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