TIDMBSD
RNS Number : 4503W
Yossi Willi Management & Invs. Ltd
09 February 2017
YOSSI WILLI MANAGEMENT & INVESTMENTS LTD.
("YWMI")
REQUEST FOR A GENERAL MEETING OF THE SHAREHOLDERS OF B.S.D.
CROWN LIMITED
Yossi Willi Management and Investments Limited ("YWMI")
announces that on 7 February 2017 its legal representatives, Meitar
Liquornik Geva Leshem Tal, wrote on YWMI's behalf, to the directors
of B.S.D. Crown Limited ("BSD") to request the convening of a
General Meeting of the shareholders of BSD as soon as possible and
no later than April 1, 2017. A copy of that letter is attached to
this announcement.
YWMI, together with its parent company Y.M. Dekel Holdings and
Investment Limited, holds 27,979,678 shares in BSD, representing
approximately 25.4% of the issued share capital.
The General Meeting has been requested proposing:
i) the removal of all the incumbent non-external directors of
BSD;
ii) the nomination to the board of directors of: Shlomo Wertheim
(to serve as external director), Keren Marcus, Joseph Williger, Avi
Zigelman, Shmuel Messenberg; and
iii) that the nominated remuneration and benefits shall be as
determined by the external director in accordance the Israeli
Companies Regulations (Rules regarding Compensation and Expenses of
an External Director) 5760-2000.
For further information contact:
YOSSI WILLI MANAGEMENT & INVESTMENTS LTD
Yossi Williger +972 3639 5552
yossi@ydekel.co.il
GEORGESON
Domenic Brancati 020 7019 7003
Anthony Kluk 020 7019 7032
WITHOUT PREJUDICE
February 7, 2017
The Board of Directors
B.S.D. Crown Ltd.
7 Menachem Begin Road
Gibor Sport Tower (8(th) Floor)
Ramat Gan 5268102
Israel
Via Email (office@bsd-c.com; moran@bsd-c.com;
ykaiser@glusman.co.il)
Re: General Meeting of Shareholders of B.S.D Crown Ltd. (the
"Company")
Dear members of the Board of Directors of the Company,
We are sending this letter to you on behalf of our client, Yossi
Willi Management and Investments Ltd. ("Y.W Management"). While our
client is confident in the Company's prospects and potential for
growth, it is gravely concerned by recent developments and the
execution of the strategic direction of the Company and other value
detracting actions the current Board has undertaken.
For the reasons set forth herein, our client would like to
convene a General Meeting of Shareholders. The purpose of the
General Meeting is to replace the incumbent non-external directors
with candidates that have the knowledge, experience and market
understanding to implement an improved execution of the Company's
strategy and thereby improving value creation for all shareholders
by realising the Company's true potential.
The main concerns are as follows:
On July 5, 2016 the Company announced the results of the General
Meeting in which the following directors were appointed: Ms. Neomi
Enoch, Mr. Gil Leidner and Ms. Iris Even-Tov. Following
announcements released by the Company on August 12, 2016 and on
September 5, 2016, all the aforementioned directors resigned from
their position as directors (excluding Iris Even Tov, who was
appointed as an external director instead of non-external
director). Consequently, all of the currently serving directors are
persons that were not appointed by the shareholders but rather were
appointed by the Board. In addition, on November 28, 2016 the
Company announced that Mr. Zvi Shur resigned from his position as
an external director, so that there currently is only one external
director on the Board. The resignation of the appointed Board
members is a clear indication as to the lack of direction of the
Company and the poor show of confidence that these members had in
the Company. Furthermore, the lack of leadership at the helm of the
Company during such times of turbulence, coupled with the issues
set forth herein, are of great concern to our client.
On May 17, 2016 the Company announced in relation to certain
cash deposits held by the Company (approximately US$30 million)
with Meinl Bank in Austria ("Meinl") and following demands made by
the Company to Meinl, documents purporting to relate to these
deposits were received from Meinl, indicating that since 2013,
these deposits have been allegedly used as collateral for loans
taken by off-shore companies unknown to the Company. In addition,
on August 3, 2016 the Company announced that it has filed a claim
against Israel 18 B.V., the controlling shareholder of the Company
("Israel 18"), for the return of the sum of US$13.6 million, which
amount was deposited in the International Bank of Azerbaijan
("IBAR") by the Company, and which IBAR now claims has been used as
security for a loan taken by Israel 18. In addition, on September
5, 2016 the Company announced that cash deposits for the total
amount of approximately US$ 2.2M were transferred to Alko R Capta
LLP as an advance payment in relation to the proposed purchase by
the Company of certain car dealerships in the US. However, the
transaction was never consummated, and although the Company
demanded the return of these deposits, they were not returned.
These misappropriations of funds and the ongoing repatriation of
Company assets amount to approximately US$ 45M. These funds, which
have allegedly been funneled out to certain offshore companies,
cause ongoing difficulty to the Company's operations and hinder the
stability of the Company.
In addition, on February 19, 2016, the Israel Securities
Authority initiated an investigation against the Company as a
result of suspicions of certain breaches of Israeli securities laws
and criminal offenses. The Company also announced that a number of
officers and directors were questioned by the ISA, and that the
Chairman of the Board of Directors of the Company, Mr. Gregory
Gurtovoy, was detained. We note that Mr. Gregory Gurtovoy is also
the controlling shareholder of Israel 18, against which the Company
filed the forementioned claims, which puts Mr. Gurtovoy in a clear
conflict of interests. Therefore, our client believes that it is in
the best interest of the Company to convene a General Meeting of
the Shareholders of the Company in order to, inter alia, change the
composition of the Board of Directors and that the incumbent
directors should be replaced with directors that are not
affiliated, directly or indirectly, with the incumbent non-external
directors and/or Mr Gurtovoy.
On April 29, 2016, the Company announced that it will not be
able to publish its annual financial statements for the year ended
December 31, 2015 by April 30, 2016 (as required by the Listing
Rules and the Disclosure and Transparency Rules of the UKLA and the
London Stock Exchange) and that given the delay in publishing such
financial statements the Company requested that trading in its
shares be temporarily suspended as of such date. In addition, the
Company has not released any financial statements of the Company
for 2016, and has not indicated that it has any intention of
releasing them in the near future. In addition, there are currently
no indications as to the relisting of the Company's shares for
trade on the London Stock Exchange.
As of the date of this letter, our client (together with its
parent company, Y.M. Dekel - Holdings and Investments Ltd.) holds
an aggregate of 27,979,678 shares, which constitute approximately
25.4% of the Company's outstanding shares. As such, it is our
client's rights to demand the Company, and it is the Company's
obligation to convene, a General Meeting of the Shareholders of the
Company. In addition, pursuant to the Tel-Aviv District Court's
decision of January 26, 2017, the Court moved to require the
Company to convene a General Meeting of the Company no later than
April 1, 2017 (being 65 days from the date the motion was granted
by the court); the Company is therefore hereby requested by our
client to convene such meeting as soon as possible and, in any
event, to cause it to be held no later than on April 1, 2017.
The Company is further requested by our client to submit to the
approval of the Company's shareholders at such meeting (i) the
replacement of all the incumbent non-external directors and (ii)
the nomination of the following persons to the Company's Board of
Directors: Shmuel Messenberg, Keren Marcus, Avi Zigelman, Joseph
Williger and Shlomo Wertheim (the latter, to serve as an external
director), and to approve that their remuneration and benefits
shall be as determined for external directors in accordance with
the Companies Regulations (Rules regarding Compensation and
Expenses of an External Director), 5760-2000. The declarations and
biographies of the foregoing nominees are attached hereto as
Exhibit A.
The current Board of Directors is composed of members who have
not been appointed by the Company Shareholders, but rather by the
Board of Directors itself. Y.W Management believes that the
knowledge, experience and market understanding of the foregoing
nominees will bring a significant change in the direction of the
Company and to an improved execution of its strategy, and therefore
urges the Board of Directors to cooperate with this request, as
required by Israeli law.
In this regard, the Company (including the members of its Board
of Directors, management and employees) is hereby requested to take
all logistical and other actions necessary to convene a General
Meeting of Shareholders of the Company as requested above,
including but not limited to:
-- Preparing the notice of a General Meeting, form of proxy and
form of direction, as well as the notice to be published in
newspapers in Israel, on the Company's web site and on the
Regulatory News Service (RNS), in addition to any other materials
relevant to convening a General Meeting of Shareholders of the
Company;
-- Instructing the registrar of the Company's shares (the "Registrar") and the depository (the "Depository") of the Company's depository interests ("DIs"), to publish and deliver to all holders of Company shares and/or DIs, all of the above materials required to be delivered to them and all related materials sent by our client to the Registrar and the Depositary; and
-- Instructing the Registrar and the Depositary to collect from
the holders of the Company's shares and/or DIs, all forms of proxy
and forms of direction (as applicable) and any other materials to
be delivered thereto in connection therewith, and provide the
Company and the undersigned with tabulations of the votes and
indications of a personal interest set forth in such forms and
other materials.
Nothing in this letter shall be deemed to prejudice the rights
of our client in any manner.
Sincerely,
/s/ Meitar Liquornik Geva Leshem Tal
Law Offices
This information is provided by RNS
The company news service from the London Stock Exchange
END
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