Alon Blue Square Israel Ltd. Announces a Private Placement in Israel of Additional Series C Notes

   Alon Blue Square Israel Ltd. Announces a Private Placement in Israel of
                          Additional Series C Notes

PR Newswire

YAKUM, Israel, June 26, 2013

YAKUM, Israel, June 26, 2013 /PRNewswire/ --

Alon Blue Square Israel Ltd. (NYSE: BSI) (hereinafter: "Alon Blue Square" or
the "Company") announced today that it has agreed with Israeli institutional
investors to issue to such investors in a private placement NIS 100 million
par value (approximately $27.52 million) of additional Series C Notes (the
"Additional Series C Notes") in consideration for an aggregate sum of
approximately NIS 99.3 million (approximately $27.33 million) (the "Private

If issued, the terms of the issued Additional Series C Notes will be similar
to the terms of the Series C Notes previously issued by the Company and which
are currently traded on the Tel Aviv Stock Exchange Ltd. ("TASE"). If issued,
the Additional Series C Notes will form a single series together with the
currently outstanding Series C Notes. 17.4% of the Additional Series C Notes
issued in the Private Placement were acquired by the Company's subsidiary, Dor
Alon Energy In Israel Ltd. 

The issuance of the Additional Series C Notes is subject to the receipt of the
approval of the TASE for the listing of such Series C Notes.

The sale and/or transfer of the Additional Series C Notes are subject to the
limitations on re-sale of securities set forth in the Israeli Securities Law
of 1968 and the regulations promulgated thereunder applicable to private

The weighted discount rate for the sole purpose of withholding tax with
respect to the entire Series C Notes (including the previously issued Series C
Notes and following the issuance of the Additional Series C Notes) was
determined to be 5.99% calculated in accordance with the approval received by
the Company from the Israeli Tax Authority.

The Additional Series C Notes are not and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States or to U.S. Persons (as defined in
Regulation "S" promulgated under the Securities Act) without registration
under the Securities Act or an exemption from the registration requirements of
the Securities Act.

On June 26, 2013, Midroog Ltd. (an Israeli rating agency, a 51% subsidiary of
Moody's), announced that it had affirmed the "A2"/negative outlook rating (on
a local scale) for a bond issue of up to NIS 120 million (approximately
US$33.02 million) in principal amount through the expansion of the Series C

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities, including the Additional Series C Notes.

Alon Blue Square Israel Ltd. (hereinafter: "Alon Blue Square") is the leading
retail company in the State of Israel and operates in four reporting segments:
In its supermarket segment, Alon Blue Square, as a pioneer in the modern food
retail, through its 100% subsidiary, Mega Retail Ltd., currently operates 211
supermarkets under different formats, each offering a wide range of food
products, "Near Food" products and "Non-Food" products at varying levels of
service and pricing. In its "Non-Food" segment, Alon Blue Square, through its
100% subsidiary BEE Group Retail Ltd., operates specialist outlets in
self-operation and franchises and offers a wide range of "Non-Food" products
as retailer and wholesaler. In the Fueling and Commercial Sites segment,
through its 78.43% subsidiary, which is listed on the Tel Aviv stock exchange
("TASE"), Dor Alon Energy in Israel (1988) Ltd 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. Dor Alon operates a chain of 203 petrol
stations and 209 convenience stores in different formats in Israel. In its
Real Estate segment, Alon Blue Square, through its TASE traded 74.76%
subsidiary Blue Square Real Estate Ltd., owns, leases and develops yield
generating commercial properties and projects. In other segments, Alon Blue
Square through its 100% subsidiary, Alon Cellular Ltd., operates an MVNO
network in Israel and through Diners Club Israel Ltd., an associate held at
49%, which operates in the sector of issuance and clearance of YOU credit
cards to the customer club members of the group.

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: the effect of the economic conditions in Israel on the sales in our
stores and of our products and on our profitability; our ability to compete
effectively against low-priced supermarkets, 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;
quarterly fluctuations in our operating results that may cause volatility of
our ADS and share price; fluctuations in the price of petroleum products and
increases in excise tax rates imposed on the sale of petroleum products in
Israel; risks associated with our dependence on a limited number of key
suppliers for products that we sell in our stores; the effect of an increase
in the minimum wage in Israel on our operating results; the effect of any
actions taken by the Israeli Antitrust Authority on our ability to execute our
business strategy and on our profitability; the effect of increases in oil,
raw material and product prices in recent years; the effects of damage to our
reputation or to the reputation of our store brands due to reports in the
media or otherwise; government policies with respect to residential building
may have a negative impact on our operations in residential building, 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, 2012. 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.

Alon Blue Square Israel Ltd.
Ortal Klein
Corporate Secretary
Telephone: 972-9-9618504
Fax: +972-9-9618636

SOURCE Alon Holdings Blue Square-Israel Ltd
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