BSD Crown Ltd.
(LSE: BSD)
(the “Company”)
Notice of an
Extraordinary General Meeting
Ramat Gan, Israel, 23 February
2017
The Company has today issued a Notice of Extraordinary General
Meeting ("Meeting").
The Meeting will be held at 9.00am
(BST) on 29 March 2017 at the
Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, United Kingdom.
The Meeting is convened for the purpose of seeking shareholders’
authority to approve the amendment of the Company's articles of
association, the appointment of certain external statutory
directors, the appointment and remuneration of auditors, and the
amendment of the Company's officers' remuneration policy.
In addition Yossi Willi Management and Investment Ltd. (the
“Requisitionist”) a Shareholder, has requisitioned an
extraordinary general meeting of the Company and is proposing
resolutions to seek shareholders’ authority to approve the
appointment of several individuals as directors of the Company and
the removal from office of all of the existing directors of the
Company (apart from the Company’s external director (Mrs.
Iris Even-Tov) who has a statutory
role under Israeli law).
Resolutions recommended for adoption
by the Company
- The Board is proposing to amend the Company's articles of
association in order to ensure that the Company’s management is
represented at all general meetings, including via
tele-conference.
- The Board is proposing to elect at least two of Mr. Gal Chet,
Mr. Yair Shilhav and Mr.
Shlomo Wertheim (the
"External Director Nominees") as external
directors of the Company. The Board believes that the appointment
of at least two of the External Director Nominees as external
directors of the Company complies with the provisions and
requirements under the Israeli Companies Law and that their skills
and capabilities would contribute to the Company’s on-going
business. The Board has also determined that the External Director
Nominees satisfy the requirements under the UK Corporate Governance
Code to serve on the Board as independent directors and that their
appointment will increase the level of independence of the
Board.
As required by the Israeli Companies Law, it is proposed that at
least two of the External Director Nominees be elected to serve the
office as external directors for an initial fixed term of three
years commencing on the date their election is approved by
Shareholders. If the election is approved by Shareholders, at least
two of Messrs. Chet, Shilhav and Wertheim will be appointed by the
Board to serve as members of each of the audit committee,
compensation committee and remuneration committee.
- As required by the Israeli Companies Law, at least once in
every three years, it is proposed to adopt the the Company’s
updated remuneration policy. A copy of the full English translation
of the Remuneration Policy is available in the notice in respect of
the Company's general meeting which has been sent to Company
Shareholders today.
- In order to allow the Company to make further progress,
finalise and publish its financial statements for the years ending
31 December 2015 and 31 December 2016, it is recommended to approve
the appointment of PWC Israel (Kesselman & Kesselman CPAs) as
the Company’s external auditors until the next annual general
meeting of the Company and to authorise the Board, with the
approval of the audit committee of the Board, to determine the
remuneration of the auditors
Resolutions proposed by the
Requisionist
The following resolutions are proposed by the Requisionist who,
in the opinion of the Board, is attempting to take over the control
and management of the Company:
- As a result of the Requisitionist’s request to replace each of
them, effectively requiring the re-election of Mr. Gregory Gurtovoy, Mr. Eli Arad, Mr. Nir
Netzer and Mr. Arik Safran as
directors of the Company. The directors will hold office until the
next annual general meeting of the Company.
- To elect Mr. Joseph Williger,
Mr. Shmuel Messenberg, Mr.
Avi Zigelman and Mrs. Keren Marcus as directors until the conclusion
of the next annual general meeting.
Further information regarding the background and experience of
certain of the directors proposed by the Requisitionist is
available in the notice in respect of the Company's general meeting
which has been sent to Company Shareholders today.
The Board also considers that the election of Mr. Joseph Williger, Mr. Shmuel Messenberg, Mr. Avi Zigelman and Mrs. Keren Marcus not to be in the best interests of
the Company and its Shareholders as a whole. The Board has taken
active steps to confirm the suitability of the Requisitionist’s
proposed directors, seeking information about them (in respect of
which no details have been provided) and requesting a meeting with
such proposed directors (which request was declined by the
Requisitionist through the Requisitionist’s legal counsel). The
Board does not know the proposed directors and does not have up to
date information about them. As such, the Board cannot, without the
additional information it requested but was denied, make an
assessment as to the suitability of such proposed directors to act
in the best interest of the Company and its Shareholders as a
whole. As such, the Board considers the appointment of all of the
Requisitionist’s proposed directors not to be in the best interests
of the Company and its Shareholders as a whole and recommends that
Shareholders vote against the relevant resolutions at the
Meeting.
Further details of all of the abovementioned matters are
contained in the notice in respect of the Company's general meeting
which has been sent to the Company’s Shareholders today.
In addition to the resolutions proposed by the Requisitionist,
which the Board considers to be an attempt by the Requisitionist to
take over the control and management of the Company, it should be
noted that although no decision has been taken by the Board to
issue new shares in order to attempt to ensure sufficient shares of
the Company held in “public hands” for the purposes of Chapter 14
of the listing rules made under section 74 of the Financial
Services and Markets Act 2000 (as amended) (the “Listing
Rules”), on 16 February 2017, the
Requisitionist, by its controlling shareholder Mr. Joseph Williger, filed a request for a temporary
injunction against the Company preventing the Company from taking
any action which may change the Company’s capital, and which might
include, by way of example, a non pre-emptive issue of shares in
order to try and address the “public hands” position of the
Company. The court has granted Mr. Joseph
Williger a temporary injunction prohibiting the Company from
doing the same pending a hearing. The Board is considering its
options in relation to the request, which it considers to be an
unjustified hindrance on the Board’s ability to consider all
available options to it for the benefit of the Company and its
Shareholders as a whole, among other things, in order to secure the
lifting of the suspension in trading of its shares on the London
Stock Exchange as soon as practicably possible.
The Company takes this opportunity of reminding shareholders
that under the Listing Rules, in the event that the Financial
Conduct Authority has the power to cancel the Company’s listing
where the percentage of shares in public hands falls below 25 per
cent.. If the listing is cancelled there will no longer be an
exchange on which the Company’s shares can be readily traded.
As announced by the Company on 8
February, 2017, following the acquisition (directly and
indirectly) by Mr. Yossi Williger of
7.94% of the Company’s issued and outstanding share capital
pursuant to a tender offer, and in light of the clarification
provided by Mr. Zwi Williger as to
the fact that he holds (directly and/or indirectly) 9.996% of the
Company’s issued and outstanding share capital, the Company
believes that the number of shares of the Company currently held in
“public hands” for the purposes of Chapter 14 of the Listing Rules
has fallen to approximately 12.6%, which is significantly below the
25% threshold required (subject to certain exceptions) under
Chapter 14 of the Listing Rules.
Copies of the Notice will be submitted to the National Storage
Mechanism and will shortly be made available on the Company's
website at www.bsd-c.com and from the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM.
Enquiries:
Gregory Gurtovoy, chairman
of the board: office@bsd-c.com