24 Jan 2017 10:42
B.S.D. CROWN LTD - Change of control over BGI shares in the CompanyB.S.D. CROWN LTD - Change of control over BGI shares in the Company
PR Newswire
London, January 24
BSD Crown Ltd. (LSE: BSD)
(the “Company”)
Ramat Gan, Israel, 24 January 2017
Company Update – Change of control over BGI shares in the Company
As announced by the Company on 16 November, 2016, Israel 18 B.V. ("Israel 18"), a company controlled by Mr. Gregory Gurtovoy, entered into a memorandum of understanding (the “MoU”) and a loan agreement (the “Loan Agreement”) with Ta'aman Food Marketing Ltd. ("Taaman").
On 22 January 2017, BGI Investments (1961) Ltd. ("BGI") announced on the Tel Aviv Stock Exchange, the following:
On 19 and 22 January, 2017, BGI and BSD received letters for and on behalf of Taaman, stating, inter alia, that Israel 18 had breached the terms of the MoU and Loan Agreement as a result of the conditional transaction entered into between BGI and Mr. Mordechai Peretz Hirshenboim (the “BGI Transaction”), as set out in the Company’s announcement of 18 January, 2017, and further, that the BGI Transaction was not entered into lawfully. As such, Taaman is purporting to exercise its security over 24,909,603 shares of BGI and 10,278,451 shares of the Company owned by Israel 18 (together, the “Group Shares”), as it claims it is entitled to do in accordance with the MOU and the Loan Agreement. On 22 January, 2017, BGI received a letter sent on behalf of Mr. Gurtovoy and Israel 18, stating that the BGI Transaction was unlawfully authorized and should be brought for approval by BGI’s shareholders. BGI’s position as was announced is as follows: Neither Taaman nor the Trustee has the right to exercise Taaman’s security interest over the Group Shares, other than in the case of non-payment of amounts owing pursuant to the Loan Agreement, and then, subject to BGI’s rights as set out in a shareholders’ agreement as between BGI and Israel 18 and to the Company’s lien over approximately 70% of the Group Shares, which was awarded to the Company as interim relief in a claim filed by the Company against Israel 18 (which claim was detailed in the Company’s announcement of 30 August, 2016), relating to the Company’s deposits with the International Bank of Azerbaijan); and The BGI Transaction has been duly authorised.The Company will provide further updates in due course.
Enquiries:
Eli Arad, Director: office@bsd-c.com