SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6 – K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE
13a-16 OR 15a-16 OF
THE SECURITIES
EXCHANGE ACT OF 1934
Report on Form 6-K dated February 14, 2005
Partner Communications Company Ltd.
(Translation of Registrant's Name Into English)
8 Amal Street
Afeq Industrial Park
Rosh Ha'ayin 48103
Israel
| (Address of Principal Executive Offices) |
(Indicate by check mark whether the registrant files or will file annual reports
under cover
of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F o
(Indicate by check mark whether the registrant by furnishing the
information contained
in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.)
Yes o No x
(If "Yes" is marked, indicate below the file number assigned to the
registrant in
connection with Rule 12g3-2(b): 82-_________)
This Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on December 26, 2001 (Registration No. 333-14222).
Enclosure: Press Release dated February 14, 2005 re: Maalot, Standard and Poor's and Moody's, Comment on Shares Buyback by Partner
Maalot, Standard and
Poor’s and Moody’s,
Comment on Shares Buyback by Partner
No Change in Rating or Outlook
Rosh Ha’ayin, Israel, February 14th, 2005 – Partner Communications Company Ltd. (NASDAQ, TASE: PTNR; London: PCCD) (the “Company”, “Partner”) announced today that Standard and Poor’s, its Israeli affiliate Maalot, and Moody’s have all separately commented on the proposed transaction announced by the Company regarding the purchase by Partner of 31.7 million Partner shares from three of Partner’s founding Israeli shareholders. None of the rating agencies deemed it necessary to change either rating or outlook for the Company.
Alan Gelman, Partner’s CFO commented: “The views of the ratings agencies support our understanding that the potential transaction serves the goals of Partner, as well as those of the sellers and the continuing holders of Partner’s stock. Partner’s plan is to maximize shareholder value through this transaction and the pursuit of an optimal leverage structure”.
Notes: Some of the information in this release contains forward-looking statements that involve risks and uncertainties within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about us.
Words such as “believe,” “anticipate,” “expect,” “intend,” “seek,” “will,” “plan,” “could,” “may,” “project,” “goal,” “target,” and similar expressions often identify forward-looking statements but are not the only way we identify these statements. Because such statements involve risks and uncertainties, actual results may differ materially from the results currently expected. Factors that could cause such differences include, but are not limited to:
| – | Uncertainties about the degree of growth in the number of consumers using wireless personalcommunications services and in the number of residents; |
| – | The risks associated with the implementation of a third-generation network and business strategy, including risks relating to the operations of new systems and technologies, substantial expenditures required and potential unanticipated costs, uncertainties regarding the adequacy of suppliers on whom we must rely to provide both network and consumer equipment and consumer acceptance of the products and services to be offered; |
| – | The impact of existing and new competitors in the market in which we compete, including competitors that may offer less expensive products and services, desirable or innovative products, technological substitutes, or have extensive resources or better financing; |
| – | The introduction or popularity of new products and services, including prepaid phoneproducts, which could increase churn; |
| – | The effects of vigorous competition in the market in which we operate and for more valuable customers, which may decrease prices charged, increase churn and change the customer mix, profitability and average revenue per user; |
| – | The availability and cost of capital and the consequences of increased leverage; |
| – | The risks and costs associated with the need to acquire additional spectrum for current andfuture services; |
| – | The risks associated with technological requirements, technology substitution and changesand other technological developments; |
| – | Fluctuations in exchange rates; |
| – | The results of litigation filed or to be filed against us; and |
| – | The possibility of the market in which we compete being impacted by changes in political, economic or other factors, such as monetary policy, legal and regulatory changes or other external factors over which we have no control; |
| – | As well as the risk factors specified under the heading “Risk Factors” in our 2003 annual report on form 20-F filed with the SEC on April 30th, 2004. |
About Partner
Partner Communications Company Ltd. is a leading Israeli mobile communications operator providing GSM/GPRS/UMTS services and wire free applications under the preferred orange™ brand. The Company commenced full commercial operations in January 1999 and, through its network, provides quality of service and a range of features to 2.34 million subscribers in Israel. Partner subscribers can use roaming services in 152 destinations using 333 GSM networks. The Company launched its 3G service in 2004. Partner’s ADSs are quoted on NASDAQ under the symbol PTNR and on the London Stock Exchange (LSE) under the symbol PCCD. Its shares are quoted on the Tel Aviv Stock Exchange (TASE) under the symbol PTNR. For further information: http://www.investors.partner.co.il
| Contact: | |||
| Mr. Alan Gelman | Dr. Dan Eldar | ||
| Chief Financial Officer | V.P. Carrier, International & Investor Relations | ||
| Tel: | +972-54-7814951 | Tel: | +972-54-7814151 |
| Fax: | +972-54-7815961 | Fax: | +972-54-7814161 |
| E-mail: | alan.gelman@orange.co.il | E-mail: | dan.eldar@orange.co.il |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Partner Communications Company Ltd. BY: /S/ Alan Gelman —————————————— Alan Gelman Chief Financial Officer |
Dated: February 14, 2005