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Form 6-K PARTNER COMMUNICATIONS For: Nov 29

November 29, 2021 7:26 AM EST


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
 
November 29, 2021

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   Form 40-F
 
(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   No
 
(If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-               )
 
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on December 4, 2002 (Registration No. 333-101652), September 5, 2006 (Registration No. 333-137102), September 11, 2008 (Registration No. 333-153419), August 17, 2015 (Registration No. 333-206420), November 12, 2015 (Registration No. 333-207946), March 14, 2016 (Registration No. 333-210151) and on December 27, 2017 (Registration No. 333-222294), November 21, 2018 (Registration No. 333-228502)
 
Enclosure: PARTNER COMMUNICATIONS CONSIDERS A DEBENTURES ISSUANCE IN ISRAEL AND TAKING A BANK LOAN


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/ Tamir Amar
 
 
 
Name: Tamir Amar
 
 
 
Title: Deputy CEO & Chief Financial Officer
 
 
     
Dated: November 29, 2021

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NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE.
 
 
 

PARTNER COMMUNICATIONS CONSIDERS A
DEBENTURES ISSUANCE IN ISRAEL AND TAKING A
BANK LOAN

ROSH HA'AYIN, Israel, November 29, 2021 - Partner Communications Company Ltd. ("Partner" or "the Company") (NASDAQ and TASE: PTNR), a leading Israeli communications operator, announces today that it is contemplating the issuance of debentures solely in Israel by way of a new series of debentures in a total amount of up to NIS 150 million (the "Issuance" and the "Securities", respectively), and raising debt through commercial bank loan in a total amount of NIS 150 million.
 
The said issuance will be solely for the public in Israel.
 
S&P Global Ratings Maalot Ltd. ("S&P Maalot") affirmed an 'ilA+' rating for the issuance of a new series of debentures of the Company, in a total amount up to NIS 150 million.
 
For further information see S&P Maalot's report dated November 29, 2021 on: https://maya.tase.co.il/reports/details/1414563 or its informal English translation attached to this immediate report on Form 6-k.
 
The offering of the Securities to the public, insofar as it will take place, will be through a shelf offering report pursuant to the Company’s shelf prospectus dated July 27, 2021 and will be subject to the approval of the Company's Board of Directors, including with respect to the scope of the Issuance and its terms, as well as the approval of the Tel Aviv Stock Exchange Ltd.
 
The Company has not yet made a final decision with respect to the offering of the Securities, the structure of the Issuance, its scope, terms or dates and there is no certainty that the Company will execute the said Issuance, in whole or in part, or that a shelf offering report will be published. Any offering of securities shall be subject to the Company's sole discretion, market conditions and receipt of all approvals required by law.
 
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For additional details see the Company's annual report on Form 20-F for the year ended December 31, 2020, filed on March 25, 2021, under "Item 5B. Liquidity and Capital Resources- 5B.1-Notes Payable", and the Company's press release and immediate report (on Form 6-K) dated November 29, 2021.
 
The contents of this report do not constitute any undertaking of the Company to execute the issuance of the Securities.
 
This immediate report does constitute an offer to the public for the purchase of the Company's securities or an offer to the public to sell or solicit with respect to an offer to purchase securities and the purchase of securities in accordance with it is prohibited.
 
In addition, this report does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no offering of the securities in the United States.
 
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE.

Forward-Looking Statements

This press release includes forward-looking statements, as that term is defined in Section 27A of the Securities Act, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe-harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “will”, "believe", "anticipate", "expect", "intend", "strive", "seek", "plan", "could", "may", "foresee", "target", "objective" and similar expressions typically convey forward-looking statements, but these words are not the only words that convey such statements. All statements other than statements of historical fact included in this press release, including our plans to undertake a debt offering and the amount of debt that we intend to raise, and any other 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 projections regarding possible future events. These forward-looking statements are subject to risks, uncertainties and assumptions about Partner, and possible regulatory and legal developments. 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.

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About Partner Communications

Partner Communications Company Ltd. ("Partner") is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony, internet and television services). 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).

For more information about Partner see:
http://www.partner.co.il/en/Investors-Relations/lobby/

Contacts:
Tamir Amar
Deputy CEO & Chief Financial Officer
Tel: +972-54-781-4951
 
Amir Adar
Head of Investor Relations & Corporate Projects
Tel: +972-54-781-5051

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Partner Communications Company Ltd.
 

 
November 29, 2021
 
New Issuance
 
‘ilA+’ Rating Assigned To Bond Issuance Of Up To NIS 150 Mil. N.V.
 
Primary Credit Analyst:
 
Tom Dar, 972-3-7539722 [email protected]
 
Additional Contact:
 
Tamar Stein, 972-3-7539721 [email protected]

Please note that this translation was made for convenience purposes and for the company's use only and under no circumstances shall obligate S&P Global Ratings Maalot Ltd. The translation has no legal status and S&P Global Ratings Maalot Ltd. does not assume any responsibility whatsoever as to its accuracy and is not bound by its contents. In the case of any discrepancy with the official Hebrew version published on September 29, 2021, the Hebrew version shall apply.

1  |  November 29, 2021          New Issuance


Partner Communications Company Ltd.

New Issuance
 
‘ilA+’ Rating Assigned To Bond Issuance Of Up To NIS 150 Mil. N.V.
 
S&P Maalot hereby assigns its ‘ilA+’ rating to bonds of up to NIS 150 million to be issued by Partner Communications Company Ltd. (ilA+/Stable) by issuing a new bond series, Series H. The proceeds from the issuance will be used for debt refinancing and for the company's ongoing activities.
 
For additional details about the rating and for additional regulatory requirements, see our rating report dated August 11, 2021.

Partner Communications Company Ltd.
Rating
Date when the
rating was first published
Last date when
the rating was updated
Issuer rating(s)
     
Long term
ilA+/Stable
01/08/2003
11/08/2021
       
Issue rating(s)
     
Senior Unsecured Debt
     
Series D
ilA+
09/13/2010
11/08/2021
Series F
ilA+
02/07/2017
11/08/2021
Series G
ilA+
09/12/2017
11/08/2021
Series H
ilA+
29/11/2021
29/11/2021
       
Issuer Credit Rating history
     
Long term
     
August 10, 2020
ilA+/Stable
   
August 05, 2019
ilA+/Negative
   
July 29, 2015
ilA+/Stable
   
June 20, 2013
ilAA-/Stable
   
December 06, 2012
ilAA-/Negative
   
September 10, 2012
ilAA-/Watch Neg
   
October 19, 2010
ilAA-/Negative
   
October 05, 2009
ilAA-/Stable
   
September 17, 2009
ilAA-
   
July 14, 2009
ilAA-/Watch Dev
   
Mar 24 ,2009
ilAA-/Watch Pos
   
October 28, 2008
ilAA-/Stable
   
September 25, 2007
ilAA-/Positive
   
Mar 20 ,2007
ilAA-/Stable
   
August 03, 2004
ilA
   
July 28, 2004
ilAA-
   
February 16, 2004
ilA+
   
       
Additional details
     
Time of the event
29/11/2021 10:40
   
Time when the event was learned of
29/11/2021 10:40
   
Rating requested by
Issuer
   

2 |  November 29, 2021         
www.maalot.co.il


Partner Communications Company Ltd.

S&P Maalot is the commercial name of S&P Global Ratings Maalot Ltd. For a list of the most up-to-date ratings and for additional information regarding S&P Maalot’s surveillance policy, see S&P Global Ratings Maalot Ltd. website at www.maalot.co.il.
 
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Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P’s ratings and other analyses are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on in making investment decisions or any other business decision, and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making such decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. Rating reports are correct as of the time of their publication. S&P updates rating reports following ongoing surveillance of events or annual surveillance..
 
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To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend such acknowledgment at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof.
 
S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process.
 
S&P receives compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on S&P Maalot’s website, www.maalot.co.il and on S&P Global’s website, www.standardandpoors.com, and may be distributed through other means, including via S&P publications and third-party redistributors.
 
3 |  November 29, 2021         
www.maalot.co.il
 



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