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Alon Blue Square Israel 2015 Form 20-F

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5/19/18, 948 AM 20-F 1 v439022_20f.htm FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ! REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ! TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ OR ! SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ________ Commission file number 1-14426 ALON BLUE SQUARE ISRAEL LTD. (Exact name of Registrant as specified in its charter) Israel (Jurisdiction of incorporation or organization) Europark Yakum, France Building, Yakum 6097200 Israel (Address of principal executive offices) Zehavit Shahaf, General Counsel and Corporate Secretary Tel: (972)-9-9618504; Fax: (972)-9-9618636 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Name of each exchange on which Title of class registered American Depositary Shares, each representing ten Ordinary New York Stock Exchange, Inc. Shares (1) Ordinary Shares, par value NIS 1.0 per share (2) New York Stock Exchange, Inc. (1) Evidenced by American Depositary Receipts. https://www.sec.gov/Archives/edgar/data/1016837/000114420416101399/v439022_20f.htm Page 1 of 411 5/19/18, 948 AM (2) Not for trading, but only in connection with the listing of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) https://www.sec.gov/Archives/edgar/data/1016837/000114420416101399/v439022_20f.htm Page 2 of 411 5/19/18, 948 AM Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 65,954,427 Ordinary Shares, par value NIS 1.0 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ! No ⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934. Yes ! No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes ! No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ! Yes ! No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated filer ! Accelerated filer ! Non-accelerated filer ⌧ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ! International Financing Reporting Standards as issued by the International Accounting Standards Board ⌧ Other ! If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ! Item 18 ! If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ! No ⌧ https://www.sec.gov/Archives/edgar/data/1016837/000114420416101399/v439022_20f.htm Page 3 of 411 5/19/18, 948 AM https://www.sec.gov/Archives/edgar/data/1016837/000114420416101399/v439022_20f.htm Page 4 of 411 5/19/18, 948 AM INTRODUCTION Unless otherwise indicated, as used in this Annual Report, (a) the term “Alon Blue Square” or the “Company” means Alon Blue Square Israel Ltd., (b) the terms “we,” “us” and “our,” mean Alon Blue Square and its consolidated subsidiaries, (c) “BSRE” means Blue Square Real Estate Ltd., a corporation of which we held 53.92% of the outstanding shares as of March 31, 2016, and the balance of whose shares are publicly held and traded on the Tel Aviv Stock Exchange, and its subsidiaries, (d) “Dor Alon” means Dor Alon Energy In Israel (1988) Ltd., a corporation in which we held approximately 63.13% of the outstanding ordinary shares as of March 31, 2016, (an additional 8% is held by our controlling shareholder, Alon Israel Oil Company Ltd., or Alon) and the balance of whose shares are publicly held and traded on the Tel Aviv Stock Exchange, and its subsidiaries, (e) “Naaman” means Naaman Group (NV) Ltd., a corporation in which we held approximately 77.51% of the outstanding ordinary shares as of March 31, 2016, and the balance of whose shares are publicly held and traded on the Tel Aviv Stock Exchange, and its subsidiaries, (f) “Bee Group” means our wholly-owned subsidiary, Bee Group Retail Ltd., and (g) “Mega Retail” a corporation currently operated through court-appointed trustees, in which we hold 100% of the outstanding shares; we undertook to transfer 33% of Mega Retail's share capital (either by way of issuing new shares of Mega Retail or by our transfer of Mega Retail's shares held by us) to an Israeli corporation to be formed by the employee union of Mega Retail. On January 17, 2016 the Lod District Court appointed trustees for the operation of Mega Retail following Mega Retail's motion for stay of proceedings. We are a holding company which operates in three reportable operating segments (two as discontinued operations). In our BSRE segment, we own, lease and develop yield-generating commercial properties and projects. In our Dor Alon segment, which is held for sale we operate a chain of filling stations and convenience stores in different formats in Israel, and we are considered to be one of the four largest fuel retail companies in Israel based on number of petrol stations and is a leader in the field of convenience stores. In our Naaman segment (operated through Bee Group), which is also held for sale, we operate specialist outlets in self-operation and franchises and offer a wide range of houseware and home textile products as a retailer and wholesaler in the houseware and home textile markets. In addition, we have another operation that consists of Bee Logistics Service Center Ltd., our wholly-owned operator of a logistics center, which provides services to Naaman as well as third party activities. Mega Retail is currently operated by court-appointed trustees and according to reports of its trustees owns 127 supermarkets under different formats. Mega Retail is designated for sale by its trustees. The financial results of our Dor Alon and Naaman segments have been presented as discontinued operations because they consist of activities designated for sale by us, and the financial results of Mega Retail have also been deconsolidated due to our loss of control of Mega Retail. 3 https://www.sec.gov/Archives/edgar/data/1016837/000114420416101399/v439022_20f.htm Page 5 of 411 5/19/18, 948 AM Please note that unless otherwise indicated, as used in this Annual Report, the term “Ben Moshe Proposal” shall mean the proposal made by Mr. Moti Ben Moshe from February 15, 2016 and the clarifications to the proposal requested by Alon and Alon Retail Ltd., which includes, among others, that in consideration for NIS 115 million to be paid to Alon and Alon Retail Ltd., Mr. Ben Moshe would purchase (through a company under his control) the holdings of Alon and Alon Retail Ltd. in the Company on AS IS basis, and the rights and obligations of Alon to a bridge loan of NIS 110 million extended to the Company by Alon, including the right to allocate our shares against such bridge loan, and the rights and obligations in another loan subordinated to financial debt of NIS 60 million extended to us by Alon. In addition, the Ben Moshe Proposal includes an outline for the repayment of our financial debt (NIS 924 million). The debt repayment would include the injection of up to NIS 900 million into the Company for the full repayment of the financial debt to our financial creditors, of which NIS 200 million can be designated for the acquisition of Mega Retail by the Company or a company controlled by Ben Moshe (the identity of the acquiring entity will be determined by court) free and clear of all claims, provided Mega Retail will be acquired directly by the Company. On February 28, 2016, an acceptance notice to the Ben Moshe Proposal, subject to conditions, was issued by Alon and Alon Retail Ltd. (holding, in the aggregate, approximately 72.21% of our shares). On May 8, 2016 we filed a motion with the District Court in Lod, Israel to convene meetings of our financial creditors and shareholders for approval of a debt settlement based on the Ben Moshe Proposal (the “Debt Settlement”) under Section 350 of the Companies Law (the “Motion to Convene Creditors Meeting”).
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