17 Mar 2021 16:47
B.S.D. Crown Ltd. - BSD Crown Ltd (The "Company")B.S.D. Crown Ltd. - BSD Crown Ltd (The "Company")
PR Newswire
London, March 17
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