FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For April
6, 2009
Commission
File Number: 001-33271
CELLCOM
ISRAEL LTD.
10
Hagavish Street
Netanya,
Israel 42140
________________________________________________
(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 _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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
__X__
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not
Applicable
CELLCOM
ISRAEL ANNOUNCES FILING OF SUPPLEMENTAL SHELF
OFFERING REPORT IN
ISRAEL
Netanya, Israel – April 5,
2009 – Cellcom Israel Ltd. (NYSE: CEL) (TASE: CEL) (hereinafter: the
"Company") announced that, following the Company's announcement on March 31,
2009 regarding the filing of a shelf prospectus, the Company has filed today a
supplemental shelf offering report, or Offering Report, with the Israeli
Securities Authority and the Tel Aviv Stock Exchange, or TASE. Pursuant to the
Offering Report the Company is offering, in Israel only, additional series D
debentures in an aggregate principal amount of up to NIS 185,970,000, and new series E
debentures in an aggregate principal amount of up to NIS 788,667,000.
The principal of the series E debentures
will be payable in six equal annual installments on January 5 of each of the
years 2012 through 2017 and the interest thereon will be payable annually on
January 5 of each of the years 2010 through 2017, without any linkage.
The series D and series E debentures are unsecured, do not restrict the
Company's ability to issue additional debentures of any class or distribute
dividends in the future and contain standard terms and conditions. They will be
listed for trade on the TASE.
The
Company has received early commitments from institutional investors for the
purchase of the following:
· series
D debentures in the aggregate principal amount of NIS 148,770,000, at the price of no less
than NIS 1,157 per unit (each unit comprised of NIS 1,000 principal amount),
with an interest rate of 5.19% per annum, linked to the Israeli Consumer Purchase
Index, which is the same rate that applies to the first issuance of the
Company’s series D debentures; and
· series
E debentures in the aggregate principal amount of NIS 699,167,000, with an interest rate of no
more than 6.40% per annum, without linkage.
In
consideration for making early commitments, the institutional investors will
receive a discount on the purchase price in the amount of 0.5%. The
public tender for both series of debentures is expected to be held
today.
The
aggregate amount that the Company expects to pay in arrangement fees and other
expenses in connection with this offering is approximately NIS 2.5 million. The
aggregate discounts for the aforesaid commitments are expected to be
approximately NIS 4.4 million. The Company estimates that the net proceeds from
the Offering, if completed, will be approximately NIS 997 million, after
deduction of the arrangers’ fees and other estimated expenses.
The
Company intends to use the net proceeds from such offering for general corporate
purposes, which may include financing its operating and investment activity,
refinancing of outstanding debt, including under the Company's debentures, and continued dividend
distribution as customary in the Company, subject to the decision of the
Company’s board of directors from time to time.
The
offering described in this press release, will be made in Israel to residents of
Israel only. The said debentures will not be registered under the U.S.
Securities Act of 1933 and will not be offered or sold in the United States.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any debentures.
About
Cellcom
Cellcom
Israel Ltd., established in 1994, is the leading Israeli cellular provider;
Cellcom Israel provides its approximately 3.187 million subscribers (as at
December 31, 2008) with a broad range of value added services including cellular
and landline telephony,
roaming
services for tourists in Israel and for its subscribers abroad and additional
services in the areas of music, video, mobile office etc., based on Cellcom
Israel's technologically advanced infrastructure. The Company operates an HSPA
3.5 Generation network enabling advanced high speed broadband multimedia
services, in addition to GSM/GPRS/EDGE and TDMA networks. Cellcom Israel offers
Israel's broadest and largest customer service infrastructure including
telephone customer service centers, retail stores, and service and sale centers,
distributed nationwide. Through its broad customer service network Cellcom
Israel offers its customers technical support, account information, direct to
the door parcel services, internet and fax services, dedicated centers for the
hearing impaired, etc. As of 2006, Cellcom Israel, through its wholly owned
subsidiary Cellcom Fixed Line Communications L.P., provides landline telephone
communication services in Israel, in addition to data communication services.
Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and
the Tel Aviv Stock Exchange (CEL). For additional information please visit the
Company's website www.cellcom.co.il
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Company
Contact
Shiri
Israeli
Investor
Relations Coordinator
investors@cellcom.co.il
Tel:
+972 52 998 9755
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Investor Relations
Contact
Ehud
Helft / Ed Job
CCGK
Investor Relations
info@gkir.com
/ ed.job@ccgir.com
Tel:
(US) 1 646 797 2868 / 1 646 213
1914
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CELLCOM
ISRAEL LTD.
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Date:
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April
6, 2009
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By:
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/s/ Liat
Menahemi Stadler
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Name:
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Liat
Menahemi Stadler
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Title:
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General
Counsel
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