BSD.L Regulatory News (BSD)

B.S.D. CROWN LTD - Willi-Food Investments Ltd. Q2 Unaudited Reports

PR Newswire

London, August 18

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

("BSD" or "the Company")

Willi-Food Investments Ltd. Q2  Unaudited Reports 

Tel Aviv, Israel, 18 August, 2015

Willi-Food Investments Ltd. Q2 Unaudited Reports

The Company announces that Willi-Food Investments Ltd. (TASE: WLFD) published its unaudited condensed consolidated financial statements as of June 30, 2015 today, 18 August, 2015. These results can be accessed (in Hebrew) on the TASE website (www.tase.co.il) through ticker code WLFD and an English translation is copied below in full.

The Company owns shares representing approximately 61.98 per cent. of Willi-Food Investments Ltd.'s issued share capital.

Further information about the Company

For more information about the Company, visit www.bsd-c.com.

Inquiries:

Emil Budilovsky, Joint CEO, CFO: emil@bsd-c.com

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Willi-Food Investments Ltd.

Condensed Consolidated Financial Reports

AS OF JUNE 30, 2015

INDEX

A Review Report of the Auditor to the shareholders of

Willi-Food Investments Ltd.

Introduction

We have reviewed the accompanying financial information of Willi-Food Investments Ltd. the Company and subsidiaries (hereafter- “the Group”) which includes the condensed consolidated statement of financial position as of 30 June 2015 and the related condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the periods of six and three months ended on that date.The board of directors and management are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 “Interim Financial Reporting” and they are also responsible for the preparation of this interim financial information in accordance with Chapter D of Securities Regulations (Periodic and Immediate Reports) - 1970. Our responsibility is to express a conclusion on this interim financial information based on our review.

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 abovementioned financial information is not prepared, in all material respects, in accordance with IAS 34.

In addition to what is stated to the preceding paragraph, based on our review, nothing has come to our attention that causes us to believe that the abovementioned financial information does not comply, in all material respects, with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.

BrightmanAlmagor Zohar & Co.Certified Public AccountantsA member firm of Deloitte Touche Tohmatsu LimitedTel-Aviv, August 18, 2015

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The financial reports have been approved on August 18, 2015.

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

WILLI-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

WILLY-FOOD INVESTMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

WILLI-FOOD INVESTMENTS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 - GENERAL

A. Willy-Food Investments Ltd. (hereby - “the Company”) has been incorporated in Israel, its offices are located at Yavne northern industrial zone, and it mostly deals with importing, marketing and distribution of food products through a consolidated company - G. Willy-Food International Ltd. (hereby - “Willy-Food”).

The company’s bonds are registered in the Tel Aviv stock exchange.

B. These condensed statements should be read in relation to the Company’s annual financial statements for December 31, 2014 and the year which has ended on that date, and their attached notes.

NOTE 2 - PRINCIPLES OF THE ACCOUNTING POLICY

A. Basis of preparation of financial statements:

The condensed consolidated financial statemets (hereby - “interim financial statements”) of the group have been prepared according to the international accounting standard IAS 34, “Financial statement for interim periods”.

In preparing these financial statements, the group has implemented an accounting policy, rules of presentation and methods of calculations that are identical to those implemented in editing its financial statements for December 31, 2014, and for the year that ended at that date, except for changes in the accounting policy stemming from the implementation of standards, amendmants and new interpretations that entered into effect at the date of the financial statements as detailed in Note 3 herein.

B. The condensed consolidated financial statements are edited according to the instructions in section D of the securities regulations (Periodic and Immediate Reports), -1970.

C. Taxes for income in interim statements:

Expenses (incomes) of taxes on income for the presented periods include the total current taxes, as well as the total of the changes in deferred tax balances, except for deferred taxes due to transactions directly recognized in equity, and transactions of business combinations.

Expenses (incomes) of current taxes during interim periods are accumulated using the average effective annual income tax rate. In order to calculate the effective income tax rate, losses for tax requirements for which deferred tax assets have not been recognized, and are expected to reduce their tax liability during the reporting year, are deducted.

D. Exchange Rates and Linkage Basis:

(1) Foreign currency balances, or that are linked to it, are included in the financial statements according to the representative exchange rates that have been published by the Bank of Israel and have been valid at the end of the reporting period.

(2) Balances linked to the Consumer Price Index are presented according to the last known index at the end of the reporting period, or according to the index of the last month of the reporting period, in accordance with the terms of the transaction.

NOTE 2 - PRINCIPLES OF THE ACCOUNTING POLICY (Cont.)

D. Exchange Rates and Linkage Basis: (Cont.)

(3) Here is data on the exchange rate of the dollar and the index:

(*) The consumer price index is based on the 2008 average index.

NOTE 3 - NEW FINANCIAL REPORTING STANDARDS AND PUBLISHED INTERPRETATIONS

The amendment expands the applicability of the option to measure fair value of a portfolio of financial assets and financial liabilities based on the net position to other financial tools in the IAS 39 or IFRS 9 applicability as well, even if they don’t fit the definition of financial assets or financial liabilities according to IAS 32. The amendment is implemented on a “from here on” basis, from the beginning of the annual reporting period in which IFRS 13 has first been imolemented to annual periods starting on July 1st, 2014 or later.

The amendment clarifies that a management company providing key executive services to a reporting entity is a “relevant party” of the reporting entity. The amendment will be retroactively implemented for annual reporting periods starting on July 1st, 2014, or later.

NOTE 3 - NEW FINANCIAL REPORTING STANDARDS AND PUBLISHED INTERPRETATIONS

The amendment distinguishes between employee deposits or third party deposits referring to the service and those that are not, and states that deposits that don’t refer to the service (such as covering deficits in the program( will affect re-measurements dur to the defined benefit program, while deposits that refer to the service will be treated as a decrease in the cost of service. It has been furthermore established that deposits related to the service also depend on the number of years of service will be spread according to the expected method of eligibility. In addition, the amendment allows in a case in which the sum of deposits is not dependent on the number of years of service, in such a case, the cost of current service can be reduces for the period that the referred service is granted. The amendment will be retroactively implemented for annual reporting periods starting on January 1st, 2015, or later.

NOTE 4 - FINANCIAL INSTRUMENTS

A. Financial tools that are not measured at fair value:

Except for the details in the following table, the group thinks that the value in the books of the financial assets and liabilities presented for a reduced cost in the financial statements is approximately identical to their fair value:

B. Financial liabilities:

(*) Deducting the reserves held by Willy-Food.

NOTE 4 - FINANCIAL INSTRUMENTS (Cont.)

B. Financial liabilities: (Cont.)

NOTE 5 - SIGNIFICANT TRANSACTIONS AND EVENTS DURING THE REPORTING PERIOD

A. On March 4, 2015, Mr. Zwi Wiliger, director in the company and chairman of the board in Willy-Food, has realized 66,667 warrants he has been allocated free of charge at Willy-Food, for 66,667 Ordinary Willy-Food shares of NIS 0.1 par value each (herein this subsection: “realized shares”). In exchange for the realized shares, Mr. Zwi Wiliger paid Willy-Food a total of $433,000 US dollars, reflecting the realization price of $6.5 US dollars for each of the realization shares. On March 24, 2015, Mr. Zwi Wiliger has realized the PUT option with the realization shares, selling the realization shares to the company’s controlling shareholder, B.S.D Ltd. (herein - “B.S.D”) for a total of $12 dollars per realization share.

B. On March 11, 2015, Mr. Joseph Wiliger, chairman of the board of directors and president of Willy-Food, has realized 66,667 warrants he has been allocated free of charge at Willy-Food, for 66,667 Ordinary Willy-Food shares of NIS 0.1 par value each (herein this subsection: “realized shares”). In exchange for the realized shares, Mr. Zwi Wiliger paid Willy-Food a total of $433,000 US dollars, reflecting the realization price of $6.5 US dollars for each of the realization shares. On March 24, 2015, Mr. Zwi Wiliger has realized the PUT option with the realization shares, selling the realization shares to the company’s controlling shareholder, B.S.D, for a total of $12 dollars per realization share.

C. During the month of June 2015, 139,386 Ordinary Willy-Food shares of NIS 0.1 par value each have been purchased for the total amount of 8,751 thousand NIS. As a result of the purchase, the company has increased its holdings in Willy-Food shares to about 62.39% of Willy-Food’s issued and outstanding capital (about 61.01% in capital rights in Willy-Food with full dilution discount), together with BSD for about 67.25% of the voting rights in Willy-Food (about 67.74% of the voting rights in Willy-Food with full dilution discount).

D. On July 15, 2015, the company has received an announcement (herein: “Announcement”) from Mr. Alexander Granowski, the controlling shareholder in the company in a final thread to that date in the company’s shares through Israel 18 BV (herein: “the controlling shareholder’s announcement”, “Mister Granowski” and “Israel 18”, respectively), and from Mister Gregory Gurtovoy, who, according to the announcement, is an Israeli citizen living in the Ukraine, and is also a buisinessperson and banker (herein: “Gregory” or “the new controlling shareholder”), according to which Granowskiand the have sold Stichting Chabad Charity Foundation in Holland (hereby: “Foundation”) have sold on July 15, 2015 all their possessions in Israel 18, as detailed herein to Gregory (herein: “The Transaction”).

According to the announcement that has been received in the company at this time, after the transaction, Gregory is holding preferred Israel 18 shares, which constitute 90% of the voting rights in Israel 18, granting him the right to appoint the directors in Israel 18, as well as in regular shares of Israel 18, constituting 9.5% of the voting rights in Israel 18 and about 95% of the rights in Israel 18’s issued and outstanding capital.

It should be stated that the announcement did not contain details of the exchange of the deal and the scheduled payments.

E. During September 2014, Willy-Food and Goldfrost (Herein - “Goldfrost”), a subsidiary company fully owned by Willy-Food, have filed a lawsuit according to property tax and compensation fund regulations 2014, for indirect damages that they have endured following operation “Protective Shield” for the overall sum of about 6 million NIS. On December 21, 2014, Willi-Food and property tax and compensation fund administration have signed a compromise agreement for the total amount of 2,792 thousands NIS without any of the sides renouncing their claims and/or accepting the claims made by the other side. The sum has been fully received during the month of January, 2015.

NOTE 5 - SIGNIFICANT TRANSACTIONS AND EVENTS DURING THE REPORTING PERIOD (Cont.)

E. (Cont.)

During the month of January 2015, Goldfrost has received a total sum of 1.3 million NIS and in June 2015 an additional sum of 1 million NIS, as an advanced payment. On July 20, 2015, Goldfrost and the property tax and compensation fund administration have signed a compromise agreement for about 2 million NIS, without any of the sides renouncing their claims and/or accepting the claims made by the other side. As a result, during the month of July 2015, Goldfrost has returned to the property tax administration the excess of advanced payments along with linkage and interest.

F. On June 22, 2015, the company’s board of directors has approved a dividend distribution for 20 million NIS. The dividend has been paid in cash on July 12, 2015.

G. On July 14, 2015, the district court in Lod has approved the request which has been submitted by Mega Retailers Ltd. on June 29, 2015, for an arrangement with creditors according to section 350 to the companies law - 1999, following the financial difficulties which Mega Retailers Ltd. has been suffering (“Mega” and “The request for arrangement”, accordingly).

As part of the request for arrangement, it has been determined that Mega will pay its creditors, including Willy-Food, for its debts up to and including June 30, 2015 - an amount equal to 70% of the remainder of its debts to the creditors divided to 12 weekly payments starting July 31, 2015, and the remaining 30% will be paid starting June 30, 2017 in 36 equal monthly payments (“the deferred debt”). According to the arrangement, the deferred debt will accumulate an annual interest for 2% until June 30, 2017 and an annual interest of 3% until the final payment of the deferred debt. Furthermore as part of the arrangement, the creditors have been given the option to convert the deferred debt to stock in AlonRibuaKakhol Ltd, Mega’s subsidiary, under the conditions set in the arrangement. At the time of the report, Mega’s remaining debt to Willy-Food is 5.6 million NIS (including VAT).

On July 14, 2015, the district court in Lod has prolonged the request for the 30-day stay of proceedings Mega has submitted on July 9, 2015 to Eden Natural Health Market Ltd. (“Eden”), Mega’s subsidiary, (“stay of proceedings”). As part of the stay of proceedings, the court has appointed a trustee for Eden, whose job is, among other things, to manage Eden during the time of the stay of proceedings, as well as conduct negotiations and elicitation for the sale of Eden.

Eden’s remaining debt in Willy-Food’s books at the time of the making of the report and the time of the stay of proceedings is about 0.6 million NIS (including VAT).

In light of the uncertainty in the payment of the deferred debt by Mega and in light of Eden’s stay of proceedings, Willy-Food has provided during the second quarter of 2015 a total amount of 1.7 million NIS for doubtful debts. The total influence on the company’s net profit for the time of the report, after taxes and the minority share, was a total amount of about 0.7 million NIS.

Mega constitutes the second largest retailer in Israel, after Shufersal Ltd., and it had, at the time of the request for arrangement, about 182 branches. Willi Food’s scope of sales to Mega constituted about 5% of Willy-Food’s sales in the months of January-June 2015 and about 6% of Willy-Food’s sales for 2014. At the time of the publication of this report, the company is unable to estimate the influence of the difficulties Mega and Eden have fallen into and/or the legal proceedings that are conducted in their cases and the company’s business outcomes.

Following the offers the trustee has published, the district court in Lod has approved on August 16, 2015 the selling of Eden’s operation for the total amount of 29.25 million NIS to TivTa’am network. TivTa’am has further committed to purchase the stock owned by Eden whose date is not expired.

NOTE 6 - SEGMENTAL REPORTING

A. General:

Ever since January 1, 2009, the group has been implementing standard IFRS 8 - “activity segments” (herein - “IFRS 8”). According to the instructions of IFRS 8, operational segments are identified on the basis of internal reporting regarding the components of the group that are regularly reviewed by the group’s chief maker of operational decisions, for allocating resources and evaluating the performce of the operational segments.

In 2014, the company’s activity sector according to IFRS 8 is the import sector only. The import sector produces its revenues from import, production and marketing of food products to retailers, supermarets, wholesalers, institutional market and the likes.

B. Revenues from principal customers:

The revenues from a principal customer, whose group revenues constitute 10% and more of the corporate’s revenues in the six months that ended on June 30th, 2015 is for the amount of about 25,222 thousands NIS (in 2014 - 18,987 thousands NIS).

C. Revenues from major groups of products: