Report of Foreign Issuer (6-k)
July 15 2016 - 11:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2016
ALON BLUE SQUARE ISRAEL LTD.
(translation of registrant’s name
into English)
EuroparkYakum, France Building,
Yakum 60972 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
¨
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
Contact:
Alon Blue Square Israel Ltd.
ZehavitShahaf, Adv.,
General Counsel and Corporate Secretary
Telephone: 972-9
-
9618504
Fax: 972-9- 9618636
Email
: zehavits@bsi.co.il
ALON BLUE SQUARE ANNOUNCES RESULTS OF
COURT APPOINTED EXPERT’S VALUATION OF THE COMPANY
YAKUM, Israel, July 15, 2016,
Alon Blue Square Israel Ltd. (OTC:BSIRY) (the “Company”) announced today that following the decision of the District
Court in Lod, Israel on June 27, 2016 according to which (i) the Company was required to convene meetings of financial creditors
and shareholders for approval of the proposed debt arrangement and (ii) Professor Amir Barnea was appointed as an expert (on behalf
of the court) in order to determine the Company’s valuation immediately prior to the proposed debt arrangement as well as
the value of the consideration to be received by the Company’s controlling shareholder on account of its Company shares under
the proposed debt arrangement; the Company has received Professor Barnea’s opinion.
In accordance with the expert
opinion:
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1.
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The Company’s minority shareholders have residual
equity rights averaging NIS 9.1 million, which represents the midway point between the calculated range of approximately NIS 6
to 12 million.
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2.
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The Company has a positive valuation immediately prior
to the proposed debt arrangement (which factors in a solution to the Company’s cash flow needs) ranging NIS 76 million (according
to market value) and NIS 211 million (according to economic value), leading to an average residual valuation of NIS 143 million.
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Calculation of Company’s
Equity Immediately Prior to the Proposed Debt Arrangement
(
Post the injection
of NIS 110 million from the controlling shareholder
(in NIS million)
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Description
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Average
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Market Valuation
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Economic Valuation
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Assets
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1,388
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1,320
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1,455
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Liabilities
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1,244
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1,244
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1,244
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Shareholders’ Equity
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143
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76
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211
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Equity to Debt ratio
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12%
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6%
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17%
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3.
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The value of the Company’s minority shareholder
shares was determined by Professor Barnea as follows:
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Professor
Barnea assumed that the Company’s valuation
post the injection of NIS 110 million from the controlling shareholder
(represents a bridge loan which the expert determined to have equity characteristics due to its connections with a rights offering).
Minority
Dilution Calculation (as calculated in table no. 5 of the opinion)
:
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Company Valuation Post Injection of NIS 110 Million = NIS 143 million
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Holdings of Controlling Shareholder
Post Dilution equals:
72.7%* (143-110) + 110
= 93.7%
143
Minority Shareholder Holdings:
1-0.937 = 6.3%
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Minority Shares (in NIS million): 143 * 6.3% = 9.1
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The Company is reviewing the
expert opinion which was delivered to the Company a few hours ago. This report is not an expression of an opinion by the Company.
* * * *
Alon Blue Square
Israel Ltd. (hereinafter: "Alon Blue Square") operates through subsidiaries. Continued operations - its Tel Aviv Stock
Exchange ("TASE")listed 53.92% subsidiary, Blue Square Real Estate Ltd., which owns, leases and develops income producing
commercial properties and projects. The others activities include the clearance of purchase coupons and operating the logistic
center in Beer Tuvia. Companies designated for sale –the 63.13% held subsidiary, Dor Alon Energy in Israel (1988) Ltd, listed
on the TASE, is one of the four largest fuel retail companies in Israel based on the number of petrol stations and a leader in
the field of convenience stores operating a chain of 211 petrol stations and 218 convenience stores in different formats in Israel,
and Na'aman Group (NV) Ltd., a 77.51% subsidiary listed on the TASE, operates specialist outlets in self-operation and franchises
and offers a wide range of "Non-Food" in the houseware and textile segment.
Forward-looking statements
This press release contains forward-looking
statements within the meaning of safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements may include, but are not limited to, plans or projections about our business, our future revenues, expenses and profitability.
Forward-looking statements may be, but are not necessarily, identified by the use of forward-looking terminology such as "may,"
"anticipates," "estimates," "expects," "intends," "plans," "believes,"
and words and terms of similar substance. Forward-looking statements involve known and unknown risks, uncertainties and other factors
that may cause actual events, results, performance, circumstance and achievements to be materially different from any future events,
results, performance, circumstance and achievements expressed or implied by such forward-looking statements. These risks, uncertainties
and other factors include, but are not limited to, the following: failure to reach a settlement with holders of our bank debt and
guaranteed bank debt and holders of our Series C Debentures as well as the trustees and creditors of Mega Retail and whether we
will continue operations; failure to satisfy all closing conditions for the proposed debt arrangement; acceptance by the court
of all or part of the claims made by the trustees of Mega Retail; exposure to third party claims for significant amount of Mega
Retail's outstanding debts and liabilities; financial and operational restrictions imposed by the proposed framework for debt repayment
with our financial creditors; commitments to issue additional shares which would dilute existing shareholdings and may lower the
trading price of our securities; economic conditions in Israel which may affect our financial performance; dependence of
BSRE on Mega Retail as a lessee of its properties; our ability to compete effectively with large fuel companies and our other competitors;
enactment of new laws and regulations, including the enactment of recommendations of governmental appointed committees and regulations
with respect to the procurement of petroleum products by fuel companies and the price of petroleum products that are subject to
regulation; the effect of increases in oil, raw material and product prices in recent years; and other risks, uncertainties and
factors disclosed in our filings with the U.S. Securities and Exchange Commission (SEC), including, but not limited to, risks,
uncertainties and factors identified under the heading "Risk Factors" in our annual report on Form 20-F for the year
ended December 31, 2015. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date of this press release. Except for our ongoing obligations to disclose material information under the applicable securities
laws, we undertake no obligation to update the forward-looking information contained in this press release.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.
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ALON BLUE SQUARE ISRAEL LTD.
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July 15, 2016
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By:
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/s/ Zehavit Shahaf
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Zehavit Shahaf, Adv.
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General Counsel and Corporate Secretary
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