BSD Crown Ltd.
(LSE: BSD)
(the “Company”)
Tender offer for
shares in the Company by Yossi Willi Management and Investments
Ltd
Ramat
Gan, Israel, 22 September 2016
The Israeli lawyers to Yossi Willi Management and Investments
Ltd (“YWMI”) yesterday informed the Company that on
20 September 2016, YWMI made a cash
offer (the "Offer") to holders of ordinary shares in the
capital of the Company to acquire not less than seventeen and three
quarters (17.75) per cent. and up to twenty (20) per cent. of the
voting rights of the Company, subject to the terms and conditions
of the Offer. YWMI's intention to make the Offer was previously
referred to by the Company in its announcements of 2, 6 and
21 September 2016.
The Company has been asked to make available a copy of the Offer
document published by YWMI in respect of the Offer on its website
(www.bsd-c.com), together with a tender form and tax declaration
form for use in connection with the Offer, available - these
documents are now available on the Company’s website.
The Offer values each share of the Company at GBP 27.5 pence (the “Offer Price”), which
is higher than the amount previously notified to the Company (GPB
25 pence) and referenced in its
announcement of 2 September 2016.
Although the Company's board of directors is not required by law
to state its position vis-à-vis the Offer given that the Offer does
not constitute a “special tender offer” under Israeli Companies
Law, the board believes that the following information should be
provided to the Company’s shareholders:
1.As previously announced, Israel 18, which holds 43.5 per cent. of the
Company’s shares directly and indirectly, is currently involved
in court proceedings before the Economic Department of the
Tel-Aviv District Court (the
"Court") with Mr. Naftali
Shani and Adv. Arnon Gicelter (the "Petitioners"),
which may result in such holdings being sold through an auction
which is being conducted by the the Court to satisfy a debt owed to
the Petitioners by Israel 18.
2.Offers have been lodged with the Court as part of the auction
process to purchase Israel 18’s
shares at prices ranging between US$25M and
US$35M, which is equivalent to a between price per share of
GBP 47 pence and GBP 66 pence.
3.YWMI is controlled by Yossi
Williger, who is the brother of Mr. Zvika Williger. Zvika
Williger is participating in the auction process and has
made a bid to buy Israel 18’s
shares for US$25M, which is
equivalent to a price per share of GBP
47 pence.
4.The auction process is due to take place in the Court on
27 September 2016.
5.The Offer made by YWMI does not currently require a special
tender offer; however, in the event that Zvika Williger wins the auction, YWMI’s tender
offer, based on the opinion provided to the Company by Professor
Ehud Kamar of Tel-Aviv University, would mean that the Offer
would need to be revised to comprise a special tender offer under
Israeli Companies Law.
6.Furthermore, as previously announced, the Company has filed a
claim against Israel 18 for an
amount of US$13M and currently has a
lien over any shares sold by Israel 18 in the auction process following the
repayment of the debts secured against such shares.
7.At this time, the Company does not know if the auction will
take place or the likely outcome of such auction.
8.Shareholders should also be aware that under the UK Listing
Rules, in the event that the percentage of shares in public hands
falls below 25 per cent., the UK Financial Conduct Authority has
the power to cancel the Company’s listing. If the listing is
cancelled there will no longer be an exchange on which the
Company’s shares can be readily traded. Trading of the shares
remains currently suspended pending the Company filing its audited
accounts.
Enquiries:
Gregory Gurtovoy, Chairman of the
Board: office@bsd-c.com