8 Mar 2016 07:00
B.S.D. CROWN LTD - Company UpdateB.S.D. CROWN LTD - Company Update
PR Newswire
London, March 8
BSD Crown Ltd. (LSE: BSD)
(the “Company”)
Company Update
Ramat Gan, 8 March 2016
Further to the Company's announcement dated 29 December 2015 with respect to B.G.I. Investments (1961) Ltd. ("BGI"), its controlling shareholder, and the fact that a letter had been filed with the Tel Aviv Stock Exchange in connection with certain alleged breaches by Israel 18 under the terms of a share purchase agreement, the Company has received the following additional information from BGI:
On 26 January 2016, an announcement by calling for a special general meeting of the shareholders of BGI was published in the Israeli press. On 17 February 2016, certain directors of BGI received an email from the Trustee to which was attached a document entitled “Minutes of the Board Meeting of the Company Held on 17 February 2016”. This document stated that at “The Special General Meeting of the Company” held that day, Mr. Naftali Shani (“Shani”), Arnon Gitzelter, Adv., Yonatan Malka and David Balas were appointed as directors of BGI and that other than for the external directors of BGI, all of the other directors of BGI were removed. Similarly, as a result of this “General Meeting” a “Board Meeting” was held in which additional items were voted upon relating to changes in the Company’s signatory rights and calling for a general meeting of BGI’s subsidiary, BSD.
The opinion of Israel 18, as presented to the Board of BGI and supported by the expert opinion of a leading Israeli jurist and conveyed to the Trustee, is that neither the Trustee nor Shani have become owners of the shares in BGI held by Israel 18 and are not permitted to demand the convention of the above general meeting. The Board of BGI (i) resolved not to adjudicate the dispute, (ii) determined that to the extent that Shani had claims based on contracts between the relevant parties, Shani should approach the appropriate forum to decide the dispute and (iii) confirmed that BGI and its board are willing to comply with any competent judicial decision with regard to this matter.
For more details regarding the Trustee's request to convene an extraordinary general meeting of shareholders of the Company, please see the Company's announcement on 1 March 2016.
On 28 February 2016, the Trustee together with Shani (jointly referred to as the "Applicants") submitted an originating motion to the Economic Department of the Tel-Aviv District Court against BGI's directors. The Applicants are seeking declaratory relief by which the "Special General Meeting of the Company" held on 17 February 2016 would be recognised as a bona fide General Meeting of BGI and the resolutions passed in such a meeting regarding the change in directorship of BGI would be legally recognised. Together with the submission of the originating motion, the Applicants requested an urgent hearing of their matter. Such hearing is to be heard on 24 March 2016.
The Company will provide further updates in due course.
Enquiries:
Yossi Schneorson, CEO: yossi@bsd-c.com