insurance Institution, • I was NOT present (nor am I planning to be present) in Israel for 183 days or more during this tax year, • I was NOT present (nor am I planning to be present) in Israel for 30 days or more during this tax year, and the total period of my presence in Israel during this tax year and the two previous tax years is less than 425 days in total;
A.2 ☐ I acquired the Shares on or after the Date of Initial Public Offering (i.e., after July 15, 1999).
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B. To be completed by Corporations (except Partnerships and Trusts). I hereby declare that: (if correct, mark X in the following boxes)
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B.1 ☐ The corporation is NOT a “resident of Israel”, which means, among other things, that:
• The corporation is NOT registered with the Registrar of Companies in Israel, • The corporation is NOT registered with the Registrar of “Amutot”(non-profit organizations) in Israel, • The control of the corporation is NOT located in Israel, • The management of the corporation is NOT located in Israel, • The corporation does NOT have a premanent establishment in Israel, and ○ The corporation has no representatives present in Israel; ○ the corporation’s organs (i.e. directors, management, etc.) are not engaged in the corporation’s activities directly or indirectly in Israel. • No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25% or more of any “means of control” in the corporation as specified below: ○ The right to participate in profits; ○ The right to appoint a director; ○ The right to vote; ○ The right to share in the assets of the corporation at the time of its liquidation; and ○ The right to direct the manner of exercising one of the rights specified above; B.2 ☐ I acquired the Shares on or after the Date of Initial Public Offering (i.e., after July 15, 1999).
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C. To be completed by Partnerships.I hereby declare that: (if correct, mark X in the following boxes)
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C.1 ☐ The partnership is NOT a “resident of Israel” which means, among other things, that:
• The partnership is NOT registered with the Registrar of Parnterships in Israel, • The control of the partnership is NOT located in Israel, • The management of the partnership is NOT located in Israel, • The partnership does NOT have a premanent establishment in Israel, • No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25% or more of the rights in the partnership, and • No partner in the partnership is an Israeli resident;
C.2 ☐ The partnership acquired the Shares on or after the Date of Initial Public Offering (i.e., after July 15, 1999).
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D. To be completed by Trusts.I hereby declare that: (if correct, mark X in the following boxes)
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D.1 ☐ The trust is NOT an Israeli resident, and: • All settlors of the trust are NOT Israeli residents, • All benficiaries of the trust are NOT Israeli residents, and
D.2 ☐ The trust acquired the Shares on or after the Date of Initial Public Offering (i.e., after July 15, 1999).
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PART III
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Declaration by Israeli Bank, Broker or Financial Institution(see instructions)Non-Israeli Residents should not complete this Part III
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I hereby declare that: (if correct, mark X in the following box)
☐ I am a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Israeli Income Tax Ordinance, I am holding the Shares solely on behalf of beneficial shareholders(s) and I am subject to the provisions of the Israeli Income Tax Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by me to such beneficial shareholder(s) with respect to Shares in connection with the Tender.
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PART IV
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Certification.By signing this form, I also declare that:
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• I understood this form and completed it correctly and pursuant to the instructions. • I provided accurate, full and complete details in this form. • I am aware that providing false details constitutes criminal offense. • I am aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise.
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SIGN HERE | ||||||||||||||||||
Signature of Shareholder | Date | Capacity in which acting (or individual authorized to sign on your behalf) |
Number of Shares: ______
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INSTRUCTIONS
Forming Part of the Declaration of Status for Israeli Income Tax Purposes
I. General Instructions. This Declaration Form (Declaration of Status for Israeli Income Tax Purposes), or this Form, should be completed by holders of Shares who wish to tender their Shares pursuant to the Offer, and who are either: (i) NOT “residents of Israel” for purposes of the Ordinance (See Instruction II below), and if the holder of Shares is a corporation then Israeli residents are NOT “controlling shareholders” of such corporation within the meaning of Section 68A of the Ordinance (See Instruction III below), and Israeli residents are NOT the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporation, whether directly or indirectly, who acquired their Shares after Cyren’s initial public offering on Nasdaq in 1999 and certify that they hold less than 5% (as “street name” holders) of the outstanding Shares of Cyren, or (ii) a bank, broker or financial institution that are “residents of Israel” within the meaning of that term in Section 1 of the Ordinance, holding Shares solely on behalf of beneficial shareholder(s), and are subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by them to such beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer. Israeli residents who are NOT Eligible Israeli Brokers should not use this Form.
Part I (Identification and details of Shareholder). You should complete Item 1, 2 and 5 through 8 and either (i) Item 3, if you are an individual, or (ii) Item 4, if you are a corporation (or limited liability company), trust, partnership or other entity.
Part II (Declaration byNon-Israeli Shareholder). If you are NOT an Israeli resident, you should complete either Section A (for Individuals), Section B (for Corporations), Section C (for Partnerships) or Section D (for Trusts). If you do not mark a box you will be deemed to answer that the corresponding item is not correct with respect to you.
Part III (Declaration by Israeli Bank, Broker or Financial Institution). If you are an Eligible Israeli Broker, you should complete this Item.
Part IV (Certification). By signing this Form, you also make the statements in Part IV.
Inadequate Space. If the space provided on this Form is inadequate, you should insert such details on a separate signed schedule and attached to this Form.
Determination of Validity. All questions as to the validity, form or eligibility (including time of receipt) of this Form will be, subject to applicable law, determined by the Purchaser, in its sole discretion. None of the Purchaser, the U.S. Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any Form or incur any liability for failure to give any such notification. For more details, see Section 5 of the Offer to Purchase.
Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address or telephone numbers set forth on the back cover. Additional copies of this Form may be obtained from the Information Agent.
The method of delivery of this Form is at your option and risk, and the delivery will be deemed made only when actually received by your Broker or the U.S. Depositary. If delivery is by mail, registered mail with return receipt requested, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent Forms will be accepted.
II. | Definition of Resident of Israel for Israeli Tax Purposes |
Section 1 of the Ordinance defines a “resident of Israel” or a “resident” as follows:
“(A) | with respect to an individual - a person whose center of vital interests is in Israel; for this purpose the following provisions will apply: |
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(1) | in order to determine the center of vital interests of an individual, account will be taken of the individual’s family, economic and social connections, including, among others: |
(a) | place of permanent home; |
(b) | place of residential dwelling of the individual and the individual’s immediate family; |
(c) | place of the individual’s regular or permanent occupation or the place of his permanent employment; |
(d) | place of the individual’s active and substantial economic interests; |
(e) | place of the individual’s activities in organizations, associations and other institutions; |
(2) | the center of vital interests of an individual will be presumed to be in Israel: |
(a) | if the individual was present in Israel for 183 days or more in the tax year; |
(b) | if the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel that tax year and the two previous tax years is 425 days or more. |
For the purposes of this provision, “day” includes a part of a day.
(3) | the presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer; |
(4) | …; |
(B) | with respect to a body of persons - a body of persons which meets one of the following: |
(1) | it was incorporated in Israel; |
(2) | the “control and management” of its business is exercised in Israel.” |
III. | Definition of Controlling Shareholder for Purposes of Section 68A of the Ordinance |
Section 68A of the Ordinance defines “controlling shareholders” as follows:
“Controlling shareholders” – shareholders that hold, directly or indirectly, alone, or together with another, or together with another Israeli resident, one or more of the means of control at a rate exceeding 25.0%.”
Section 88 of the Ordinance defines the terms “means of control” and “together with another” as follows:
“Means of control” – in a corporation – each of the following:
(1) | the right to profits; |
(2) | the right to appoint a director or a chief executive officer in the company, or equivalent position holders in another corporation; |
(3) | a voting right in the general meeting of a company, or in an equivalent body in another corporation; |
(4) | the right to a portion of the remainder of the assets after settlement of liabilities, uponwind-up; |
(5) | the right to instruct anyone holding the rights listed in clauses (1) to (4) on the manner in which his right shall be executed; |
and all, whether by virtue of shares, rights to shares or other rights, or in any other manner, including by way of voting agreements or through a trust.”
“Together with another” – together with a relative, and together with he who is not a relative and they have between them cooperation on a permanent basis under an agreement regarding material issues of a corporation, directly or indirectly;”
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