G Willi Food International Ltd 20-F/A, filed Jan 21, 2020
G Willi Food International Ltd (WILCF)
20-F/A
2020-01-21
For: 2018-12-31
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Added on
August 22, 2026
About this 20-F/A
G Willi Food International Ltd filed this 20-F/A on January 21, 2020, covering the fiscal year ended December 31, 2018.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 2)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ________
Commission File No. 000-29256
G. WILLI-FOOD INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter
and translation of Registrant’s name into English)
(Exact name of Registrant as specified in its charter
and translation of Registrant’s name into English)
Israel
(Jurisdiction of incorporation or organization)
4 Nahal Harif St., Northern Industrial Zone, Yavne, 81106, Israel
(Address of principal executive offices)
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Yitschak Barabi, Finance Manager
4 Nahal Harif St. Northern Industrial Zone,
Yavne 81106, Israel
Tel: 972-8-932-1000
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(Name, Telephone, E-mail and/or Facsimile number and Address of Registrant's Contact Person)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
Name of each exchange on which
registered
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Ordinary Shares, NIS 0.10 par value per
share
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WILC
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Nasdaq Capital Market
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the Annual Report:
The registrant had 13,240,913 ordinary shares, NIS 0.10 nominal value per share as of December 31, 2018.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files):
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer ☐ Accelerated filer ☐
Emerging growth company ☐ Non-accelerated filer ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
International Financing Reporting Standards as issued by the International Accounting Standards Board ☒
Other ☐
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant
has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
Yes ☐ No ☒
EXPLANATORY STATEMENT
This Amendment No. 2 on Form 20-F/A (the “Amendment”) to the annual report on Form 20-F for the fiscal year ended December 31, 2018, filed on March 27, 2019 (the “Original Filing”), is being filed
by G. Willi-Food International Ltd. (the “Company”) solely to include a consent of the Company’s independent registered public accounting firm at Exhibit 15.(a).1.
Additionally, in connection with the filing of this Amendment, the Company is including certifications of the Company’s principal
executive officer and principal financial officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18
U.S.C.1350) as no financial statements are being filed with this Amendment.
This Amendment speaks as of the date of the Original Filing. Other than as described above, this Amendment does not, and does not purport to, amend, update or restate any information either in the
Original Filing or in Amendment No. 1 on Form 20-F/A to the annual report on Form 20-F for the fiscal year ended December 31, 2018 filed by the Company on November 4, 2019, or reflect any events that have occurred after the date of the Original
Filing.
ITEM 19. EXHIBITS
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Exhibit
Number
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Description
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| 2.1 |
Specimen of Certificate for ordinary shares (1)
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Lease agreement for Logistics Center between the Company and Gold Frost dated February 16, 2006 (2).
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†
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English translations from Hebrew original.
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(1)
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Incorporated by reference to the Company’s Registration Statement on Form F-1, File No. 333-6314.
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(2)
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Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005.
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(3)
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Incorporated by reference to the Company’s Registration Statement on Form F-3, File No. 333-138200.
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(4)
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Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013.
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(5)
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Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017.
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(6)
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Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018.
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(*)
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Filed Herewith
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F/A and has
duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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G. WILLI-FOOD INTERNATIONAL LTD.
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By:
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/s/ Michael Luboschitz | ||
| Michael Luboschitz | |||
| CEO | |||
Date: January 21, 2020
Exhibit 12.1
CERTIFICATION
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I, Michael Luboschitz, certify that:
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| 1. |
I have reviewed this annual report on Form 20-F/A of G. Willi-Food International Ltd.; and
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| 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.
Date: January 21, 2020
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By: /s/ Michael Luboschitz
Name: Michael Luboschitz
Title: Chief Executive Officer
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Exhibit 12.2
CERTIFICATION
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I, Yitschak Barabi, certify that:
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| 1. |
I have reviewed this annual report on Form 20-F/A of G. Willi-Food International Ltd.; and
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| 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.
Date: January 21, 2020
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By: /s/ Yitschak Barabi
Yitschak Barabi
Finance Manager
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Exhibit 15.(a).1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-199295 on Form S-8 of our report dated March 27, 2019,
relating to the financial statements of G. Willi-Food International Ltd. appearing in this Annual Report on Form 20-F/A of G. Willi-Food International Ltd. for the year ended December 31, 2018.
/s/ Ziv Haft
Ziv Haft
Certified Public Accountants (Isr)
BDO Member Firm
January 16, 2020
