Amir Kaplan, Chief Financial Officer
4 Nahal Harif St. Northern Industrial Zone,
Yavne 81106, Israel
Tel: 972-8-932-1000
|
(Name, Telephone, E-mail and/or Facsimile number and Address of Registrant's Contact Person)
|
Title of class
|
Name of each exchange on which registered
|
|
Ordinary Shares, NIS 0.10 par value per share
|
Nasdaq Capital Market
|
Large Accelerated filer
☐
|
Accelerated filer
☐
|
|
|
Emerging growth company ☐ | Non-accelerated filer ☒ |
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24 | |
24 | |
32
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48
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56
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60
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61
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73
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74
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74
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74
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74
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75
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75
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75
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75
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|
76
|
|
76
|
|
76
|
|
76
|
|
78
|
|
78
|
|
78
|
|
79
|
· |
changes affecting currency exchange rates, including the NIS/U.S. Dollar and NIS/Euro exchange rates;
|
· |
payment default by, or loss of, one or more of our principal clients;
|
· |
the loss of one or more of our key personnel;
|
· |
termination of arrangements with our suppliers, and in particular Arla Foods amba;
|
· |
increasing levels of competition in Israel and other markets in which we do business;
|
· |
increase or decrease in global purchase prices of food products;
|
· |
interruption to our storage facilities;
|
· |
our inability to accurately predict consumption of our products or changes in consumer preferences;
|
· |
product liability claims and other litigation matters;
|
· |
our insurance coverage may not be sufficient;
|
· |
our operating results may be subject to variations from quarter to quarter;
|
· |
our inability to successfully compete with nationally branded products;
|
· |
our inability to successfully integrate our acquisitions;
|
· |
our inability to protect our intellectual property rights;
|
· |
significant concentration of our shares are held by one shareholder;
|
· |
we are controlled by and have business relations with Willi-Food Investments Ltd. and its management;
|
· |
the price of our ordinary shares may be volatile;
|
· |
our inability to meet the Nasdaq listing requirements;
|
· |
our inability to maintain an effective system of internal controls;
|
· |
all of our assets are pledged to creditors;
|
· |
cyber-attacks on the Company's information systems;
|
· |
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;
|
· |
economic conditions in Israel;
|
· |
changes in political, economic and military conditions in Israel, including, in particular, economic conditions in the Company’s core markets; and
|
· |
our international operations may be adversely affected by risks associated with international business.
|
High
|
Low
|
|||||||
April 2018 (through April 26, 2018)
|
3.596
|
|
3.568
|
|
||||
March 2018
|
3.495
|
3.431
|
||||||
February 2018
|
3.535
|
3.427
|
||||||
January 2018
|
3.460
|
3.388
|
||||||
December 2017 |
3.550
|
3.467
|
||||||
November 2017
|
3.544
|
3.499
|
||||||
October 2017
|
3.542
|
3.491
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||||||
NIS
|
USD
|
NIS
|
NIS
|
NIS
|
NIS
|
|||||||||||||||||||
Revenue
|
311,978
|
89,985
|
294,202
|
312,514
|
328,741
|
336,032
|
||||||||||||||||||
Cost of sales
|
237,645
|
68,545
|
217,585
|
237,452
|
249,136
|
252,355
|
||||||||||||||||||
Gross profit
|
74,333
|
21,440
|
76,617
|
75,062
|
79,605
|
83,677
|
||||||||||||||||||
Selling expenses
|
42,090
|
12,140
|
39,405
|
37,294
|
39,696
|
35,130
|
||||||||||||||||||
General and administrative expenses
|
15,839
|
4,569
|
14,577
|
32,926
|
19,231
|
19,408
|
||||||||||||||||||
Other Income
|
(361
|
) |
(104
|
) |
(112
|
) |
(2,182
|
) |
(2,943
|
) |
(54
|
) | ||||||||||||
Total operating expenses
|
57,568
|
16,605
|
53,870
|
68,038
|
55,984
|
54,484
|
||||||||||||||||||
Operating profit
|
16,765
|
4,835
|
22,747
|
7,025
|
23,621
|
29,193
|
||||||||||||||||||
Finance income
|
17,937
|
5,173
|
(3,425
|
) |
3,363
|
2,794
|
13,008
|
|||||||||||||||||
Finance expense
|
3,769
|
1,087
|
3,143
|
978
|
375
|
876
|
||||||||||||||||||
Finance income, net
|
14,168
|
4,086
|
(6,568
|
) |
2,385
|
2,419
|
12,132
|
|||||||||||||||||
Profit before taxes on income
|
30,933
|
8,921
|
16,179
|
9,410
|
26,040
|
41,325
|
||||||||||||||||||
Taxes on income
|
(5,910
|
) |
(1,705
|
) |
(5,327
|
) |
(2,566
|
) |
(7,186
|
) |
(9,517
|
) | ||||||||||||
Profit from continuing operations
|
25,023
|
7,216
|
10,852
|
6,844
|
18,854
|
31,808
|
||||||||||||||||||
Profit for the year
|
25,023
|
7,216
|
10,852
|
6,844
|
18,854
|
31,808
|
||||||||||||||||||
Attributable to:
|
||||||||||||||||||||||||
Owners of the Company
|
25,023
|
7,216
|
10,852
|
6,844
|
18,854
|
31,808
|
||||||||||||||||||
Net Income
|
25,023
|
7,216
|
10,852
|
6,844
|
18,854
|
31,808
|
||||||||||||||||||
Basic and diluted earnings per Share
|
1.89
|
0.54
|
0.82
|
0.52
|
1.45
|
2.45
|
||||||||||||||||||
Shares Used in Computing Earnings per Share
|
13,240,913
|
13,240,913
|
13,240,913
|
13,090,729
|
12,974,245
|
12,974,245
|
2017
|
2016
|
2015
|
2013
|
|||||||||||||||||
NIS
|
USD
|
NIS
|
NIS
|
NIS
|
||||||||||||||||
Working capital
|
374,981
|
108,157
|
347,222
|
352,437
|
325,926
|
|||||||||||||||
Total assets
|
436,922
|
126,023
|
411,471
|
415,150
|
395,048
|
|||||||||||||||
Short-term bank debt
|
-
|
-
|
-
|
16
|
18
|
|||||||||||||||
Shareholders' equity
|
415,581
|
119,868
|
391,004
|
399,712
|
365,843
|
|||||||||||||||
Capital stock
|
13,240,913
|
13,240,913
|
13,240,913
|
13,240,913
|
12,974,245
|
· |
varying regulatory restrictions on sales of our products to certain markets and unexpected changes in regulatory requirements;
|
· |
tariffs, customs, duties, quotas and other trade barriers;
|
· |
global or regional economic crises;
|
· |
difficulties in managing foreign operations and foreign distribution partners;
|
· |
longer payment cycles and problems in collecting accounts receivable;
|
· |
fluctuations in currency exchange rates;
|
· |
political risks;
|
· |
foreign exchange controls which may restrict or prohibit repatriation of funds;
|
· |
export and import restrictions or prohibitions, and delays from customs brokers or government agencies;
|
· |
seasonal reductions in business activity in certain parts of the world; and
|
· |
potentially adverse tax consequences.
|
· |
to promote the “Willi-Food” brand name and other brand names used by the Company (such as "Gold Frost" and "Tifeeret") and to increase market penetration of products through marketing efforts and advertising campaigns;
|
· |
to expand its current food product lines and diversify into additional product lines, as well as to respond to market demand ;
|
· |
to consider new fields of activity/operating segments; and
|
· |
to expand the Company's activity in the international food markets, mainly in the U.S. and Europe.
|
· |
Utilizing management’s expertise in identifying market demand and preferences, as well as its supplier sourcing abilities, the Company intends:
|
· |
to continue to locate, develop and distribute additional food products, some of which may be new to Israeli consumers;
|
· |
to penetrate new food segments within Israel through the establishment of food manufacturing factories or the establishment of business relationships and cooperation with existing Israeli food manufacturers;
|
· |
to increase its inventory levels from time to time both to achieve economies of scale on its purchases from suppliers and to more fully meet its customers’ demands;
|
· |
to further expand into international food markets, mainly in the U.S. and Europe, by purchasing food distribution companies, increasing cooperation with local existing distributors and/or exporting products directly to the customer; and
|
· |
to penetrate new markets through the establishment of business relationships and cooperation with representatives in such markets subject to a positive political climate.
|
· |
Canned Vegetables and Pickles: including mushrooms (whole and sliced), artichoke (hearts and bottoms), beans, asparagus, capers, corn kernels, baby corn, palm hearts, vine leaves (including vine leaves stuffed with rice), sour pickles, mixed pickled vegetables, pickled peppers, an assortment of olives, garlic, roasted eggplant sun and dried tomatoes. These products are imported primarily from China, Greece, Thailand, Turkey, India, and the Netherlands.
|
· |
Canned Fish: including tuna (in oil or water), sardines, anchovies, smoked and pressed cod liver, herring, fish paste and salmon. These products are primarily imported from the Philippines, Thailand, Greece, Germany and Sweden.
|
· |
Canned Fruit: including pineapple (sliced or pieces), peaches, apricots, pears, mangos, cherries, litchis and fruit cocktail. These products are primarily imported from China, Monaco, the Philippines, Thailand, Greece and Europe.
|
· |
Edible Oils: including olive oil, regular and enriched sunflower oil, soybean oil, corn oil and rapeseed oil. These products are primarily imported from Belgium, Turkey, Italy, the Netherlands and Spain.
|
· |
Dairy and Dairy Substitute Products: including hard and semi-hard cheeses (parmesan, edam, kashkaval, gouda, havarti, cheddar, pecorino, manchego, maasdam, rossiysky, iberico and emmental), molded cheeses (Brie, Camembert and Bloose), feta, Bulgarian cubes, goat cheese, fetina, butter, butter spreads, margarine, melted cheese, cheese alternatives, condensed milk, whipped cream and others. These products are primarily imported from Greece, France, Lithuania, Denmark, Germany, Italy and the Netherlands.
|
· |
Dried Fruit, Nuts and Beans: including figs, apricots and organic apricots, chestnuts organic chestnuts, sunflower seeds, sesame seeds, walnuts, pine nuts, cashews, banana chips, pistachios and peanuts. These products are primarily imported from Greece, Turkey, India, China, Thailand and the United States.
|
· |
Other Products: including, among others, instant noodle soup, frozen edamame soybeans, freeze dried instant coffee, bagels, breadstick, coffee creamers, lemon juice, halva, Turkish delight, cookies, vinegar, sweet pastry and crackers, sauces, corn flour, rice, rice sticks, pasta, organic pasta, spaghetti and noodles, breakfast cereals, corn flakes, rusks, rusks, tortilla, dried apples snacks, deserts (such as tiramisu and pastries) and light and alcoholic beverages. These products are primarily imported from the Netherlands, Germany, Italy, Greece, Belgium, the United States, Scandinavia, Switzerland, China, Thailand, Turkey, India, and South America.
|
· |
large retail supermarket chains, and
|
· |
small retail supermarket chains, and
|
· |
other custumers, including small private grocery shops, government institution, wholesalers,
restaurants
, hotels, hospitals and more.
|
Percentage of Total Sales
Year Ended December 31 |
||||||||
Customer Groups
|
2017
|
2016
|
||||||
large retail supermarket chains
|
50
|
%
|
49
|
%
|
||||
other custumers
|
50
|
%
|
51
|
%
|
||||
100
|
%
|
100
|
%
|
Subsidiary
|
Jurisdiction of Organization
|
Company's Ownership Interest
|
W.F.D. (import, marketing and trading) Ltd. ("WFD")
|
Israel
|
100%
|
B.H. W.F.I. Ltd. ("BHWFI")
|
Israel
|
100%
|
Gold Frost Ltd.
|
Israel
|
100%
|
Gold Frost subsidiaries:
|
||
Willi-Food Quality Cheeses Ltd.
|
Israel
|
100%
|
Gold Frost Cheeses World Ltd.
|
Israel
|
100%
|
Gold Cheeses Ltd.
|
Israel
|
100%
|
Cheeses Farm Ltd.
|
Israel
|
100%
|
1. |
Recognition of income
|
a. |
Sale of goods
|
· |
The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
|
· |
The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
|
· |
The amount of revenue can be measured reliably;
|
· |
It is probable that the economic benefits associated with the transaction will flow to the entity; and
|
· |
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
|
b. |
Customer returns and rebates
|
2. |
Useful lifespan of property, plant, and equipment
|
3. |
Employee benefits
|
Year Ended
December 31, 2017
|
Year Ended
December 31, 2016
|
|||||||
Revenues
|
311,978
|
100
|
%
|
|||||
Cost of Sales
|
237,645
|
76.2
|
%
|
|||||
Gross Profit
|
74,333
|
23.8
|
%
|
|||||
Selling Expenses
|
42,090
|
13.5
|
%
|
|||||
General and Administrative Expenses
|
15,839
|
5.1
|
%
|
|||||
Other Income
|
361
|
0.01
|
%
|
|||||
Operating profit
|
16,765
|
5.3
|
%
|
|||||
Financial Income (Loss), Net
|
14,168
|
4.5
|
%
|
|||||
Profit before taxes on income
|
30,933
|
9.9
|
%
|
|||||
Taxes on income
|
5,910
|
2
|
%
|
|||||
Net Income
|
25,023
|
8.0
|
%
|
Name
|
Age |
Position with the Company
|
Joseph Williger
|
61 |
Director, Co-Chairman of the Board
|
Zwi Williger
|
63
|
Director, Co-Chairman of the Board
|
Victor Bar(1)
|
53
|
Director
|
Sigal Grinboim (1)
|
52
|
External Director
|
Menashe Arnon (1)
|
77
|
External Director
|
Gil Hochboim
|
48
|
Director
|
David Donin (1)
|
61
|
Director
|
Michael Luboschitz
|
56
|
Chief Executive Officer
|
Amir Kaplan
|
38
|
Chief Financial Officer
|
(1)
|
Members of the Company’s Audit Committee
|
Name and Principal Position
|
Salary
(1)
|
Social benefits
(7)
|
Management
Fees
(2)
|
Bonus
(3)
|
Total
|
NIS Thousands
|
|||||
Joseph Williger (4)
Co-Chairman of the board and a director of Willi-Food
|
-
|
-
|
495
|
267
|
762
|
Iram Graiver
Former President of the Company and CEO of Willi-Food
|
506
|
122
|
-
|
-
|
628
|
Zwi Williger (4)
Co-Chairman of the board and a chairman of the board of Willi-Food
|
-
|
-
|
432
|
168
|
600
|
Tim Cranko (5)
Former CEO of the company and Willi-Food
|
353
|
83
|
-
|
-
|
436
|
Pavel Buber(6)
Former Chief Financial Officer and Secretary of the Company and Willi-Food
|
323
|
75
|
-
|
-
|
398
|
(1) |
The aggregate of gross monthly salaries or other payments with respect to the Company's Executive Officers and members of the Board of Directors for 2017 exclude social benefits and annual bonus.
|
(2) |
Management fees includes also tax gross-up payments.
|
(3) |
Annual profit-related bonuses for 2017 to Mr Zwi Williger
and Joseph Williger Represents annual bonuses granted to the Covered Executive based on formulas set forth in the Company's compensation policy approved by shareholders in October 2017 (the "Amended Compensation Policy") and the agreements with each of the Covered Executive.
|
(4) |
For additional information on Zwi Williger's and Joseph Williger's compensation arrangements with the Company, see - "Management Service Agreements" with Zwi Williger and Joseph Williger", below.
|
(5) |
Mr. Cranko served as CEO of the Company since july 6, 2017 until December 31, 2017
.
|
(6) |
Mr. Buber served as CFO of the Company since November 15, 2015 until July 18, 2017
|
(7) |
Social benefits including managers’ insurance, study fund, annual leave, recreation days, a vehicle cost, and mobile phone
|
· |
Salary –for the first six (6) months, gross monthly salary of NIS 50,000 (currently approximately USD 13,960) and after six (6) months gross monthly salary of NIS 55,000 (currently approximately USD 15,360) (“Monthly Payment”);
|
· |
Managers’ Insurance Policy - monthly payments to be made by the Company towards Mr. Cranko’s pension and compensation funds will be in accordance with Israeli law (currently approximately NIS 7500, or USD 2,100);
|
· |
Study Fund (‘Keren Hishtalmut’) - monthly payment to be made by the Company towards Mr. Cranko’s study fund will total 7.5% of the of the sum of the Monthly Payment (currently approximately NIS 3,750 or USD 1,050);
|
· |
Vehicle - Company will provide Mr. Cranko with a leased vehicle, the value of which will not exceed the amount of NIS 250,000 (currently approximately USD 69,800). The Company will cover all the operating expenses of the Company car (excluding fines). Mr. Cranko will bear all related tax (known in Hebrew as ‘Shovi Rechev’);
|
· |
Vacation Days - 22 vacation days per year, during which Mr. Cranko will not provide services to the Company;
|
· | Convalescence and Illness - in accordance with applicable Israeli law; and |
· |
Profit Related Bonus - an annual bonus determined according to measurable quantitative criteria (the “Measurable Bonus
”).
|
· |
Equity based compensation - in the event the Company will decide to grant equity-based compensation, the Company may grant Mr. Cranko Company securities as determined by the Company’s organs and subject to the receipt of all approvals required by the applicable law.
|
· |
Termination, Notice Period and Retirement Term -
|
· |
Each of the Company and Mr. Cranko may terminate Mr. Cranko’s employment at any time, and for any reason, by prior written notice of:
|
· |
The Company may terminate Mr. Cranko’s employment immediately, without any advance notice or obligation to pay any sum as would have been payable to Mr. Cranko in respect of the Notice Period (including retirement grant), if termination is for cause.
|
· |
Mr. Cranko will be included in the D&O insurance policy available to the Company and its subsidiaries under the same terms as other officers of the Company, and he will be entitled to an exemption and indemnification letter, which is identical to the form of exemption and indemnification that was approved by the General Meeting of Shareholders on July 20, 2005 for all directors and officers.
|
· |
Monthly service fees of NIS 78,000 (currently approximately USD 22,498) (excluding VAT).
|
· |
Profit Related Bonus - an annual bonus determined according to measureable quantitative criteria (the “Measureable Bonus
”).
|
· |
Equity based compensation - in the event the Company will decide to grant equity-based compensation, the Company may grant Mr. Luboschitz Company securities as determined by the Company’s organs and subject to the receipt of all approvals required by the applicable law.
|
· |
Termination, Notice Period and Retirement Term -
|
· |
The Company may terminate Mr. Luboschitz’s employment immediately, without any advance notice or obligation to pay any sum as would have been payable to Mr. Luboschitz in respect of the Notice Period (including retirement grant), if termination is for cause’.
|
· |
Mr. Luboschitz will be included in the D&O insurance policy available to the Company and its subsidiaries under the same terms as other officers of the Company, and he will be entitled to an exemption and indemnification letter, which is identical to the form of exemption and indemnification that was approved by the General Meeting of Shareholders on July 20, 2005 for all directors and officers.
|
· |
chairman of the board of directors;
|
· |
controlling shareholder or his relative;
|
· |
any director employed by or who provides services to the company on a regular basis.
|
· |
any director employed by the controlling shareholder or by any corporation controlled by the controlling shareholder or who provides services to the controlling shareholder on a regular basis; and
|
· |
any director who principal livelihood comes from the controlling shareholder.
|
1) |
to recommend to the board of directors the compensation policy for the company's Office Holders to be adopted by the company and to recommend to the board of directors, once every three years, regarding any extension or modifications of the current compensation policy that had been approved for a period of more than three years;
|
2) |
from time to time to recommend to the board of directors any updates required to the compensation policy and examine the implementation thereof;
|
3) |
to determine, with respect to the company's Office Holders, whether to approve their terms of office and employment in situations that require the approval of the compensation committee in accordance with the Companies Law; and
|
4) |
in certain situations, described in the Companies Law, to determine whether to exempt the approval of terms of office of the CEO of the company from the requirement to obtain shareholder approval.
|
1) |
the compensation committee and the board of directors have taken into consideration the mandatory considerations and criteria which are specified in the Companies Law for a compensation policy and the respective employment terms include such mandatory considerations and criteria; and
|
2) |
the company's shareholders approved such terms of employment, subject to a special majority requirement.
|
1) |
both the compensation committee and the board of directors re-discussed the transaction and decided to approve it despite the shareholders' objection, based on detailed reasons; and
|
2) |
the company is not a "Public Pyramid Held Company", which is a public company controlled by another public company (including by a company that only issued debentures to the public), which is also controlled by another public company (including a company that only issued debentures to the public) that has a controlling shareholder.
|
· |
extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and
|
· |
the terms of an engagement by the company, directly or indirectly, with a controlling shareholder or a controlling shareholder’s relative (including through a corporation controlled by a controlling shareholder), regarding the company’s receipt of services from the controlling shareholder, and if such controlling shareholder is also an office holder of the company, regarding his or her terms of employment.
|
· |
the majority of the shares of the voting shareholders who have no personal interest in the transaction must vote in favor of the proposal (shares held by abstaining shareholders shall not be considered); or
|
· |
the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not represent more than 2% of the aggregate voting rights in the company.
|
1) |
such majority includes a majority of the total votes of shareholders who have no personal interest in the approval of the transaction and who participate in the voting, in person, by proxy or by written ballot, at the meeting (abstentions not taken into account); or
|
2) |
the total number of votes of shareholders mentioned above that vote the transaction do not represent more than 2% of the total voting rights in the company.
|
· |
any amendment to the articles of association;
|
· |
an increase in the company’s authorized share capital;
|
· |
a merger; or
|
· |
approval of related party transactions that require shareholder approval.
|
Name and Address
|
Number of
Ordinary Shares Beneficially Owned |
Percentage of Ordinary Shares
|
||||||
Willi-Food Investments Ltd. (1)
|
8,200,542
|
61.93
|
%
|
|||||
B.S.D. Crown Ltd. (2)
|
8,971,617
|
67.76
|
%
|
|||||
Joseph and Zwi Williger (3) (4)
|
8,971,617
|
67.76
|
%
|
|||||
Brian Gaines (5)
|
1,289,005
|
9.73
|
%
|
(1)
|
Willi-Food’s securities are traded on the Tel Aviv Stock Exchange. The principal executive offices of Willi-Food are located at 4 Nahal Harif St., Northern Industrial Zone, Yavne, 8122216 Israel.
|
(2)
|
Includes (i) 8,200,542 Ordinary Shares held by Willi-Food, and (ii) 771,075 Ordinary Shares held by B.S.D. Crown Ltd. ("BSD"). Willi-Food is controlled by its majority shareholder, BSD, and BSD may be deemed to beneficially own all of the shares owned by Willi-Food.
|
(3)
|
Willi-Food is controlled by its majority shareholder, BSD, which directly owns 771,075 Ordinary Shares of the Company. BSD is controlled by Joseph Williger, who owns through YMDHI (a company held 100% by him) 18.18% of BSD's outstanding shares (excluding dormant shares), and owns through YWMI (a company held 100% by him) 9.02% of BSD's outstanding shares (excluding dormant shares), and collectively 27.20% of BSD's outstanding shares (excluding dormant shares) and holds the right to vote those shares. In addition, Zwi Williger owns 12.02% of BSD's outstanding shares (excluding dormant shares) and holds the right to vote those shares, which if combined with Joseph Williger holdings', constitutes a 39.22% holdings of BSD. In addition, Joseph Williger owns directly 12,000 Ordinary shares of the Company, and Zwi Williger owns directly 183,995 ordinary shares of the Company. Accordingly, Joseph Williger and Zwi Williger may each be deemed to beneficially own 9,167,612 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by Willi-Food, 771,075 Ordinary Shares held directly by BSD, 12,000 shares held directly by Joseph Williger and 183,995 shares held by Zwi Williger), or approximately 69.23% of the outstanding Ordinary Shares.
Based on a Schedule 13D filed on August 3, 2017,
Joseph Williger and Zwi Williger may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act
; however
, Zwi Williger and Joseph Williger have not acted in concert in connection with the transactions described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in BSD
, and they disclaim the existence of any such group
.
|
(4) |
Based on information provided to us, all of the Company's directors and officers as a group hold 9,167,612 Ordinary Shares representing 69.35% of our total shares outstanding.
|
(5)
|
Based on a Schedule 13G filed February 13, 2018, this amount consists of 1,120,455 Ordinary Shares (representing 8.46% of our total shares outstanding) directly held by Springhouse Capital (Master), L.P. (the "Fund"), and 128,959 Ordinary Shares owned by Mr. Gaines for his own account and an additional 39,951 Ordinary Shares held by immediate family members in accounts Mr. Gaines controls, and that Mr. Gaines may be deemed to beneficially own(in total representing 1.27% of our total shares outstanding). Mr. Gaines serves as managing member of Springhouse Capital Management G.P., LLC ("Springhouse") and as a director of Springhouse Asset Management, Ltd. (the "General Partner") and, as a result, may be deemed to beneficially own shares owned by the Fund. Springhouse is the general partner of Springhouse Capital Management, L.P. ("Management") and, as a result, may be deemed to beneficially own shares owned by the Fund. Management is the investment manager of the Fund and as a result, may be deemed to beneficially own shares owned by the Fund. The General Partner is the general partner of the Fund, and, as a result, may be deemed to beneficially own shares owned by the Fund.
|
· |
If Israel 18 does not transfer to the Trustee all of the powers of attorney necessary in order to vote the shares of BSD under its ownership, within the agreed time frame, and will not give the possibility to use these voting rights, such breach which will give Ta'aman the right to sell NewCo’s entire shareholdings and exercise all securities provided to Ta'aman under the loan agreement.
|
· |
If Israel 18 will not be able to transfer to the Trustee's account, within 18 months following the execution of the MOU, all of the Israel 18 Holdings that are not shares which cannot be used due to restrictions under the lawsuit of BSD against Israel 18.
|
· |
If Israel 18 will not be able to release the entire holdings in the Companies from the restrictions imposed by BSD’s lawsuit, within a period of 36 months.
|
· |
If a final judgment is given in BSD’s lawsuit, Israel 18 is required to pay the entire amount as determined in favor of BSD. If Israel 18 does not pay such amount, Ta'aman can pay the debt instead of Israel 18, whereas in order to pay this debt, the entire Israel 18 Holdings will be appraised at USD 10 million.
|
· |
Israel 18 will have a period of 30 days to correct any violation of the MOU as stated above.
|
· |
Any payment not within ordinary course of business.
|
· |
Any loan, fundraising, expansion of company debt that is not within ordinary course of business.
|
· |
Providing any loan, credit, collateral or indemnification.
|
· |
Announcement of any payment of dividend or any other distribution, and any adoption, amendment, implementation or cancellation of any distribution policy.
|
· |
Any filing, settlement or cancellation of any legal proceeding or administrative proceeding regarding the companies in the group, including the liabilities or claim of any one of the companies.
|
· |
A settlement or pledging of any of NewCo’s assets or the assets of any of the other companies in the group.
|
· |
Acquisitions.
|
· |
Increase or dilution of company capital.
|
· |
Appointment of legal advisors and auditors for the companies in the group.
|
|
·
|
During the period between execution of the Termination Agreement and the Termination Date, and upon the appointment of any successor, Messrs. Zwi and Joseph Williger will make their best efforts to accommodate a smooth transition to the successor appointed in their stead pursuant to the provisions of the Termination Agreement to manage the core business of the Company, including but not limited to handing over all contact information, agreements and details being required with regard to the Company customers and suppliers, in addition to making their best efforts for the continuation of the relationship with such customers and suppliers;
|
|
·
|
Messrs. Zwi and Joseph Williger are restricted from competing with the Company, either directly or indirectly, for a period of 12 months commencing upon expiration of the Notice Period, subject to exceptions as set out in the Termination Agreement;
|
|
·
|
Subject to the full and timely satisfaction of all of the Company's undertakings and obligations set forth in the Termination Agreement, each of Mr. Zwi Williger, Mr. Joseph Williger and the Williger Management Companies, irrevocably waives, completely releases and forever discharges the Company and its shareholders (includes the Company's controlling shareholders), subsidiaries, affiliates, officers, directors, and others from any and all claims, rights, demands, actions, obligations and causes of action, known or unknown, which they directly or through the Company may now have or may have against such party, including but without limitation also with regard to that certain agreement dated March 2, 2014, by and among B.S.D Crown Ltd., the Williger Management Companies, Y.M. Dekel-Holdings and Investments Ltd., and Mr. Joseph Williger, subject to exceptions as set out in the Termination Agreement (the "Willifood Controlling Stake Purchase Agreement");
|
|
·
|
Subject to the full and timely satisfaction of all of Mr. Zwi Williger, Mr. Joseph Williger and the Williger Management Companies undertakings and obligations set forth in the Termination Agreement and subject to the restrictions, limitations and consents required under any law, regulation including that of the Israeli Companies Law, the Company irrevocably waives, completely releases and forever discharges Mr. Zwi Williger, Mr. Joseph Williger and the Williger Management Companies from any and all claims, rights, demands, actions, obligations and causes of action, known or unknown, which they may now have or may have against such party, subject to exceptions as set out in the Termination Agreement (the "Waiver"); and
|
|
·
|
The Company shall maintain the effectiveness and validity of its D&O insurance policy in a scope and with coverage at least equal to those existing under the current D&O insurance policy, for a period of at least seven years following the Termination Date, or will purchase run–off insurance coverage with respect to the liability of Mr. Zwi Williger and Mr. Joseph Williger as directors and officers of the Company, subject to the restrictions and consents required under the law.
|
|
·
|
The payment of a retirement bonus in the amount of NIS 1,670 thousand (excluding VAT) (approximately USD 428 thousand) to each of the Williger Management Companies;
|
|
·
|
The payment of an Annual Bonus (for 2015 and 2016) in the amount of NIS 2,000 thousand (excluding VAT) (approximately USD 513 thousand) to each of the Williger Management Companies;
|
|
·
|
The acceleration of the Retirement Payments to the later of December 31, 2015 or three business days following shareholder approval;
|
|
·
|
The purchase of run–off insurance coverage with respect to the liability of Mr. Zwi Williger and Mr. Joseph Williger as directors and officers of the Company (as detailed in section 7 of the Termination Agreement); and
|
|
·
|
Obtaining the Waiver.
|
(1) |
On July 23, 2017, Mr. Iram Graiver, former CEO of the Company and Willi-Food (hereinafter - “Mr. Graiver”) filed a lawsuit to the Regional Labor Court in Tel Aviv Jaffa (hereinafter - “the Labor Court”) claiming payment of social rights and different compensations at the total amount of NIS 2,377,305 (USD 686 thousand). On November 26, 2017, the Company filed a statement of defense. On July 27, 2017, the company filed a lawsuit to the Labor Court against Mr. Graiver, demanding that he repays funds that he has taken unlawfully from the Company, amounting to NIS 1,694,325. According to the Company, throughout his term of employment as an office holder in the Company, the defendant has unlawfully taken from the company salary, bonus in respect of 2016 and reimbursement of expenses. According to the Company, Mr. Graiver has done so while breaching his fiduciary duty and his duty of care towards the Company as well as the cogent provisions of the Companies Law, 5759-1999, whereby it is mandatory that payments of the type taken from the Company by Mr. Graiver are approved by the General Meeting of the Company’s shareholders; according to the Company, Mr. Graiver has not obtained such an approval. On November 26, 2017, Mr. Graiver filed a statement of defense. On November 2, 2017, a resolution was issued to join the hearings pertaining to the two proceedings described above. A preliminary hearing was held on March 7, 2018. Mr. Graiver and the Company are expected to provide their documents disclosure affidavits on May 8, 2018. At this preliminary stage of the proceedings, it is not yet possible to assess the result of the proceedings.
|
(2) |
In January 2015, a lawsuit was lodged in the court of first instance in Valencia, Spain against Gold Frost Ltd. (hereinafter – “Gold Frost”) and against the Company (hereinafter – “the Companies”) by a Spanish food manufacturer (hereinafter – “the Plaintiff”), with whom the Companies entered into an agreement for the production of Kosher food products in Spain and for the sale of these products by Gold Frost. The lawsuit was lodged in connection with a financial dispute in respect of a debt which was allegedly not paid to the Plaintiff; the Plaintiff also demands that the Companies compensate it for products it had produced and which, according to the statement of claim, were not collected by the Companies, and as a result the Plaintiff had to destroy them.
|
(3) |
In December 2013, December 2014 and April 2016, the Company was served with lawsuits and motions to certify them as class action lawsuits in accordance with the Israeli Class Action Claims Law, 5766 – 2006, whose subject matter and cause of action, according to what is claimed, is the improper marketing of products which the Company imports and sells in a manner which allegedly misleads the consumers. The class which the petitioning plaintiffs wish to represent is every resident of Israel who purchased the above-mentioned Company products. The amount of the lawsuits, if successful, is estimated by the plaintiffs in approximately NIS 40 million. On September 23, 2016, the parties submitted a stipulation of discontinuance, thereby ending the litigation.
|
(4) |
A lawsuit and a motion to approve it as class action was filed on July 5, 2017, against Willi-Food to the Central District Court for allegedly not complying with the food labelling regulations in connection with one of its products and thereby misleading consumers. The amount specified in the lawsuit is NIS 4 million. The Company and the plaintiff reached a settlement agreement whereby the plaintiff will withdraw the lawsuit and it will be stricken out at a cost which is immaterial to the Company. On November 23, 2017, the Court approved the compromise, thereby ending the litigation.
|
(5) |
A lawsuit and a motion to approve it as class action was filed on July 23, 2017, against Willi-Food and against two other companies to the Central District Court for allegedly not complying with the food labelling regulations in connection with one of its products and thereby misleading consumers. The amounts specified in the lawsuit is NIS 3 million (and no specific amount was attributed to any of the defendants), since according to the plaintiff, he does not have any data regarding the scope of marketing of the product, which is the subject matter of the motion. The Company and the plaintiff reached a settlement agreement whereby the plaintiff will withdraw the lawsuit and it will be stricken out without consideration. On November 24, 2017, the Court approved the settlement agreement, thereby ending the litigation.
|
(6) |
In October 2013, the Company filed a lawsuit in the Magistrate Court in Rishon Letziyon against the Customs and VAT Division of the State of Israel in which it sought a declaratory judgment in order to cancel a charge notice issued by the Central Customs Office to the Company (hereinafter in this subsection – the "Charge Notice"). In the Charge Notice, it was claimed that the Company did not add costs which it defrayed for kosher certification for the food products to the value for tax purposes of shipments of foodstuffs that it imported. The customs amount demanded in the Charge Notice related to seven years prior to such Charge Notice and was for a total amount of approximately NIS 150,000. According to legal advisors, the Company has a marginal chance of canceling the fine, and therefore a partial provision has been made in the Company's financial statements. In June 2014 and August 2015, an Israeli District Court denied appeals in similar cases by other food products companies. On December 2, 2015, the Israeli Supreme Court denied motions to appeal those District Court decisions, thus confirming those judgments. In light of this, the chances that the Company's lawsuit will succeed appear to be very low, and the Company reached an agreement with the Tax Authority that its lawsuit would be withdrawn without order for costs. The Company recognized expenditures with respect to the costs of kosher certification in the amount of approximately NIS 0.6 million in its 2015 financial statements. On February 2, 2016, the Company paid the entire shortfall amount including interest, linkage, and VAT, in an amount of approximately NIS 0.8 million.
|
(7) |
On November 14, 2016, Green Cola Hellas S.A. (in this section - the “Plaintiff”) filed a claim against the Company in the Magistrates Court of Kfar Saba as a summary proceeding. The claim alleges breach of contract by the Company, in that, according to the Plaintiff, the Company failed to pay consideration for products provided to it by the Plaintiff. The amount of the claim is NIS 201,025. On June 6, 2017, the court approved a settlement reached by the Company and the Plaintiff in which the Company paid to the Plaintiff an immaterial amount.
|
(8) |
On February 17, 2016, a search was conducted in the offices of the Company, Willi-Food, BSD, and BGI (collectively, the “Group”) by the Israeli Securities Authority (the “ISA”), during which various documents and computers were taken from the Group's offices ("the Investigation"). A number of executives in the Group were investigated by the ISA, and Mr. Gurtovoy, a former member of the Company's board of directors and the Company's former indirect controlling shareholder, was detained for interrogation by the ISA for three days, after which he was placed under house arrest for a period of two weeks (which has since ended) on the suspicion of crimes of fraudulent acquisitions under aggravating circumstances, falsifying corporate documents, fraud, breach of fiduciary duty in a corporation, money laundering, and misleading reporting. On February 18, 2016, the trade of the Company's ordinary shares was halted by Nasdaq following announcement by the Company of the ISA investigation. To the best knowledge of the Company's management, the investigation by the ISA relates to an investment of approximately USD 3 million (the “Investment”) made during January 2016 in the form of bonds of a European company (the "Issuer") which allegedly served as a collateral to a loan obtained by Mr. Gurovoy or another individual, and which was unrelated to the Company's operations. The Investment was carried out by B.H.W.F.I Ltd., a wholly owned subsidiary of the Company (“BHWFI”), pursuant to subscription forms to purchase 300 bonds (225 actually purchased) with a nominal value of USD 10,000 each (“Subscription Forms”). The Bonds bear an annual interest rate of 6%, payable semi-annually on September 30 and December 31 of each year as of the issue date until the final maturity date of December 31, 2018. The issuer has the right to repay the Bonds with prior notice of 30 days without penalty. Trading of the Company's ordinary shares on the Nasdaq Capital Market resumed on April 7, 2016. On June 30, 2016, the Issuer paid the first interest on account of the bond actually purchased by BHFWI in accordance with the terms thereof. On December 30, 2016, BHWFI and the Issuer signed an agreement (the “Agreement”) for an early redemption of the bonds for a total of USD 1.8 million that was to be paid by February 15, 2017. Similarly, as part of the terms of the Agreement, the Issuer waived all its claims against BHWFI, including an alleged obligation to make an additional investment in bonds up to an aggregate amount of USD 5 million (as stated above, an amount of USD 2.25 million was invested in the past). On March 21, 2017, a first payment in the amount of USD 200 thousand was received by the Company. Due to an uncertainty related to the collection of the remaining USD 1.6 million debt, the Company made a non-cash provision in the amount of the unpaid debt as of December 31, 2016. On July 6, 2017, a second payment in the amount of USD 400 thousand was received by the Company. On March 26, 2018, a third payment in the amount of USD 1,145 thousand was received by the Company. On January 15, 2018 the District Attorney's Office (Taxation and Economics) has submitted an indictment against Mr. Alexander Granovskyi and Mr. Gregory Gurtovoy, former (indirect) controlling shareholders and officers of Willi-Food and of companies under Willi-Food's control, and against Joseph Schneerson, former director of Willi-Food and of companies under Willi-Food's control (collectively, the "Defendants"). The Defendants are accused of offenses under the Israeli Securities Law and the Israeli Penal Law, including reporting offenses, fraudulent receipt, false registration in corporate documents, offenses by managers and employees in the corporation, fraud and breach of trust in the corporation and money laundering.
|
(9) |
On February 29, 2016, Willi-Food was served with a lawsuit and a motion to certify a class action (securities class action) which was filed in the U.S., in the Federal District Court for the Southern District of New York, by a shareholder who claims to own shares of Willi Food (the "Plaintiff"). The class action was filed against Willi Food, Mr Gurtovoy, the chairman of the Company's and Willi Food's Boards of Directors, and the Company's ultimate controlling shareholder, and some of the past and present officers (hereinafter, jointly: the "Defendants"). The lawsuit demands compensation for alleged damages incurred by the Plaintiff as a result of a violation of Federal securities laws and other laws by the Defendants during the period between April 30, 2014 and February 18, 2016. In light of the early stage of the lawsuit, the Company cannot, based on the position of its legal advisors, evaluate the risk involved and therefore no provision has been made in the financial statements with respect to the aforesaid lawsuit. On September 23, 2016, the lead Plaintiff signed a request to file a stipulation dismissing the lawsuit without any cost for the Company. The request was approved by the court.
|
Calendar Period
|
Ordinary Shares
|
|||||||
High | Low | |||||||
2018 | ||||||||
First Quarter
|
7.25
|
6.66
|
||||||
Second Quarter (through April 26, 2018)
|
7.10
|
6.71
|
||||||
2017
|
7.65
|
5.7 | ||||||
Second Quarter
|
6.76
|
5.63
|
||||||
First Quarter
|
7.65
|
5.70
|
||||||
Third Quarter
|
7.63
|
5.65
|
||||||
Fourth Quarter
|
7.19
|
5.36
|
||||||
2016
|
5.91
|
3.22
|
||||||
First Quarter
(*)
|
4.08
|
3.43
|
||||||
Second Quarter
|
4.43
|
3.22
|
||||||
Third Quarter
|
5.49
|
3.75
|
||||||
Fourth Quarter
|
5.91
|
4.60
|
||||||
2015
|
7.00
|
3.28
|
||||||
2014
|
8.83
|
6.12
|
||||||
2013
|
8.40
|
4.91
|
||||||
April 2018 (through April 26, 2018)
|
7.10
|
6.70
|
||||||
March 2018
|
7.23
|
6.72
|
||||||
February 2018
|
7.25
|
6.67
|
||||||
January 2018
|
7.23
|
6.66
|
||||||
December 2017
|
7.19
|
6.4
|
||||||
November 2017
|
6.75
|
5.37
|
||||||
October 2017
|
6.32
|
5.36
|
• |
financial institutions or insurance companies;
|
• |
real estate investment trusts, regulated investment companies or grantor trusts;
|
• |
dealers or traders in securities or currencies;
|
• |
tax-exempt entities;
|
• |
certain former citizens or long-term residents of the United States;
|
• |
persons that received our shares as compensation for the performance of services;
|
• |
persons that will hold our shares as part of a “hedging” or “conversion” transaction or as a position in a “straddle” for United States federal income tax purposes;
|
• |
holders that will hold our shares through a partnership or other pass-through entity;
|
• |
U.S. Holders (as defined below) whose “functional currency” is not the U.S. Dollar; or
|
• |
holders that own directly, indirectly or through attribution 10.0% or more, of the voting power or value, of our shares.
|
• |
a citizen or resident of the United States;
|
• |
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;
|
• |
an estate the income of which is subject to United States federal income taxation regardless of its source; or
|
• |
a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.
|
• |
such gain is effectively connected with your conduct of a trade or business in the United States; or
|
• |
you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.
|
• |
at least 75% of its gross income is “passive income”; or
|
• |
at least 50% of the average value of its gross assets (which may be determined, in part, by the market value of our ordinary shares, which is subject to change) is attributable to assets that produce “passive income” or are held for the production of passive income.
|
Gain (loss) from exchange rate change NIS thousands
|
Fair net NIS thousands
|
Gain (loss) from exchange rate change NIS thousands
|
||||||||||||||||||
Change in exchange rate USD
|
(10
|
)%
|
(5
|
)%
|
|
5
|
%
|
10
|
%
|
|||||||||||
(3,212
|
) |
(1,606
|
) |
32,120
|
1,606
|
3,212
|
||||||||||||||
Change in exchange rate EURO
|
(10
|
)%
|
(5
|
)%
|
|
5
|
%
|
10
|
%
|
|||||||||||
227
|
113
|
(2,269
|
) |
(113
|
) |
(227
|
) |
Gain (loss) from interest change NIS thousands
|
Fair value NIS thousands
|
Gain (loss) from interest change NIS thousands
|
||||||||||||||||||
Change in Interest as % of interest rate
|
(10
|
)%
|
(5
|
)%
|
5
|
%
|
10
|
%
|
||||||||||||
Increase\decrease in financial Income
|
(5,773
|
)
|
(2,887
|
)
|
57,734
|
2,887
|
5,773
|
· |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
· |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
· |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
NIS 2017
|
NIS 2016
|
USD 2017
|
USD 2016
|
|||||||||||||
Audit Fees (1)
|
345,000
|
330,000
|
99,509
|
95,183
|
||||||||||||
Tax Fees (2)
|
-
|
-
|
-
|
-
|
||||||||||||
TOTAL
|
345,000
|
330,000
|
99,509
|
95,183
|
· |
Executive Sessions
– Under Nasdaq rules, U.S. domestic listed companies, must have a regularly scheduled meeting at which only independent directors are present. We do not have such executive sessions.
|
· |
Compensation of Officers
-
Under Nasdaq rules, the Company must adopt a
formal written compensation committee charter
addressing the scope of the compensation committee's responsibilities
, including structure, processes and membership requirements, among others
. We do not have such a formal written charter.
|
· |
Nominations of Directors
-
Under Nasdaq rules, U.S. domestic listed companies, must have a
nominations committee comprised solely of independent directors and must have director nominees selected or recommended by a majority of its independent directors.
Our directors are not nominated in this manner.
|
· |
Nominations Committee Charter or Board Resolution -
Under Nasdaq rules, U.S. domestic listed companies, must
adopt a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws.
We do not have such a formal written charter or board resolution.
|
· |
Quorum -
Under Nasdaq rules, U.S. domestic listed company's
by-laws provide for a quorum of at least 33 1/3 percent of the outstanding shares of the company’s common voting stock. According to our articles our quorum should be at least 25 percent of the outstanding shares of our common voting stock.
|
· |
Review of Related Party Transactions:
Under Nasdaq Listing Rules, domestic listed companies must conduct an appropriate review and oversight of all related party transactions for potential conflict of interest situations on an ongoing basis by the company’s audit committee or another independent body of the board of directors. Although Israeli law requires us to conduct an appropriate review and maintain oversight of all related-party transactions similar to the Nasdaq Listing Rules, we follow the definitions and requirements of the Companies Law in determining the kind of approval required for a related-party transaction, which tend to be more rigorous than the Nasdaq Listing Rules.
|
· |
Shareholder Approval of Certain Equity Compensation
: Under Nasdaq Listing Rules, shareholder approval is required prior to an issuance of securities in connection with equity-based compensation of officers, directors, employees or consultants. The Company has indicated that it will receive shareholder approval as required by Israeli law, including upon issuance of options to directors or to controlling shareholders.
|
Exhibit
Number
|
Description
|
1.2 | |
2.1
|
Specimen of Certificate for ordinary shares (1)
|
|
|
†
|
English translations from Hebrew original.
|
(1)
|
Incorporated by reference to the Company’s Registration Statement on Form F-1, File No. 333-6314.
|
(2)
|
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005.
|
(3)
|
Incorporated by reference to the Company’s Registration Statement on Form F-3, File No. 333-138200.
|
(4)
|
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013.
|
(*)
|
Filed Herewith
|
Page
|
|
F- 2
|
|
Financial Statements:
|
|
F - 3 - F - 4
|
|
F - 5
|
|
F - 6
|
|
F - 7
|
|
F - 8 - F - 9
|
|
F - 10 - F - 60
|
|
December 31,
|
||||||||||||||||
Note
|
2 0 1 7
|
2 0 1 6
|
2 0 1 7 (*)
|
|
||||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||||||
Assets
|
||||||||||||||||
Current assets
|
||||||||||||||||
Cash and cash equivalents
|
4a
|
|
113,062
|
129,577
|
32,611
|
|||||||||||
Financial assets at fair value through profit or loss
|
4b
|
|
143,514
|
104,921
|
41,394
|
|||||||||||
Trade receivables
|
4c
|
|
85,943
|
80,227
|
24,789
|
|||||||||||
Other receivables and prepaid expenses
|
4d
|
|
5,996
|
4,795
|
1,729
|
|||||||||||
Inventories
|
4e
|
|
39,899
|
41,877
|
11,508
|
|||||||||||
Current tax assets
|
6,760
|
5,443
|
1,951
|
|||||||||||||
Total current assets
|
395,174
|
366,840
|
113,982
|
|||||||||||||
Non-current assets
|
||||||||||||||||
Property, plant and equipment
|
78,598
|
77,204
|
22,670
|
|||||||||||||
Less -accumulated depreciation
|
37,389
|
34,963
|
10,784
|
|||||||||||||
6
|
41,209
|
42,241
|
11,886
|
|||||||||||||
Goodwill
|
7
|
36
|
36
|
10
|
||||||||||||
Deferred taxes
|
11c
|
503
|
2,354
|
145
|
||||||||||||
Total non-current assets
|
41,748
|
44,631
|
12,041
|
|||||||||||||
Total assets
|
436,922
|
411,471
|
126,023
|
December 31,
|
||||||||||||||||
Note
|
2 0 1 7
|
2 0 1 6
|
2 0 1 7 (*)
|
|
||||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||||||
Equity and liabilities
|
||||||||||||||||
Current liabilities
|
||||||||||||||||
Trade payables
|
8a
|
|
12,800
|
14,832
|
3,692
|
|||||||||||
Employees Benefits
|
10b
|
|
2,147
|
2,253
|
619
|
|||||||||||
Other payables and accrued expenses
|
8b
|
|
5,246
|
2,533
|
1,514
|
|||||||||||
Total current liabilities
|
20,193
|
19,618
|
5,825
|
|||||||||||||
Non-current liabilities
|
||||||||||||||||
Retirement benefit obligation
|
10b
|
|
1,148
|
849
|
331
|
|||||||||||
Total non-current liabilities
|
1,148
|
849
|
331
|
|||||||||||||
Shareholders' equity
|
13
|
|||||||||||||||
Share capital
|
1,425
|
1,425
|
411
|
|||||||||||||
Additional paid in capital
|
128,354
|
128,354
|
37,022
|
|||||||||||||
Capital fund
|
247
|
247
|
71
|
|||||||||||||
Retained earnings
|
286,509
|
261,486
|
82,639
|
|||||||||||||
Capital Fund measurement of the net liability in respect of defined benefit
|
(954
|
)
|
(508
|
)
|
(275
|
)
|
||||||||||
Equity attributable to Shareholders' of the Company
|
415,581
|
391,004
|
119,868
|
|||||||||||||
Total equity and liabilities
|
436,922
|
411,471
|
126,024
|
Year ended December 31,
|
||||||||||||||||||||
Note
|
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7 (*)
|
|
|||||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||||||
Revenue
|
15a
|
|
311,978
|
294,202
|
312,514
|
89,985
|
||||||||||||||
Cost of sales
|
15b
|
|
237,645
|
217,585
|
237,452
|
68,545
|
||||||||||||||
Gross profit
|
74,333
|
76,617
|
75,062
|
21,440
|
||||||||||||||||
Operating costs and expenses
|
||||||||||||||||||||
Selling expenses
|
15c
|
|
42,090
|
39,405
|
37,294
|
12,140
|
||||||||||||||
General and administrative expenses
|
15d
|
|
15,839
|
14,577
|
32,925
|
4,569
|
||||||||||||||
Other Income
|
16
|
(361
|
)
|
(112
|
)
|
(2,182
|
)
|
(104
|
)
|
|||||||||||
57,568
|
53,870
|
68,037
|
16,605
|
|||||||||||||||||
Operating profit
|
16,765
|
22,747
|
7,025
|
4,835
|
||||||||||||||||
Finance Income
|
17a
|
|
17,937
|
(3,425
|
)
|
3,363
|
5,173
|
|||||||||||||
Finance expense
|
17b
|
|
3,769
|
3,143
|
978
|
1,087
|
||||||||||||||
Finance Income, net
|
14,168
|
(6,568
|
)
|
2,385
|
4,086
|
|||||||||||||||
Profit before taxes on Income
|
30,933
|
16,179
|
9,410
|
8,921
|
||||||||||||||||
Taxes on Income
|
11a
|
|
(5,910
|
)
|
(5,327
|
)
|
(2,566
|
)
|
(1,705
|
)
|
||||||||||
Net Income
|
25,023
|
10,852
|
6,844
|
7,216
|
||||||||||||||||
Earnings per share
:
|
||||||||||||||||||||
Basic earnings per share
|
1.89
|
0.82
|
0.52
|
0.54
|
||||||||||||||||
Diluted earnings per share
|
1.89
|
0.82
|
0.52
|
0.54
|
||||||||||||||||
Shares used in computation of basic EPS
|
13,240,913
|
13,240,913
|
13,090,729
|
13,240,913
|
||||||||||||||||
Shares used in computation of diluted EPS
|
13,240,913
|
13,240,913
|
13,090,729
|
13,240,913
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7 (*)
|
|
||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Net Income
|
25,023
|
10,852
|
6,844
|
7,216
|
||||||||||||
Other comprehensive Income (Expenses)
|
||||||||||||||||
Re-measurement of net liabilities with respect to a defined benefit which will not be classified in the future as profit or loss, net of tax
|
(446
|
)
|
(311
|
)
|
(140
|
)
|
(129
|
)
|
||||||||
Other comprehensive Income for the year
|
(446
|
)
|
(311
|
)
|
(140
|
)
|
(129
|
)
|
||||||||
Total comprehensive Income for the year
|
24,577
|
10,541
|
6,704
|
7,087
|
Share capital
|
Additional paid in capital
|
Measurement of the net liability in respect of defined benefit
|
Capital fund
|
Retained earnings
|
Total shareholders' equity
|
|||||||||||||||||||
Balance - January 1, 2015
|
1,407
|
121,430
|
(57
|
)
|
247
|
263,039
|
386,066
|
|||||||||||||||||
Profit for the year
|
-
|
-
|
-
|
-
|
6,844
|
6,844
|
||||||||||||||||||
Measurement of the net liability in respect of defined benefit
|
-
|
-
|
(140
|
)
|
-
|
-
|
(140
|
)
|
||||||||||||||||
Total comprehensive Income for the year
|
-
|
-
|
(140
|
)
|
-
|
6,844
|
6,704
|
|||||||||||||||||
Exercise of options
|
18
|
6,772
|
-
|
-
|
-
|
6,790
|
||||||||||||||||||
Employee benefit
|
-
|
152
|
-
|
-
|
-
|
152
|
||||||||||||||||||
Balance - December 31, 2015
|
1,425
|
128,354
|
(197
|
)
|
247
|
269,883
|
399,712
|
|||||||||||||||||
Profit for the year
|
-
|
-
|
-
|
-
|
10,852
|
10,852
|
||||||||||||||||||
Measurement of the net liability in respect of defined benefit
|
-
|
-
|
(311
|
)
|
-
|
-
|
(311
|
)
|
||||||||||||||||
Total comprehensive Income for the year
|
-
|
-
|
(311
|
)
|
-
|
10,852
|
10,541
|
|||||||||||||||||
Dividend distribution
|
-
|
-
|
-
|
-
|
(19,249
|
)
|
(19,249
|
)
|
||||||||||||||||
Balance - December 31, 2016
|
1,425
|
128,354
|
(508
|
)
|
247
|
261,486
|
391,004
|
|||||||||||||||||
Profit for the year
|
-
|
-
|
-
|
-
|
25,023
|
25,023
|
||||||||||||||||||
Measurement of the net liability in respect of defined benefit
|
-
|
-
|
(446
|
)
|
-
|
-
|
(446
|
)
|
||||||||||||||||
Total comprehensive Income for the year
|
-
|
-
|
(446
|
)
|
-
|
25,023
|
24,577
|
|||||||||||||||||
Balance - December 31, 2017
|
1,425
|
128,354
|
(954
|
)
|
247
|
286,509
|
415,581
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7 (*)
|
|
||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Cash flows - operating activities
|
||||||||||||||||
Profit from operations
|
25,023
|
10,852
|
6,844
|
7,216
|
||||||||||||
Adjustments to reconcile net profit to net cash from operating activities (Appendix A)
|
(10,584
|
)
|
6,500
|
7,494
|
(3,052
|
)
|
||||||||||
Net cash from operating activities
|
14,439
|
17,352
|
14,338
|
4,164
|
||||||||||||
Cash flows - investing activities
|
||||||||||||||||
Acquisition of property plant and equipment
|
(2,650
|
)
|
(1,915
|
)
|
(2,994
|
)
|
(764
|
)
|
||||||||
Proceeds from sale of property plant and Equipment
|
361
|
190
|
456
|
104
|
||||||||||||
Redemption (acquisition) of non-current financial assets
|
2,168
|
(8,504
|
)
|
-
|
625
|
|||||||||||
Proceeds from short term deposit
|
-
|
20,288
|
-
|
-
|
||||||||||||
Proceeds from (used in) purchase of marketable securities, net
|
(30,833
|
)
|
42,010
|
(22,087
|
)
|
(8,892
|
)
|
|||||||||
Net cash from (used in) investing activities
|
(30,954
|
)
|
52,069
|
(24,625
|
)
|
(8,927
|
)
|
|||||||||
Cash flows - financing activities
|
||||||||||||||||
Exercise of options
|
-
|
-
|
6,790
|
-
|
||||||||||||
Dividend
distribution
|
-
|
(19,249
|
)
|
-
|
-
|
|||||||||||
Short-term bank debt
|
-
|
(16
|
)
|
16
|
-
|
|||||||||||
Net cash from (used in) financing activities
|
-
|
(19,265
|
)
|
6,806
|
-
|
|||||||||||
Increase (decrease) in cash and cash equivalents
|
(16,515
|
)
|
50,156
|
(3,481
|
)
|
(4,763
|
)
|
|||||||||
Cash and cash equivalents at the beginning of the financial year
|
129,577
|
79,421
|
82,902
|
37,374
|
||||||||||||
Cash and cash equivalents of the end of the financial year
|
113,062
|
129,577
|
79,421
|
32,611
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7 (*)
|
|
||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Cash flows from operating activities
|
||||||||||||||||
A.
Adjustments to reconcile net profit to net cash from operating activities
|
||||||||||||||||
Decrease (Increase) in deferred income taxes
|
1,851
|
1,260
|
(3,110
|
)
|
534
|
|||||||||||
Unrealized loss (gain) on marketable securities
|
(7,760
|
)
|
(1,924
|
)
|
(186
|
)
|
(2,238
|
)
|
||||||||
Depreciation and amortization
|
3,682
|
3,762
|
3,723
|
1,062
|
||||||||||||
Gain from short term deposit
|
-
|
(843
|
)
|
|||||||||||||
Capital gain on disposal of property plant and equipment
|
(361
|
)
|
(112
|
)
|
(220
|
)
|
(104
|
)
|
||||||||
Stock based compensation reserve
|
-
|
152
|
||||||||||||||
Loss (gain) from non - tradable financial assets (see note 24i)
|
(5,368
|
)
|
7,734
|
-
|
(1,548
|
)
|
||||||||||
Changes in assets and liabilities:
|
||||||||||||||||
Increase (Decrease) in trade receivables and other receivables
|
(5,034
|
)
|
2,120
|
81
|
(1,453
|
)
|
||||||||||
Decrease (Increase) in inventories
|
1,978
|
(7,360
|
)
|
14,069
|
570
|
|||||||||||
Decrease (Increase) in trade and other payables, and other current and non-current liabilities
|
428
|
1,020
|
(6,172
|
)
|
125
|
|||||||||||
(10,584
|
)
|
6,500
|
7,494
|
(3,052
|
)
|
|||||||||||
B.
Significant non-cash transactions:
|
||||||||||||||||
Purchase of property, plant and equipment
|
-
|
-
|
115
|
-
|
||||||||||||
Supplemental cash flow information:
|
||||||||||||||||
Income tax paid
|
5,926
|
8,126
|
6,162
|
1,709
|
A. |
Description of Business:
|
B. |
Definitions:
|
The Group | - | The Company and its Subsidiaries, a list of which is presented in Note 5. |
Subsidiaries | - | Companies that are controlled by the Company (as defined in IAS 27) and whose accounts are consolidated with those of the Company. |
Related Parties | - | As defined in IAS 24. |
NIS | - | New Israeli Shekel. |
CPI | - | The Israeli consumer price index. |
US Dollars or $ | - | The U.S. dollar. |
Euro | - | The United European currency. |
A. |
Applying international accounting standards (IFRS):
|
B. |
Format for presentation of Statement of Financial Position:
|
C. |
Format for analysis recognized in Income Statement:
|
(1) |
Format for analysis of expenses recognized in Income statement:
|
D. |
Basis of preparation:
|
E. |
Foreign currencies:
|
(1) |
Translation of foreign currency transactions
|
E. |
Foreign currencies: (Cont.)
|
(2) |
Recognition of exchange differences
|
F. |
Cash and cash equivalents:
|
G. |
Basis of consolidation:
|
G. |
Basis of consolidation: (Cont.)
|
H. |
Goodwill:
|
I. |
Property, plant and equipment:
|
Years
|
%
|
|||
Land
|
50
|
2
|
||
Construction
|
25
|
4
|
||
Motor vehicles
|
5
|
15-20
|
(Mainly 20%)
|
|
Office furniture and equipment
|
6
|
6-15
|
(Mainly 15%)
|
|
Computers
|
3
|
20-33
|
(Mainly 33%)
|
|
Machinery and equipment
|
10
|
10
|
J. |
Inventories:
|
K. |
Financial assets:
|
· |
Financial assets ‘at fair value through profit or loss’ (FVTPL)
|
· |
Loans and receivables
|
· |
It has been acquired principally for the purpose of selling in the near future; orit is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
|
· |
It is a derivative that is not designated and effective as a hedging instrument.
|
K. |
Financial assets: (Cont.)
|
L. |
Financial liabilities and equity instruments issued by the Group:
|
M. |
Revenue recognition:
|
(1) |
Sale of goods
|
· |
The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
|
· |
The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold
|
· |
The amount of revenue can be measured reliably;
|
· |
It is probable that the economic benefits associated with the transaction will flow to the entity; and
|
· |
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
|
(2) |
Customer returns and rebates
|
(3) |
Interest revenue
|
(4) |
Dividend revenue
|
N. |
Leasing:
|
(1) |
General
|
(2) |
The Group as lessee
|
O. |
Provisions:
|
P . |
Share-based payments:
|
P. |
Share-based payments:
(Cont.)
|
Q. |
Taxation:
|
(1) |
Current tax
|
(2) |
Deferred tax
|
R. |
Employee benefits:
|
(1) |
Post-Employment Benefits
|
(2) |
Short term employee benefits
|
S. |
Earnings (loss) per share:
|
T. |
Exchange Rates and Linkage Basis
|
(1) |
Balances in foreign currency or linked thereto are included in the financial statements based on the representative exchange rates, as published by the Bank of Israel, that were prevailing at the balance sheet date.
|
(2) |
Following are the changes in the representative exchange rate of the US dollars vis-a-vis the NIS and in the Israeli CPI:
|
Representative exchange rate
|
Representative exchange rate
|
CPI “in
|
||||||||||
of the Euro
|
of the dollar
|
respect of”
|
||||||||||
(NIS per €1)
|
(NIS per $1)
|
(in points)
|
||||||||||
As of:
|
||||||||||||
December 31, 2017
|
4.15
|
3.46
|
113.04
|
|||||||||
December 31, 2016
|
4.04
|
3.84
|
112.59
|
|||||||||
December 31, 2015
|
4.25
|
3.90
|
112.82
|
|||||||||
Increase (decrease) during the:
|
%
|
%
|
%
|
|||||||||
Year ended:
|
||||||||||||
December 31, 2017
|
2.7
|
(9.9
|
)
|
0.4
|
||||||||
December 31, 2016
|
(4.9
|
)
|
(1.5
|
)
|
(0.2
|
)
|
||||||
December 31, 2015
|
(9.9
|
)
|
0.51
|
(1.0
|
)
|
U. |
Adoption of new and revised Standards and interpretations:
|
1. |
IFRS 9 – “Financial Instruments”
|
· |
Debt instruments will be classified and measured after initial recognition under one of the following alternatives: at amortized cost, fair value through profit or loss or fair value through other comprehensive income. The measurement model will be determined based on the entity’s business model regarding the management of financial assets, and according to the contractual cash flow characteristics of the financial assets.
|
· |
A debt instrument which, according to the tests, is measured at amortized cost or at fair value through other comprehensive income, may be designated at fair value through profit or loss only if such designation eliminates measurement or recognition inconsistency that would been created had the asset been measured at amortized cost or at fair value through other comprehensive income.
|
· |
Equity instruments are required to be measured at fair value through profit or loss.
|
· |
Upon initial recognition, equity instruments may be designated at fair value through other comprehensive income. Instruments so designated will no longer be subject to impairment tests, and profit or loss thereon will not be carried to profit and loss, including upon disposal.
|
· |
Embedded derivatives will not be bifurcated from a host contract which is within the scope of the Standard. Rather, hybrid contracts will be measured in their entirety at amortized cost or at fair value, according to the business model and contractual cash flow tests.
|
· |
Debt instruments will only be reclassified when the entity changes its business model for financial assets management.
|
· |
Investments in equity instruments that do not have quoted prices in active markets, including derivatives of such instruments, will be measured at fair value. The option to measure equity instruments at cost under certain circumstances was eliminated. However, the Standard notes that under certain circumstances, cost may constitute a fair approximation of fair value.
|
U. |
Adoption of new and revised Standards and interpretations: (Cont.)
|
U. |
Adoption of new and revised Standards and interpretations: (Cont.)
|
2. |
IFRS 15, "Revenue from Contracts with Customers":
|
U. |
Adoption of new and revised Standards and interpretations: (Cont.)
|
(3) |
IFRS 16 - "Leases":
|
A. |
General:
|
B. |
Significant judgments in applying accounting policies:
|
Revenue recognition - the Group has recognized in revenues amounted to NIS 311,978 thousands in the year ended December 31, 2017 (NIS 294,202 thousands in the year ended December 31, 2016) for selling food products.
Although, in general, the Group does not grant rights of return,
its enable for certain customers from time to time to return products.
The Group assesses the expected customer returns according to specific information in its possession and its past experience in similar cases.
As a result, the revenues that company has recognized includes provisions to returns.
The group records a provision for slow moving inventory in respect of inventory items estimated by management not to be realized due to expiration date. The slow-moving inventory is based on the historic realization rate of the respective item as well as on management's estimate with respect to its future realization rate.
Contingent liabilities and legal proceedings- In estimating the likelihood of the outcome of legal claims filed against the Company and its investees, management considers the facts and circumstances, as well as the opinion of company's legal counsel. These estimates are based on professional judgment, taking into account, inter alia, the stage of proceedings and legal precedents in respect of the different issues. Since the outcome of the claims will be determined in courts, the results could differ from these estimates.
|
NOTE 3 - | SIGNIFICANT ACCOUNTING JUDGEMENT AND KEY SOURCES OF ESTIMATION (Cont.) |
B. |
Significant judgments in applying accounting policies: (Cont.)
|
Employee benefits - The present value of the Group's liability for retirement and pension plan to its employees is based on a large number of inputs, which are determined on the basis of an actuarial valuation, while using a large number of assumptions, including discount rate. Changes in the actuarial assumptions may affect the carrying amount of the Group's liabilities for retirement and pension payments. The Group estimates the discount rate once a year, based on the discount rate of highly rated corporate bonds with similar terms and similar conditions. Other key assumptions are determined based on market conditions and the Group's past experience. For additional information about the assumptions used by the Group, see Note 10.
|
A. |
Cash and cash equivalents - composition:
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Cash in bank
|
12,962
|
90,426
|
3,739
|
|||||||||
Short-term bank deposits
|
100,100
|
39,151
|
28,872
|
|||||||||
113,062
|
129,577
|
32,611
|
B. |
Financial assets at fair value through profit or loss:
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Financial assets carried at fair value through profit or loss (FVTPL):
|
||||||||||||
Shares
|
44,494
|
35,091
|
12,834
|
|||||||||
Governmental loan and other bonds
|
87,905
|
58,249
|
25,355
|
|||||||||
Certificate of participation in mutual fund
|
11,115
|
11,581
|
3,205
|
|||||||||
143,514
|
104,921
|
41,394
|
||||||||||
C. |
Trade receivables:
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Trade receivables(*)
|
88,324
|
82,382
|
25,476
|
|||||||||
Less - allowance for doubtful debts
|
2,381
|
2,155
|
687
|
|||||||||
85,943
|
80,227
|
24,789
|
||||||||||
(*) |
Less provision for returns in the sum of NIS 1,841 (as of December 31, 2016 - NIS 1,500).
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Balance at beginning of the year
|
2,155
|
3,448
|
622
|
|||||||||
Change in allowance doubtful debts(*)
|
226
|
(1,293
|
)
|
65
|
||||||||
Balance at end of the year
|
2,381
|
2,155
|
687
|
|||||||||
D. |
Other receivables
and prepaid expenses:
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Prepaid expenses
|
688
|
595
|
198
|
|||||||||
Income receivables
|
-
|
1,039
|
-
|
|||||||||
Advances to suppliers
|
339
|
1,984
|
98
|
|||||||||
Government authorities
|
953
|
326
|
275
|
|||||||||
Receivables in respect of investment in a non-current
financial
asset
(See note 24 i)
|
3,970
|
770
|
1,145
|
|||||||||
Others
|
46
|
81
|
13
|
|||||||||
5,996
|
4,795
|
1,729
|
||||||||||
E. |
Inventories
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Finished products
|
32,690
|
36,818
|
9,429
|
|||||||||
Merchandise in transit
|
7,209
|
5,059
|
2,079
|
|||||||||
39,899
|
41,877
|
11,508
|
Subsidiary
|
Location
|
Jurisdiction of Organization
|
Company's Ownership Interest
|
|||||||||
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
|||||||||||
Gold Frost Ltd. ("Goldfrost")
|
Israel
|
Israel
|
100.00
|
%
|
100.00
|
%
|
||||||
W.F.D. Ltd.
|
Israel
|
Israel
|
100.00
|
%
|
100.00
|
%
|
||||||
B.H.W.F.I Ltd. ("BHWFI")
|
Israel
|
Israel
|
100.00
|
%
|
100.00
|
%
|
Machinery
|
Computers
|
|||||||||||||||||||||||
Land and
|
and
|
Motor
|
and
|
Office
|
||||||||||||||||||||
Building
|
equipment
|
Vehicles
|
equipment
|
Furniture
|
Total
|
|||||||||||||||||||
Consolidated Cost:
|
||||||||||||||||||||||||
Balance -January 1, 2016
|
54,411
|
4,279
|
11,660
|
4,382
|
1,309
|
76,041
|
||||||||||||||||||
Changes during 2016:
|
||||||||||||||||||||||||
Additions
|
66
|
240
|
1,353
|
202
|
54
|
1,915
|
||||||||||||||||||
Dispositions
|
-
|
(131
|
)
|
(621
|
)
|
-
|
-
|
(752
|
)
|
|||||||||||||||
Balance - December 31, 2016
|
54,477
|
4,388
|
12,392
|
4,584
|
1,363
|
77,204
|
||||||||||||||||||
Changes during 2017:
|
||||||||||||||||||||||||
Additions
|
10
|
705
|
1,419
|
196
|
320
|
2,650
|
||||||||||||||||||
Dispositions
|
-
|
-
|
(1,256
|
)
|
-
|
-
|
(1,256
|
)
|
||||||||||||||||
Balance - December 31, 2017
|
54,487
|
5,093
|
12,555
|
4,780
|
1,683
|
78,598
|
||||||||||||||||||
Accumulated depreciation:
|
||||||||||||||||||||||||
Balance - January 1, 2016
|
15,378
|
1,979
|
10,329
|
3,382
|
807
|
31,875
|
||||||||||||||||||
Changes during 2016:
|
||||||||||||||||||||||||
Additions
|
1,660
|
922
|
874
|
267
|
37
|
3,760
|
||||||||||||||||||
Dispositions
|
-
|
(51
|
)
|
(621
|
)
|
-
|
-
|
(672
|
)
|
|||||||||||||||
Balance - December 31, 2016
|
17,038
|
2,850
|
10,582
|
3,649
|
844
|
34,963
|
||||||||||||||||||
Changes during 2017:
|
||||||||||||||||||||||||
Additions
|
1,663
|
894
|
821
|
260
|
44
|
3,682
|
||||||||||||||||||
Dispositions
|
-
|
-
|
(1,256
|
)
|
-
|
-
|
(1,256
|
)
|
||||||||||||||||
Balance - December 31, 2017
|
18,701
|
3,744
|
10,147
|
3,909
|
888
|
37,389
|
||||||||||||||||||
Net book value:
|
||||||||||||||||||||||||
December 31, 2017
|
35,786
|
1,349
|
2,408
|
871
|
795
|
41,209
|
||||||||||||||||||
December 31, 2016
|
37,439
|
1,538
|
1,810
|
935
|
519
|
42,241
|
||||||||||||||||||
Net book value (Dollars in thousands):
|
||||||||||||||||||||||||
December 31, 2017
|
10,322
|
389
|
695
|
251
|
229
|
11,886
|
||||||||||||||||||
December 31, 2016
|
9,737
|
400
|
471
|
243
|
135
|
10,986
|
A. |
Trade payables
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Open accounts
|
12,446
|
13,401
|
3,590
|
|||||||||
Checks payables
|
354
|
1,431
|
102
|
|||||||||
12,800
|
14,832
|
3,692
|
||||||||||
B. |
Other payables and accrued expenses
|
|
December 31,
|
|||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Customer advances
|
1,223
|
351
|
353
|
|||||||||
Accrued expenses
|
3,985
|
2,182
|
1,149
|
|||||||||
Others payables
|
38
|
-
|
12
|
|||||||||
5,246
|
2,533
|
1,514
|
A. |
In October 2013, the Company filed a claim with the Rishon Le'Zion Magistrate Court against the Israel Customs and VAT Department in the framework of which it demanded that the Court nullify the charge issued to the Company by the Central Customs House, which had argued that, for customs purposes, the Company did not include various costs that it had incurred in order to receive Kosher certification for the food products that it had imported over a seven-year period, thereby underpaying customs duties (in this paragraph, the "Charge Notice"). The Charge Notice requires the payment of total customs duties of approximately NIS 150 thousand (US Dollars 39 thousand). According to the estimate of legal advisers to the Company, there is a small likelihood of cancelling the notice and therefore partial provision was made in the financial statements as of December, 31 2014 in respect of the Charge Notice. In June 2014 and August 2015, a District Court denied appeals in similar cases by other food products companies. On December 2, 2015, the Supreme Court heard motions to appeal in the matter of inclusion of costs of kosher certification in the value of goods imported, for tax purposes, and denied the motions to appeal, and thus confirmed the judgments rendered by the District Courts. In light of the aforesaid, the chances that the Company's lawsuit will succeed was very low and the Company reached agreements with the Tax Authority that its lawsuit will be withdrawn without order for costs. The Company recognized expenditures with respect to the costs of kosher certification in the sum of approximately NIS 0.6 million in the financial statement as of December, 31 2015. During the first quarter of 2016, the Company paid the entire shortfall amount including interest, linkage and VAT, in the sum of approximately NIS 0.8 million.
|
B. |
On November 14, 2016, Green Cola Hellas S.A. (in this section - the “Plaintiff”) filed a claim against Company in the Magistrates Court of Kfar Saba as a summary proceeding. The claim alleges breach of contract by Company, in that, according to the Plaintiff, Company failed to pay consideration for products provided to it by the Plaintiff. The sum of the claim is for NIS 201,025. On 12.06.2017, court gave effect to a compromise settlement reached by the plaintiff and the Company as part of a mediation process, in which the Company paid the plaintiff an immaterial amount to dismiss the claim.
|
C. |
For further information regarding legal claims provisions please see note 24m, 24o.
|
B. |
Composition:
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Post-Employment Benefits:
|
||||||||||||
Benefits to retirees
|
1,148
|
849
|
331
|
|||||||||
Short term employee benefits:
|
||||||||||||
Accrued payroll and related expenses
|
1,575
|
1,638
|
454
|
|||||||||
Short term absence compensation
|
572
|
615
|
165
|
|||||||||
2,147
|
2,253
|
619
|
||||||||||
Valuation at
|
||||||||
2 0 1 7
|
2 0 1 6
|
|||||||
%
|
%
|
|||||||
Discount rate
|
2.55
|
3.36
|
||||||
Expected return on the plan assets
|
2.55
|
3.36
|
||||||
Rate of increase in compensation
|
4
|
4
|
||||||
Expected rate of termination:
|
||||||||
0-1 years
|
35
|
35
|
||||||
1-2 years
|
30
|
30
|
||||||
2-3 years
|
20
|
20
|
||||||
3-4 years
|
15
|
15
|
||||||
4-5 years
|
10
|
10
|
||||||
5 years and more
|
7.5
|
7.5
|
B. |
Composition: (Cont.)
|
C. |
Defined benefit plans:
|
Year ended December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Opening defined benefit obligation
|
4,748
|
4,357
|
1,369
|
|||||||||
Current service cost
|
768
|
904
|
222
|
|||||||||
Interest cost
|
162
|
148
|
47
|
|||||||||
Actuarial gains
|
-
|
(3
|
)
|
-
|
||||||||
Actuarial losses arising from experience adjustments
|
370
|
(36
|
)
|
107
|
||||||||
Actuarial gains arising from changes in financial assumptions
|
12
|
192
|
3
|
|||||||||
Benefits paid
|
(927
|
)
|
(814
|
)
|
(267
|
)
|
||||||
Closing defined benefit obligation
|
5,133
|
4,748
|
1,481
|
C. |
Defined benefit plans: (Cont.)
|
Year ended December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Opening defined benefit assets
|
3,899
|
3,678
|
1,125
|
|||||||||
Expected return on the plan assets
|
139
|
130
|
40
|
|||||||||
Changes in financial assumptions
|
(63
|
)
|
(156
|
)
|
(18
|
)
|
||||||
Employer contribution
|
803
|
939
|
232
|
|||||||||
Benefits paid
|
(814
|
)
|
(663
|
)
|
(235
|
)
|
||||||
Interest losses on severance payment allocated to remuneration benefits
|
21
|
(29
|
)
|
6
|
||||||||
Closing defined benefit assets
|
3,985
|
3,899
|
1,150
|
Year ended December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Present value of funded liability
|
5,133
|
4,748
|
1,480
|
|||||||||
Fair value of plan assets - accumulated deposit in executive insurance
|
3,985
|
3,899
|
1,149
|
|||||||||
Net liability deriving from defined benefit obligation
|
1,148
|
849
|
331
|
|||||||||
C. |
Defined benefit plans: (Cont.)
|
Year ended December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Actual return on plan's assets
|
139
|
131
|
40
|
D. |
Short term employee benefits:
|
A. |
Composition:
|
Year ended December 31
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Current taxes:
|
||||||||||||||||
Current taxes
|
3,918
|
4,067
|
5,745
|
1,130
|
||||||||||||
Taxes in respect of prior years
|
141
|
-
|
(69
|
)
|
41
|
|||||||||||
4,059
|
4,067
|
5,676
|
1,171
|
|||||||||||||
Deferred taxes
|
1,851
|
1,260
|
(3,110
|
)
|
534
|
|||||||||||
5,910
|
5,327
|
2,566
|
1,705
|
B. |
Reconciliation of the statutory tax rate to the effective tax rate:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Income before Income taxes
|
30,933
|
16,179
|
9,410
|
8,921
|
||||||||||||
Statutory tax rate
|
24
|
%
|
25
|
%
|
26.5
|
%
|
24
|
%
|
||||||||
Tax computed by statutory tax rate
|
7,424
|
4,044
|
2,494
|
2,141
|
||||||||||||
Tax increments (savings) due to:
|
||||||||||||||||
Non-deductible expenses
|
51
|
70
|
29
|
15
|
||||||||||||
Tax exempt Income
|
(343
|
)
|
(33
|
)
|
(98
|
)
|
(99
|
)
|
||||||||
Profit or loss for tax for which deferred taxes were not provided
|
(1,196
|
)
|
1,198
|
-
|
(345
|
)
|
||||||||||
Changes in tax rates
|
-
|
88
|
-
|
-
|
||||||||||||
Temporary differences for which deferred taxes were not provided
|
(132
|
)
|
-
|
170
|
(38
|
)
|
||||||||||
Previous year taxes
|
141
|
-
|
(69
|
)
|
40
|
|||||||||||
Other
|
(35
|
)
|
(40
|
)
|
40
|
(9
|
)
|
|||||||||
5,910
|
5,327
|
2,566
|
1,705
|
|||||||||||||
C. |
Deferred Taxes:
|
January
|
December
|
December
|
||||||||||||||
1, 2017 |
Change
|
31, 2017 | 31, 2017 | |||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Deferred taxes arise from the following:
|
||||||||||||||||
Financial assets carried at fair value through profit or loss
|
67
|
(842
|
)
|
(775
|
)
|
(223
|
)
|
|||||||||
Employees benefits
|
352
|
43
|
395
|
114
|
||||||||||||
Allowance for doubtful accounts
|
516
|
32
|
548
|
158
|
||||||||||||
935
|
(767
|
)
|
168
|
49
|
||||||||||||
Carry forward tax losses
|
1,419
|
(1,084
|
)
|
335
|
96
|
|||||||||||
2,354
|
(1,851
|
)
|
503
|
145
|
||||||||||||
January
|
December
|
December
|
||||||||||||||
1, 2016 |
Change
|
31, 2016 | 31, 2016 | |||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Deferred taxes arise from the following:
|
||||||||||||||||
Financial assets carried at fair value through profit or loss
|
(88
|
)
|
155
|
67
|
17
|
|||||||||||
Employees benefits
|
283
|
69
|
352
|
92
|
||||||||||||
Allowance for doubtful accounts
|
913
|
(397
|
)
|
516
|
134
|
|||||||||||
1,108
|
(173
|
)
|
935
|
243
|
||||||||||||
Carry forward tax losses
|
2,507
|
(1,088
|
)
|
1,419
|
369
|
|||||||||||
3,615
|
(1,261
|
)
|
2,354
|
612
|
||||||||||||
C. |
Additional Information:
|
(1) |
Pursuant to the provisions of Section 145 to the Income Tax Ordinance, tax assessments through the year 2013 are considered final, subject to certain limitations.
|
(2) |
At the beginning of January 2016, the Law for the Amendment of the Income Tax Ordinance was published, enacting a reduction of corporate tax rate beginning on January 1 2016 and thereafter, from 26.5% to 25%. The new corporate tax rate applied to income that was earned or generated as from January 1, 2016.
|
(3) |
In December 2016, the Economic Efficiency Law (Legislative Amendments for Implementing the Economic Policy for the 2017 and 2018 Budget Year), 2016 was published, introducing a reduction in corporate tax rate as from January 1, 2017 to a rate of 24% (instead of 25%) and from January 1, 2018 to a rate of 23%.
|
(1) |
The Company has an obligation to pay incentives to several customers that are not subject to the Food Law, 5744-2014, which came into effect on January 15, 2015. Some of those incentives are payable as a rate of total annual sales to those customers, and some of those incentives are payable as a rate of acquisitions in excess of an agreed upon annual volume of activities. The incentives are calculated specifically for each customer.
|
(2) |
On October 17, 2017, a General Meeting of the Shareholders of the company approved management services agreements pursuant to which Messrs. Yoseph Williger and Zwi Williger are to serve as active co-chairmen of the Board of Directors. (The said approval was granted after the management services agreements were approved by the company's Compensation Committee and Board of Directors, as required by law). The said agreements were signed between the Company and companies under the ownership and control of Messrs. Yoseph Williger and Zwi Williger (hereinafter – “the Management Services Agreements” “the Management Companies” and Messrs. Williger”, respectively). The main provisions of Management Services Agreements are described below:
According to the Management Services Agreements, each of the co-Chairmen are to serve as an active co-Chairman of the Board of Directors on a part-time basis (60% of a full-time position), over a period of three years from the date of their appointment. Messrs. Yoseph Williger and Zwi Williger will each be entitled to monthly management fees of NIS 60,000 plus VAT (hereinafter – “the Monthly Management Fees”) and to annual remuneration and remuneration for participation in meetings of the Board of Directors and/or its committees according the “minimum amount” as set forth in the Israeli Companies Regulations (Rules Regarding Compensation and Expenses of an External Director), 5760-2000 (the “Compensation Regulations”) in addition to the Monthly Management Fees.
Messrs. Yoseph Williger and Zwi Williger will each be entitled to annual bonus at a total amount that will not exceed NIS 720 thousand plus VAT, provided that the annual operating profit will not be less than NIS 15 million, on the basis of the mechanism set out below: (a) a bonus of up to 2% for the initial NIS 10 million of operating profit; (b) a bonus of up to 3% of operating profit in excess of NIS 10 million and up to and including NIS 15 million; (c) a bonus of up to 4% of operating profit in excess of NIS 15 million and up to and including NIS 20 million; (d) a bonus of up to 5% of operating profit in excess of NIS 20 million.
The Management Services Agreements include an advance notice period and a retirement grant of 3-6 months (according to the period that has elapsed since the date of entering into the engagement and according to the identity of person/entity who terminated the engagement).
Messrs. Yoseph Williger and Zwi Williger will be included in the Company's insurance policy, including directors and office holders policy (if any), and they will also be entitled to an exemption and indemnification letter from the Company in accordance with the exemption and indemnification letters that were adopted and/or will be adopted by the company with regard to all of its office holders.
Under the Management Service Agreement, the Company will provide each of Messrs. Yoseph Williger and Zwi Williger a personal vehicle and means of communication (mobile and landline phone and home internet). The company shall bear all the expenses relating to the provision of the above, including grossing up the related tax in connection therewith.
|
(3) |
On April 1, 1997, the parent Company and the Company entered into an agreement for the provision of management, administration, bookkeeping, secretarial and controllership services. This agreement was updated on October 2, 2017. Pursuant to the said agreement, the parent company shall pay the Company a monthly amount of NIS 10,000 plus VAT for the said services and for external services that are provided at the same time to the parent Company and to the subsidiary by the same third party, such as legal services, auditing services, etc., but excluding unique and specific services that are provided to the parent Company or to the company. This agreement will be effective for a 3-year period through August 21, 2020.
|
(4) |
Generally, the Group does not enter into agency agreements or other written agreements with its suppliers. Nevertheless, the Group has written approvals from approximately 12 foreign suppliers, which approve that the Group is an exclusive agent and/or distributor of that supplier in Israel in connection with a specific product or line of products that is manufactured by that supplier.
|
Ordinary shares
|
||||||||
of NIS 0.1 par
value each
|
||||||||
December 31
|
||||||||
2 0 1 7
|
2 0 1 6
|
|||||||
Authorized share capital
|
50,000,000
|
50,000,000
|
||||||
Issued and outstanding
|
13,240,913
|
13,240,913
|
||||||
A. |
Revenues:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Sale of products
|
311,978
|
294,202
|
312,514
|
89,985
|
B. |
Cost of sales:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Purchases
|
222,351
|
220,088
|
209,577
|
64,134
|
||||||||||||
Transportation
|
1,579
|
1,523
|
1,603
|
455
|
||||||||||||
Depreciation and amortization
|
2,323
|
2,287
|
2,203
|
670
|
||||||||||||
Maintenance
|
5,202
|
3,881
|
3,858
|
1,500
|
||||||||||||
Other costs and expenses
|
2,062
|
1,278
|
2,107
|
595
|
||||||||||||
233,517
|
229,057
|
219,348
|
67,354
|
|||||||||||||
Change in finished goods
|
4,128
|
(11,472
|
)
|
18,104
|
1,191
|
|||||||||||
237,645
|
217,585
|
237,452
|
68,545
|
C. |
Selling expenses:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Salaries and related expenses
|
14,316
|
12,969
|
12,532
|
4,129
|
||||||||||||
Transportation and maintenance
|
11,619
|
9,555
|
10,601
|
3,351
|
||||||||||||
Vehicles
|
3,564
|
3,833
|
3,989
|
1,028
|
||||||||||||
Advertising and promotion
|
5,472
|
6,694
|
4,238
|
1,578
|
||||||||||||
Depreciation and amortization
|
784
|
821
|
963
|
226
|
||||||||||||
Others
|
6,335
|
5,533
|
4,971
|
1,828
|
||||||||||||
42,090
|
39,405
|
37,294
|
12,140
|
|||||||||||||
D. |
General and administrative expenses:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Salaries and related expenses
|
8,922
|
9,126
|
22,062
|
2,573
|
||||||||||||
Salary expenses relating Stock Incentive Plan
|
-
|
-
|
152
|
-
|
||||||||||||
Office maintenance
|
1,182
|
1,106
|
1,149
|
341
|
||||||||||||
Professional fees
|
3,436
|
3,230
|
3,922
|
991
|
||||||||||||
Vehicles
|
713
|
602
|
415
|
206
|
||||||||||||
Depreciation and amortization
|
599
|
652
|
558
|
173
|
||||||||||||
Bad and doubtful debts
|
226
|
(1,292
|
)
|
3,402
|
65
|
|||||||||||
Communication
|
136
|
116
|
135
|
39
|
||||||||||||
Other
|
625
|
1,037
|
1,130
|
181
|
||||||||||||
15,839
|
14,577
|
32,925
|
4,569
|
E. |
Employees benefit costs:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Payroll (without payment to related parties)
|
22,983
|
19,184
|
18,061
|
6,629
|
||||||||||||
22,983
|
19,184
|
18,061
|
6,629
|
F. |
Depreciation and amortization:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Depreciation of fixed assets (see note 6)
|
3,682
|
3,762
|
3,807
|
1,062
|
||||||||||||
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Operation Protective Edge
|
-
|
-
|
1,961
|
-
|
||||||||||||
Capital gain on fixed assets realization
|
361
|
112
|
221
|
104
|
||||||||||||
361
|
112
|
2,182
|
104
|
A. |
Financing Income:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Interest Income:
|
||||||||||||||||
Short-term bank deposits
|
30
|
333
|
957
|
9
|
||||||||||||
Interest Income of debentures held for trading
|
3,274
|
1,791
|
1,901
|
944
|
||||||||||||
Other
|
16
|
(11
|
)
|
(74
|
)
|
5
|
||||||||||
Total interest Income
|
3,320
|
2,113
|
2,784
|
958
|
||||||||||||
Other:
|
||||||||||||||||
Changes in fair value of financial assets at fair values
|
7,760
|
1,924
|
186
|
2,238
|
||||||||||||
Gain (loss) from non-tradable financial assets (see note 24i).
|
5,368
|
(7,734
|
)
|
-
|
1,548
|
|||||||||||
Foreign currency differences
|
-
|
-
|
13
|
-
|
||||||||||||
Dividends
|
1,489
|
272
|
380
|
429
|
||||||||||||
Total financing Income
|
17,937
|
(3,425
|
)
|
3,363
|
5,173
|
B. |
Financing expenses:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Other:
|
||||||||||||||||
Foreign currency differences
|
2,708
|
2,222
|
627
|
781
|
||||||||||||
Bank fees
|
599
|
449
|
351
|
173
|
||||||||||||
Management fees for investment houses
|
462
|
300
|
-
|
133
|
||||||||||||
Other
|
-
|
172
|
-
|
-
|
||||||||||||
Total financing costs
|
3,769
|
3,143
|
978
|
1,087
|
A. |
Significant accounting policies:
|
B. |
Categories of financial instruments:
|
As of December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Financial assets
|
||||||||||||
Financial assets at fair value through profit or loss
|
143,514
|
104,921
|
41,394
|
|||||||||
Cash and cash equivalents
|
113,062
|
129,577
|
32,611
|
|||||||||
256,576
|
234,498
|
74,005
|
C. |
Objectives of managing financial risks:
|
D. |
Market risk:
|
E. |
Other price risks:
|
2 0 1 7
|
2 0 1 6
|
|||||||
NIS
|
NIS
|
|||||||
Profit or loss
|
14,351
|
10,492
|
F. |
Credit risk:
|
G. |
Liquidity risk management:
|
G. |
Liquidity risk management: (Cont.):
|
1 month
|
1-3 Months
|
4-12 Months
|
1-5 Years
|
More than 5 Years
|
Total
|
|||||||||||||||||||
NIS
|
NIS
|
NIS
|
NIS
|
NIS
|
NIS
|
|||||||||||||||||||
2017
|
||||||||||||||||||||||||
Financial instruments which bear interest
|
608
|
728
|
3,471
|
13,832
|
69,266
|
87,905
|
||||||||||||||||||
Financial instruments which do not bear interest
|
168,671
|
-
|
-
|
-
|
-
|
168,671
|
||||||||||||||||||
169,279
|
728
|
3,471
|
13,832
|
69,266
|
256,576
|
|||||||||||||||||||
2016
|
||||||||||||||||||||||||
Financial instruments which bear interest
|
272
|
1,683
|
2,583
|
29,580
|
24,346
|
58,464
|
||||||||||||||||||
Financial instruments which do not bear interest
|
176,651
|
-
|
-
|
-
|
-
|
176,651
|
||||||||||||||||||
176,923
|
1,683
|
2,583
|
29,580
|
24,346
|
235,115
|
|||||||||||||||||||
G. |
Liquidity risk management: (Cont.):
|
December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Cash and cash equivalents
|
113,062
|
129,577
|
32,611
|
|||||||||
Financial assets at fair value through profit or loss
|
143,514
|
104,921
|
41,394
|
|||||||||
256,576
|
234,498
|
74,005
|
H. |
Exchange rate risk:
|
Assets
|
Liabilities
|
|||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
2 0 1 6
|
|||||||||||||
NIS
|
NIS
|
NIS
|
NIS
|
|||||||||||||
US Dollars
|
38,034
|
43,263
|
1,944
|
1,387
|
||||||||||||
EUR
|
1,299
|
57,805
|
3,568
|
6,071
|
H. |
Exchange rate risk: (Cont.):
|
US Dollars
Impact
|
EUR
Impact
|
|||||||
2 0 1 7
|
2 0 1 7
|
|||||||
NIS
|
NIS
|
|||||||
Profit or loss
|
3,609
|
(277
|
)
|
US Dollars
Impact
|
EUR
Impact
|
|||||||
2 0 1 6
|
2 0 1 6
|
|||||||
NIS
|
NIS
|
|||||||
Profit or loss
|
4,187
|
5,173
|
I. |
Fair value of financial instruments:
|
I. |
Fair value of financial instruments: (Cont.).
|
· |
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
· |
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e. derived from prices).
|
· |
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
|
December 31, 2017
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
NIS
|
NIS
|
NIS
|
NIS
|
|||||||||||||
financial assets ‘at fair value through profit or loss’ (FVTPL)
|
||||||||||||||||
Marketable securities and derivatives
|
143,514
|
-
|
-
|
143,514
|
December 31, 2016
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
NIS
|
NIS
|
NIS
|
NIS
|
|||||||||||||
financial assets ‘at fair value through profit or loss’ (FVTPL)
|
||||||||||||||||
Marketable securities and derivatives
|
104,921
|
-
|
-
|
104,921
|
Exchange
|
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
|||||||||||||
rate
|
NIS
|
US Dollars
|
||||||||||||||
Derivatives designated as hedges:
|
||||||||||||||||
Forward contracts in US Dollars
|
3.845-3.855
|
-
|
(12
|
)
|
-
|
A. |
General:
|
B. |
Revenues from the main customers of the Import segment:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Customer A
|
50,053
|
46,171
|
57,161
|
14,437
|
C. |
Revenues from the principal products of the Import segment:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Canned Vegetables and Pickles
|
38,545
|
41,991
|
41,161
|
11,118
|
||||||||||||
Dairy and Dairy Substitute Products
|
118,800
|
108,250
|
100,321
|
34,266
|
||||||||||||
Canned Fish
|
50,684
|
45,111
|
35,910
|
14,619
|
A. |
Transactions with Related Parties:
|
Year ended December 31,
|
||||||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 5
|
2 0 1 7
|
|||||||||||||
NIS
|
NIS
|
NIS
|
US Dollars
|
|||||||||||||
Sales of goods to the Parent Company
|
93
|
208
|
265
|
27
|
||||||||||||
Participation in expenses with Parent Company
|
95
|
296
|
301
|
28
|
||||||||||||
Salary management fees, and bonus to related parties
|
2,281
|
2,190
|
17,108
|
658
|
||||||||||||
Salary and bonus to key management personal
|
2,734
|
3,091
|
1,599
|
789
|
||||||||||||
Share-based payment
|
-
|
-
|
152
|
-
|
||||||||||||
Car expenses
|
498
|
383
|
1,016
|
144
|
B. |
Balances with Related Parties:
|
Year ended December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
Due to officers
|
24
|
42
|
7
|
|||||||||
Parent Company
|
(6
|
)
|
361
|
(2
|
)
|
As of December 31,
|
||||||||||||
2 0 1 7
|
2 0 1 6
|
2 0 1 7
|
||||||||||
NIS
|
NIS
|
US Dollars
|
||||||||||
(in thousands)
|
||||||||||||
Bank
letters of credit
|
2,979
|
1,580
|
859
|
|||||||||
2,979
|
1,580
|
859
|
a. |
On May 7, 2017, Mr. Joseph Williger informed the parent Company that he is the controlling shareholder of B.S.D Crown Ltd. (the controlling shareholder of the parent company) through private companies he owns, and that he is therefore the controlling shareholder of the parent Company as from May 5, 2017.
|
b. |
On June 11, 2017, a General Meeting of the parent Company’s shareholders approved the appointment of the following B.S.D nominated directors: Messrs. Joseph Williger, Zwi Williger, Jacob Navon and Benzi Sao, and the termination of the term of office of all then current directors (other than the external directors): Mr. Ilan Admon, Gregory Gurtovoy, Eli Arad, Shalhevet Hasdiel and Arik Safran. On June 12, 2017, the parent Company’s Board of Directors approved the appointment of Mr. Gil Hochboim as a director.
|
c. |
On June 20, 2017, a General Meeting of Shareholders of the Company approved the appointment of the following directors: Messrs. Yoseph Williger, Zwi Williger, Gil Hochboim and David Donin and the termination of the term of office of all then current directors of the company (other than the external directors): Messrs. Ilan Admon, Gregory Gurtovoy and Ilan Cohen. On June 20, 2017 the Board of Directors of the Company approved the appointment of Mr. Victor Bar as a director.
|
d. |
On July 5, 2017, Mr. Iram Graiver ended his term of office as the parent Company’s CEO and his term of office in the Company.
|
e. |
On July 6, 2017, Mr. Tim Cranko was as appointed CEO of the parent Company and of the Company.
|
f. |
On October 15, 2017, Mr. Amir Kaplan was appointed to as the Chief Financial Officer of the parent Company and of the Company.
|
g. |
On December 31, 2017, Mr. Tim Cranko ended his term of office as the parent Company’s CEO and his term of office as the CEO of the Company.
|
h. |
On January 1, 2018, Mr. Michael Luboschitz was appointed as the CEO of the parent Company and of the Company.
|
i. |
On January 18, 2018, the Tel Aviv District Attorney’s Office (Taxation and Economics) served indictments against Alexander Granovskyi and Gregory Gurtovoy, former (indirect) controlling shareholders and office holders of the parent Company and of companies under its control and against Joseph Schneerson, former officer holder of the parent Company and of companies under its control (hereinafter jointly: “the Defendants”).
|
j. |
On February 24, 2016, a motion to certify a derivative action (hereinafter - the “Motion”) was received at the parent Company’s offices. The Motion was filed with the District Court (Economic Department) in Tel Aviv by Yaad Peer Management Services Ltd. (hereinafter - the “Applicant”), that holds shares of the parent Company. The motion was filed against all directors and office holders in the Company. The parent Company and the company were added as respondents to the Motion.
|
k. |
A lawsuit and a motion to approve it as class action was filed on July 5, 2017, against the Company with the Central District Court for allegedly not complying with the food labelling regulations in connection with one of its products and thereby misleading consumers. At this stage, the amount specified in the lawsuit is NIS 4 million, since according to the plaintiff he does not have any data regarding the scope of marketing of the product, which is the subject matter of the motion. The Company and the plaintiff reached a compromise agreement whereby the plaintiff will withdraw the lawsuit and it will be stricken out at a cost which is immaterial to the Company. On November 23, 2017, the Court approved the compromise agreement and struck out the lawsuit.
|
l. |
A lawsuit and a motion to approve it as class action was filed on July 23, 2017, against the Company and against two other companies to the Central District Court for allegedly not complying with the food labelling regulations in connection with one of its products and thereby misleading consumers. At this stage, the amount specified in the lawsuit is NIS 3 million (and no specific amount was attributed to any of the defendants), since according to the plaintiff he does not have any data regarding the scope of marketing of the product, which is the subject matter of the motion. The Company and the plaintiff reached a compromise agreement whereby the plaintiff will withdraw the lawsuit and it will be stricken out without consideration. On November 24, 2017, the Court approved the compromise agreement and struck out the lawsuit.
|
m. |
On July 23, 2017, Mr. Iram Graiver, former CEO of the Company and Willi-Food (hereinafter - “Mr. Graiver”) filed a lawsuit to the Regional Labor Court in Tel Aviv Jaffa (hereinafter - “the Labor Court”) claiming payment of social rights and different compensations at the total amount of NIS 2,377 thousands (USD 686 thousand). On November 26, 2017, the Company filed a statement of defense. On July 27, 2017, the company filed a lawsuit to the Labor Court against Mr. Graiver, demanding that he repays funds that he has taken unlawfully from the Company, amounting to NIS 1,694 thousands. According to the Company, throughout his term of employment as an office holder in the Company, the defendant has unlawfully taken from the company salary, bonus in respect of 2016 and reimbursement of expenses. According to the Company, Mr. Graiver has done so while breaching his fiduciary duty and his duty of care towards the Company as well as the cogent provisions of the Companies Law, 5759-1999, whereby it is mandatory that payments of the type taken from the Company by Mr. Graiver are approved by the General Meeting of the Company’s shareholders; according to the Company, Mr. Graiver has not obtained such an approval. On November 26, 2017, Mr. Graiver filed a statement of defense. On November 2, 2017, a resolution was issued to join the hearings pertaining to the two proceedings described above. A preliminary hearing was held on March 7, 2018. Mr. Graiver and the Company are expected to provide their documents disclosure affidavits on May 8, 2018. At this preliminary stage of the proceedings, it is not yet possible to assess the result of the proceedings. In view of the above, Company’s management is of the opinion that the recording and disclosure provided in the financial statements and in the notes to the financial statements in respect of the proceedings is sufficient.
|
n. |
A lawsuit and a motion to approve it as class action was filed on January 3, 2018, against the Company and against another company to the Central District Court for allegedly not complying with the food labelling regulations in connection with one of its products and thereby misleading consumers. At this stage, the amount specified in the lawsuit is NIS 2.7 million since according to the plaintiff he does not have any data regarding the extent of the damage. The Company is required to file a response to the lawsuit until May 15, 2018. At this preliminary stage of the proceedings, it is not yet possible to assess the Company’s chances of prevailing in the claim.
|
o. |
In January 2015, a lawsuit was filed in the court of first instance in Valencia against Gold Frost Ltd. (hereinafter – “Gold Frost”) and against the Company (hereinafter – “the Companies”) by a Spanish food manufacturer (hereinafter – “the Plaintiff”), with whom the Companies entered into an agreement for the production of kosher food products in Spain and for the sale of these products by Gold Frost. The lawsuit was filed in connection with a financial dispute in respect of a debt which was allegedly not paid to the Plaintiff; the Plaintiff also demands that the Companies compensate it for products it had produced and which, according to the statement of claim, were not collected by the Companies, and as a result the Plaintiff had to destroy them.
|
p. |
On October 21, 2017, the Company announced that Gold Frost Ltd., a wholly owned subsidiary of the Company (hereinafter – “Gold Frost”) received a notice from Arla Foods Amba (hereinafter - "Arla"), a material supplier of the Group in the field of dairy and dairy substitute products (hereinafter – “the Supplier”), whereby the Supplier decided not to renew the exclusive distribution agreement with Gold Frost, which is expected to expire on December 31, 2017.
|
q. |
On June 29, 2015, Mega Retail Ltd. (hereinafter – “Mega”), which is one of the company largest customers in the organized retail market, filed an application for creditors’ arrangement with the District Court in Lod. On July 14, 2015, the District Court in Lod approved a recovery arrangement.
|
r. |
On November 22, 2016, the Company declared the distribution of dividend at the total amount of $5,000 thousand (approximately NIS 18,790 thousand) ($0.38 per share), of which $3,097 thousand (approximately NIS 11,637 thousand) is attributed to Company’s shareholders and approximately $1,903 thousand (approximately NIS 7,153 thousand) is attributed to non-controlling interest. The effective date for dividend entitlement was set at December 8, 2016. The dividend was paid in full on December 21, 2016.
|
G. WILLI-FOOD INTERNATIONAL LTD.
|
|||
By:
|
/s/ Michael Luboschitz | ||
Michael Luboschitz | |||
CEO
|
|||
BETWEEN:
|
G. Willi-Food International Ltd.
|
public company no. 520043209
|
|
Of 4 Nahal Harif Street, Yavne
|
|
(hereafter: "the Company")
|
AND
|
Zvi V. & Co Company Ltd.
|
private company no. 512715970
|
|
Of 4 Nahal Harif Street, Yavne
|
|
(hereafter: "the Management Company")
|
Whereas: |
The Company is a public company engaged in import, marketing and distribution of food products;
|
Whereas: |
The management Company is a private company owned by Mr. Zwi Williger, i.d. no. 53339305 (hereafter: “
Mr. Williger
”);
|
Whereas: |
On 17.10.2017, the general meeting of the Company approved the terms of office of Mr. Williger as the joint Chairman of the Board of Directors of the Company, as described below, as from 13.8.17;
|
Whereas: |
Mr. Williger wishes to serve as the joint Chairman of the Board of Directors through a management company, such that no employer-employee relationships will apply between Mr. Williger and the Company;
|
Whereas: |
The parties wish to set out and regulate the terms of the engagement between them, all as described in this agreement below.
|
1. |
Recital
|
1.1 |
The recital to this agreement constitutes an integral part thereof.
|
1.2 |
The headings of the clauses to this agreement are for ease of reference only and shall not limit or affect the meaning or interpretation of the said clauses.
|
2. |
The applicability of other documents
|
3. |
The purpose of the engagement and the scope of services
|
3.1 |
The Management Company shall provide to the Company management services through Mr. Zwi Williger, who will serve as a joint Chairman of the Board of Directors in the Company (hereafter: (“the Services”).
|
3.2 |
The Services shall be provided at the scope as required from time to time, which will not be less than the equivalent of 60% of a full-time position.
|
3.3 |
Notwithstanding the above, it is hereby clarified that the services and roles as part of which they will be rendered require the investment of strenuous work and long hours, and accordingly the Management Company and Mr. Williger undertake to provide the services at the scope of hours that will be required, including during additional and/or exceptional hours and days and/or on the weekly day of rest and/or during festivals, and they declare that there is no impediment to do so. The Management Company and Mr. Williger undertake to provide the services to the Company in accordance with the provisions of any law, as shall be in force over the course of the term of the agreement, in accordance with the provisions of this agreement and according to the instructions of the Company’s Board of Directors.
|
3.4 |
The Management Company and Mr. Williger shall be subject to supervision and audit of the Company’s Internal Auditor. The Management Company and Mr. Williger undertake to cooperate with the Internal Auditor and to comply with all of his requests.
|
4. |
Declarations and undertakings of the Management Company and Mr. Williger
|
4.1 |
The Management Company is a limited liability company fully-owned and fully controlled by Mr. Williger and it shall remain so throughout the term of the agreement.
|
4.2 |
That provisions of this agreement shall also apply personally, jointly and severally, to Mr. Williger and accordingly, the provisions of this agreement apply to him as well.
|
4.3 |
That Mr. Williger has elected to provide the services to the Company through the Management Company, under his status as a self-employed person, and the meaning of this choice by Mr. Williger is that the Management Company and Mr. Williger, jointly and severally, shall not be entitled, now or in the future, to any rights arising from employer-employee relationship and that Mr. Williger has elected, without coercion or pressure, to provide the services to the Company through the Management Company and not as an employee of the Company, with all that this entails.
|
4.4 |
The Management Company is lawfully registered with all the relevant authorities as required by law, including with the Value Added Tax Authority, National Insurance and the Income Tax Authority.
|
4.5 |
The Management Company and Mr. Williger shall provide the services solely through Mr. Williger and will not endorse and/or assign the services or any part thereof to any other party. The Management Company and Mr. Williger undertake not to appoint or employ for the purpose of provision of the services any other person or legal entity except for Mr. Williger.
|
4.6 |
The Williger has the experience, knowledge and the professional capabilities to provide the services referred to in this agreement and to fulfil all his obligations and the obligations of the Management Company pursuant to this agreement.
|
4.7 |
To dedicate their skills, time and energy to fulfil their obligations pursuant to this agreement and to comply with the provisions of this agreement skillfully, dedicatedly, faithfully and in good faith, all in accordance with the directions of the Company’s Board of Directors as given from time to time, and subject to any procedure, standard or legal provision, to the satisfaction of the Company and in order to promote the Company’s interests.
|
4.8 |
That Mr. Williger is in good health and is medically fit to fulfil all the obligations of the Management Company and Mr. Williger, in accordance with the provisions of this agreement.
|
4.9 |
To act for the Company faithfully and diligently without preferring their interest over the interest of the Company. In providing the services, the Management Company and Mr. Williger will avoid situations of conflict of interest with the Company.
|
4.10 |
To report to the Company immediately and without delay of any matter or issue in which they have a personal interest and/or any matter that might cause conflict of interest with the provision of services to the Company, and in such a case, to act according to the instructions of the Company and its legal advisor.
|
4.11 |
That as of the date of this agreement there are no matters or issues that may cause conflict of interest under this agreement.
|
4.12 |
To act in good faith and reasonably, in a professional and skilled manner, as one may expect from senior office holders in the Company who hold managerial positions, in order to achieve the objective of the engagement and for the benefit of the Company.
|
4.13 |
That they know the extent of their duties in connection with the provision of the services to the Company, including the loyalty and fiduciary duties and the duty to act for the benefit of the Company, and that they are proficient with all the procedures, regulations and law provisions, which are relevant for the provision of the services.
|
4.14 |
That there is no legal and/or contractual and/or other prohibition, restriction or impediment on the performance of their obligations pursuant to this agreement and their engagement in this agreement and the fulfilment of their obligations thereunder do not breach any other contract or obligation they have to any third party, including breach of confidentiality and non-competing obligations.
|
4.15 |
That during the period of provision of services to the Company they will not engage in any manner whatsoever (whether directly or indirectly), whether with or without consideration, in any job or vocation which may constitute competition to the Company's business, whether as hired employees, self-employed persons, service providers who provide advisory services, or in any other way.
|
4.16 |
Not to receive any consideration and/or benefit in connection with the provision of the services from any entity and/or person with whom he will be in contact during and/or as part of and/or as a result of the provision of the services, including suppliers, clients and other service providers of the Company.
|
4.17 |
That they will use the Company’s equipment and property, including the means made available to them for the purpose of providing the services, solely for the purpose of providing the services, and they undertake not to make any other use of those equipment and property, except for reasonable private use by the manager.
|
4.18 |
That they are aware that the Company is a public company as defined in the Companies Law, 1999 (hereafter: “
the Companies Law
”) and therefore they are aware that they are subject to provisions and restrictions by virtue of the Securities Law, 1968 (hereafter: “
the Securities Law
”) and the Companies Law and the regulations promulgated thereunder, the guidelines of the Securities Authority and the Regulations of the Tel Aviv Stock Exchange Ltd. and its directives, as may be from time to time, including and without derogating from the generality of the above, as follows: (1) restrictions as to carrying out transactions with the securities of the Company or the parent company, including sale and purchase transactions; (2) restrictions on use or transfer of inside information, including restrictions regarding carrying out of transactions in the Company’s security or a different security for which the Company’s security is the underlying asset, in breach of the provisions of the Securities Law, where they should have known that they or the Company are in possession of inside information; (3) provisions regarding the date of filing a report to the Company regarding the holding of securities of the Company and/or the parent company, or the carrying out of transactions with those securities and the details of such transactions, and also provisions regarding the date of filing a report to the Company regarding the details of the contractor and changes therein, where the Company is required to disclose those details to the public.
|
4.19 |
That for the entire period of engagement under this agreement, the Management Company shall pay Mr. Williger his salary and other rights to which he is entitled, including social benefits and tax payments (national insurance, income tax and medical insurance) at least at the rate prescribed by law and/or personal agreement and/or expansion order, as the case may be.
|
4.20 |
That the relationship between the Company and the Management Company will be a relationship between a client and independent contractor and there will be no employer-employee relationship between the Management Company and the Company or between Mr. Williger and the Company, as described in detail in section 11 below.
|
5. |
Declarations and undertakings of the Company
|
6. |
Monthly consideration
|
6.1 |
The Management Company shall be entitled to a consideration of NIS 60,000 per month plus VAT (hereafter: “
the Consideration
”) in respect of the provision of the services to the Company and the fulfilment of all Management Company’s obligations pursuant to this agreement.
|
6.2 |
The Consideration shall be paid until the 10
th
of every month, in respect of the services provided in the previous month and against a tax invoice issued as required by law.
|
6.3 |
In addition to the Consideration, the Management Company shall be entitled to payment of annual bonus and compensation in respect of participation in the meetings of the Board of Directors and/or its committees in accordance with the minimal rate set in the Companies Regulations (Rules Regarding Compensation and Expenses of an External Director), 2000, taking into account the scope of the Company’s shareholders’ equity, as shall be from time to time and in accordance with the provisions of the said regulations.
|
6.4 |
The Management Company and Mr. Williger alone shall bear any tax and/or any other payment of any type, if any, that will be levied on the monthly Consideration and/or the expenses, as described below.
|
6.5 |
The Management Company and Mr. Williger will not be entitled to receive any other payment and/or amount and/or consideration from the Company in respect of the provision of the services in addition to the Consideration, the expenses and the annual bonus as described in this agreement.
|
6.6 |
Mr. Williger will be included in the office holders’ insurance of the Company and its subsidiaries, as applicable to all other office holders and directors of the Company. Mr. Williger will also be entitled to exemption and indemnification pursuant to the letter of exemption and indemnification that was approved by the general meeting of the Company’s shareholders on 20.7.05 in respect of all other office holders and directors of the Company.
|
7. |
Expenses
|
7.1 |
The Company shall make available to the Management Company a car to be used by Mr. Williger, at a value that will not exceed NIS 400 thousand and shall bear all expenses relating to the use of this car (excluding fines and parking tickets) and including the applicable tax expenses. If Mr. Williger asks for a car, the value of which is more than NIS 400 thousand, the Management Company shall pay the cost of the car in excess of NIS 400 thousand.
|
7.2 |
Furthermore, the Management Company shall be entitled to reimbursement of reasonable expenses that it expensed in Israel or abroad in connection with the provision of the services to the Company (telephone expenses, subsistence and staying expenses, as applicable), as is the normal practice in the Company and in accordance with the Company’s compensation policy, as shall be from time to time.
|
8. |
Annual bonus
|
8.1 |
If the Company’s annual consolidated operating profit amounts to NIS 15 million or more, before payment of bonuses to Company’s office holders, the Management Company shall be entitled to payment of a graduated annual bonus, as specified below:
|
8.1.1 |
2% of the operating profit of the Company before bonuses in respect of a total of NIS 10 million.
|
8.1.2 |
3% of the operating profit of the Company before bonuses in respect of the amount in excess of NIS 10 million and up to NIS 15 million.
|
8.1.3 |
4% of the operating profit of the Company before bonuses in respect of the amount in excess of NIS 15 million and up to NIS 20 million.
|
8.1.4 |
5% of operating profit of the Company before bonuses in respect of any amount in excess of NIS 20 million.
|
8.2 |
To remove any doubt, the annual bonus amount for each year will not exceed a total of NIS 720,000.
|
8.3 |
In the event that the services are diminished and/or reduced and/or terminated under the circumstance set out in section 10.2 below before the end of a calendar year, the annual bonus shall be paid in respect of the period during which the services were actually provided over the course of that calendar year.
|
8.4 |
In the event that the services are diminished and/or reduced and/or terminated under the circumstance set out in section 10.8 below, the Company may revoke the payment of the annual bonus, in whole or in part.
|
9. |
Compensation and insurance
|
10. |
Term and termination of the agreement
|
10.1 |
This agreement is effective as from 13.8.17 until it is terminated pursuant to the provisions of the agreement or the law.
|
10.2 |
Each of the parties shall be entitled to terminate the engagement between the parties at any given time without giving any reason, by giving a 90-day written advance notice (hereafter – “
the Advance Notice Period
”).
|
10.3 |
As from the second year of the engagement between the parties pursuant to this agreement, the Advance Notice Period that the Company will be subject to will be 120 days.
|
10.4 |
In addition, in the event of termination of the engagement between the parties by the Company under circumstance other than those specified in section 10.8 below, and provided that the engagement under this agreement has lasted more than one full year, the Management Company shall be entitled to payment of retirement bonus at an amount equal to six times the monthly consideration, and also to payment of the consideration for four months from the date of the termination of the engagement between the parties.
|
10.5 |
During the Advance Notice Period, the Management Company shall continue to provide the services to the Company in order to ensure the continued normal activities of the Company.
|
10.6 |
The Company may, at its own discretion, waive the provision of the services during some or all of the Advance Notice Period, and in such a case the Company shall pay to the Management Company the Consideration and all other rights specified in this agreement, in respect of the period for which it waived the provision of services.
|
10.7 |
If the Management Company fails to meet its obligation to give advance notice to the Company as provided above, the Management Company shall pay the Company an agreed compensation at an amount equal to the consideration that it would have received in respect of the Advance Notice Period which it failed to announce. The Company may deduct and/or offset the amount of the said agreed compensation from any payment it will be required to pay the Management Company.
|
10.8 |
Upon the fulfilment of at least one of the conditions set out below, the Company will be entitled to terminate this agreement with immediate effect, without being required to give advance notice or pay for an advance notice period, without detracting from any remedy to which the Company will be entitled pursuant to any law and/or agreement:
|
10.8.1 |
The Management Company and/or Mr. Williger were convicted of a criminal offense and/or a flagrant offense;
|
10.8.2 |
The Management Company and/or Mr. Williger have fundamentally breached a fundamental obligation pursuant to this agreement and did not rectify the said breach within 30 days from the day on which they received written notice to that effect from the Company.
|
10.8.3 |
Mr. Williger was declared bankrupt;
|
10.8.4 |
If a resolution is taken against the Management Company in an application for liquidation and/or appointment of a preliminary temporary liquidator, receiver, special manager, or an application for suspension of proceedings, or receiving order, or the commencement of rehabilitation procedures.
|
10.8.5 |
In the event that the Management will be prevented from providing the services due to the Mr. Williger's permanent incapacity and/or permanent loss of work capacity.
|
10.8.6 |
Under circumstances in which, had Mr. Williger been an employee of the Company, it would have had the right to terminate his employment while revoking some or all of his severance pay.
|
10.9 |
No later than 5 business days after the date of the termination of the provision of the services for any reason whatsoever, the Management Company will deliver to the Company all the documents, information, other confidential materials, professional and/or business material and/or photocopies and/or any other copies thereof, as well as any other materials, that the Company or Mr. Williger received or prepared in connection with the provision of the services until they were discontinued; the Management Company and Mr. Williger shall not retain any such information and/or materials or any copies of photocopies thereof.
|
10.10 |
In the event that the engagement with the Management Company is terminated for any reason whatsoever, the Company shall pay to the Management Company all the amounts it was entitled to receive under this agreement through the date of termination of the agreement; the Management Company will not be entitled to any further payments and/or compensation in respect of the termination of the engagement.
|
11. |
The nature of the relationship between the parties
|
11.1 |
The Company, the Management Company and Mr. Williger, declare and approve, jointly and severally, that the services pursuant to this agreement shall be provided to the Company under Mr. Williger’s status as a self-employed person and that there is no employer-employee relationship between the Company and/or anyone acting on its behalf and Mr. Williger, nor will there be such a relationship in the future. The Company and/or anyone acting on its behalf are not liable towards Mr. Williger in connection with any duty, responsibility or liability, which an employer has towards its employees, including in relation to severance pay and/or any payment and/or right that an employee is entitled to under any law and/or practice.
|
11.2 |
The Consideration and all other amounts payable in respect of the provision of the services specified in this agreement were determined, among other things, based on the assumption that the Management Company and Mr. Williger and/or any of them are not employees of the Company. Therefore, it is expressly agreed that the Management Company and/or Mr. Williger shall indemnify the Company immediately upon first demand, for any lawsuit, if any, filed by Mr. Williger and/or any of them and/or anyone acting on their behalf against the Company in connection with employer-employee relationship; indemnity will include the full amount specified in the lawsuit with the addition of interest, linkage differences and any expense incurred by the Company in respect thereof; Mr. Williger shall be precluded from raising any claims against the Company with regard to any demand that the Company makes against him in connection with such a lawsuit.
|
11.3 |
Without derogating from the aforesaid, if a competent authority, including a court (and an arbitrator or a mediator) decides that despite of the agreement between the parties there were employer-employee relationships between Mr. Williger and the Company and/or a Company under its control and/or a related company thereof, then the Consideration in respect of the provision of the services shall amount to NIS 40 thousand in respect of 60% of a full-time position; this provision will apply with retroactive effect as from the date of commencement of the engagement as specified in section 10.1 above, without the Management Company and/or Mr. Williger raising any claims in connection with the aforesaid. In such a case, the parties will settle accounts as required from the determination of the nature of the relationship between them; and accordingly, all amounts that were paid in excess of the amount specified above in gross terms shall be considered as contribution towards social benefits, other benefits and rights pertaining to employer-employee relationship.
|
12. |
Confidentiality and non-competition
|
12.1 |
The Management and Mr. Williger declare, warrant and approve, jointly and severally, that they are aware that all the information that they will receive due to and/or in the process of the provision of the services, including information prepared by them and which pertains to the Company and/or its businesses and/or its clients and/or its matters and/or its activity and/or transactions, including potential transactions, the Company’s clients, work procedures, clients list, supplier list and information relating thereto, Company’s shareholders and/or its employees, work methods, methodology, work relations ,etc. (hereafter –“
the Information
”), is confidential and shall remain the exclusive property of the Company and can only be used and brought to the attention of the Management Company and Mr. Williger in connection with the provision of the services pursuant to this agreement.
|
12.1 |
The Management Company and Mr. Williger undertake, jointly and severally, to use the Information only for the purpose of providing the services to the Company and to maintain full and complete confidentiality regarding the Information, not disclose the Information to any third party and/or to publish it, whether directly or through others, and not to use it for any purpose other than the provision of the services to the Company.
|
12.3 |
The Management Company and Mr. Williger undertake, jointly and severally, that they will not remove from the Company’s offices any equipment, parts of equipment, documents, copies of documents, videos, photographic films, recording tapes, software, programs, plans, drawings, working papers that belong to the Company, it clients and/or to other persons, bodies and/or entities related to the Company in any way and/or to copy and/or to otherwise duplicate, including by way of magnetic duplication, such documents or information, unless they do so for the purpose of providing the services to the Company and/or in accordance with its instructions.
|
12.4 |
Without detracting from the above, the Management Company and Mr. Williger undertake, jointly and severally, that during the term of the agreement they will not address and/or contact and/or engage and/or provide services, whether directly or indirectly, to Company’s present and former clients and/or suppliers and/or its employees and/or anyone to whom the Company rendered services and will not accept any approaches or proposals they receive therefrom.
|
12.5 |
The Management Company and Mr. Williger’s obligations regarding confidentiality and non-competition as set out above, shall apply both in relation to the Company and in relation to its related companies, as described above.
|
13. |
Applicable law
|
14. |
Sundry
|
14.1 |
The parties undertake to act mutually and in good faith to achieve the correct, just and efficient execution of this agreement, and for that purpose the parties undertake to sign any document and to present themselves before any authority, as required.
|
14.2 |
Any modification, amendment and/or addition to the agreement shall only become effective and considered as executed if they are agreed to in writing and signed by both parties.
|
14.3 |
No conduct by either party shall be deemed to be a waiver of any of its rights under this agreement and/or under any law, or as waiver or acceptance of any breach or non-fulfillment of the terms of the agreement by the other party or as extension, deferral, modification, revocation or addition of any condition, unless agreed to expressly and in writing.
|
14.4 |
For purposes of this agreement, the addresses of the parties shall be the addresses set by the parties in the re
cital to this agreement.
|
14.5 |
This Agreement constitutes the entire agreement and understanding between the parties to this agreement regarding the subjects discussed therein and it supersedes any representation, agreement, negotiation, practice, letter of understanding, memorandum of principle, proposal, plan, summary of discussion, letter of intent and an undertaking, whether written or oral, that had existed or exchanged between the parties regarding the said subjects prior to signing this agreement.
|
/s/ Michael Luboschitz /s/ Amir Kaplan | /s/ Zwi Williger | |
The Company
|
The Management Company
|
|
Approval by Mr. Williger
I, the undersigned, Zwi Williger, i.d. no. 53339305, hereby undertake to comply with all the provisions of this agreement and particularly with all the provisions of a personal nature, including, but not only, the provisions of sections 3, 4, 11 and 12 and their subsections.
|
||
/s/ Zwi Williger | ||
Mr. Zwi Williger
|
BETWEEN:
|
G. Willi-Food International Ltd.
|
public company no. 520043209
|
|
Of 4 Nahal Harif Street, Yavne
|
|
(hereafter: "the Company")
|
AND
|
Yossi Willi Management and Investments Ltd.
|
private company no. 512416033
|
|
Of 76 Kaplan Street, Herzliya
|
|
(hereafter: "the Management Company")
|
Whereas: |
The Company is a public company engaged in import, marketing and distribution of food products;
|
Whereas: |
The management Company is a private company owned by Mr. Joseph Williger, i.d. no. 54248307 (hereafter: “
Mr. Williger
”);
|
Whereas: |
On 17.10.2017, the general meeting of the Company approved the terms of office of Mr. Williger as the joint Chairman of the Board of Directors of the Company, as described below, as from 13.8.17;
|
Whereas: |
Mr. Williger wishes to serve as the joint Chairman of the Board of Directors through a management company, such that no employer-employee relationships will apply between Mr. Williger and the Company;
|
Whereas: |
The parties wish to set out and regulate the terms of the engagement between them, all as described in this agreement below.
|
1. |
Recital
|
1.1 |
The recital to this agreement constitutes an integral part thereof.
|
1.2 |
The headings of the clauses to this agreement are for ease of reference only and shall not limit or affect the meaning or interpretation of the said clauses.
|
2. |
The applicability of other documents
|
3. |
The purpose of the engagement and the scope of services
|
3.1 |
The Management Company shall provide to the Company management services through Mr. Joseph Williger, who will serve as a joint Chairman of the Board of Directors in the Company (hereafter: (“the Services”).
|
3.2 |
The Services shall be provided at the scope as required from time to time, which will not be less than the equivalent of 60% of a full-time position.
|
3.3 |
Notwithstanding the above, it is hereby clarified that the services and roles as part of which they will be rendered require the investment of strenuous work and long hours, and accordingly the Management Company and Mr. Williger undertake to provide the services at the scope of hours that will be required, including during additional and/or exceptional hours and days and/or on the weekly day of rest and/or during festivals, and they declare that there is no impediment to do so. The Management Company and Mr. Williger undertake to provide the services to the Company in accordance with the provisions of any law, as shall be in force over the course of the term of the agreement, in accordance with the provisions of this agreement and according to the instructions of the Company’s Board of Directors.
|
3.4 |
The Management Company and Mr. Williger shall be subject to supervision and audit of the Company’s Internal Auditor. The Management Company and Mr. Williger undertake to cooperate with the Internal Auditor and to comply with all of his requests.
|
4. |
Declarations and undertakings of the Management Company and Mr. Williger
|
4.1 |
The Management Company is a limited liability company fully-owned and fully controlled by Mr. Williger and it shall remain so throughout the term of the agreement.
|
4.2 |
That provisions of this agreement shall also apply personally, jointly and severally, to Mr. Williger and accordingly, the provisions of this agreement apply to him as well.
|
4.3 |
That Mr. Williger has elected to provide the services to the Company through the Management Company, under his status as a self-employed person, and the meaning of this choice by Mr. Williger is that the Management Company and Mr. Williger, jointly and severally, shall not be entitled, now or in the future, to any rights arising from employer-employee relationship and that Mr. Williger has elected, without coercion or pressure, to provide the services to the Company through the Management Company and not as an employee of the Company, with all that this entails.
|
4.4 |
The Management Company is lawfully registered with all the relevant authorities as required by law, including with the Value Added Tax Authority, National Insurance and the Income Tax Authority.
|
4.5 |
The Management Company and Mr. Williger shall provide the services solely through Mr. Williger and will not endorse and/or assign the services or any part thereof to any other party. The Management Company and Mr. Williger undertake not to appoint or employ for the purpose of provision of the services any other person or legal entity except for Mr. Williger.
|
4.6 |
The Williger has the experience, knowledge and the professional capabilities to provide the services referred to in this agreement and to fulfil all his obligations and the obligations of the Management Company pursuant to this agreement.
|
4.7 |
To dedicate their skills, time and energy to fulfil their obligations pursuant to this agreement and to comply with the provisions of this agreement skillfully, dedicatedly, faithfully and in good faith, all in accordance with the directions of the Company’s Board of Directors as given from time to time, and subject to any procedure, standard or legal provision, to the satisfaction of the Company and in order to promote the Company’s interests.
|
4.8 |
That Mr. Williger is in good health and is medically fit to fulfil all the obligations of the Management Company and Mr. Williger, in accordance with the provisions of this agreement.
|
4.9 |
To act for the Company faithfully and diligently without preferring their interest over the interest of the Company. In providing the services, the Management Company and Mr. Williger will avoid situations of conflict of interest with the Company.
|
4.10 |
To report to the Company immediately and without delay of any matter or issue in which they have a personal interest and/or any matter that might cause conflict of interest with the provision of services to the Company, and in such a case, to act according to the instructions of the Company and its legal advisor.
|
4.11 |
That as of the date of this agreement there are no matters or issues that may cause conflict of interest under this agreement.
|
4.12 |
To act in good faith and reasonably, in a professional and skilled manner, as one may expect from senior office holders in the Company who hold managerial positions, in order to achieve the objective of the engagement and for the benefit of the Company.
|
4.13 |
That they know the extent of their duties in connection with the provision of the services to the Company, including the loyalty and fiduciary duties and the duty to act for the benefit of the Company, and that they are proficient with all the procedures, regulations and law provisions, which are relevant for the provision of the services.
|
4.14 |
That there is no legal and/or contractual and/or other prohibition, restriction or impediment on the performance of their obligations pursuant to this agreement and their engagement in this agreement and the fulfilment of their obligations thereunder do not breach any other contract or obligation they have to any third party, including breach of confidentiality and non-competing obligations.
|
4.15 |
That during the period of provision of services to the Company they will not engage in any manner whatsoever (whether directly or indirectly), whether with or without consideration, in any job or vocation which may constitute competition to the Company's business, whether as hired employees, self-employed persons, service providers who provide advisory services, or in any other way.
|
4.16 |
Not to receive any consideration and/or benefit in connection with the provision of the services from any entity and/or person with whom he will be in contact during and/or as part of and/or as a result of the provision of the services, including suppliers, clients and other service providers of the Company.
|
4.17 |
That they will use the Company’s equipment and property, including the means made available to them for the purpose of providing the services, solely for the purpose of providing the services, and they undertake not to make any other use of those equipment and property, except for reasonable private use by the manager.
|
4.18 |
That they are aware that the Company is a public company as defined in the Companies Law, 1999 (hereafter: “
the Companies Law
”) and therefore they are aware that they are subject to provisions and restrictions by virtue of the Securities Law, 1968 (hereafter: “
the Securities Law
”) and the Companies Law and the regulations promulgated thereunder, the guidelines of the Securities Authority and the Regulations of the Tel Aviv Stock Exchange Ltd. and its directives, as may be from time to time, including and without derogating from the generality of the above, as follows: (1) restrictions as to carrying out transactions with the securities of the Company or the parent company, including sale and purchase transactions; (2) restrictions on use or transfer of inside information, including restrictions regarding carrying out of transactions in the Company’s security or a different security for which the Company’s security is the underlying asset, in breach of the provisions of the Securities Law, where they should have known that they or the Company are in possession of inside information; (3) provisions regarding the date of filing a report to the Company regarding the holding of securities of the Company and/or the parent company, or the carrying out of transactions with those securities and the details of such transactions, and also provisions regarding the date of filing a report to the Company regarding the details of the contractor and changes therein, where the Company is required to disclose those details to the public.
|
4.19 |
That for the entire period of engagement under this agreement, the Management Company shall pay Mr. Williger his salary and other rights to which he is entitled, including social benefits and tax payments (national insurance, income tax and medical insurance) at least at the rate prescribed by law and/or personal agreement and/or expansion order, as the case may be.
|
4.20 |
That the relationship between the Company and the Management Company will be a relationship between a client and independent contractor and there will be no employer-employee relationship between the Management Company and the Company or between Mr. Williger and the Company, as described in detail in section 11 below.
|
5. |
Declarations and undertakings of the Company
|
6. |
Monthly consideration
|
6.1 |
The Management Company shall be entitled to a consideration of NIS 60,000 per month plus VAT (hereafter: “
the Consideration
”) in respect of the provision of the services to the Company and the fulfilment of all Management Company’s obligations pursuant to this agreement.
|
6.2 |
The Consideration shall be paid until the 10
th
of every month, in respect of the services provided in the previous month and against a tax invoice issued as required by law.
|
6.3 |
In addition to the Consideration, the Management Company shall be entitled to payment of annual bonus and compensation in respect of participation in the meetings of the Board of Directors and/or its committees in accordance with the minimal rate set in the Companies Regulations (Rules Regarding Compensation and Expenses of an External Director), 2000, taking into account the scope of the Company’s shareholders’ equity, as shall be from time to time and in accordance with the provisions of the said regulations.
|
6.4 |
The Management Company and Mr. Williger alone shall bear any tax and/or any other payment of any type, if any, that will be levied on the monthly Consideration and/or the expenses, as described below.
|
6.5 |
The Management Company and Mr. Williger will not be entitled to receive any other payment and/or amount and/or consideration from the Company in respect of the provision of the services in addition to the Consideration, the expenses and the annual bonus as described in this agreement.
|
6.6 |
Mr. Williger will be included in the office holders’ insurance of the Company and its subsidiaries, as applicable to all other office holders and directors of the Company. Mr. Williger will also be entitled to exemption and indemnification pursuant to the letter of exemption and indemnification that was approved by the general meeting of the Company’s shareholders on 20.7.05 in respect of all other office holders and directors of the Company.
|
7. |
Expenses
|
7.1 |
The Company shall make available to the Management Company a car to be used by Mr. Williger, at a value that will not exceed NIS 400 thousand and shall bear all expenses relating to the use of this car (excluding fines and parking tickets) and including the applicable tax expenses. If Mr. Williger asks for a car, the value of which is more than NIS 400 thousand, the Management Company shall pay the cost of the car in excess of NIS 400 thousand.
|
7.2 |
Furthermore, the Management Company shall be entitled to reimbursement of reasonable expenses that it expensed in Israel or abroad in connection with the provision of the services to the Company (telephone expenses, subsistence and staying expenses, as applicable), as is the normal practice in the Company and in accordance with the Company’s compensation policy, as shall be from time to time.
|
8. |
Annual bonus
|
8.1 |
If the Company’s annual consolidated operating profit amounts to NIS 15 million or more, before payment of bonuses to Company’s office holders, the Management Company shall be entitled to payment of a graduated annual bonus, as specified below:
|
8.1.1 |
2% of the operating profit of the Company before bonuses in respect of a total of NIS 10 million.
|
8.1.2 |
3% of the operating profit of the Company before bonuses in respect of the amount in excess of NIS 10 million and up to NIS 15 million.
|
8.1.3 |
4% of the operating profit of the Company before bonuses in respect of the amount in excess of NIS 15 million and up to NIS 20 million.
|
8.1.4 |
5% of operating profit of the Company before bonuses in respect of any amount in excess of NIS 20 million.
|
8.2 |
To remove any doubt, the annual bonus amount for each year will not exceed a total of NIS 720,000.
|
8.3 |
In the event that the services are diminished and/or reduced and/or terminated under the circumstance set out in section 10.2 below before the end of a calendar year, the annual bonus shall be paid in respect of the period during which the services were actually provided over the course of that calendar year.
|
8.4 |
In the event that the services are diminished and/or reduced and/or terminated under the circumstance set out in section 10.8 below, the Company may revoke the payment of the annual bonus, in whole or in part.
|
9. |
Compensation and insurance
|
10. |
Term and termination of the agreement
|
10.1 |
This agreement is effective as from 13.8.17 until it is terminated pursuant to the provisions of the agreement or the law.
|
10.2 |
Each of the parties shall be entitled to terminate the engagement between the parties at any given time without giving any reason, by giving a 90-day written advance notice (hereafter – “
the Advance Notice Period
”).
|
10.3 |
As from the second year of the engagement between the parties pursuant to this agreement, the Advance Notice Period that the Company will be subject to will be 120 days.
|
10.4 |
In addition, in the event of termination of the engagement between the parties by the Company under circumstance other than those specified in section 10.8 below, and provided that the engagement under this agreement has lasted more than one full year, the Management Company shall be entitled to payment of retirement bonus at an amount equal to six times the monthly consideration, and also to payment of the consideration for four months from the date of the termination of the engagement between the parties.
|
10.5 |
During the Advance Notice Period, the Management Company shall continue to provide the services to the Company in order to ensure the continued normal activities of the Company.
|
10.6 |
The Company may, at its own discretion, waive the provision of the services during some or all of the Advance Notice Period, and in such a case the Company shall pay to the Management Company the Consideration and all other rights specified in this agreement, in respect of the period for which it waived the provision of services.
|
10.7 |
If the Management Company fails to meet its obligation to give advance notice to the Company as provided above, the Management Company shall pay the Company an agreed compensation at an amount equal to the consideration that it would have received in respect of the Advance Notice Period which it failed to announce. The Company may deduct and/or offset the amount of the said agreed compensation from any payment it will be required to pay the Management Company.
|
10.8 |
Upon the fulfilment of at least one of the conditions set out below, the Company will be entitled to terminate this agreement with immediate effect, without being required to give advance notice or pay for an advance notice period, without detracting from any remedy to which the Company will be entitled pursuant to any law and/or agreement:
|
10.8.1 |
The Management Company and/or Mr. Williger were convicted of a criminal offense and/or a flagrant offense;
|
10.8.2 |
The Management Company and/or Mr. Williger have fundamentally breached a fundamental obligation pursuant to this agreement and did not rectify the said breach within 30 days from the day on which they received written notice to that effect from the Company.
|
10.8.3 |
Mr. Williger was declared bankrupt;
|
10.8.4 |
If a resolution is taken against the Management Company in an application for liquidation and/or appointment of a preliminary temporary liquidator, receiver, special manager, or an application for suspension of proceedings, or receiving order, or the commencement of rehabilitation procedures.
|
10.8.5 |
In the event that the Management will be prevented from providing the services due to the Mr. Williger's permanent incapacity and/or permanent loss of work capacity.
|
10.8.6 |
Under circumstances in which, had Mr. Williger been an employee of the Company, it would have had the right to terminate his employment while revoking some or all of his severance pay.
|
10.9 |
No later than 5 business days after the date of the termination of the provision of the services for any reason whatsoever, the Management Company will deliver to the Company all the documents, information, other confidential materials, professional and/or business material and/or photocopies and/or any other copies thereof, as well as any other materials, that the Company or Mr. Williger received or prepared in connection with the provision of the services until they were discontinued; the Management Company and Mr. Williger shall not retain any such information and/or materials or any copies of photocopies thereof.
|
10.10 |
In the event that the engagement with the Management Company is terminated for any reason whatsoever, the Company shall pay to the Management Company all the amounts it was entitled to receive under this agreement through the date of termination of the agreement; the Management Company will not be entitled to any further payments and/or compensation in respect of the termination of the engagement.
|
11. |
The nature of the relationship between the parties
|
11.1 |
The Company, the Management Company and Mr. Williger, declare and approve, jointly and severally, that the services pursuant to this agreement shall be provided to the Company under Mr. Williger’s status as a self-employed person and that there is no employer-employee relationship between the Company and/or anyone acting on its behalf and Mr. Williger, nor will there be such a relationship in the future. The Company and/or anyone acting on its behalf are not liable towards Mr. Williger in connection with any duty, responsibility or liability, which an employer has towards its employees, including in relation to severance pay and/or any payment and/or right that an employee is entitled to under any law and/or practice.
|
11.2 |
The Consideration and all other amounts payable in respect of the provision of the services specified in this agreement were determined, among other things, based on the assumption that the Management Company and Mr. Williger and/or any of them are not employees of the Company. Therefore, it is expressly agreed that the Management Company and/or Mr. Williger shall indemnify the Company immediately upon first demand, for any lawsuit, if any, filed by Mr. Williger and/or any of them and/or anyone acting on their behalf against the Company in connection with employer-employee relationship; indemnity will include the full amount specified in the lawsuit with the addition of interest, linkage differences and any expense incurred by the Company in respect thereof; Mr. Williger shall be precluded from raising any claims against the Company with regard to any demand that the Company makes against him in connection with such a lawsuit.
|
11.3 |
Without derogating from the aforesaid, if a competent authority, including a court (and an arbitrator or a mediator) decides that despite of the agreement between the parties there were employer-employee relationships between Mr. Williger and the Company and/or a Company under its control and/or a related company thereof, then the Consideration in respect of the provision of the services shall amount to NIS 40 thousand in respect of 60% of a full-time position; this provision will apply with retroactive effect as from the date of commencement of the engagement as specified in section 10.1 above, without the Management Company and/or Mr. Williger raising any claims in connection with the aforesaid. In such a case, the parties will settle accounts as required from the determination of the nature of the relationship between them; and accordingly, all amounts that were paid in excess of the amount specified above in gross terms shall be considered as contribution towards social benefits, other benefits and rights pertaining to employer-employee relationship.
|
12. |
Confidentiality and non-competition
|
12.1 |
The Management and Mr. Williger declare, warrant and approve, jointly and severally, that they are aware that all the information that they will receive due to and/or in the process of the provision of the services, including information prepared by them and which pertains to the Company and/or its businesses and/or its clients and/or its matters and/or its activity and/or transactions, including potential transactions, the Company’s clients, work procedures, clients list, supplier list and information relating thereto, Company’s shareholders and/or its employees, work methods, methodology, work relations ,etc. (hereafter –“
the Information
”), is confidential and shall remain the exclusive property of the Company and can only be used and brought to the attention of the Management Company and Mr. Williger in connection with the provision of the services pursuant to this agreement.
|
12.1 |
The Management Company and Mr. Williger undertake, jointly and severally, to use the Information only for the purpose of providing the services to the Company and to maintain full and complete confidentiality regarding the Information, not disclose the Information to any third party and/or to publish it, whether directly or through others, and not to use it for any purpose other than the provision of the services to the Company.
|
12.3 |
The Management Company and Mr. Williger undertake, jointly and severally, that they will not remove from the Company’s offices any equipment, parts of equipment, documents, copies of documents, videos, photographic films, recording tapes, software, programs, plans, drawings, working papers that belong to the Company, it clients and/or to other persons, bodies and/or entities related to the Company in any way and/or to copy and/or to otherwise duplicate, including by way of magnetic duplication, such documents or information, unless they do so for the purpose of providing the services to the Company and/or in accordance with its instructions.
|
12.4 |
Without detracting from the above, the Management Company and Mr. Williger undertake, jointly and severally, that during the term of the agreement they will not address and/or contact and/or engage and/or provide services, whether directly or indirectly, to Company’s present and former clients and/or suppliers and/or its employees and/or anyone to whom the Company rendered services and will not accept any approaches or proposals they receive therefrom.
|
12.5 |
The Management Company and Mr. Williger’s obligations regarding confidentiality and non-competition as set out above, shall apply both in relation to the Company and in relation to its related companies, as described above.
|
13. |
Applicable law
|
14. |
Sundry
|
14.1 |
The parties undertake to act mutually and in good faith to achieve the correct, just and efficient execution of this agreement, and for that purpose the parties undertake to sign any document and to present themselves before any authority, as required.
|
14.2 |
Any modification, amendment and/or addition to the agreement shall only become effective and considered as executed if they are agreed to in writing and signed by both parties.
|
14.3 |
No conduct by either party shall be deemed to be a waiver of any of its rights under this agreement and/or under any law, or as waiver or acceptance of any breach or non-fulfillment of the terms of the agreement by the other party or as extension, deferral, modification, revocation or addition of any condition, unless agreed to expressly and in writing.
|
14.4 |
For purposes of this agreement, the addresses of the parties shall be the addresses set by the parties in the re
cital to this agreement.
|
14.5 |
This Agreement constitutes the entire agreement and understanding between the parties to this agreement regarding the subjects discussed therein and it supersedes any representation, agreement, negotiation, practice, letter of understanding, memorandum of principle, proposal, plan, summary of discussion, letter of intent and an undertaking, whether written or oral, that had existed or exchanged between the parties regarding the said subjects prior to signing this agreement.
|
/s/ Michael Luboschitz /s/ Amir Kaplan | /s/ Joseph Williger | |
The Company
|
The Management Company
|
|
Approval by Mr. Williger
I, the undersigned, Joseph Williger, i.d. no. 54248307, hereby undertake to comply with all the provisions of this agreement and particularly with all the provisions of a personal nature, including, but not only, the provisions of sections 3, 4, 11 and 12 and their subsections.
|
||
/s/ Joseph Williger | ||
Mr. Joseph Williger
|
Name of the Company
|
Country of
Incorporation
|
Percentage of
Ownership
Interest
|
||||
Subsidiaries:
|
||||||
W.F.D. (import, marketing and trading) Ltd.
|
Israel
|
100
|
%
|
|||
B.H. W.F.I. Ltd.
|
Israel
|
100
|
%
|
|||
Gold Frost Ltd.
|
Israel
|
100
|
%
|
|||
Gold Frost Subsidiaries:
|
||||||
Willi-Food Quality Cheeses Ltd.
|
Israel
|
100
|
%
|
|||
Gold Frost Cheeses World Ltd.
|
Israel
|
100
|
%
|
|||
Gold Cheeses Ltd.
|
Israel
|
100
|
%
|
|||
Cheeses Farm Ltd.
|
Israel
|
100
|
%
|
1. |
I have reviewed this annual report on Form 20-F of G. Willi-Food International Ltd.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and we have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5. |
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
By:
/s/ Michael Luboschitz
|
|
Name: Michael Luboschitz
|
|
Title: Chief Executive Officer
|
1. |
I have reviewed this annual report on Form 20-F of G. Willi-Food International Ltd.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and we have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c. |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d. |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
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5. |
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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By:
/s/ Amir Kaplan
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Name: Amir Kaplan
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Title: Chief Financial Officer
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By:
/s/ Michael Luboschitz
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Name: Michael Luboschitz
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Title: Chief Executive Officer
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By:
/s/ Amir Kaplan
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Name: Amir Kaplan
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Title: Chief Financial Officer
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