EXHIBIT 3
ADVENT INVESTMENTS PTE LTD
September 9, 2009
By Facsimile: x000 0 000 0000
Scailex Corporation Ltd.
48 Xxx Xxxx Xxxxx St,
Segula Industrial Park,
PETACH TIKVA, ISRAEL 49277
Attn.: CEO
Dear Sir,
Re: PARTNER COMMUNICATIONS COMPANY LTD. (THE "COMPANY")
Reference is hereby made to that certain Share Purchase Agreement, dated August
12, 2009 (the "SPA"), by and between Scailex Corporation Ltd. ("SCAILEX") and
Advent Investments Pte Ltd ("ADVENT"). Terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to them in the SPA.
This letter confirms:
1. The Parties' agreement and understanding that in accordance with Section
8.6 of the SPA, and, unless otherwise expressly specified below, with
effect from the date hereof, the SPA is amended as follows:
(a) The second sentence of Section 2.4(c) is hereby deleted in its
entirety and replaced with the following:
"Subject to the Purchaser providing the Seller with the details
of the Purchaser Directors, the Seller shall use commercially
reasonable efforts to: (x) propose that on, or not earlier than
five (5) Business Days prior to, the Closing Date, the Board
adopts a resolution that the Purchaser Directors shall be
appointed to serve on the Board immediately after the Closing;
and (y) call a meeting of the shareholders of the Company
("EGM") for the adoption of a resolution to appoint the
Purchaser Directors to serve on the Board after the Closing,
upon receiving a written request of the Purchaser to be given on
or after 23 October 2009 (or if the EGM which is expected to be
held on or about 22 October, 2009 is adjourned for any reason,
the date of such adjourned meeting) in the event Article 23.4 of
the Articles of Association of the Company has not been amended
by replacing the percentage "75%" therein with "a simple
majority" (or a similar expression) by such date. In the event
that the EGM is held prior to the Closing Date, then the Seller
shall vote its shares in the Company in favour of such
resolution. The obligations of the Seller hereunder shall not
survive Closing."
(b) The figure "US$12,000,000" in Section 5.1(d)(iv) is replaced
with "US$6,500,000"; and
(c) Section 8.4(c) of the SPA is deleted in its entirety ab initio.
2. Your acknowledgement and acceptance that the Company intends to amend,
and seek its shareholders' approval for amending, its Articles of
Association as follows:
(a) The word "approve" in the first sentence of Article 15.1.1 shall
be replaced with the word "discuss".
(b) The following new Article 15.1.3 shall be added after Article
15.1.2:
"15.1.3 The Annual Meeting may discuss, and decide upon, any
matter on the agenda of such meeting."
(c) Article 15.2 shall be deleted in its entirety and replaced with
the following:
"General Meetings of the Shareholders of the Company which are
not convened in accordance with the provisions of Article 15.1
above, shall be referred to as "Extraordinary Meetings". An
Extraordinary Meeting shall discuss, and decide upon, any matter
(other than those referred to in Article 15.1.1 or 15.1.2), for
which the Extraordinary Meeting was convened."
(d) Article 23.3.4 shall be deleted in its entirety and replaced
with the following:
"An elected external Director (DAHATZ) shall commence his term
from the close of the General Meeting at which he is elected,
unless a later date is stated in the resolution with respect to
his appointment, and shall serve for the period stated in
accordance with the provisions of the Companies Law,
notwithstanding Article 23.3 above, unless his office becomes
vacant earlier in accordance with the provisions of the
Companies Law. A General Meeting may re-elect an external
Director {DAHATZ) for additional term(s) as permitted by the
Companies Law."
(e) The percentage "75%" in Article 23.4 of the Articles of
Association shall be replaced with the phrase "a simple
majority".
We further note your consent and approval that the Company may amend its
Articles of Associations as set forth in this letter, notwithstanding anything
to the contrary contained in the SPA (including, without limitation, Section 5.1
of the SPA).
Please signify your acknowledgement and agreement to the above by signing the
enclosed copy of this letter and returning it to us.
Yours faithfully,
For and on behalf of
ADVENT INVESTMENTS PTE LTD
-s- SIGNATURE
---------------------------
Acknowledged and Agreed:
For and on behalf of
SCAILEX CORPORATION LTD.
-s- Yahal Shachar
-------------------------
Title: Yahal Shachar, CEO
Date: 9.9.09
cc: 1. Gross, Kleinhendler, Hodak, Halevi, Xxxxxxxxx & Co.
One Azrieli Center, Xxx-Xxxx 00000, Xxxxxx
Facsimile: + 972 3 691 4177
Attn.: Xxxx Xxxxxxx Naveh, Adv.
2. Advent Investments Pte Ltd
x/x 00/X, Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxx, Xxxx Xxxx
Facsimile: x000 0000 0000
Attn.: The Company Secretary
3. Xxxxxx, Fox & Xxxxxx
Xxxx Xxxxx, 0 Xxxxxxxx Xxxxxx, Xxx Xxxx 00000, Xxxxxx
Facsimile: x000 0 000 0000
Attn: Xxxx Xxxxx, Adv. & Xxxx Sol, Adv.
