BSD.L Regulatory News (BSD)

B.S.D. CROWN LTD - Publication of Q3 Unaudited Financial Statements

PR Newswire

London, December 1

B.S.D CROWN Ltd (LSE:BSD)

(the “Company")

PUBLICATION OF Q3 unaudited FINANCIAL STATEMENTS

Ramat Gan, Israel, 01 December 2015:

The company announces the publishing of its unaudited condensed consolidated financial statements as of September 30th, 2015.

Enquiries:

Emil Budilovsky, Joint CEO, CFO and Company Secretary: Emil@bsd-c.com

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED

 FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2015

UNAUDITED

IN U.S. DOLLARS

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2015

UNAUDITED

IN U.S. DOLLARS

INDEX

Report on Review of Interim Condensed Consolidated Financial Statements

To the Shareholder and Board of Directors of

B.S.D CROWN LTD.

Introduction:

We have reviewed the accompanying interim condensed consolidated statement of financial position of B.S.D CROWN LTD. and its subsidiaries ("the Group") as of 30 September 2015 and the related interim condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the nine and three month period then ended and explanatory notes. Management is responsible for the preparation and presentation of those interim condensed consolidated financial statements in accordance with IAS 34, "Interim Financial Reporting ("IAS 34"). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

The Group`s financial statements as of 30 September 2014 and for the nine and three months then ended reviewed by another auditor who expressed an unqualified opinion on those statements on November 27, 2014.

Scope of review:

We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion:

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34.

Brightman Almagor Zohar & Co.

Certified Public Accountants

A member firm of Deloitte Touche Tohmatsu Limited

Tel-Aviv 30 November, 2015

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Basic and diluted net earnings per share attributable to Company's equity holders (in U.S dollars):

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

B.S.D CROWN LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

NOTE 1 - GENERAL

a. B.S.D Crown Ltd. ("B.S.D" or the "Company") is a corporation registered in Israel.

In August 2014 the Company effected a change of its name from Emblaze Ltd. to B.S.D Crown Ltd.

b.  For change of control in the ultimate controlling shareholder of the company see Note 4(h).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of the interim consolidated financial statements:

The interim condensed consolidated financial statements for nine and three month periods ended 30 September 2015 have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the European Union. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2014.

b. Income tax:

The Group calculates the period's income tax expense using the tax rate that would be applicable to the expected total annual earnings. In order to calculate the average annual effective income tax, the company reduces tax losses in which no deferred tax assets were recognized in respect to them, and it expects them to reduce the annual current taxable profit.

The major components of income tax expense in the interim condensed statement of profit or loss are: Current income tax expense, Deferred income tax expense relating to origination and reversal of temporary Differences except to the extent that the tax arises from transactions which recognized directly in equity and business combinations.

NOTE 3 - DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THE ADOPTION

a. IFRS 13 Fair Value Measurement:

The amendment is applied prospectively and clarifies that the portfolio exception in IFRS 13 can be applied not only to financial assets and financial liabilities, but also to other contracts within the scope of IFRS 9 (or IAS 39, as applicable). This amendment has no impact on the financial statements.

b. Amendments to IAS 19 Defined Benefit Plans: Employee Contributions

IAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined benefit plans. Where the contributions are linked to service, they should be attributed to periods of service as a negative benefit. These amendments clarify that, if the amount of the contributions is independent of the number of years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service. This amendment is effective for annual periods beginning on or after 1 July 2014. These amendments have no impact on the financial statements.

NOTE 3 - DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THE ADOPTION (Cont.)

c. An amendment to IAS 24 "Related Party Disclosures" (regarding key management personnel)

The amendment clarifies that a management company providing key management personnel services to the reporting entity is a "related party" of the reporting entity. The amendment is applied retrospectively for annual reporting periods beginning on or after July 1, 2014 or thereafter.

NOTE 4 - SUPPLEMENTARY INFORMATION

a. Loan agreement to controlling shareholder:

On 24 February, 2015, Israel 18, Israel 180 Ltd. (“Israel 180”) and Orot Israel 18 Ltd. (“Orot Israel” and together, the “Israel 18 Group”) entered into a loan agreement (the “Loan Agreement”) for a loan to be provided by Zwi Williger (“ZW”) and Joseph Williger (“JW” and together, the “Willigers”), either in their personal capacities or through companies under their control (the “Lenders”), pursuant to which Israel 18 was to borrower a sum of NIS 83 million (approximately USD 20.9 million) (the “Loan Amount”).

The Loan Amount was to be used, among others, for the purposes of exercising the call options in respect of a further 19.09 per cent of the Company’s shares (the “Options”).

Following the failure by the parties to the Loan Agreement to reach completion thereof the Loan Amount was returned to the Willigers on 7 May, 2015.

b. Put options over Company shares:

(1) On 4 March, 2015, ZW, a director of Willi-Food Investments Ltd. (“WFI”) and the chairman of the board of directors of G. Willi-Food International Ltd. (“WFINT”) and JW, the president of WFINT and chairman of the board of directors of WFI, each, exercised options over 66,667 shares of WFINT (the “Williger Shares”). In consideration for the Williger Shares, each of ZW and JW paid the amount of USD 433 thousand to WFI, reflecting an exercise price of USD 6.5 per each of the Williger Shares.

(2) Following ZW's and JW’s exercise of the abovementioned Williger Shares, on 24 March 2015, the Company paid an amount of USD 800 thousand to each of ZW and JW and acquired 66,667 shares of WFINT from each of ZW and JW, reflecting an exercise price of USD 12 per share of WFINT.

(3) Following a further exercise by ZW of part of his put options in respect of 166,666 shares of WFINT, on 7 May, 2015, the Company paid an aggregate total amount of USD 2 million and acquired an aggregate of 166,666 shares of WFINT.

(4) On 26 May and 30 June, 2015 the Company has paid the aggregate amount of USD 1 million and USD 3 million respectively to ZW in consideration for the WFINT Put Option in relation to 337,741 shares in WFINT.

c. During June 2015, WFI acquired 139,386 ordinary shares of NIS 0.1 per share in the amount of approximately USD 2,295 thousand. As a result of these acquisitions, WFI increased its holdings in WFINT shares to 62.39%.

Following the above-mentioned transactions, the Company now directly holds 4.87% of the shares of WFINT and indirectly holds a further approximately 43.54% of the shares of WFINT through WFI.

NOTE 4 - SUPPLEMENTARY INFORMATION (Cont.)

d. Claim against former controlling shareholder:

On 24 February, 2015, Public Joint Stock Company Alfa Bank (“Alfa”), a Ukrainian banking entity, submitted a request to the Tel Aviv District Court (the “Court”) to attach certain assets as well as direct and indirect holdings of the Company’s ultimate former controlling shareholder, Oleksandr Granovskyi. This request was submitted as part of a claim filed by Alfa against Mr Granovskyi and others with respect to alleged debts owing by them to Alfa. On 11 April, 2015, Alfa and Mr Granovskyi entered into a settlement agreement, following which the Court cancelled all interim measures previously ordered by it in the course of the relevant proceedings.

e. On 1 April 2015 the Company appointed Mr. Oleksandr Granovskyi, as the chairman of the board of directors in replacement of Abraham Wolff who was appointed as a director of the Company and as a the chairman of its board of directors, on 14 August 2013. Mr. Wolff announced on the same day, his resignation as a director of the Company.

For details regarding changes in the ultimate controlling shareholder and members of the Company's Board, see Note 4(i).

f. Microsoft settlement

Further to the Company's disclosures with respect to its claim against Microsoft Corporation ("Microsoft") with reference to BSD's U.S. patent no. 6,389,473 for media streaming technology (the "patent"), the Company executed, on 18 June, 2015 a final settlement with Microsoft on all claims (the "Agreement") with full mutual releases and license, covenant not to sue, and waivers. In accordance with the Settlement Agreement, Microsoft paid the Company the agreed amount. The Agreement shall remain in full force and effect until the expiration of the Patent’s Term. The net effect of the settlement is presented in the Company's profit or loss statement in "Other income (loss)" item

g. Board Change

On 12 July, 2015, Mrs. Keren Arad-Leibovitz, who was appointed as an external director of the Company on 30 December 2013, resigned from her position on the Board of Directors.

h. Change of Ultimate Control of the Company

The Company has been informed by its ultimate controlling shareholder, Mr Oleksandr Granovskyi, and by Mr.Gregory Gurtovoy, a citizen of Israel residing in Ukraine ("Mr. Gurtovoy"), that with effect from 15 July, 2015:

Mr Oleksandr Granovskyi and Stichting Chabad Charity Foundation (both: the "Sellers") has sold to Mr. Gurtovoy their entire holdings, in Israel 18 B.V. (herein: “Israel 18” and the "Transaction", accordingly). Following the Transaction, Mr. Gurtovoy holds 'Preferred Shares' representing 90% of the voting rights in Israel 18, and which give him the right to appoint the directors of Israel 18 and hold also 'Regular Shares' of Israel 18, representing 9.5% of the voting rights and 95% of the issued share capital of Israel 18.

NOTE 4 - SUPPLEMENTARY INFORMATION (Cont.)

h. Change of Ultimate Control of the Company (Cont.)

As part of the sale of the abovementioned shares, to the best knowledge of the Company, Mr Granovskyi committed to Mr. Gurtovoy, inter alia, as follow:

The Company was not provided with details of the consideration, nor of the timing for payment of the consideration in respect of the abovementioned Transaction, however, the transfer of the shares took effect on 15 July, 2015.

i. Board Change

Pursuant to change of control as described in Note 4(h) above, the Company made nominations to the Board of Directors which took effect on 16 July 2015:

In addition, Mr. Emil Budilovsky who currently serves as an Executive Director and vice-president of business development of the Company was appointed as a Joint CEO alongside with Mr. Schneorson, CFO and Company Secretary.

With effect from the same time, Mr Oleksandr Granovskyi has resigned from the Company's Board of directors.

j. WFI supplementary information

NOTE 4 - SUPPLEMENTARY INFORMATION (Cont.)

j. WFI supplementary information (Cont.)

1. (Cont.)

During the course of January 2015, Goldfrost received the sum of approximately NIS 1.3 million (approximately USD 0.3 million) and in June 2015 an additional sum of NIS 1 million (approximately USD 0.3 million), as an advanced payments. On 20 July, 2015, Goldfrost and the Property Tax and Compensation Fund Director signed a settlement agreement for the sum of approximately NIS 2 million (approximately USD 0.5 million), without either party waiving their claims and/or accepting the other side's claims. As a result of this, during the course of July 2015, Goldfrost reimbursed the Property Tax Administration the excess amount from the advanced payments, in addition to linkage differentials and interest.

2. On 22 June, 2015, the WFI’s board of directors approved the distribution of a dividend in the sum of NIS 20 million. The dividend was paid in cash on 12 July, 2015.The Company received on 12 July, 2015 approximately NIS 12.3 million (approximately USD 3.3 million) upon distribution of the dividend by WFI.

3. On 14 July, 2015, the District Court in Lod, Israel (the "Court") approved a petition submitted by Mega Retailers Ltd. on 29 June, 2015, for a creditors arrangement under section 350 to the Israeli Companies Law 5759– 1999, following financial difficulties in which Mega Retailers Ltd. found itself (herein after: “Mega”, and the "Arrangement Petition” - as applicable).

In the framework of the Arrangement Petition, it was that Mega will pay its debts up to its creditors, including WFINT, for for the period up to and including 30 June, 2015 – a sum equal to 70% of the balance of its debts to the creditors, spread over 12 weekly payments commencing on31 July, 2015, and the remaining 30% will be paid commencing on 30 June, 2017 in 36 equal monthly payments (herein after: the "Deferred debt”).

In accordance with the arrangement, the Deferred Debt will incur annual interest at a rate of 2% until 30 June, 2017 and annual interest at a rate of 3% until final payment of the Deferred Debt. As an additional part of the Arrangement, creditors are given the option to converting the Deferred Debt into shares of Alon Blue Square Israel Ltd, Mega’s parent company, according to the terms stipulated in the arrangement. As of the date of this report, Mega’s debt to WFINT stands at approximately NIS 4.6 million (approximately USD 1.5 million) which includes the Deferred Debt (including VAT).

As of the date of the signing of this report, the balance of the assets equal to 70% of the balance of Mega’s debt to WFINT was received in full.

On July 14, 2015, the District Court in Lod extended the petition for suspension of proceedings submitted by Mega on July 9, 2015 for Eden Briut Teva Market 2 Ltd. (“Eden”), a subsidiary of Mega, (the “Suspension of Proceedings”). In the framework of the Suspension of Proceedings, the court appointed a trustee for Eden whose role, inter alia, is to manage Eden during the period of Suspension of Proceedings as well as to conduct negotiations and an auction for the sale of Eden. Further to the bids published by the trustee, on August 16, 2015, the District Court for the Center District approved the offer by Tiv Taam Holdings 1 Ltd.

(“Tiv Taam”) for the purchase of Eden's operations and rights in connection with eight of the independent branches which Eden operates under the brand “Eden Teva Market” (the “Offer”), whether by Tiv Taam or by a different corporation under its control and subject to fulfillment of the conditions precedent in the Offer.

NOTE 4 - SUPPLEMENTARY INFORMATION (Cont.)

j. WFI supplementary information (Cont.)

3. (Cont.)

Eden’s debt balance in WFINT’s books as of the date of this report and the date of the Suspension of Proceedings stands at approximately NIS 0.6 million (including VAT) (approximately USD 0.2 million).

In light of the uncertainty as to the payment of the Deferred Debt by Mega, and in light of Eden’s Suspension of Proceedings in the second quarter of 2015, WFINT allocated the sum of approximately NIS 1.7 million (approximately USD 0.5 million) to doubtful debts. The total impact on net income for the statement period, after taxes and the minority share, amounted to the sum of approximately NIS 0.7 million (approximately USD 0.2 million).

Mega constitutes the second largest marketing chain in Israel, after Shufersal Ltd., and included, as of the date of the Arrangement Petition, approximately 182 branches. WFINT’s sales to Mega constituted approximately 5% of WFINT’s sales from January-September 2015 and approximately 6% of WFINT’s sales for 2014. As of the date of the publication of this statement, WFI is cannot evaluate the impact of the difficulties Mega and Eden encountered and/or the legal proceedings being conducted in connection there with on WFI’s business results.

NOTE 5 - FINANCIAL INSTRUMENTS

Financial instruments that are not measured at fair value:

Except as detailed in the following table, the Group believes that the carrying amount of financial assets and liabilities that are presented at amortised cost in the financial statements approximates their fair value.

Financial liabilities:

Below are details of the Group's financial assets that are measured in the Company's statement of financial position at fair value by levels:

Financial assets at fair value:

NOTE 5 - FINANCIAL INSTRUMENTS (Cont.)

NOTE 6 - OPERATING SEGMENTS

a. General:

Upon the completion of the Company’s acquisition of WFI in May 2014, the Group's main activity and its sole operating segment are import, marketing and distribution of food products to retail chains, supermarkets, wholesalers, and institutions mainly in Israel.

An operating segment is identified on the basis of information that is reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated and assess its performance.

b. Reporting segments:

 (*) Other includes mainly unallocated corporate general and administrative expenses and expenses relating to research and development activities.

(**) Regarding recognition of impairment losses see Note 7.

NOTE 6 - OPERATING SEGMENTS (Cont.)

c. Revenues from major customers that contributed 10% or more to the Company’s group (the “Group”) revenues (as percentage of the total revenue):

The revenues from the following products contributed 10% or more to the Group revenues (as percentage of the total segment revenue):

(*) Less than 10%

NOTE 7 - IMPAIRMENT IN WFI GOODWILL AND OTHER ASSETS

On 30 June 2015, the Company examined the recoverable amount of food import marketing and distribution activity ("Food activity") of WFI through its subsidiaries. On 30 June 2015, the recoverable value as of 30 June 2015 was estimated at approximately NIS 191.3 million (approximately USD 50.8 million) as compare to book value as of 30 June 2015 of NIS 280.8 million (approximately USD 74.5 million). As a result, the Company recorded a loss from impairment of value of Food activity in the amount of NIS 89.5 million (approximately USD 23.8 million) which was included in the Profit or Loss statement as Other (income) loss and allocated to the shareholders of the Company and the non-controlling interests in accordance with their respective holdings.

The loss from impairment is attributed, based on the economic valuation performed by an independent appraiser, mainly due to the following reasons:

NOTE 7 - IMPAIRMENT IN WFI GOODWILL AND OTHER ASSETS (Cont.)

retailers emphasised by the conflict between Shufersal (the largest Israeli food retailer) and Unilever (one of the leading food suppliers in Israel); (3) development of private label by the Israeli food retailers such as Shufersal, Rami Levi Hasikma, the largest discount chain in Israel and other; (4) growing pressure applied by the Israeli food retailers to increase the discount rates provided by the food suppliers, including WFI.

 (*) As of 30 June 2015

Main assumptions used in measuring the recoverable amount

The allocation of the loss from impairment of recoverable value by asset types of the cash producing unit is as follows:

NOTE 8 - SUBSEQUENT EVENTS

a. On 12 November, 2015 the Board of Directors of G. Willi-Food International Ltd (“WFINT”) and on 15 November, 2015 the Board of Directors of Willi-food Investments LTD ("WFI"), each approved the terms of an agreement (the “Termination Agreement”) between WFINT and two companies controlled by Messrs. Zwi Williger ("ZW") (Director of WFI and Co-Chairman and Manager of Business Development in WFINT) and Joseph Williger ("JW") (Co-Chairman of WFI and Director and President in WFINT) that governs the termination of the existing management agreements between ZW and JW, WFINT and its subsidiary. Certain terms of the Termination Agreement are subject to the approval by way of special majority by WFINT shareholders, at which time ZW and JW are to resign as directors and from all other positions within WFI, WFINT and there subsidiaries (henceforth: “Approval of the General Meeting of WFINT”).

Under the terms of the Termination Agreement, amongst others things:

On 11 November, 2015, in connection with the arrangements described above, the Board of the Company approved the Company’s entry into of a mutual waiver and release from all Claims with ZW and JW (the “Company Waiver”). The Waiver is conditional upon, amongst other things: (i) the approval of the Termination Agreement in general meeting of WFINT shareholders and (ii) the payment of approximately USD 1.6 million (the “Option Exercise Amount”) to the extent that ZW and JW exercise the put option granted to them as part of the terms of the WFI Controlling Stake Purchase Agreement.

Furthermore, on 12 November 2015, Mr. Gregory Gurtovoy, the indirect controlling shareholder of the Company, signed a personal undertaking in favour of ZW and JW to guarantee the payment of the Option Exercise Amount by the Company.