BSD B.s.d Crown Ltd

 
TIDMBSD 
 
BSD Crown Ltd. 
 
                                (The "Company") 
 
                                   (LSE: BSD) 
 
                         BSD Crown Ltd (The "Company") 
 
                                                       Ramat Gan, 17 March 2021 
 
Further to the announcement made by the Company on 8 February 2021 the Company 
advises that it has today entered into a Merger Agreement with Yoseph Zvi 2021 
Management Ltd ("YZM"), whereby it is proposed that YZM will be merged with and 
into the Company, with the Company being the surviving entity (the "Merger"). 
 
YZM is a newly formed company incorporated and registered in Israel which is 
wholly owned by Yossi Willi Management and Investments Ltd ("YWM") and Zvi V & 
Co. Company Limited ("Zvi") (together, "Controlling Shareholders"), who, 
together with their affiliates, currently directly and indirectly hold 
approximately 85% of the entire issued share capital of the Company. 
 
Yossi Williger, a director of the Company, is the beneficial owner of YWM, and 
Zvi Williger, a director of the Company, is the beneficial owner of Zvi. 
 
The Merger, if consummated, will result in the payment to each shareholder of 
the Company (other than the Controlling Shareholders) of an amount of £0.30 per 
each Company share. The total consideration payable under the Merger, if 
consummated, will be £5,795,976.60. 
 
Further details of the Merger will be set out in a Circular which will be 
dispatched to Shareholders promptly after the date hereof (the "Circular"). 
 
Under the Israeli companies law, the Merger will be subject to the approval of 
the holders of at least 75% of the shares present, in present or by proxy, and 
voted at the meeting, as well as the approval of a special majority of the 
shareholders of the Company other than the Controlling Shareholders.  In 
addition to seeking shareholder approval for the Merger, the Circular will also 
set out details of a 'run off' insurance policy (the "Policy") which the 
Company intends to acquire for the benefit of the directors of the Company and 
the grant of certain indemnification rights to a recently appointed director of 
the Company (identical to the indemnification rights of the other Company 
directors) (the "Indemnification Rights"), each of which will be subject to 
approval of the holders of more than 50% of the shares present, in present or 
by proxy, and voted at the meeting, as well as a special majority of the 
shareholders of the Company other than the Controlling Shareholders. Further 
details of this will be set out in the Circular. 
 
As each of Yossi Williger and Zvi Wiliger is both a director of the Company and 
a substantial shareholder in the Company under the Listing Rules, the Merger, 
the Policy and the Indemnification Rights are related party transactions under 
the Listing Rules. 
 
In order to assess the merits of the Merger, the Company established an 
independent committee comprised of three directors of the Company who are not 
the Controlling Shareholders and are not connected to, associated with or 
affiliates of them.  The remaining members of the Board (i.e., Yossi Williger, 
Zvi Williger and Gil Hochboim, who is affiliated with them) did not take part 
in the Board's consideration of the Merger (or the Policy). 
 
The information contained within this announcement is deemed by the Company to 
constitute inside information as stipulated under the UK version of the Market 
Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, 
this inside information is now considered to be in the public domain. 
 
Enquiries: Joseph Williger 
 
Active Chairman of the Board 
 
 
 
END 
 
 

(END) Dow Jones Newswires

March 17, 2021 12:47 ET (16:47 GMT)

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