UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
SD
Specialized Disclosure Report
SodaStream
International Ltd.
(Exact name of registrant as specified by
its charter)
Israel
(State or other jurisdiction of
incorporation)
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001-34929
(Commission File Number)
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N/A
(I.R.S. Employer Identification No.)
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Gilboa Street
Airport City 7019900
Israel
(Address of principal executive offices)
Daniel Birnbaum
Chief Executive Officer
Tel. +972 (3) 976-2317
(Name and telephone number, including area
code, of the person to contact in
connection with this report.)
Check the appropriate box to indicate the rule pursuant to which
this form is being filed, and provide the period to which the information in this form applies:
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Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2017.
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SECTION 1 – CONFLICT MINERALS DISCLOSURE
Item 1.01 Conflict Minerals Disclosure
and Report
Introduction
This Specialized Disclosure Form (“Form
SD”) of SodaStream International Ltd. (“SodaStream”, the “Company,” “we” or “us”)
is filed pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for
the reporting period from January 1, 2017 to December 31, 2017.
The Rule requires disclosure of certain
information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary
to the functionality or production of those products. The specified minerals are gold, columbite-tantalite (coltan), cassiterite
and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (collectively, the “Conflict
Minerals”) that originated in the Democratic Republic of the Congo (the “DRC”) and certain adjoining countries
(collectively with the DRC, the “Covered Countries”).
Conclusion Based on Reasonable Country
of Origin Inquiry
In accordance with the Rule, for the year
ended December 31, 2017, the Company:
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concluded, in good faith, that SodaStream manufactured, or contracted to manufacture, products
(the “Covered Products”) for which the Conflict Minerals are necessary to the functionality or production of those
products; and
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based on its good faith reasonable country of origin inquiry (“RCOI”) regarding the
Conflict Minerals in its Covered Products, the Company had reason to believe that certain of the Conflict Minerals necessary to
the functionality or production of the Covered Products may have originated in the Covered Countries and that such Conflict Minerals
may not be from recycled or scrap sources.
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On the basis of these conclusions, the
Company proceeded to exercise due diligence with respect to the source and chain of custody of the Conflict Minerals contained
in its Covered Products and has submitted its Conflict Minerals Report (the “Report”) as an exhibit to this Form SD
for the reporting period from January 1, 2017 to December 31, 2017. The Report describes the conflict minerals due diligence that
the Company has designed and performed. The Report has not been subject to an independent private sector audit.
Based on the information obtained by the
Company during the due diligence process, the Company does not have sufficient information, with respect to the Covered Products,
to determine the country of origin of all of the Conflict Minerals in all the Covered Products. However, based on the information
that has been obtained, to the extent reasonably determinable by the Company, with respect to the smelters and refineries identified
by the Company, such countries of origin are believed to include Belgium, Bolivia, Brazil, China, Indonesia, Malaysia, Peru, Poland,
Taiwan, Thailand and the USA.
Conflict Minerals Disclosure
Our filings with the Securities and Exchange
Commission are available to the public at http://www.sec.gov, on the Israeli Securities Authority’s website at http://www.magna.isa.gov.il
and on the Tel Aviv Stock Exchange’s website at http://maya.tase.co.il. The contents of such websites are not part of this
Form SD. A copy of the Company’s Report is filed as Exhibit 1.01 herewith and is publicly available at http://sodastream.investorroom.com/
under “SEC Filings.” Unless otherwise stated in this Form SD and the attached Report, any documents, third-party materials
or references to websites (including the Company’s) are not incorporated by reference in, or considered to be a part of,
this Form SD and the accompanying Report.
Forward-Looking Statements
In addition to historical facts, this Form
SD and the attached Report contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933,
as amended, 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. We have based these forward-looking statements on our current expectations and projections
about future events. Forward-looking statements include information concerning our possible or assumed future results of operations,
business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market
opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and
can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would” or similar expressions
that convey uncertainty of future events or outcomes and the negatives of those terms. All forward-looking statements in this Form
SD and the attached Report reflect our current views about future events, are based on assumptions and are subject to risks and
uncertainties that could cause our actual results to differ materially from future results expressed or implied by the forward-looking
statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future events, results, actions, levels of activity, performance or achievements. Many of these factors are beyond our ability
to control or predict. Important factors that could cause actual outcomes to differ materially from those contained in any forward-looking
statement include those described in the Company’s reports, including its annual report on Form 20-F for the fiscal year
ended December 31, 2017, and other forms filed by the Company with or furnished by the Company to the Securities and Exchange Commission.
You should not put undue reliance on any forward-looking statements. Unless we are required to do so under U.S. federal securities
laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
Item 1.02 Exhibit
As specified in Section 2, Item 2.01 of
this Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to this Form SD.
SECTION 2 – EXHIBITS
Item 2.01 Exhibits
The following exhibit is filed as part
of this report.
Exhibit No.
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Description
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1.01
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Conflict Minerals Report of SodaStream International Ltd.
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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 duly authorized undersigned.
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SODASTREAM INTERNATIONAL LTD.
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Date: May 29, 2018
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By:
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/s/ Dotan Bar-Natan
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Name: Dotan Bar-Natan
Title: General Counsel
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