B Communication — Notice of Dividend Amount 2015

Aug 31, 2015

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 August 2015

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 ☐

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): ☐

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 ☐ 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.

EXPLANATORY NOTE

The following exhibit is attached: EXHIBIT NO. DESCRIPTION

99.1 B Communications Announces Payment of Dividend.

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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: August 31, 2015

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 B Communications Announces Payment of Dividend.

4

EXHIBIT 99.1

B Communications Announces Payment of Dividend

A dividend of NIS 0.73 per share was approved by the Company's Board of Directors

Ramat Gan, Israel - August 31, 2015 - B Communications Ltd. (NASDAQ and TASE: BCOM) announced today that in a meeting held on this date, the Board of Directors of the Company, declared a dividend of NIS 0.73 per share (approximately $0.19 according to the rate of exchange on August 31, 2015) and approximately NIS 22 million (approximately $6 million) in the aggregate.

The actual amount of dividends to be paid in US$ will be converted from NIS based upon the representative rate of exchange published by the Bank of Israel on September 16, 2015. The dividend will be payable to all of the Company’s shareholders of record at the end of the NASDAQ trading day on September 16, 2015. The payment date will be September 29, 2015.

Doron Turgeman, CEO of B Communications said today: “The Board’s decision to distribute a dividend of NIS 22 million (approximately $6 million), as well as the decisions of the rating agencies to affirm our credit rating, reflects the significant improvements we have made to our capital structure. With our balance sheet in good shape, we believe now is the right time to return capital to our shareholders, while continuing to maintain sufficient resources to service our debt."

About B Communications Ltd.

B Communications is a holding company with a controlling interest in Israel’s largest telecommunications provider, Bezeq, The Israel Telecommunication Corp. (TASE: BEZQ). B Communications shares are traded on NASDAQ and the TASE under the symbol “BCOM.” For more information please visit the following Internet sites:

www.bcommunications.co.il www.ir.bezeq.co.il www.eurocom.co.il www.igld.com

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in B Communications' filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.

For further information, please contact:

Idit Cohen – IR Manager idit@igld.com / Tel: +972-3-924-0000

Investor relations contacts:

ISRAEL Hadas Friedman- Investor Relations Hadas@km-ir.co.il / Tel: +972-3-516-7620

INTERNATIONAL Brad Nelson – KCSA bnelson@kcsa.com/Tel: +1-212-896-1217