16 Nov 2015 14:11
B.S.D. CROWN LTD - Company UpdateB.S.D. CROWN LTD - Company Update
PR Newswire
London, November 16
BSD Crown Ltd. (LSE: BSD)
(the “Company”)
Company Update
Ramat Gan, 16 November 2015
G. Willi Food International LTD– Termination of Management Agreements by the Company's subsidiary and the Company Board approvals.
The Company hereby announces that on: (i) 12 November, 2015 the Board of Directors of G. Willi-Food International Ltd (“Willifood”), an indirect subsidiary of the Company; and (ii) 15 November, 2015 the Board of Directors of Willi-food Investments LTD ("Willifood Investments"), a subsidiary of the Company (and the holding company of Willifood), each approved the terms of an agreement (the “Termination Agreement”) between Willifood and two companies controlled by Messrs. Zwi Williger (Director of Willifood Investments and Co-Chairman and Manager of Business Development in Willifood) and Joseph Williger (Co-Chairman of Willifood Investments and Director and President in Willifood) (hereinafter, both companies jointly referred to as the “Management Companies”) that governs the termination of the existing management agreements between the Management Companies, Willifood and Goldfrost Ltd. (a subsidiary of Willifood) (hereinafter the “Existing Management Agreements”). Certain terms of the Termination Agreement are subject to the approval by way of special majority by Willifood shareholders, at which time Messrs. Zwi and Joseph Williger are to resign as directors and from all other positions within Willifood (henceforth: “Approval of the General Meeting of Willifood”).
Under the terms of the Termination Agreement, amongst others things:
Messrs. Zwi Williger and Joseph Williger have entered into certain non-compete arrangements, both directly or indirectly, for the period of 12 months from the date which is 180 days after the execution of the Termination Agreement (being 12 November 2015) (the “early notice period”); Subject to the full and timely fulfillment by Willifood of all of its undertakings of the Termination Agreement, Messrs. Zwi Williger and Joseph Williger and the Management Companies fully and irrevocably waive and release Willifood and its shareholders (including its controlling shareholders), subsidiaries, related companies and anyone or entity acting on their behalf from any legal claim and/or legal action and/or demand, whether known or unknown, which they may have either currently or in the future, either directly or indirectly (collectively referred to as: “Claims”), against any of Messrs. Zwi Williger and Joseph Williger and the Management Companies, such waiver and release to include any Claim relating to the purchase agreement of the controlling stake in Willifood Investments entered into by the Company on 2 March, 2014 (the “Willifood Controlling Stake Purchase Agreement”), all of which are subject to certain limited exceptions enumerated in the Termination Agreement; and Subject to the full and timely fulfillment by Messrs. Zwi Williger and Joseph Williger and the Management Companies of all of their undertakings set forth in the Termination Agreement and any applicable law, including the provisions of the Israel Companies Law and Israel Securities Law, Willifood fully and irrevocably waives and releases Messrs. Zwi Williger and Joseph Williger and the Management Companies from all Claims, which Willifood may have currently or may have in the future, either directly or by way of Willifood Investments and/or any of their subsidiaries, against either of Messrs. Zwi Williger or Joseph Williger and/or the Management Companies, all of which are subject to exceptions limited set forth in the Termination Agreement.The Termination Agreement also provides for certain payments to be made to the Management Companies, including the payment of performance bonuses of NIS 2 million and retirement bonuses of NIS 1.67 million to each of the Management Companies which is in addition to the payment of a management fee of NIS 1.67 million during the year following the notice period, to each of the Management Companies.
In addition, Mr. Gil Hochboim stepped down as Chief Executive Office and Chief Financial Officer of Willifood, effective immediately. The board of directors of Willifood have appointed Mr. Iram Graiver as Chief Executive Officer to replace Mr. Hochhoim. The terms of Mr. Graiver's employment are subject to various corporate approvals, including compensation committee and Willifood shareholder approval. As such, the board of directors of Willifood have appointed Mr. Ilan Admon, currently a director of Willifood, to serve as Acting Chief Executive Officer until Mr. Graiver assumes the CEO position and have appointed Mr. Pavel Buber, currently Willifood’s controller and secretary, to serve as Acting Chief Financial Officer and secretary.
Similar management changes have been made in Willifood Investments as a result.
For further details regarding the Existing Management Agreements with the Management Companies (including a description of the terms of termination set forth in them, please refer to Company's announcements dated 3 March 2014, the Company's prospectus published on 29 July and the Company's annual financial report for the year ended 31 December 2014 published on 27 March, 2015 (all available on the Company's web site at www.bsd-c.com)
BSD Crown Ltd.
On 11 November, 2015, in connection with the arrangements described above, the Board of the Company approved the Company’s entry into of a mutual waiver and release from all Claims with Messrs. Zwi Williger and Joseph Williger and the Management Companies (the “Company Waiver”). The Company Waiver is conditional upon, amongst other things: (i) the approval of the Termination Agreement in general meeting of Willifood and (ii) the payment of approximately USD 1.6 million (the “Option Exercise Amount”) to the extent that Messrs. Zwi Williger and Joseph Williger exercise the put option granted to them as part of the terms of the Willifood Controlling Stake Purchase Agreement, as detailed in the Company announcement on 3 March, 2014.
Furthermore, on 12 November 2015, Mr. Gregory Gurtovoy, the indirect controlling shareholder of the Company, signed a personal undertaking in favour of Messrs. Zwi Williger and Joseph Williger and the Management Companies to guarantee the payment of the Option Exercise Amount by the Company. The Company will act to approve the personal guarantee given by Mr. Gurtovoy, as stated, as required by law, following the appointment of an additional external director to the Company's Board of Directors, in accordance with the Companies Regulations (Exemptions for Transactions with Interested Parties) 5760-2000.
Enquiries:
Emil Budilovsky, Joint CEO, CFO and Company Secretary; Emil@bsd-c.com