This Amendment No. 21 on Schedule 13D/A (the “Amendment”) amends and supplements, to the extent specified herein, the Statement on Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by the Reporting Persons and certain additional persons with respect to the ordinary shares, par value New Israeli Shekel 0.003 per share ("Ordinary Shares") of Elron Electronic Industries Ltd. (the “Statement”). Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Statement.
The following amends and supplements Items 2, 3,and 5 of the Statement.
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Item 2.
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Identity and Background
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(a), (b) and (c): The Reporting Persons.
On October 11, 2015, C.A.A. Extra Holdings Ltd., a company controlled by Mordechay Ben-Moshe, sold the remainder of the shares of IDB Development held by it, constituting approximately 14% of the outstanding share capital of IDB Development, to a company controlled by Mr. Eduardo Sergio Elsztain ("Elsztain"). As a result of such transaction, (i) corporations controlled by Mr. Elsztain hold approximately 80.7% of the outstanding shares of IDB Development, (ii) Mr. Mordechay Ben-Moshe ceased to hold shares of IDB Development, (iii) the shareholders agreement between corporations controlled by each of Mr. Elsztain and Mr. Mordechay Ben-Moshe with respect to their ownership of shares of IDB Development terminated and (iv) Mr. Ben-Moshe ceased to be a Reporting Person. From such date the following are the names of the Reporting Persons, the place of organization, principal business, and address of principal business of each Reporting Person that is a corporation, and the residence or business address and present principal occupation of each Reporting Person who is a natural person:
(1) Discount Investment Corporation Ltd., an Israeli public corporation ("DIC"), with its business and principal office at the Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 6702301, Israel holds directly 14,966,339 Ordinary Shares. DIC organizes, acquires interests in, finances and participates in the management of companies.
(2) IDB Development Corporation Ltd., an Israeli corporation ("IDB Development"), with its principal business and principal office at the Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 6702301, Israel. IDB Development, itself and through its subsidiaries, organizes, acquires interests in, finances and participates in the management of companies. As of October 11, 2015, IDB Development owned approximately 74% of the outstanding shares of DIC. By reason of IDB Development’s control of DIC, IDB Development may be deemed beneficial owner of, and to share the power to vote and dispose of, the Ordinary Shares owned beneficially by DIC.
The following person may, by reason of his interests in IDB Development, be deemed to control the corporations referred to in paragraphs (1) - (2) above:
(3) Mr. Elsztain, whose address is 108 Bolivar St. (C1006AAD) Ciudad Autónoma de Buenos Aires, Argentina. His present principal occupations are Chairman of IDB Development and DIC; Chief Executive Officer and Chairman of IRSA Inversiones y Representaciones Sociedad Anónima; Chairman of IRSA Propiedades Comerciales S.A. and Cresud S.A.C.I.F y A, among other companies; Businessman and director of companies.
As of October 11, 2015 –
Mr. Elsztain holds 85% of the share capital of Consultores Assets Management S.A., a stock corporation incorporated in Argentina ("CAM"), which in turn holds the full ownership of Consultores Venture Capital Uruguay S.A., a stock corporation incorporated in Uruguay ("CVCU"). CVCU holds all (100%) the voting rights in Dolphin Fund Ltd., an investment fund incorporated in Bermuda, and CVCU acts as the investment manager of Dolphin Fund Ltd. Dolphin Fund Ltd. holds all (100%) the outstanding shares of Dolphin Investments (Gibraltar) Ltd., a company incorporated in Gibraltar, which in turn owns all (100%) the voting rights of Dolphin Netherlands B.V., a company incorporated in the Netherlands. In addition, Mr. Elsztain holds (through companies controlled by him and irrevocable powers of attorney) a majority of the voting power in IFIS Ltd., an investment company incorporated in Bermuda, which holds all (100%) the outstanding shares of Inversiones Financieras Del Sur S.A., ("IFISA"), a corporation incorporated in Uruguay. It is noted that companies controlled indirectly by Mr. Elsztain hold the majority of shares of Dolphin Fund Ltd and Dolphin Netherlands B.V., which are entitled to economic rights but are not entitled to voting rights.
As such, Mr. Elsztain, through Dolphin Netherlands B.V., Dolphin Fund Ltd. and IFISA, beneficially owns approximately 80.7% of the outstanding shares of IDB Development. Mr. Elsztain is also the Chairman of each of the boards of directors of IDB Development and of DIC.
It is noted that each of Dolphin Fund and Dolphin Netherlands B.V. holds directly 0.04% and 0.42% of the outstanding shares of DIC, respectively.
By reason of the control of IDB Development by Mr. Elsztain, as set forth above, Mr. Elsztain may be deemed beneficial owner of, and to hold the power to vote and dispose of, the Ordinary Shares owned beneficially by IDB Development and DIC.
The beneficial holdings of Mr. Elsztain in IDB Development could change as a result of the creditors’ arrangement process under which Mr. Elsztain purchased his initial beneficial holdings in IDB Development in May 2014, together with Mordechay Ben-Moshe. The beneficial holdings of Mr. Elsztain in IDB Development could also change as a result of additional investments or other transactions in the share capital of IDB Development by corporations controlled by Mr. Elsztain.
The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) DIC and (ii) IDB Development are set forth in Schedules A and B attached hereto, respectively, and incorporated herein by reference. These Schedules replace Schedules A and B previously attached to the Statement.
(d) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A and B to this Amendment, has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations and similar misdemeanors:
(e) None of the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer named in Schedules A and B to this Amendment, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Elsztain is a citizen of Argentina.
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Item 3.
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Source and Amount of Funds or Other Consideration
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See Item 2(a) above.
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Item 5.
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Interest in Securities of the Issuer
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As of October 11, 2015:
DIC owned directly 14, 966,339 Ordinary Shares, or approximately 50.32% of the outstanding Ordinary Shares.
IDB Development may be deemed to be the beneficial owner, and to share the power to vote and dispose, of the 14,966,339 Ordinary Shares owned by DIC, constituting approximately 50.32% of the outstanding Ordinary Shares. IDB Development disclaims beneficial ownership of all the Ordinary Shares held by DIC.
The Reporting Person who is a natural person may be deemed to be the beneficial owner of, and to share the power to vote and dispose of, an aggregate of 14,966,339 Ordinary Shares beneficially owned by DIC, constituting approximately 50.32% of the outstanding Ordinary Shares. Such Reporting Person disclaims beneficial ownership of all the Ordinary Shares held by DIC.
Elron advised the Reporting Persons that as of October 11, 2015, there were 29,743,767 Ordinary Shares outstanding, and the percentages of outstanding Ordinary Shares set forth above are based on this number.
None of the Reporting Persons purchased or sold any Ordinary Shares from August 11, 2015 through October 11, 2015.
According to the information provided to the Reporting Persons, none of the executive officers and directors of IDB Development and DIC owned as of October 11, 2015 any Ordinary Shares except for Mr. Ronni Bar-On, a director of IDB Development, who owned 320 Ordinary Shares. According to the information provided to the Reporting Persons, none of such executive officers and directors purchased or sold any Ordinary Shares from August 11, 2015 through October 11, 2015.
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Item 7.
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Material to be filed as Exhibits
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Schedules A & B
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Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of (i) DIC and (ii) IDB Development.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 21 is true, complete and correct.
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DISCOUNT INVESTMENT CORPORATION LTD.
IDB DEVELOPMENT CORPORATION LTD.
BY: DISCOUNT INVESTMENT CORPORATION LTD.
BY: ______________________________
Michel Dahan and Kurt Keren, authorized signatories of Discount Investment Corporation Ltd., for itself and on behalf of IDB Development Corporation Ltd., Eduardo Sergio Elsztain, pursuant to an agreement annexed as Exhibit 1 to Amendment No. 20 to the Statement and annexed to Amendment No. 18 to the Statement as Exhibit 3 thereto.
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Schedule A
Directors and Executive Officers
of
Discount Investment Corporation Ltd.
(as of October 11, 2015)
Citizenship is the same as country of address, unless otherwise noted.
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Name & Address
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Position
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Current Principal Occupation
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Eduardo Sergio Elsztain
Bolívar 108 1st Floor
Ciudad Autónoma de Buenos Aires (C1066AAD), Argentina
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Chairman of the Board of Directors
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Chairman of the Boards of Directors of IDB Development and DIC; Chief Executive Officer and Chairman of IRSA Inversiones y Representaciones Sociedad
Anónima; Chairman of IRSA Propiedades Comerciales S.A. and Cresud S.A.C.I.F y A; Businessman and director of companies.
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Prof. Niv Ahituv
33 Drezner St., Tel Aviv Israel
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External Director
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Professor; Director of companies.
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Moshe Matalon
11 HaLivne St., Herzlia Israel
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External Director
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Business consultant; Director of companies.
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Lily Ayalon
58 Sderot Ha'Prachim, Reut, Israel
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Director
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Business consultant; Director of companies.
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Micha Ben Chorin
10 Ashkenazi St., Tel Aviv, Israel
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Director
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CFO of Pyramid Analytics B.V.
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Saul Lapidus
Bolívar 108 1st Floor
Ciudad Autónoma de Buenos Aires (C1066AAD), Argentina
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Director
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Chief Executive Officer of Cladd S.A.
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Joseph Singer
14 Mordechai Zeira St., Tel Aviv, Israel
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Director
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Director of companies.
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Saúl Zang
Florida 537, 18th Floor
Ciudad Autónoma de Buenos Aires
(C1005 AAK), Argentina
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Director
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Vice-Chairman of IRSA Inversiones y Representaciones Sociedad Anónima, Cresud S.A.C.I.F. y A and IRSA Propiedades Comerciales S.A.;Partner and founder of Zang, Bergel & Vines Law firm.
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Alejandro Gustavo Elsztain
Alto Palermo, Moreno 877 24th Floor
Ciudad Autónoma de Buenos Aires (C1091AAQ), Argentina
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Alternate director for Eduardo Elsztain
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Vice-Chairman of IRSA Inversiones y Representaciones Sociedad Anónima, Cresud S.A.C.I.F. y A and IRSA Propiedades Comerciales S.A.; CEO of Fibesa S.A. and Vice President of Nuevas Frontertas S.A.
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Mauricio Elias Wior
Reconquista 151
Ciudad Autónoma de Buenos Aires
(C1003 ABC), Argentina
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Alternate director for Saul Lapidus
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Director of companies
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Michel Dahan
3 Azrieli Center, The Triangular Tower, 41st floor, Tel-Aviv 67023, Israel
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Acting Chief Executive Officer and Chief Financial Officer
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Acting Chief Executive Officer and Chief Financial Officer of DIC
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Ari Bronshtein
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel
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Vice Chief Executive Officer
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Vice Chief Executive Officer of DIC; Chief Executive Officer of Elron Electronic Industries Ltd.
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Motti Berenstain
3 Azrieli Center, The Triangular Tower, 41st floor, Tel-Aviv 67023, Israel
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Comptroller
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Comptroller of DIC
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Directors and Executive Officers
of
IDB Development Corporation Ltd.
(as of October 11, 2015)
Citizenship is the same as country of address, unless otherwise noted.
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Name & Address
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Position
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Current Principal Occupation
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Eduardo Sergio Elsztain
Bolívar 108 1st Floor
Ciudad Autónoma de Buenos Aires (C1066AAD), Argentina
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Chairman of the Board of Directors
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Chairman of the Boards of Directors of IDB Development and DIC; Chief Executive Officer and Chairman of IRSA Inversiones y Representaciones Sociedad
Anónima; Chairman of IRSA Propiedades Comerciales S.A. and Cresud S.A.C.I.F y A; Businessman and director of companies.
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Saúl Zang
Florida 537, 18th Floor
Ciudad Autónoma de Buenos Aires
(C1005 AAK), Argentina
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Director
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Vice-Chairman of IRSA Inversiones y Representaciones Sociedad Anónima, Cresud S.A.C.I.F. y A and IRSA Propiedades Comerciales S.A.;Partner and founder of Zang, Bergel & Vines Law firm.
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Saúl Lapidus
Bolívar 108 1st Floor
Ciudad Autónoma de Buenos Aires (C1066AAD), Argentina
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Alternate director for Eduardo Elsztain
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CEO of Cladd S.A.
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Mario I. Blejer
Reconquista 151
Ciudad Autónoma de Buenos Aires (C1003 ABC), Argentina
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Alternate director for Saúl Zang
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Vice Chairman of Banco Hipotecario de Argentina
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Giora Inbar
16 Haela Street, Timrat 3657600, Israel
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External Director
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General Manager of Ofakei Danish Ltd.
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Elina Frenkel Ronnen
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
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External Director
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Director of companies
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Ronni Bar-On (1)
2 Hashaked Street, Motza Ilite
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Director
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Director of companies
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Haim Gavrieli
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
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Chief Executive Officer
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Chief Executive Officer of IDB Development
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Igal Salhov
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
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Chief Financial Officer
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Chief Financial Officer of IDB development
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Haim Tabouch
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
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Vice Chief Executive Officer (for Comptrolling)
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Vice CEO (for Comptrolling) of IDB Development.
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Amir Harosh
3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 6702301, Israel
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Comptroller
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Comptroller of IDB Development.
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(1)
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As of October 11, 2015, Mr. Ronni Bar-On owned 320 Ordinary Shares.
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Page 9 of 9 pages