• Abstract and Figures
• Public Full-text

SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2016-04-21 | Period of Report: 2015-12-31 SEC Accession No. 0001213900-16-012688 (HTML Version on secdatabase.com) FILER ELBIT IMAGING LTD Mailing Address Business Address 7 MOTA GUR STREET 7 MOTA GUR STREET CIK:1027662| IRS No.: 000000000 | Fiscal Year End: 1231 PETAH TIKVA L3 4952801 PETAH TIKVA L3 4952801 Type: 20-F | Act: 34 | File No.: 000-28996 | Film No.: 161583839 97236086000 SIC: 6512 Operators of nonresidential buildings Copyright © 2016 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _____________ Commission file number 0-28996 ELBIT IMAGING LTD. (Exact name of registrant as specified in its charter) N/A (Translation of registrant’s name into English) ISRAEL (Jurisdiction of incorporation or organization) 7 MOTA GUR STREET, PETACH TIKVA 4952801, ISRAEL (Address of principal executive offices) RON HADASSI Tel: +972-3-608-6000 Fax: +972-3-608-6050 7 MOTA GUR STREET, PETACH TIKVA 4952801, ISRAEL (Name, Telephone, E-Mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ORDINARY SHARES, NO PAR VALUE NASDAQ GLOBAL SELECT MARKET Securities registered or to be registered pursuant to Section 12(g) of the Act: NONE Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 27,472,426 ordinary shares, no par value per share, as of December 31, 2015. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YES ☐ NO ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☐ NO ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 in the Exchange Act. (Check one): Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐ U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: ☐ Item 17 ☐ Item 18 If this is an annual report indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act: YES ☐ NO ☒ Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS ITEM DESCRIPTION Page FORWARD LOOKING STATEMENTS 1 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 3. KEY INFORMATION 3 4. INFORMATION ON THE COMPANY 25 4A. UNRESOLVED STAFF COMMENTS 47 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 47 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 88 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 97 8. FINANCIAL INFORMATION 99 9. THE OFFER AND LISTING 100 10. ADDITIONAL INFORMATION 101 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 112 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 115 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 116 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 116 15. CONTROLS AND PROCEDURES 116 16A. AUDIT COMMITTEE FINANCIAL EXPERT 117 16B. CODE OF ETHICS 117 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 117 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 118 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 118 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 118 16G. CORPORATE GOVERNANCE 118 16H. MINE SAFETY DISCLOSURE 118 17. FINANCIAL STATEMENTS 118 18. FINANCIAL STATEMENTS 118 19. EXHIBITS 120 CERTIFICATIONS INDEX TO FINANCIAL STATEMENTS F-1 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Special Explanatory Note Share and share price information in this annual report have been adjusted to reflect the 1-for-20 reverse share split effected by us on August 21, 2014. FORWARD-LOOKING STATEMENTS THIS ANNUAL REPORT ON FORM 20-F CONTAINS "FORWARD-LOOKING STATEMENTS,” WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND ITS MANAGEMENT ABOUT THE COMPANY’S BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, RELATIONSHIPS WITH EMPLOYEES, BUSINESS PARTNERS AND OTHER THIRD PARTIES, THE CONDITION OF ITS PROPERTIES, LOCAL AND GLOBAL MARKET TERMS AND TRENDS, AND THE LIKE. WORDS SUCH AS “BELIEVE,” “EXPECT,” “INTEND,” “ESTIMATE” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS BUT ARE NOT THE EXCLUSIVE MEANS OF IDENTIFYING SUCH STATEMENTS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED, EXPRESSED OR IMPLIED IN THE FORWARD- LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS INCLUDING, WITHOUT LIMITATION, THE FACTORS SET FORTH BELOW UNDER THE CAPTION “RISK FACTORS.” ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNUAL REPORT SPEAK ONLY AS OF THE DATE HEREOF, AND WE CAUTION EXISTING AND PROSPECTIVE INVESTORS NOT TO PLACE UNDUE RELIANCE ON SUCH STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS DO NOT PURPORT TO BE PREDICTIONS OF FUTURE EVENTS OR CIRCUMSTANCES, AND THEREFORE, THERE CAN BE NO ASSURANCE THAT ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN WILL PROVE TO BE ACCURATE. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS. CURRENCY TRANSLATION For the reader’s convenience, financial information for 2015 has been translated from various foreign currencies to the U.S. dollar (“$” or "U.S. dollar"), as of December 31, 2015, in accordance with the following exchange rates: $1.00 as of Currency December 31, 2015 1 New Israeli Shekel (NIS) 0.25657 1 Euro 1.09270 1 Great British Pound (GBP) 1.48259 1 Hungarian Forint (HUF) 0.00349 1 Czech Republic Koruny (CZK) 0.04045 1 Romanian LEI (RON) 0.24129 1 Polish Zloty (PLN) 0.25771 1 Indian Rupee (INR) 0.01511 1 Crore (10 million INR) 151,100 The U.S. dollar amounts reflected in these convenience translations should not be construed as representing amounts that actually can be received or paid in U.S. dollars or convertible into U.S. dollars (unless otherwise indicated), nor do such convenience translations mean that the foreign currency amounts (i) actually represent the corresponding U.S. dollar amounts stated, or (ii) could be converted into U.S. dollars at the assumed rate. The Federal Reserve Bank of New York does not certify for customs purposes a buying rate for cable transfers in New Israeli Shekel (“NIS”). Therefore all information about exchange rates is based on the Bank of Israel rates. 1 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXCHANGE RATES The exchange rate between the NIS and U.S. dollar published by the Bank of Israel was NIS 3.7630 to the U.S. dollar on April 19, 2016. The exchange rate has fluctuated during the six month period beginning October 2015 through April 19, 2016 from a high of NIS 3.983 to the U.S. dollar to a low of NIS 3.763 to the U.S. dollar. The monthly high and low exchange rates between the NIS and the U.S. dollar during the six month period beginning October 2015 through April 19, 2016, as published by the Bank of Israel, were as follows: HIGH LOW MONTH 1 U.S.

Load more

  675

Copy Link