G. Willi-Food Announces Agreement to Grant Convertible Loan of NIS 65 Million (Approximately USD 18.3 Million) to Participant in

G. Willi-Food Announces Agreement to Grant Convertible Loan of NIS 65 Million
  (Approximately USD 18.3 Million) to Participant in Proposed Reorganization
                       Plan for IDB Holding Corporation

PR Newswire

YAVNE, Israel, November 29, 2013

YAVNE, Israel, November 29, 2013 /PRNewswire/ --

G. Willi-Food International Ltd. (NASDAQ: WILC) (the "Company" or
"Willi-Food"), is pleased to announce that it has reached an agreement with
C.D-B.A Holdings (Designated) (2013) Ltd. ("C.D-B.A") according to which the
Company would provide a convertible loan in the aggregate amount of NIS 65
million (approximately USD 18.3 million) (the "Loan"), convertible at the
election of the Company into shares of IDB Holding Corporation ("IDBH") or IDB
Development Company Ltd. ("IDBD"), each traded on the Tel Aviv Stock Exchange,
to be held by C.D-B.A.

IDBH is one of the largest holding companies in Israel and controls, both
directly and indirectly through its holding companies, in companies involved
in a wide range of business activities in Israel and abroad, such
communications, retail, real estate, finance, insurance and aviation. IDBH
conducts many of its activities through its holdings in IDBD, its wholly owned
subsidiary. IDBH and IDBD are currently in debt reorganization proceedings in
Israeli court.

The number of shares issuable upon conversion of the Loan will be determined
based on the ratio between the principal amount of the Loan and the amount of
equity contributed by C.D-B.A in the context of debt arrangement of IDBH. To
the best knowledge of the Company, C.D-B.A is owned 70% indirectly by Emblaze
Ltd., a public company listed on the London Stock Exchange ("Emblaze"), and
30% by Mr. Nochi Dankner and his family members ("Dankner").

C.D-B.A is part of a group of investors that also includes Netz Group Ltd.,
Alon Car Garage (1992) Ltd., Mr. Daniel Hosidman and the Nakash family
(collectively, the "InvestorGroup") that financially supports the most recent
reorganization plan between IDBH and its creditors submitted by IDBH to Israel
court under Section 350 of the Israel Companies Law (the "Plan"). The Loan
will be convertible at the election of the Company into shares of the company
(IDBH or IDBD) into which the Investor Group determines to invest pursuant to
the Plan.

The Loan is intended to be used by C.D-B.A to consummate the Plan. The amount
of the Loan will be included with the other funds deposited in trust to secure
the investment of the Investor Group in IDBH, pursuant to the Plan.

Unless otherwise determined by the Company, the Loan will be due and payable
one year from the date of deposit or six months from the date of closing set
according to the Plan (the "Original Repayment Date"). The Loan will bear
interest at the rate of 5% annually compounded annually from the date of
deposit until the date of relevant repayment and will be linked to the CPI as
published on November 15, 2013. In the event that the Plan is not approved by
the court, or if other preconditions to closing are not satisfied, the Loan
will be repaid and returned to the Company before the original repayment date
including linkage differential and accumulated interest (the "EarlyPrepayment
Date").

The Company may elect to extend the Original Repayment Date for an additional
three (3) years from closing by providing a prior written notice to C.D-B.A at
least 30 days prior to the Original Repayment Date. At any time following the
Original Repayment Date, the Company may demand immediate repayment by
providing a written notice to C.D-B.A 60 days in advance (the "Final Repayment
Date"). The Loan will bear late interest of 1% per month if the Loan is not
repaid by the Original Repayment Date, Early Repayment Date or Final Repayment
Date, as the case may be.

From closing and at the Company's election, the Loan will be convertible into
shares of IDBH or IDBD held by C.D-B.A subject to satisfaction of the
following conditions (in addition to conditions precedent set forth in the
Plan): (i) approval of the Israel Trust Authority to the joining by the
Company to the Investor Group and to the shareholders agreement (described
below) and (ii) satisfaction by the Company of the requirements of the Law of
Concentration, including in a manner that doesn't impose material limitations
on IDBH and/or companies under its control or require them to take material
actions. To the extent the Company does not satisfy these conditions, it will
be permitted to transfer the Loan to a third party that satisfy the
conditions, who would convert the Loan on the date of transfer and join the
Investor Group. The transfer to a third party will be subject to a right of
first refusal to C.D-B.A pursuant to the shareholders agreement. In the case
of conversion of the Loan, the Loan will not bear interest or linkage, and the
Company will not be entitled to any payment on account of the Loan.

According to the agreement, on the date of conversion and a condition of
conversion, the Company will join as a party to the shareholders agreement of
the Investors Group relating to their holdings in IDBH or IDBD, as the case
may be. The shareholders agreement will address, among others, (i)
coordination of voting at shareholder meetings of IDBH or IDBD, as the case
may be (with limited exceptions), (ii) appointment of directors of IDBH or
IDBD, as the case may be, such that C.D-B.A would be able to appoint a
majority of the directors and other shareholders appoint the remaining
directors; upon conversion of the Loan to shares, the Company will have the
right to recommend the appointment of one director in IDBH and the companies
under its control so long as the Company continues to hold at least 75% of the
shares it acquires upon conversion of the Loan, (iii) amendment to articles of
association of IDBH and IDBD requiring 80% director vote for approving the
expense line item of the budget and any material change thereto, (iv)
amendment to the articles of association of IDBH and IDBD requiring 66%
director vote to approve related party transactions under the Israel Companies
Law, (v) appointment of CEO who will be citizen and resident of Israel not
related to a member of the Investor Group, (vi) prohibition on the transfer of
shares for three years from closing (other than permitted transferees), (vii)
permission to encumber shares to recognized financial institution, (viii)
transfer of shares post three year restriction period (and/or other securities
of IDBH or IDBD, as the case may be) subject to first refusal right of
C.D-B.A, (ix) shareholders other than C.D-B.A granted a tag along right in the
event of a sale by C.D-B.A of securities in IDBH or IDBD, as the case may be,
and (x) permission granted to C.D-B.A to add third parties who join the
investment in IDBH or IDBD, as the case may be, so long as the director
appointment and put rights of the other investors are not adversely affected.

The agreement further provides that at time of conversion of the Loan, the
Company will have a put option to sell to C.D-B.A all or part of the shares
acquired upon conversion of the Loan in consideration for a per share price
equal to the original investment amount of the Company per share plus annual
interest of 5% per annum compounded annually from closing until conversion of
the Loan. The put may be exercised beginning 36 months following the closing
until 72 months following the closing. The put option is not transferrable to
a third party purchaser of the shares (other than a permitted transferee) and
is subject to adjustment for dividends, bonus shares, rights offereings, share
splits and share combination. Non-payment of the consideration by C.D-B.A
will bear interest at 0.75% per month, and C.D-B.A in such case will
immediately cease the service of any directors on account of Mr. Nochi
Dankner, Yitzhak Dankner and Emblaze such that the number of directors on
account of the Company and other shareholders will equal the number of
directors on account of C.D-B.A and its related parties. 

The agreement provides that in order to secure the repayment of the Loan, at
closing C.D-B.A will deposit in trust the shares into which the Loan is
covertible and will grant a first priority security interest in favor of the
Company. In addition, Emblaze guaranteees the full payment of all C.D-B.A
obligations to repay the Loan and the payment of amounts on account of the
put.

Mr. Zwi Williger, the Company's Chairman of the Board of Directors, stated "We
are very excited to become a stakeholder in one of Israel's most diverse
companies. IDBH's current status has presented us with an opportunity that has
the potential to become a profitable long-term investment for our Company. We
have elected to act cautiously, however, by granting a loan on terms we
believe to be favorable, while at the same time obtaining a three year option
to determine whether we wish to become a shareholder in the IDB group. Any
shareholder with questions regarding the transaction may contact me at
972-52-357-4066."

About G. Willi-Food International Ltd.

G. Willi-Food International Ltd. (http://www.willi-food.com) is an
Israeli-based company specializing in high-quality, great-tasting kosher food
products. Willi-Food is engaged directly and through its subsidiaries in the
design, import, marketing and distribution of over 600 food products
worldwide. As one of Israel's leading food importers, Willi-Food markets and
sells its food products to over 1,500 customers in Israel and around the world
including large retail and private supermarket chains, wholesalers and
institutional consumers. The company's operating divisions include Willi-Food
in Israel and Gold Frost, a wholly owned subsidiary who designs, develops and
distributes branded kosher, dairy-food products.

Forward Looking Statement

This press release contains forward-looking statements within the meaning of
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
relating to future events or our future performance, such as statements
regarding trends, demand for our products and expected sales, operating
results, and earnings. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements
expressed or implied in those forward-looking statements. These risks and
other factors include but are not limited to: monetary risks including changes
in marketable securities or changes in currency exchange rates- especially the
NIS/U.S. Dollar exchange rate, payment default by any of our major clients,
the loss of one of more of our key personnel, changes in laws and regulations,
including those relating to the food distribution industry, and inability to
meet and maintain regulatory qualifications and approvals for our products,
termination of arrangements with our suppliers, in particular Arla Foods, loss
of one or more of our principal clients, increase or decrease in global
purchase prices of food products, increasing levels of competition in Israel
and other markets in which we do business, changes in economic conditions in
Israel, including in particular economic conditions in the Company's core
markets, our inability to accurately predict consumption of our products and
changes in consumer preferences, our inability to protect our intellectual
property rights, our inability to successfully integrate our recent
acquisitions, insurance coverage not sufficient enough to cover losses of
product liability claims and risks associated with product liability claims.
We cannot guarantee future results, levels of activity, performance or
achievements. The matters discussed in this press release also involve risks
and uncertainties summarized under the heading "Risk Factors" in the Company's
Annual Report on Form 20-F for the year ended December 31, 2012, filed with
the Securities and Exchange Commission on April 30, 2013. These factors are
updated from time to time through the filing of reports and registration
statements with the Securities and Exchange Commission. We do not assume any
obligation to update the forward-looking information contained in this press
release.

This information is intended to be reviewed in conjunction with the Company's
filings with the Securities and Exchange Commission.

Company Contact:
G. Willi Food International Ltd.
Raviv Segal, CFO
(+972)8-932-1000
raviv@willi-food.co.il

SOURCE G Willi Food International
 
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