SCHEDULE 13G/A: Value Base Entities Disclose 8.14% Passive Stake in Audiocodes Ltd. via Amended Schedule 13G
Beneficial Ownership Disclosure
Value Base Ltd. and related entities, including Victor Shamrich and Ido Nouberger, have filed an amended Schedule 13G disclosing a passive beneficial ownership of 8.14% in Audiocodes Ltd. as of December 31, 2024.
Summary
- Value Base Ltd., Victor Shamrich, Ido Nouberger, and Value Base Fund Management Ltd. (acting for Value Base Fund General Partner Ltd. and Value Base Fund Limited Partnership) collectively reported beneficial ownership of 2,458,674 Ordinary Shares of Audiocodes Ltd.
- This ownership represents 8.14% of Audiocodes Ltd.'s outstanding Ordinary Shares.
- The percentage is calculated based on 30,216,661 Ordinary Shares outstanding as of August 1, 2024, as previously reported by Audiocodes Ltd. in a Form 6-K filed on August 13, 2024.
- All reporting persons share both voting and dispositive power over these 2,458,674 shares, with no sole voting or dispositive power reported.
- This filing is an Amendment No. 1 to a Schedule 13G, indicating an update to a previously filed statement.
- The reporting persons certify that the shares were not acquired or held for the purpose of changing or influencing the control of Audiocodes Ltd.
Sentiment
Score: 5
Explanation: The document is a routine regulatory filing disclosing passive beneficial ownership, with no explicit positive or negative implications for the issuer's operations or financial performance.
Risks
- The reporting persons disclaim that the filing of this Schedule 13G or its contents constitute an admission that a 'group' exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose.
Future Outlook
NA
Management Comments
- The reporting persons certify that, to the best of their knowledge and belief, the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, and were not acquired or held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Industry Context
This filing is a routine regulatory disclosure of a significant passive ownership stake in a publicly traded company. It does not provide specific industry context or trends.
Related Party Transactions
- The beneficial ownership is held by Value Base Fund Limited Partnership, whose general partner (Value Base Fund General Partner Ltd.) has delegated management to Value Base Fund Management Ltd. Both the general partner and management company are controlled by Value Base Ltd., which in turn is controlled by Messrs. Victor Shamrich and Ido Nouberger. This establishes a clear control structure among the reporting entities.
Stakeholder Impact
- Shareholders: Provides transparency regarding significant passive ownership stakes in Audiocodes Ltd.
Key Dates
| Date | Description |
|---|---|
| 2023-09-27 | Date of Unanimous written resolutions of the directors of Value Base Fund Management Ltd. (referenced in Exhibit 2). |
| 2024-07-16 | Date of previous Schedule 13G filing by the Reporting Persons (referenced in Exhibit 1 and 2). |
| 2024-08-01 | Date as of which 30,216,661 Ordinary Shares of Audiocodes Ltd. were outstanding, used as the basis for percentage calculation. |
| 2024-08-13 | Date Audiocodes Ltd. filed Form 6-K (Exhibit 99.1) reporting the number of outstanding shares. |
| 2024-12-31 | Date of event which requires filing of this statement (ownership snapshot date). |
| 2025-01-22 | Date of signing of the Schedule 13G Amendment. |
Keywords
Audiocodes Ltd., Schedule 13G, Beneficial Ownership, Value Base Ltd., Victor Shamrich, Ido Nouberger, SEC Filing, Passive Investment, Ordinary Shares, Institutional Ownership
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