SCHEDULE 13G/A: Phoenix Financial Ltd. Maintains 9.99% Stake in Perion Network Ltd.
Beneficial Ownership Disclosure
Phoenix Financial Ltd. has filed an Amendment No. 16 to Schedule 13G, reaffirming its beneficial ownership of 9.99% in Perion Network Ltd. as of March 31, 2025.
Summary
- Phoenix Financial Ltd. reported beneficial ownership of 4,499,539.91 Ordinary Shares of Perion Network Ltd.
- This ownership represents 9.99% of Perion Network Ltd.'s total outstanding Ordinary Shares.
- The percentage is calculated based on 45,037,180 Ordinary Shares outstanding as of March 5, 2025, as reported by Perion in its Form 20-F filed on March 25, 2025.
- The shares are held by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. (the "Subsidiaries").
- These Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes, various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients.
- Each Subsidiary operates under independent management and makes its own independent voting and investment decisions.
- Phoenix Financial Ltd. certifies that the securities were not acquired and are not held for the purpose of changing or influencing the control of Perion Network Ltd.
- The beneficial ownership is distributed among Phoenix entities as follows: The Phoenix Investments House trust funds (1,883,305.91 shares, 4.18%), The Phoenix "nostro" accounts (433,834 shares, 0.96%), Linked insurance policies of Phoenix (19,340 shares, 0.04%), Partnership for Israeli shares (2,157,357 shares, 4.79%), and Partnership for investing in shares indexes (5,703 shares, 0.01%).
Sentiment
Score: 5
Explanation: The document is a factual, routine regulatory filing (Schedule 13G/A) disclosing beneficial ownership. It contains no explicit positive or negative news about the issuer's performance or outlook, maintaining a neutral sentiment.
Positives
- The continued significant stake by a major financial institution like Phoenix Financial Ltd. may signal long-term confidence in Perion Network Ltd.'s business prospects.
Future Outlook
Phoenix Financial Ltd. certifies that its beneficial ownership of Perion Network Ltd. securities is not for the purpose of changing or influencing the control of the issuer, nor is it held in connection with any transaction having such purpose or effect.
Management Comments
- "Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions."
- "Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group."
- "In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein."
- "This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement."
- "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not 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 ยงยง 240.14a-11."
Industry Context
This filing represents a routine disclosure by a significant institutional investor, Phoenix Financial Ltd., regarding its passive stake in Perion Network Ltd. It reflects ongoing portfolio management activities typical of large financial entities and does not indicate a strategic shift or direct industry trend, beyond the continued investment in the digital advertising and technology sector where Perion operates.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake, confirming a passive investment approach.
- Regulatory Bodies: Fulfills SEC disclosure requirements for beneficial ownership, ensuring market transparency.
Key Dates
| Date | Description |
|---|---|
| 2019-12-12 | Date of resolution of the Board of Directors of Phoenix Financial Ltd. authorizing signatures (referenced in Exhibit 1). |
| 2021-10-25 | Date of previous Schedule 13G filing where Exhibit 1 was incorporated by reference. |
| 2025-03-05 | Date as of which Perion Network Ltd. reported 45,037,180 Ordinary Shares outstanding in its Form 20-F. |
| 2025-03-25 | Date Perion Network Ltd. filed its Form 20-F with the SEC, reporting shares outstanding. |
| 2025-03-31 | Date of event which requires filing of this statement (reporting date for beneficial ownership). |
| 2025-06-05 | Date of signature by Eli Schwartz, Vice President Chief Financial Officer of Phoenix Financial Ltd. |
| 2025-06-05 | Date of signature by Haggai Schreiber, Executive Vice President Chief Investment Officer of Phoenix Financial Ltd. |
Keywords
Perion Network Ltd., Phoenix Financial Ltd., Schedule 13G, Beneficial Ownership, Shareholding, SEC Filing, Institutional Investor, Ordinary Shares, M78673114
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