BSD.L Regulatory News (BSD)

B.S.D Crown Ltd (LSE:BSD) ("BSD" or "the Company") Willi-Food Investments Ltd. Q3 Unaudited Reports Tel Aviv, Israel, 13 November, 2014 Willi-Food Investments Ltd. Q3 Unaudited Reports The Company announces that Willi-Food Investments Ltd. (TASE: WLFD) publishedits unaudited condensed consolidated financial statements as of September 30,2014 today, 13 November, 2014. These results can be accessed (in Hebrew) on theTASE website (www.tase.co.il) through ticker code WLFD and an Englishtranslation is copied below in full. The Company owns shares representing approximately 62.21 per cent. ofWilli-Food Investments Ltd.'s fully diluted issued share capital. Further information about the Company For more information about the Company, visit www.bsd-c.com. Enquiries: Eyal Merdler, CFO: eyal.merdler@bsd-c.com WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2014 UNAUDITED INDEX Page Auditors' Review Report 2 Condensed Consolidated Financial Statements: (Unaudited) Condensed Consolidated Statements of Financial Position 3 - 4 Condensed Consolidated Statements of Operations 5 - 6 Condensed Consolidated Statements of Comprehensive Income 7 Condensed Consolidated Statements of Changes in Equity 8 - 12 Condensed Consolidated Statements of Cash Flows 13-14 Notes to Condensed Consolidated Financial Statements 15 - 21 Auditors' Review Report to the Shareholders of Willi-Food Investments Ltd. Introduction We have reviewed the accompanying financial information of Willi-FoodInvestments Ltd, the Company and subsidiaries (hereafter: "the Group") whichincludes the condensed consolidated statement of financial position as ofSeptember 30, 2014 and the condensed consolidated statements of operations,comprehensive income, changes in equity and cash flows for the periods of ninemonths and three months then ended. The Board of Directors and management areresponsible for the preparation and presentation of this interim financialinformation in accordance with IAS 34 "Financial Reporting for InterimPeriods", and they are also responsible for the preparation of this interimfinancial information in accordance with Chapter D of the SecuritiesRegulations (Periodic and Immediate Reports), 1970. Our responsibility is toexpress a conclusion on this interim financial information based on our review. Scope of Review We conducted our review in accordance with Review Standard 1 of the Instituteof Certified Public Accountants in Israel "Review of Interim FinancialInformation Performed by the Independent Auditor of the Entity". A review ofinterim financial information consists of making inquiries, primarily ofpersons responsible for financial and accounting matters, and applyinganalytical and other review procedures. A review is substantially less in scopethan an audit conducted in accordance with auditing standards generallyaccepted in Israel and consequently does not enable us to obtain assurance thatwe would become aware of all significant matters that might be identified in anaudit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us tobelieve that the abovementioned financial information is not prepared, in allmaterial 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 theabovementioned 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. Brightman Almagor Zohar & Co.Certified Public Accountants Tel Aviv, Israel, November 13, 2014 WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION September 30, December 31, 2 0 1 4 2 0 1 3 2 0 1 3 NIS in thousands Unaudited AuditedASSETS Current assets Cash and cash equivalents 71,122 54,892 45,895 Financial assets at fair value through operations 229,081 239,658 176,976 Trade receivables 93,607 80,371 82,963 Other current assets 2,894 3,519 3,582 Investment in a fund designated at fair valuethrough operations 15,159 6,692 9,349 Inventories 44,570 47,652 54,036 Current tax assets 748 - - Loan designated at fair value through operations - - 65,300 Total current assets 457,181 432,784 438,101 Non current assets Fixed assets Cost 72,379 66,197 67,323 Less -accumulated depreciation 27,817 24,106 25,811 44,562 42,091 41,512 Long term receivables Other receivables and long-term prepaid expenses 34 281 51 Goodwill 1,223 1,223 1,223 Total non-current assets 45,819 43,595 42,786 Total assets 503,000 476,379 480,887 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 September 30, December 31, 2 0 1 4 2 0 1 3 2 0 1 3 NIS in thousands Unaudited Audited LIABILITIES AND EQUITY Current liabilities Bank credit 479 234 254 Current maturities of debentures 12,819 12,819 12,819 Trade payables 18,273 21,907 20,353 Other current liabilities 5,818 6,943 5,332 Current tax liability - 592 440 Liability for employee benefits 1,962 1,771 1,879 Total current liabilities 39,351 44,266 41,077 Non-current liabilities: Obligations with respect to employee benefits 501 568 644 Debentures 12,766 25,446 12,681 Deferred tax liabilities 1,685 1,276 926 Total non-current liabilities 14,952 27,290 14,251 Equity Share capital 14,894 14,204 14,894 Share premium 131,512 114,112 131,512 Payments on account of options 1,585 - 1,585 Capital reserve from transactions with rights notproviding control 7,150 7,150 7,150 Capital reserve from translation differences - 402 424 Capital reserve from remeasurement of net definedbenefit obligation 81 9 - Retained earnings 135,783 123,325 121,572 Cost of Company's shares held by subsidiary (2,121) (2,121) (2,121) Total attributable to Company shareholders 288,884 257,081 275,016 Rights not providing control 159,813 147,742 150,543 Total equity 448,697 404,823 425,559 Total liabilities and equity 503,000 476,379 480,887 November 13, 2014 Date of approval of the Yosef Williger Gil Hochboim Itai financial statements Chairman of the Loewenstein Board Chief Executive ChiefFinancial Officer Officer The accompanying notes to the condensed consolidated financial statements arean integral part of them. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year ended Nine month period ended Three month period ended December September 30 September 30 31 2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS NIS thousands NIS thousands thousands Revenues fromsales 253,754 254,482 79,228 79,132 336,726 Cost of sales 191,860 190,197 59,417 58,179 252,825 Gross profit 61,894 64,285 19,811 20,953 83,901 Selling andmarketingexpenses 30,499 25,578 9,981 8,962 35,373 General andadministrativeexpenses 15,482 14,497 5,472 4,846 19,927 Other income,net (147) (34) - - (54) 45,834 40,041 15,453 13,808 55,246 Operatingincome 16,060 24,244 4,358 7,145 28,655 Financingincome 13,549 29,595 3,952 11,504 38,825 Financingexpenses 1,161 2,626 (103) 465 3,318 Financingincome(expenses), net 12,388 26,969 4,055 11,039 35,507 Income beforetaxes on income 28,448 51,213 8,413 18,184 64,162 Taxes on income 6,851 8,106 1,953 2,876 10,017 Net income forthe period 21,597 43,107 6,460 15,308 54,145 Attributed to: Rights notprovidingcontrol 7,386 9,768 2,297 3,387 12,559 Companyshareholders 14,211 33,339 4,163 11,921 41,586 Net income forthe period 21,597 43,107 6,460 15,308 54,145 The accompanying notes to the condensed consolidated financial statements arean integral part of them. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Nine month period ended Three month period ended Year ended September 30 September 30 December 31 2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS NIS thousands NIS thousands thousands Earnings per share attributedto Company shareholders Basic earnings per share 1.08 2.68 0.32 0.96 3.32 Diluted earnings per share 1.08 2.68 0.32 0.96 3.32 Quantity of shares serving tocalculate: Basic earnings per share 13,173,708 12,458,989 13,173,708 12,482,675 12,527,720 Diluted earnings per share 13,177,042 12,467,311 13,177,042 12,484,365 12,535,833 The accompanying notes to the condensed consolidated financial statements arean integral part of them. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Nine month Three month ended period ended period ended December September 30 September 30 31 2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS NIS thousands NIS thousands thousands Net income for the period 21,597 43,107 6,460 15,308 54,145 Other comprehensive income: Capital reserve from translationdifferences that may be (were)subsequently classified to profitor loss (202) 108 (75) 42 144 Capital reserve from remeasurementof net defined benefit obligation 140 13 173 2 Other comprehensive income (loss)for the period (62) 121 98 44 144 Total comprehensive income for theperiod 21,535 43,228 6,558 15,352 54,289 Total comprehensive income for theperiod attributed to: Company shareholders 13,868 33,411 4,262 11,948 41,671 Rights not providing control 7,667 9,817 2,296 3,404 12,618 21,535 43,228 6,558 15,352 54,289 The accompanying notes to the condensed consolidated financial statements arean integral part of them. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Nine months ended September 30, 2014 (unaudited) Capital reserve Capital reserve from Payments from Capital measurement on transactions reserve of net Share account with rights not from defined Share of providing translation benefit Retained capital premium options control differences obligation earnings NIS in thousands Balance as ofJanuary 1,2014 14,894 131,512 1,585 7,150 424 - 121,572 Movement inthe reportingperiod(unaudited): Net income - - 14,211for theperiod - - - - Remeasurementof netdefinedbenefitobligation - - - - - 81 - Capitalreserve fromtranslationdifferences - - - - (424) - - Totalcomprehensiveincome for (424) 81 14,211the period - - - - Benefitrelating toallotment ofoptions toemployees - - - - - - - Balance as ofSeptember 30,2014 14,894 131,512 1,585 7,150 - 81 135,783 Cost of Company's Total attributed Rights not shares held by to Company providing subsidiary shareholders control Total Balance as of January1, 2014 (2,121) 275,016 150,543 425,559 Movement in thereporting period(unaudited): Net income for the - 14,211 7,386 21,597period Remeasurement of netdefined benefitobligation - 81 59 140 Capital reserve fromtranslationdifferences - (424) 222 (202) Total comprehensiveincome for the period - 13,868 7,667 21,535 Benefit relating toallotment of optionsto employees - - 1,603 1,603 Balance as ofSeptember 30, 2014 (2,121) 288,884 159,813 448,697 The accompanying notes to the condensed consolidated financial statements arean integral part of them. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Nine months ended September 30, 2013 (unaudited) Capital reserve from measurement Capital reserve Capital of net Share from transactions reserve from defined Share with rights not translation benefit Retained capital premium providing control differences obligation earnings NIS in thousands Balance as ofJanuary 1, 2013 14,146 113,585 7,294 339 - 96,890 Movement in thereporting period(unaudited): Net income for theperiod - - - - - 33,339 Capital reservefrom translationdifferences - - - 63 - - Remeasurement ofnet defined benefitobligation - - - - 9 - Total comprehensiveincome for theperiod - - - 63 9 33,339 Purchase of sharesfrom rights notproviding controlof subsidiary - - (144) - - - Exercise of optionsinto shares 58 522 - - - - Dividends paid bythe Company - - - - - (6,904) Benefit relating toallotment ofoptions toemployees - 5 - - - - Balance as ofSeptember 30, 2013 14,204 114,112 7,150 402 9 123,325 Cost of Total Rights Company's attributed not shares held to Company providing by subsidiary shareholders control Total NIS in thousands Balance as ofJanuary 1, 2013 (2,121) 230,133 138,653 368,786 Movement in thereporting period(unaudited): Net income for theperiod - 33,339 9,768 43,107 Capital reserve fromtranslationdifferences - 63 45 108 Remeasurement of netdefined benefitobligation - 9 4 13 Total comprehensiveincome for theperiod - 33,411 9,817 43,228 Purchase of sharesfrom rights notproviding control ofsubsidiary - (144) (732) (876) Exercise of optionsinto shares - 580 - 580 Dividends paid bythe Company - (6,904) - (6,904) Benefit relating toallotment of optionsto employees - 5 4 9 Balance as ofSeptember 30, 2013 (2,121) 257,081 147,742 404,823 The accompanying notes to the condensed consolidated financial statements arean integral part of them. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Capital reserve from Payments measurement on Capital reserve of net Share account from transactions defined Share of with rights not benefit Retained capital premium options providing control obligation earnings Balance as ofJuly 1, 2014 14,894 131,512 1,585 7,150 (18) 131,620 Movement inthe reportingperiod(unaudited): Net income for - - - - - 4,163the period Remeasurementof net definedbenefitobligation - - - - 99 - Capitalreserve fromtranslationdifferences - - - - - - Total - - - - 99 4,163comprehensiveincome for theperiod Benefitrelating toallotment ofoptions toemployees - - - - - - Balance as ofSeptember 30,2014 14,894 131,512 1,585 7,150 81 135,783 Cost of Company's Total Rights shares held attributed not by to Company providing subsidiary shareholders control Total Balance as ofJuly 1, 2014 (2,121) 284,622 156,859 441,481 Movement inthe reportingperiod(unaudited): Net income for - 4,163 2,297 6,460the period Remeasurementof net definedbenefitobligation - 99 74 173 Capitalreserve fromtranslationdifferences - - (75) (75) Total - 4,262 2,296 6,558comprehensiveincome for theperiod Benefitrelating toallotment ofoptions toemployees - - 658 658 Balance as ofSeptember 30,2014 (2,121) 288,884 159,813 448,697 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 Three months ended September 30, 2013 (unaudited) Capital reserve from measurement Capital reserve Capital of net Share from transactions reserve from defined Share with rights not translation benefit Retained capital premium providing control differences obligation earnings NIS in thousands Balance as of July1, 2013 14,201 114,081 7,150 377 7 111,404 Movement in thereporting period(unaudited): Net income for theperiod - - - - - 11,921 Capital reservefrom translationdifferences - - - 25 - - Remeasurement ofnet defined benefitobligation - - - - 2 - Total comprehensiveincome for theperiod - - - 25 2 11,921 Purchase of sharesfrom rights notproviding controlof subsidiary - - - - - - Exercise of optionsinto shares 3 29 - - - - Dividends paid bythe Company - - - - - - Benefit relating toallotment ofoptions toemployees - 2 - - - - Balance as ofSeptember 30, 2013 14,204 114,112 7,150 402 9 123,325 Cost of Total Rights Company's attributed not shares held to Company providing by subsidiary shareholders control Total NIS in thousands Balance as of July1, 2013 (2,121) 245,099 144,334 389,433 Movement in thereporting period(unaudited): Net income for theperiod - 11,921 3,387 15,308 Capital reserve fromtranslationdifferences - 25 17 42 Remeasurement of netdefined benefitobligation - 2 - 2 Total comprehensiveincome for theperiod - 11,948 3,404 15,352 Purchase of sharesfrom rights notproviding control ofsubsidiary - - - - Exercise of optionsinto shares - 32 - 32 Dividends paid bythe Company - - - - Benefit relating toallotment of optionsto employees - 2 4 6 Balance as ofSeptember 30, 2013 (2,121) 257,081 147,742 404,823 The accompanying notes to the condensed consolidated financial statements arean integral part of them. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Year ended December 31, 2013 Payments Capital Capital reserve on reserve Share Additional from transactions account from paid in with rights not of translation Retained capital capital providing control options differences earnings NIS in thousands Balance as of January 1,2013 14,146 113,585 7,294 - 339 96,890 Movement in thereporting year: Net income for the year - - - - - 41,586 Capital reserve fromtranslation differences - - - - 85 - Total comprehensiveincome for the year - - - - 85 41,586 Purchase of shares fromrights not providingcontrol of subsidiary - - (144) - - - Issue of shares in theCompany's privateplacement (less issuanceexpenses of NIS 400thousand) 690 17,400 - - - - Issuance of options - - - 1,585 - - Exercise of options intoshares 58 522 - - - - Benefit relating toallotment of options toemployees - 5 - - - - Dividends paid - - - - - (16,904) Balance as of December31, 2013 14,894 131,512 7,150 1,585 424 121,572 Cost of Company's Total Rights shares attributed not held by to Company providing subsidiary shareholders control Total NIS in thousands Balance as of January1, 2013 (2,121) 230,133 138,653 368,786 Movement in thereporting year: Net income for the year - 41,586 12,559 54,145 Capital reserve fromtranslation differences - 85 59 144 Total comprehensiveincome for the year - 41,671 12,618 54,289 Purchase of shares fromrights not providingcontrol of subsidiary - (144) (732) (876) Issue of shares in theCompany's privateplacement (lessissuance expenses ofNIS 400 thousand) - 18,090 - 18,090 Issuance of options - 1,585 - 1,585 Exercise of optionsinto shares - 580 - 580 Benefit relating toallotment of options toemployees - 5 4 9 Dividends paid - (16,904) - (16,904) Balance as of December31, 2013 (2,121) 275,016 150,543 425,559 The accompanying notes are an integral part of the condensed consolidatedfinancial statements. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended Nine month period Three month period December ended September 30 ended September 30 31 2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS NIS thousands NIS thousands thousands Cash flows from operatingactivities: Income from continuing operations Net income for the period 21,597 43,107 6,460 15,308 54,145 Adjustments necessary to presentcash flows from operatingactivities (Appendix A) (8,171) (32,334) 2,226 (10,788) (50,544) Net cash from operating activities 13,426 10,773 8,686 4,520 3,601 Cash flows from (to) investingactivities Purchase of fixed assets (6,587) (5,705) (2,581) (145) (6,080) Investment in other long-termreceivables - (445) - - (445) Proceeds from sale of fixed assets 973 29 - - 29 Sale (purchase) of financialassets at fair value throughoperations, net (43,304) 35,096 (11,717) (37,463) 103,836 Investment in (redemption of) loandesignated at fair value through (65,000)operations 65,400 - - - Investment in fund designated atfair value through operations (4,906) (5,000) 26 - (6,865) Net cash from (to) investingactivities 11,576 23,975 (14,272) (37,608) 25,475 Cash flows to financingactivities: Bank overdraft, net 225 (9,955) 239 8 (9,935) Redemption of debentures andconvertible debentures - - - - (13,020) Repayment of on-call loans - (23,230) - - (23,230) Dividends paid - (6,904) - - (16,904) Purchase of shares from rights notproviding control of subsidiary - (878) - - (878) Proceeds from private placement ofshares and options - - - - 19,675 Proceeds from exercise ofCompany's options - 580 - 29 580 Net cash from (to) financingactivities 225 (40,387) 239 37 (43,712) Increase (decrease) in cash andcash equivalents 25,227 (5,639) (5,347) (33,051) (14,636) Cash and cashequivalents-beginning of period 45,895 60,531 76,469 87,943 60,531 Cash and cash equivalents- end ofperiod 71,122 54,892 71,122 54,892 45,895 The accompanying notes to the condensed consolidated financial statements arean integral part of them. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Nine month period Three month ended ended September period ended December 30 September 30 31 2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS NIS thousands NIS thousands thousands Appendix A -Adjustments necessaryto present cash flows fromoperating activities Income and expenses not involvingcash flows: Depreciation and amortization 2,752 3,364 932 1,157 4,541 Revaluation of debentures 85 100 40 12 355 Financing income from capitalreserve from translationdifferences classified tooperations (424) - - - - Revaluation of loan designated atfair value through operations (100) - - - (300) Capital gain from sale of fixedassets (188) (29) - - (29) Increase (decrease) in deferredtaxes, net 759 1,296 496 993 946 Increase (decrease) in value offinancial assets at fair valuethrough operations (8,801) (26,337) (2,238) (10,585) (32,395) Expenses relating to employees'options 1,422 - 477 - - Increase in value of investmentin fund designated at fair valuethrough operations (904) (615) (5) (396) (1,407) (5,399) (22,221) (298) (8,819) (28,289) Changes in asset and liabilityitems Decrease (increase) ininventories 9,466 1,679 (5,659) (3,775) (4,705) Decrease (increase) in tradereceivables (10,644) (8,997) 2,533 2,279 (11,589) Decrease (increase)in othercurrent assets 688 3,433 3,235 (174) 3,406 Decrease (increase) in long-termreceivables 17 5 18 (13) 12 Increase (decrease) in tradepayables (2,080) (5,537) 3,266 38 (7,091) Decrease in other currentliabilities (219) (696) (869) (324) (2,288) (2,772) (10,113) 2,524 (1,969) (22,255) (8,171) (32,334) 2,226 (10,788) (50,544) Additional information: Interest payments 761 1,403 227 420 1,840 Tax payments 6,936 7,599 2,269 3,133 8,731 The accompanying notes to the condensed consolidated financial statements arean integral part of them. NOTE 1:- GENERAL A. Willi-Food Investments Ltd. (hereafter-"the Company") was incorporatedin Israel. Its offices are located at the northern industrial zone of Yavne,Israel and it is mainly engaged in the import, marketing and distribution offood products through a subsidiary, G. Willi-Food International Ltd. (hereafter-"Willi-Food"). The Company's securities are listed for trading on the TASE. B. These financial statements should be read in conjunction with theCompany's annual financial statements as of December 31, 2013 and for the yearthen ended and accompanying notes. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES A. Basis of preparation of the financial statements: The condensed consolidated financial statements (hereafter-"interim financialstatements") of the Group have been prepared in accordance with IAS 34,"Financial Reporting for Interim Periods". In the preparation of these interim financial statements, the Group implementedaccounting policies, presentation principles and computation methods that areconsistent with those followed in the preparation of the financial statementsas of December 31, 2013 and for the year then ended, except for changes inaccounting policies resulting from the application of new standards, amendmentsto standards and interpretations that became effective as of the date of thefinancial statements, as detailed in Note 3 below. B. The condensed consolidated financial statements have been prepared inaccordance with Chapter D of the Securities Regulations (Periodic and ImmediateReports), 1970. C. Taxes on income in the interim financial statements: Income tax expenses (income) for the periods presented include the amount ofcurrent taxes as well as the amount of the change in deferred tax balances,except where deferred taxes arise from transactions that are recognizeddirectly in equity and business combination transactions. Current tax expenses (income) for interim periods are accrued using the averageannual effective income tax rate. For purposes of the computation of theeffective income tax rate, tax losses for which no deferred tax assets havebeen recognized and which are expected to reduce the tax liability in thereporting year, have been deducted. D. Exchange rates and linkage basis: (1) Balances in or linked to foreign currency are included in thefinancial statements at the representative exchange rates published by the Bankof Israel in effect at the end of the reporting period. (2) Balances linked to the CPI are presented according to the last knownCPI at the end of the reporting period or according to the actual CPI for thelast month of the reporting period, according to the terms of the transaction. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) D. Exchange rates and linkage basis: (3) Below are data on the exchange rate of the dollar and the CPI: Representative exchange rate Israeli CPI *) of dollar Known Actual NIS 1 per $ 1 Points Date of financial statements: September 30, 2014 3.70 113.85 114.18 September 30, 2013 3.54 114.18 114.18 December 31, 2013 3.47 114.07 114.18 Rates of change: % % % Nine month period ended: September 30, 2014 6.63 (0.19) 0.00 September 30, 2013 (5.09) 2.00 1.81 Three month period ended: September 30, 2014 7.56 (0.29) 0.29 September 30, 2013 (2.21) 0.48 1.29 Year ended December 31,2013 (6.97) 1.90 1.81 (*) CPI on the basis of the average index for 2008. NOTE 3:- NEW FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS ISSUED Amendment to IAS 32, "Financial Instruments: Presentation" (offsettingfinancial assets and financial liabilities): The Amendment determines that in order to meet the condition for offsetting afinancial asset and financial liability, the right of offset cannot becontingent on a future event and it must be enforceable in the normal course ofbusiness, and in the event of bankruptcy, insolvency or credit default. Also,the net settlement condition may occur even if the settlement actually is madeon a gross basis, but in a manner not leaving significant credit or liquidityrisk, when the amounts due and amounts payable are part of a single settlementprocess. The Amendment is effective retrospectively for annual reportingperiods beginning on or after January 1, 2014. IAS 36, "Impairment of Assets": The Amendment clarifies the effectiveness and extent of disclosing assets(including goodwill) or cash generating units as to which an impairment losshas been recognized (or cancelled) and it also determines that the disclosurerequirements applicable when the recoverable amount of these assets or cashgenerating units is determined on the basis of fair value will be substantiallysimilar to the disclosure requirements for fair value measurements under IFRS13, "Fair Value Measurement". The Amendment applies retrospectively for annual reporting periods beginning onJanuary 1, 2014. NOTE 3:- NEW FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS ISSUED(Cont.) IFRS 15 "Revenues with Respect to Contracts with Customers" The new standard determines a comprehensive and uniform mechanism for arrangingthe accounting treatment of revenues derived from contracts with customers. Thestandard revokes IAS 18 "Revenues" and IAS 11 "Construction Contracts" andrelated interpretations. The core principle of the standard is that therecognition of revenue should reflect the transfer of the merchandise or theservices to customers in an amount representative of the economic benefitsexpected to be received by the entity in consideration for them. For thispurpose, the standard stipulates that the recognition of revenue will takeplace when the entity transfers the merchandise and/or the services itemized inthe contract to the customer in a manner that the customer achieves controlover that merchandise or services. The standard determines a model for implementing this principle consisting offive stages: 1. Identification of the contract (or contracts) with the customer. 2. Identification of the performance obligation in the contact. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligation. 5. Recognition of revenue when the entity completes the performanceobligation. Implementation of the model is conditional upon the specific facts andcircumstances of the contact and, at times, necessitates the introduction ofbroad judgment. In addition, the standard stipulates extensive disclosurerequirements with respect to the contracts with customers, material estimates,which served at the time of implementation of the provisions of the standard,as well as changes to them, in order to allow the users of the financialstatements to understand the substance, the quantity, the timing and thereliability of the revenues and of the cash flows derived from the contractswith the customers. The standard will become binding compulsorily for annual reporting periodscommencing on January 1, 2017 or thereafter. Early adoption is permitted. Ingeneral, the standard will be implemented retroactively, but entities will bepermitted to elect certain adjustments in the framework of the transitionalprovisions of the standard for purposes of applying it to previous reportingperiods. At this early stage, the management of the Company is unable to estimate theeffect of implementation of the standard on its financial position andoperating results. The Company's management will examine the effect of applyingthe provisions of the standard on the contracts with its customers and willevaluate whether these provisions will have a material effect on the timing andmanner of recognition of revenue from these contracts that could affect theCompany's financial statements. Amendment to IFRS 2 "Share Based Payment" (Regarding Definition of VestingConditions) The amendment stipulates that "vesting conditions" are vesting conditions whichrequire that the counterparty complete a defined service period (indirectly ordirectly) and, in addition, defined performance goals are to be met during thatsame service period. Moreover, the amendment defines "service conditions" asvesting conditions requiring that the counterparty complete a defined serviceperiod. It was also stipulated that if, for any reason, the counterparty ceasesto supply the service during the vesting period, the counterparty will beconsidered as having failed to comply with the service conditions. The amendment is being implemented in a prospective manner with respect toprograms granted subsequent to July 1, 2014. NOTE 3:- NEW FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS ISSUED(Cont.) Amendment to IAS 19 "Employees' Benefits" (Regarding the Capitalization Rate) The amendment makes it clear that high quality corporate debentures serving forthe calculation of the capitalization rate of post-retirement benefits will bedenominated in the same currency in which those benefits will be paid, so that,in practice, as a result of the amendment, an examination of the depth of themarket of the high quality corporate debentures will be determined at the levelof the currency. The amendment will be implemented for annual periodscommencing on January 1, 2016 or thereafter. It is required that the amendmentbe implemented from the beginning of the earliest comparative period presentedin the financial statements in which the amendment is initially implemented.Adjustments with respect to the initial implementation will be recognized inthe balance of retained earnings as of the beginning of the period. The Companydoes not anticipate a material effect due to implementation of the amendment. Amendment to IAS 34 "Financial Reporting for Interim Periods" (Regarding theDisclosure of Information in another Place in the Interim Financial Reporting) The amendment makes it clear that information appearing in the interimfinancial reporting, but outside of the financial statements themselves, mustbe included by way of cross reference from the financial statements to anotherplace in the interim financial reporting which is available to the users of thereports, under the same conditions and at the same time as the financialstatements. The amendment will be implemented retroactively for reportingperiods commencing on January 1, 2016. Early adoption is permissible. NOTE 4:- FINANCIAL INSTRUMENTS Financial instruments that are not measured at fair value: Except as detailed in the following table, the Group believes that the bookvalue of financial assets and liabilities that are presented at amortized costin the financial statements is approximately identical to their fair value: Financial liabilities: Carrying amount Fair value (*) September 30, December 31, September 30, December 31, 2014 2013 2013 2014 2013 2013 NIS in thousands Unaudited Unaudited Debentures 25,586 38,265 25,500 26,125 39,656 26,253 (*) Less balances held by Willi-Food. Financial assets at fair value: Below are details of the Group's financial assets and liabilities that aremeasured in the Company's statement of financial position at their fair value,according to their measurement levels: September 30, 2014 (unaudited) Level 1 Level 2 Level 3 Total NIS in thousands Marketable securities 224,523 4,558 - 229,081 Investment in fund - 15,159 - 15,159 Total 224,523 19,717 - 244,240 NOTE 4:- FINANCIAL INSTRUMENTS(Cont.) September 30, 2013 (unaudited) Level 1 Level 2 Level 3 Total NIS in thousands Marketable securities 239,658 - - 239,658 Investment in fund - 6,692 - 6,692 Total 239,658 6,692 - 246,350 December 31, 2013 Level 1 Level 2 Level 3 Total NIS in thousands Marketable securities and derivatives 172,519 4,457 - 176,976 Investment in fund - 9,349 - 9,349 Loan at fair value through operations - - 65,300 65,300 Total 172,519 13,806 65,300 251,625 NOTE 5:- SIGNIFICANT EVENTS DURING THE REPORTING PERIOD A. On November 27, 2013, Willi-Food entered into a loan agreement withNewco (hereafter-"the loan agreement") according to which Willi-Food will giveNewco a loan of NIS 65 million (hereafter-"the loan") that will be depositedaccording to the trust agreement between Willi-Food and the Newco trustee(hereafter-"the investors trustee") and that may be fully converted into sharesof IDB Holdings Company Ltd. (hereafter-"IDB Holdings") or into shares of IDBDevelopment Company Ltd. (hereafter-"the conversion shares"), to be held byNewco in proportion to the loan amount and the amount injected by Newco underthe arrangement plan between IDB Holdings and its creditors (hereafter-"thearrangement plan") which was submitted to the court pursuant to Section 350 tothe Companies Law, 1999 (hereafter-"the Companies Law"). According to the loan agreement, this is a "bullet" loan (principal, linkagedifferences and interest) and will be extended for the earlier of a period ofone year from the date of deposit or for a period of six months from the dateof completion as determined by the arrangement plan (hereafter-"the originalrepayment date"). The loan will be linked to the CPI published on November 15,2013 and bear interest at the annual rate of 5%, calculated on a compoundedbasis from the date of deposit to the relevant date of repayment. According tothe terms of the loan agreement, if the court does not approve the arrangementplan or if the conditional terms for the arrangement plan to become effectiveare not fulfilled, the loan will be repaid and refunded to Willi-Food,including linkage differences and interest, before the original repayment date. On January 12, 2014, the loan principal was refunded to Willi-Food. OnJanuary 14, 2014, Willi-Food received the interest on the loan. B. On March 2, 2014, the controlling shareholders, Messrs. Joseph Willigerand Zvi Williger, informed the Company that they and private companies undertheir control signed an agreement with Emblaze Ltd. (hereafter-"Emblaze") inthe context of which, subject to predetermined conditions, Emblaze is topurchase 7,722,297 Ordinary shares of the Company of NIS 1 par value each,representing about 58.04% of the Company's issued and outstanding share capitaland about 58.62% of its voting rights (about 55.16% of the equity interests inthe Company and about 55.69% of the voting rights in the Company on a fullydiluted basis) in consideration of approximately NIS 268 million, reflectingapproximately NIS 34.71 per Company share (hereafter-"the transaction to sellcontrol"). The agreement is subject to the receipt of the approval of theAnti-Trust Commissioner. NOTE 5:- SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.) B. (Cont.) On March 26, 2014, the Anti-Trust Commissioner granted his approval to thetransaction to sell control. On April 6, 2014, Emblaze published a special tender offer according to Section328 of the Companies Law-1999, for the acquisition of 658,685 Ordinary sharesof the Company of NIS 1 par value each, representing approximately 5% of thevoting rights in the Company and about 4.95% of the issued and paid up sharecapital of the Company, all in accordance with the terms of the specificationpublished by Emblaze in the framework of the transaction for the sale ofcontrol. The determining date for the sale of control was May 4, 2014. Commencing onthat date, Emblaze is the controlling shareholder of the Company by force ofits holding of 8,203,371 Ordinary shares of the Company which, as of that date,constitute about 61.65% of the Company's issued and paid up share capital andabout 62.21% of its voting rights. NOTE 6:- SEGMENT REPORTING A. General: Since January 1, 2009, the Group applies IFRS 8, "Operating Segments"(hereafter-"IFRS 8"). According to the provisions of IFRS 8, operating segmentsare identified on the basis of internal reports about components of the Groupthat are regularly reviewed by the Group's chief operating decision maker forthe purpose of allocating resources and assessing performance of the operatingsegments. In 2014, the Group's operating segment under IFRS 8 was the import segmentonly. The import segment earns its revenues from importing, producing andmarketing food products to retail chains, supermarkets, wholesalers, theinstitutional market, etc. B. Revenues from major customers: Revenues from a major customer that contributed 10% or more to the Company'stotal revenues for the nine and three months ended September 30, 2014 amountedto approximately 43,953 NIS thousand and 12,933 NIS thousand, respectively(2013-NIS 32,682 thousand and NIS 10,692 thousand, respectively). NOTE 6:- SEGMENT REPORTING (Cont.) C. Revenues from major groups of products: Nine months ended Year ended Nine months ended September30, December 31, September 30, 2014 2013 2013 NIS in NIS in NIS in thousands % thousands % thousands % Canned vegetables 43,479 17 46,899 18 56,543 21 Dairy and dairysubstitute products 60,481 24 59,118 23 70,317 26 Dried fruit, nuts andbeans 36,838 15 (*) (*) (*) (*)

(*) Less than 10%.