B.S.D. Crown Ltd Notice of an Extraordinary General Meeting

 
TIDMBSD 
 
BSD Crown Ltd. (LSE: BSD) 
 
                                (the "Company") 
 
                  Notice of an Extraordinary General Meeting 
 
                                            Ramat Gan, Israel, 23 February 2017 
 
The Company has today issued a Notice of Extraordinary General Meeting (" 
Meeting"). 
 
The Meeting will be held at 9.00am (BST) on 29 March 2017 at the Hilton London 
Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, United 
Kingdom. 
 
The Meeting is convened for the purpose of seeking shareholders' authority to 
approve the amendment of the Company's articles of association, the appointment 
of certain external statutory directors, the appointment and remuneration of 
auditors, and the amendment of the Company's officers' remuneration policy. 
 
In addition Yossi Willi Management and Investment Ltd. (the "Requisitionist") a 
Shareholder, has requisitioned an extraordinary general meeting of the Company 
and is proposing resolutions to seek shareholders' authority to approve the 
appointment of several individuals as directors of the Company and the removal 
from office of all of the existing directors of the Company (apart from the 
Company's external director (Mrs. Iris Even-Tov) who has a statutory role under 
Israeli law). 
 
Resolutions recommended for adoption by the Company 
 
 1. The Board is proposing to amend the Company's articles of association in 
    order to ensure that the Company's management is represented at all general 
    meetings, including via tele-conference. 
 2. The Board is proposing to elect at least two of Mr. Gal Chet, Mr. Yair 
    Shilhav and Mr. Shlomo Wertheim (the "External Director Nominees") as 
    external directors of the Company. The Board believes that the appointment 
    of at least two of the External Director Nominees as external directors of 
    the Company complies with the provisions and requirements under the Israeli 
    Companies Law and that their skills and capabilities would contribute to 
    the Company's on-going business. The Board has also determined that the 
    External Director Nominees satisfy the requirements under the UK Corporate 
    Governance Code to serve on the Board as independent directors and that 
    their appointment will increase the level of independence of the Board. 
 
As required by the Israeli Companies Law, it is proposed that at least two of 
the External Director Nominees be elected to serve the office as external 
directors for an initial fixed term of three years commencing on the date their 
election is approved by Shareholders. If the election is approved by 
Shareholders, at least two of Messrs. Chet, Shilhav and Wertheim will be 
appointed by the Board to serve as members of each of the audit committee, 
compensation committee and remuneration committee. 
 
 1. As required by the Israeli Companies Law, at least once in every three 
    years, it is proposed to adopt the the Company's updated remuneration 
    policy. A copy of the full English translation of the Remuneration Policy 
    is available in the notice in respect of the Company's general meeting 
    which has been sent to Company Shareholders today. 
 2. In order to allow the Company to make further progress, finalise and 
    publish its financial statements for the years ending 31 December 2015 and 
    31 December 2016, it is recommended to approve the appointment of PWC 
    Israel (Kesselman & Kesselman CPAs) as the Company's external auditors 
    until the next annual general meeting of the Company and to authorise the 
    Board, with the approval of the audit committee of the Board, to determine 
    the remuneration of the auditors 
 
Resolutions proposed by the Requisionist 
 
The following resolutions are proposed by the Requisionist who, in the opinion 
of the Board, is attempting to take over the control and management of the 
Company: 
 
 1. As a result of the Requisitionist's request to replace each of them, 
    effectively requiring the re-election of Mr. Gregory Gurtovoy, Mr. Eli 
    Arad,  Mr. Nir Netzer and Mr. Arik Safran as directors of the Company. The 
    directors will hold office until the next annual general meeting of the 
    Company. 
 2. To elect Mr. Joseph Williger, Mr. Shmuel Messenberg, Mr. Avi Zigelman and 
    Mrs. Keren Marcus as directors until the conclusion of the next annual 
    general meeting. 
 
Further information regarding the background and experience of certain of the 
directors proposed by the Requisitionist is available in the notice in respect 
of the Company's general meeting  which has been sent to Company Shareholders 
today. 
 
The Board also considers that the election of Mr. Joseph Williger, Mr. Shmuel 
Messenberg, Mr. Avi Zigelman and Mrs. Keren Marcus not to be in the best 
interests of the Company and its Shareholders as a whole. The Board has taken 
active steps to confirm the suitability of the Requisitionist's proposed 
directors, seeking information about them (in respect of which no details have 
been provided) and requesting a meeting with such proposed directors (which 
request was declined by the Requisitionist through the Requisitionist's legal 
counsel). The Board does not know the proposed directors and does not have up 
to date information about them. As such, the Board cannot, without the 
additional information it requested but was denied, make an assessment as to 
the suitability of such proposed directors to act in the best interest of the 
Company and its Shareholders as a whole. As such, the Board considers the 
appointment of all of the Requisitionist's proposed directors not to be in the 
best interests of the Company and its Shareholders as a whole and recommends 
that Shareholders vote against the relevant resolutions at the Meeting. 
 
Further details of all of the abovementioned matters are contained in the 
notice in respect of the Company's general meeting  which has been sent to the 
Company's Shareholders today. 
 
In addition to the resolutions proposed by the Requisitionist, which the Board 
considers to be an attempt by the Requisitionist to take over the control and 
management of the Company, it should be noted that although no decision has 
been taken by the Board to issue new shares in order to attempt to ensure 
sufficient shares of the Company held in "public hands" for the purposes of 
Chapter 14 of the listing rules made under section 74 of the Financial Services 
and Markets Act 2000 (as amended) (the "Listing Rules"), on 16 February 2017, 
the Requisitionist, by its controlling shareholder Mr. Joseph Williger, filed a 
request for a temporary injunction against the Company preventing the Company 
from taking any action which may change the Company's capital, and which might 
include, by way of example, a non pre-emptive issue of shares in order to try 
and address the "public hands" position of the Company. The court has granted 
Mr. Joseph Williger a temporary injunction prohibiting the Company from doing 
the same pending a hearing. The Board is considering its options in relation to 
the request, which it considers to be an unjustified hindrance on the Board's 
ability to consider all available options to it for the benefit of the Company 
and its Shareholders as a whole, among other things, in order to secure the 
lifting of the suspension in trading of its shares on the London Stock Exchange 
as soon as practicably possible. 
 
The Company takes this opportunity of reminding shareholders that under the 
Listing Rules, in the event that the Financial Conduct Authority has the power 
to cancel the Company's listing where the percentage of shares in public hands 
falls below 25 per cent.. If the listing is cancelled there will no longer be 
an exchange on which the Company's shares can be readily traded. 
 
As announced by the Company on 8 February, 2017, following the acquisition 
(directly and indirectly) by Mr. Yossi Williger of 7.94% of the Company's 
issued and outstanding share capital pursuant to a tender offer, and in light 
of the clarification provided by Mr. Zwi Williger as to the fact that he holds 
(directly and/or indirectly) 9.996% of the Company's issued and outstanding 
share capital, the Company believes that the number of shares of the Company 
currently held in "public hands" for the purposes of Chapter 14 of the Listing 
Rules has fallen to approximately 12.6%, which is significantly below the 25% 
threshold required (subject to certain exceptions) under Chapter 14 of the 
Listing Rules. 
 
Copies of the Notice will be submitted to the National Storage Mechanism and 
will shortly be made available on the Company's website at www.bsd-c.com and 
from the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. 
 
Enquiries: 
 
Gregory Gurtovoy, chairman of the board: [e-mail] 
 
 
 
END 
 

(END) Dow Jones Newswires

February 23, 2017 07:45 ET (12:45 GMT)