B Communication — Regulatory Filings 2014

Apr 30, 2014

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2014

B COMMUNICATIONS LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel

(Address of Principal Executive Office)

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 ⌧ 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): 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)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No ⌧

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

B COMMUNICATIONS LTD.

The following exhibit is attached:

99.1 An immediate report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Negotiations for the sale of Yad2.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

B COMMUNICATIONS LTD. (Registrant) By: /s/ Doron Turgeman Doron Turgeman Chief Executive Officer

Date: April 30, 2014

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION 99.1 An immediate report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Negotiations for the sale of Yad2.

EXHIBIT 99.1

Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”),

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

Re: Immediate report – Negotiations for the sale of Yad2

Further to the immediate report of April 23, 2014 and the offers received by the Company, the Company provides an update that the subsidiary Walla! Communication Ltd. ("Walla") is advancing the negotiations with several potential buyers concerning the sale of Coral Tel Ltd. ("Coral Tel"), a private company wholly controlled by the Company (indirectly, via Walla), that operates the Yad2 website.

The Company emphasizes that no agreement for the sale has yet been reached, nor has any resolution approving the transaction been adopted by the competent organs at Walla and the Company. To the extent an agreement is executed, the consummation thereof shall be contingent upon receipt of the regulatory approvals.

According to the terms being negotiated, if and to the extent the transaction is completed, the Company expects a substantial profit as a result.

The Company will publish a supplementary report in the matter to the extent an agreement is executed and confirmed by the Company's Board of Directors.

The statements in this immediate report are forward looking information; as such term is defined in the Securities Law, 5728-1968, and is based on the Company's evaluations on the basis of the data currently in its possession. Such forward looking information may not materialize, or materialize differently from what is expected, according to the progress of the process and due to factors beyond the Company's control.

The above information constitutes a translation of Immediate Report published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.