This Amendment No. 1 to Schedule 13D amends Schedule 13D originally filed on August 7, 2014.
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated as follows:
The aggregate purchase price of the 9,854,160 Shares purchased by FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, Limited Partnership (the "FIMI V Funds") was US$ 35,710,933. The source of funding for the purchase of the Shares was, and the source of funding for the additional contingent amount and for the purchase of any additional Shares is currently expected to be, the capital of the FIMI V Funds.
Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following sentence:
FIMI V Funds participated in a rights offering that was initiated by the Company on September 7, 2016. In such rights offering, the Company distributed to each holder of its Shares on the record date, one subscription right ("the Right") for each eight Shares of the Company held by such holder. The Right entitles the holder to purchase, for the subscription price of $11.58, three ordinary shares of the Company (reflecting a price of $3.86 per share). In such Rights distribution FIMI V Funds received 1,130,956.67 Rights (including through an exercise of over-subscription rights granted in the rights offering) to purchase 3,392,870 Shares for a total subscription price of US $ 13,096,478.20. The Rights expired on September 30, 2016 and the Shares were issued to FIMI V Funds on or about August 11, 2016.
Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended as follows:
(a)- (b) The Reporting Persons may be deemed to beneficially own and have shared power to vote and shared power of disposition over 9,854,160 Shares, representing approximately 43.55% of the Issuer's Shares (based upon the 22,624,748 shares stated to be outstanding as of October 5, 2016 on the Form 6-K filed by the Issuer with the Securities Exchange Commission on October 6, 2016).
(c) 6,461,290 Shares were purchased by the FIMI V Funds pursuant to an Agreement dated July 30, 2014 from the Issuer’s controlling shareholder, Ki Corporation Limited, at a price of US$ 3.50 per Share. In the event that the FIMI V Funds sell these Shares at an aggregate price greater than $45,229,030, the FIMI V Funds will pay Ki Corporation Limited an additional amount equal to 20% of any such excess of the aggregate amounts they receive in such sales over $45,229,030, provided that such additional amount shall not exceed an aggregate of $6,461,290. The consummation of the purchase transaction is subject to certain conditions set forth in the Agreement, including the approval of the Israeli Comptroller of Restrictive Trade Practices.
(d) Except for the Reporting Persons, no person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.