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 March 22, 2005
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 x Form 40-F o
| (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 o No x
|
(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 Statement on Form F-3 filed with the Securities and Exchange Commission on December 26, 2001 (Registration No. 333-14222).
| Enclosure: | Press Release dated March 22, 2005 re: Partner Communications Announces Increase of Debt Offering. |
PARTNER COMMUNICATIONS ANNOUNCES INCREASE OF DEBT OFFERING
Rosh Ha’ayin, Israel, 22 March 2005 – Partner Communications Company Ltd. (NASDAQ, Tel Aviv: PTNR, London: PCCD) announced today that it has received orders from institutional investors for approximately NIS 6 billion, (approximately six times the initial institutional allocation) in connection with its planned offering of debt securities in Israel. The interest rate was set at 4.25% linked to the Israeli consumer price index.
The Company intends to increase the total size of its debt offering to the public to NIS 2 billion, of which NIS 1.6 billion will be allocated to the institutional investors (an increase from NIS 1.0 billion). In addition, the Company intends to issue NIS 500 million in debt securities to its wholly-owned subsidiary.
Any offering of securities may be made by prospectus only. The securities offered will not be nor have been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Notes: Some of the information in this release contains forward-looking statements that involve risks and uncertainties within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about us.
| Words such as “believe,”“anticipate,” “expect,” “intend,” “seek,”“will,” “plan,” “could,” “may,”“project,” “goal,” “target,” and similar expressions often identify forward-looking statements but are not the only way we identify these statements. Because such statements involve risks and uncertainties, actual results may differ materially from the results currently expected. Factors that could cause such differences include, but are not limited to: |
| – | Uncertainties about the degree of growth in the number of consumers using wireless personalcommunications services and in the number of residents; |
| – | The risks associated with the implementation of a third-generation network and business strategy, including risks relating to the operations of new systems and technologies, substantial expenditures required and potential unanticipated costs, uncertainties regarding the adequacy of suppliers on whom we must rely to provide both network and consumer equipment and consumer acceptance of the products and services to be offered; |
| – | The impact of existing and new competitors in the market in which we compete, including competitors that may offer less expensive products and services, desirable or innovative products, technological substitutes, or have extensive resources or better financing; |
| – | The introduction or popularity of new products and services, including prepaid phone products, whichcould increase churn; |
| – | The effects of vigorous competition in the market in which we operate and for more valuable customers, which may decrease prices charged, increase churn and change the customer mix, profitability and average revenue per user; |
| – | The availability and cost of capital and the consequences of increased leverage; |
| – | The risks and costs associated with the need to acquire additional spectrum for current and future services; |
| – | The risks associated with technological requirements, technology substitution and changes and othertechnological developments; |
| – | Fluctuations in exchange rates; |
| – | The results of litigation filed or to be filed against us; and |
| – | The possibility of the market in which we compete being impacted by changes in political, economic or other factors, such as monetary policy, legal and regulatory changes or other external factors over which we have no control; |
| – | As well as the risk factors specified under the heading “Risk Factors” in our 2003 annual report on form 20-F filed with the SEC on April 30th, 2004. |
About Partner
Partner Communications Company Ltd.
is a leading Israeli mobile communications operator providing GSM/GPRS/UMTS services and
wire free applications under the preferred orange™ brand. The Company commenced full
commercial operations in January 1999 and, through its network, provides quality of
service and a range of features to 2.34 million subscribers in Israel. Partner subscribers
can use roaming services in 154 destinations using 335 GSM networks. The Company launched
its 3G service in 2004. Partner’s ADSs are quoted on NASDAQ under the symbol PTNR and
on the London Stock Exchange (LSE) under the symbol PCCD. Its shares are quoted on the Tel
Aviv Stock Exchange (TASE) under the symbol PTNR. For further information:
http://www.investors.partner.co.il
| Contact: | |||
| Mr. Alan Gelman | Dr. Dan Eldar | ||
| Chief Financial Officer | V.P. Carrier, International & Investor Relations | ||
| Tel: | +972-54-7814951 | Tel: | +972-54-7814151 |
| Fax: | +972-54-7815961 | Fax: | +972-54-7814161 |
| E-mail: | alan.gelman@orange.co.il | E-mail: | dan.eldar@orange.co.il |
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/ Alan Gelman —————————————— Alan Gelman Chief Financial Officer |
Dated: March 22, 2005