Filing Details
- Accession Number:
- 0001213900-24-013659
- Form Type:
- 13D Filing
- Publication Date:
- 2024-02-13 19:00:00
- Filed By:
- Danbar Finance Ltd.
- Company:
- Shl Telemedicine Ltd
- Filing Date:
- 2024-02-14
- SEC Url:
- 13D Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
SHL TELEMEDICINE LTD.
(Name of Issuer)
American Depositary Shares, each representing one ordinary share, par value NIS 0.01 per share
(Title of Class of Securities)
78423T200
(CUSIP Number)
Ilana Freundlich
94 Yigal Alon Street, Tel Aviv 6789155, Israel
+972-3-5611152
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 8, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: ☐
Note: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 78423T200 | Page 2 of 7 |
| 1 | NAME OR REPORTING PERSON
Danbar Finance Ltd.(1) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
PF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Israel |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
791,405 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
791,405 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
791,405 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%(2) | |
| 14 | TYPE OF REPORTING PERSON
CO |
| (1) | Matan Wulkan and Nir Rotenberg are the shareholders of Danbar Finance Ltd. (“Danbar”). Mr. Wulkan and Mr. Rotenberg are the sole directors of Danbar. Mr. Rotenberg was elected as a director of SHL Telemedicine Ltd. (the “Issuer”) upon approval of the Issuer’s shareholders at the Issuer’s annual general meeting of shareholders on February 8, 2024. Danbar, Mr. Wulkan and Mr. Rotenberg are collectively referred to as the “Reporting Persons”. |
| (2) | Based on 16,392,754 Ordinary Shares outstanding as of December 26, 2023 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission (“SEC”) on December 28, 2023). |
| CUSIP No. 78423T200 | Page 3 of 7 |
| 1 | NAME OR REPORTING PERSON
Matan Wulkan(1) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
PF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Israel |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
122,727(2) |
| 8 | SHARED VOTING POWER
791,405 | |
| 9 | SOLE DISPOSITIVE POWER
122,727(2) | |
| 10 | SHARED DISPOSITIVE POWER
791,405 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
914,132 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%(3) | |
| 14 | TYPE OF REPORTING PERSON
IN |
| (1) | Matan Wulkan is a director and a shareholder of Danbar. |
| (2) | The 122,727 Ordinary Shares are held of record by Miri Wulkan, Mr. Wulkan’s mother. Mr. Wulkan has sole voting and dispositive power over such Ordinary Shares. |
| (3) | Based on 16,392,754 Ordinary Shares outstanding as of December 26, 2023 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on December 28, 2023). |
| CUSIP No. 78423T200 | Page 4 of 7 |
| 1 | NAME OR REPORTING PERSON
Nir Rotenberg(1) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
PF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Israel |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
27,000 |
| 8 | SHARED VOTING POWER
791,405 | |
| 9 | SOLE DISPOSITIVE POWER
27,000 | |
| 10 | SHARED DISPOSITIVE POWER
791,405 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
818,405 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%(2) | |
| 14 | TYPE OF REPORTING PERSON
IN |
| (1) | Nir Rotenberg is a director and a shareholder of Danbar. |
| (2) | Based on 16,392,754 Ordinary Shares outstanding as of December 26, 2023 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on December 28, 2023). |
| CUSIP No. 78423T200 | Page 5 of 7 |
This Amendment No. 1 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on December 26, 2023 by the Reporting Persons named herein.
Item 1. Security and Issuer.
This item is not being amended by this Schedule 13D/A.
Item 2. Identity and Background.
This item is not being amended by this Schedule 13D/A.
Item 3. Source and Amount of Funds or Other Consideration.
This item is not being amended by this Schedule 13D/A.
Item 4. Purpose of Transaction.
Item 4. “Purpose of Transaction” of the Schedule 13D is hereby amended to add the following;
On February 8, 2024, Mr. Rotenberg was elected as a Director of the Issuer upon approval of the Issuer’s shareholders at the Issuer’s annual general meeting of shareholders.
| CUSIP No. 78423T200 | Page 6 of 7 |
Item 5. Interest in Securities of the Issuer.
| (a) (b) | Number and percentage of Issuer Ordinary Shares beneficially owned by each Reporting Person: |
| Reporting Person | Number of Ordinary Shares | Percentage of Class(1) | ||||||
| Danbar Finance Ltd. | 791,405 | (2) | 4.8 | % | ||||
| Matan Wulkan | 914,132 | (3) | 5.6 | % | ||||
| Nir Rotenberg | 818,405 | (4) | 5.0 | % | ||||
| (1) | Based on 16,392,754 Ordinary Shares outstanding as of December 26, 2023 (as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on December 28, 2023). |
| (2) | Danbar is deemed to beneficially own 791,405 Ordinary Shares held by it directly. |
| (3) | Mr. Wulkan is deemed to beneficially own 914,132 Ordinary Shares, consisting of: (i) 122,727 Ordinary Shares held of record by Miri Wulkan, Mr. Wulkan’s mother. Mr. Wulkan has sole voting and dispositive power over such Ordinary Shares, and (ii) 791,405 Ordinary Shares held by Danbar, over which Mr. Wulkan shares voting and dispositive power with Mr. Rotenberg. |
| (4) | Mr. Rotenberg is deemed to beneficially own 818,405 Ordinary Shares, consisting of: (i) 27,000 Ordinary Shares held directly, and (ii) 791,405 Ordinary Shares held by Danbar, over which Mr. Rotenberg shares voting and dispositive power with Mr. Wulkan. |
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) The table below specifies the date, amount and weighted average per share price of Ordinary Shares purchased by the Reporting Persons in the past sixty days. All transactions reflected in the table below were effected in the open market on the SIX Swiss Exchange:
| Reporting Person | Trade Date | Number of Ordinary Shares | Avg. Price Per Ordinary Share(1) | ||||||
| Danbar Finance Ltd. | February 6, 2024 | 11,934 | CHF 5.55 | ||||||
| Danbar Finance Ltd. | February 7, 2024 | 33,066 | CHF 5.66 | ||||||
| Danbar Finance Ltd. | February 8, 2024 | 19,512 | CHF 5.45 | ||||||
| Matan Wulkan | January 11, 2024 | 3,667 | CHF 6.25 | ||||||
| Matan Wulkan | January 15, 2024 | 3,600 | CHF 6.46 | ||||||
| Matan Wulkan | January 17, 2024 | 1,946 | CHF 6.05 | ||||||
| Matan Wulkan | January 18, 2024 | 3,454 | CHF 6.14 | ||||||
| Matan Wulkan | January 19, 2024 | 3,600 | CHF 6.01 | ||||||
| Matan Wulkan | January 22, 2024 | 3,588 | CHF 5.92 | ||||||
| Matan Wulkan | January 23, 2024 | 7,212 | CHF 5.89 | ||||||
| Matan Wulkan | January 24, 2024 | 3,600 | CHF 5.57 | ||||||
| Matan Wulkan | January 26, 2024 | 1,742 | CHF 5.60 | ||||||
| Matan Wulkan | February 2, 2024 | 7,258 | CHF 5.57 | ||||||
| Matan Wulkan | February 5, 2024 | 5,497 | CHF 5.45 | ||||||
| Matan Wulkan | February 6, 2024 | 1,800 | CHF 5.55 | ||||||
| Matan Wulkan | February 8, 2024 | 230 | CHF 5.20 | ||||||
| Nir Rotenberg | January 23, 2024 | 8,100 | CHF 5.90 | ||||||
| (1) | The price reported is the weighted average price in Swiss franc (“CHF”) as of the relevant trade date. The Reporting Persons undertake to provide, upon request by the staff of the SEC, full information regarding the number of Ordinary Shares purchased at each separate price within the ranges set forth in this footnote. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
This item is not being amended by this Schedule 13D/A.
Item 7. Material to Be Filed as Exhibits.
This item is not being amended by this Schedule 13D/A.
| CUSIP No. 78423T200 | Page 7 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2024 | ||
| DANBAR FINANCE LTD. | ||
| By: | /s/ Matan Wulkan | |
| Name: | Matan Wulkan | |
| Title: | Director | |
| MATAN WULKAN | ||
| /s/ Matan Wulkan | ||
| NIR ROTENBERG | ||
| /s/ Nir Rotenberg | ||