UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2016
ALON
BLUE SQUARE ISRAEL LTD.
(translation of registrant’s name
into English)
EuroparkYakum, France Building,
Yakum 60972 Israel
(Address of principal executive offices)
Indicate by check mark
whether the registrant files or will file annual reports under cover of Form 20-F or Form 40 F:
Form 20-F
x
Form
40-F
o
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ______
Contact:
Alon Blue Square Israel Ltd.
Zehavit Shahaf, Adv.,
General Counsel and Corporate Secretary
Telephone: 972-9
-
9618504
Fax: 972-9- 9618636
Email
: zehavits@bsi.co.il
ALON BLUE SQUARE ISRAELAMERICAN
DEPOSITARY SHARES TO MOVE TO OVER-THE-COUNTER MARKET
YAKUM, Israel, May 26, 2016,
Alon Blue Square Israel Ltd. (NYSE: BSI) (the
"
Company
"
)
announced today that on May 25, 2015 the New York Stock Exchange (the "NYSE") delivered
a written notice to Alon Blue Square and issued a press release announcing that trading of the Company's American Depositary Shares
(ADSs) would be suspended immediately. The NYSE also announced that the staff of NYSE Regulation would commence proceedings to
delist the ADSs from the NYSE.
NYSE Regulation stated that
the Company is no longer suitable for listing and that pursuant to Listed Company Manual Section 802.01D, this decision was reached
in view of the fact that on May 25, 2016, the Company filed a revised motion with the District Court of Lod, Israel
for approval of a proposed debt reorganization. If the current plan of arrangement is implemented with the condition requested
by the investor, Mr. Moti Ben Moshe, this reorganization would result in nullification of the Company’s shares for no consideration.
Alternatively, the Company’s position is that it is highly unlikely that any alternative to this reorganization will leave
its shareholders with any economic value.
The NYSE has informed the Company
that application to the Securities and Exchange Commission to delist the ADSs is pending, subject to completion of applicable procedures,
including any appeal by the Company of the NYSE Regulation staff’s decision.
Alon Blue Square's
ADSs will commence trading on the over-the-counter ("OTC") market today, May 26, 2016, and its OTC ticker symbol will
be "BSRIY".
This transition to the over-the-counter
market does not affect the Company's business operations and will not change its registration with the Securities and Exchange
Commission.
* * * *
Alon Blue Square
Israel Ltd. (hereinafter: "Alon Blue Square") operates through subsidiaries. Continued operations - its Tel Aviv Stock
Exchange ("TASE") listed 53.92% subsidiary, Blue Square Real Estate Ltd., which owns, leases and develops income producing
commercial properties and projects. The others activities include the clearance of purchase coupons and operating the logistic
center in Beer Tuvia. Companies designated for sale – the 63.13% held subsidiary, Dor Alon Energy in Israel (1988) Ltd, listed
on the TASE, is one of the four largest fuel retail companies in Israel based on the number of petrol stations and a leader in
the field of convenience stores operating a chain of 211 petrol stations and 218 convenience stores in different formats in Israel,
and Na'aman Group (NV) Ltd., a 77.51% subsidiary listed on the TASE, operates specialist outlets in self-operation and franchises
and offers a wide range of "Non-Food" in the houseware and textile segment.
Forward-looking statements
This press release contains forward-looking
statements within the meaning of safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements may include, but are not limited to, plans or projections about our business, our future revenues, expenses and profitability.
Forward-looking statements may be, but are not necessarily, identified by the use of forward-looking terminology such as "may,"
"anticipates," "estimates," "expects," "intends," "plans," "believes,"
and words and terms of similar substance. Forward-looking statements involve known and unknown risks, uncertainties and other factors
that may cause actual events, results, performance, circumstance and achievements to be materially different from any future events,
results, performance, circumstance and achievements expressed or implied by such forward-looking statements. These risks, uncertainties
and other factors include, but are not limited to, the following: failure to reach a settlement with holders of our bank debt and
guaranteed bank debt and holders of our Series C Debentures as well as the trustees and creditors of Mega Retail and whether we
will continue operations; failure to satisfy all closing conditions for the proposed debt arrangement; acceptance by the court
of all or part of the claims made by the trustees of Mega Retail; exposure to third party claims for significant amount of Mega
Retail's outstanding debts and liabilities; financial and operational restrictions imposed by the proposed framework for debt repayment
with our financial creditors; failure to satisfy the NYSE requirements for continued listing; commitments to issue additional shares
which would dilute existing shareholdings and may lower the trading price of our securities; economic conditions in Israel which
may affect our financial performance; dependence of BSRE on Mega Retail as a lessee of its properties; our ability to compete
effectively with large fuel companies and our other competitors; enactment of new laws and regulations, including the enactment
of recommendations of governmental appointed committees and regulations with respect to the procurement of petroleum products by
fuel companies and the price of petroleum products that are subject to regulation; the effect of increases in oil, raw material
and product prices in recent years; and other risks, uncertainties and factors disclosed in our filings with the U.S. Securities
and Exchange Commission (SEC), including, but not limited to, risks, uncertainties and factors identified under the heading "Risk
Factors" in our annual report on Form 20-F for the year ended December 31, 2015. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this press release. Except for our ongoing obligations
to disclose material information under the applicable securities laws, we undertake no obligation to update the forward-looking
information contained in this press release.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.
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ALON BLUE SQUARE ISRAEL LTD.
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May 26, 2016
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By:
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/s/ Zehavit Shahaf
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Zehavit Shahaf, Adv.
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General Counsel and Corporate Secretary
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