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BSD B.s.d Crown Ltd

28.00
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
B.s.d Crown Ltd LSE:BSD London Ordinary Share IL0010830219 ORD NIS0.01 (DI)
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 28.00 0.00 01:00:00
Bid Price Offer Price High Price Low Price Open Price
25.00 31.00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 28.00 GBX

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Date Time Title Posts
30/5/202220:40B.S.D. CROWN LTD1,147
06/10/201613:29Offer update - RNS 6 oct-
18/8/201409:50Income seekers - absolute bargain even after recent rise9

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Posted at 29/7/2021 12:59 by m welsh
Anybody had the 30p/share money back yet !!
Posted at 01/6/2021 15:12 by hotfinance14
BSD Crown Ltd.

(The “Company”;)

(LSE: BSD)

Ramat Gan, 1 June 2021

Further to the announcement made by the Company on 27 May 2021 (the “May 27 Announcement”), the Company updates today that the completion of the merger transaction contemplated by the Agreement and Plan of Merger dated 17 March 2021 by and among Yossi Willi Management and Investments Ltd., a company organized under the laws of the State of Israel (“Purchaser 1”), Zvi v & Co. Company Ltd., a company organized under the laws of the State of Israel (together with Purchaser 1, the “Purchasers221;), Yoseph Zvi 2021 Management Ltd., a company organized under the laws of the State of Israel, and the Company (the transaction contemplated thereunder, the "Merger") occurred on 30 May 2021.

The cancellation of the listing of the Company’s ordinary shares of NIS 0.01 each on the Official List will take effect from 8.00 a.m. on 2 June 2021.

Pursuant to the Merger, each shareholder of the Company (other than the Purchasers and certain affiliates thereof) is entitled to an amount of £0.30 per each issued and outstanding ordinary share of the Company (such shares, "Shares", and shareholders entitled to receive such amounts, "Selling Shareholders").

Information regarding settlement of the consideration to which Selling Shareholders are entitled is set forth in the May 27 Announcement. Relevant materials have been posted to the website of the Company. Please visit hxxp://www.bsd-c.com/general-meetings.

A Selling Shareholder that has any questions regarding the settlement of consideration should contact Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH; Phone Number: +44 (0) 370 707 4040.

Enquiries: Joseph Williger

Active Chairman of the Board
Posted at 27/5/2021 14:33 by hotfinance14
(LSE: BSD)

Ramat Gan, 27 May 2021

Further to the announcements made by the Company on 17 March 2021 and 27 April 2021, the Company updates today that the completion of the merger transaction contemplated by the Agreement and Plan of Merger dated 17 March 2021 by and among Yossi Willi Management and Investments Ltd., a company organized under the laws of the State of Israel (“Purchaser 1”), Zvi v & Co. Company Ltd., a company organized under the laws of the State of Israel (together with Purchaser 1, the “Purchasers221;), Yoseph Zvi 2021 Management Ltd., a company organized under the laws of the State of Israel (“YZM”), and B.S.D Crown Ltd., a company organized under the laws of the State of Israel (the “Company”;, and the transaction contemplated thereunder, the "Merger") is expected to occur on 30 May 2021.

YZM is a newly formed company which is wholly owned by the Purchasers (together, "Controlling Shareholders"). Pursuant to the Merger, each shareholder of the Company (other than the Controlling Shareholders and certain affiliates thereof) is entitled to an amount of £0.30 per each issued and outstanding ordinary share of the Company (such shares, "Shares", and shareholders entitled to receive such amounts, "Selling Shareholders").

The record date for the Merger is 28 May 2021 (the "Record Date") and it is expected that Euroclear shall disable settlement of transactions with respect to trades of Shares on the Record Date. The cancellation of the listing of the Shares on the Official List is expected to take effect from 8.00 a.m. on 2 June 2021.

Settlement of the consideration to which Selling Shareholders are entitled will be effected by the issue of cheques or CREST payments, as applicable, in accordance with the below, upon receipt by Computershare, an international stock transfer firm that has been engaged to act as paying agent in connection with the Merger (the "Paying Agent"), of the documentation referenced below:

Holders of Certificated Shares

Where Shares are held in certificated form, settlement of any cash due will be dispatched by first class post to the relevant Shareholders (but not into certain prohibited territories). All such cash payments will be made in Pound Sterling by cheque drawn on a branch of a clearing bank in the United Kingdom, anticipated to be made within 21 days after receipt by the paying agent of a duly completed and valid letter of transmittal from the relevant Shareholder and all components thereof (the “Letter of Transmittal”), including surrender to the paying agent of the share certificates for cancellation, and a required tax declaration (such tax declaration, the “Required Tax Declaration”), which shall be included within the Letter of Transmittal.

Recovery of any lost, stolen or destroyed certificates, as well as recording of the ownership of Company shares, may be made through the Paying Agent, at the relevant Selling Shareholder’s expense.

The Letter of Transmittal, which includes additional information, including contact details of the Paying Agent, will be posted to the website of the Company promptly following completion of the Merger. Please visit hxxp://www.bsd-c.com/general-meetings.

Holders of Depositary Interests

Where Shares are held in uncertificated form (Depositary Interests), the cash consideration to which a Selling Shareholder is entitled will be paid by means of a CREST payment in favor of the Selling Shareholder’s payment bank in respect of the cash consideration due, in accordance with CREST payment arrangements, anticipated to be made within 21 days after receipt by the Paying Agent of a duly completed and valid Required Tax Declaration and certain related materials.

A holder of Shares through a broker or other nominee is required to send its Required Tax Declaration to the Paying Agent through its broker or nominee, rather than directly to the Paying Agent.

The Required Tax Declaration and accompanying materials will be posted to the website of the Company promptly following completion of the Merger. Please visit hxxp://www.bsd-c.com/general-meetings.

A Selling Shareholder that has any questions regarding the foregoing should contact Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH; Phone Number: +44 (0) 370 707 4040.

Enquiries: Joseph Williger

Active Chairman of the Board
Posted at 27/4/2021 15:37 by hotfinance14
Results of Extraordinary General Meeting


BSD Crown Ltd.

(The “Company”;)

(LSE: BSD)

BSD Crown Ltd (The "Company")

27 April 2021

Results of Extraordinary General Meeting

At an extraordinary general meeting of the Company, held earlier today, all resolutions as set out in the notice of an extraordinary general meeting of the shareholders of the Company dated 22 March 2021 (the “Resolutions”) were approved in accordance with Israeli law.

The results will be available tomorrow on the company’s website: hxxp://bsd-c.com/general-meetings.

A copy of the Resolutions will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website: hxxps://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Further to the passing of the Resolutions, and in accordance with the circular dated 22 March 2021 issued by the Company, it is proposed that the cancellation (the "Cancellation") of the listing of the Company’s ordinary shares of NIS 0.01 each on the Official List will take effect from 8.00 a.m. on 31 May 2021.

A further announcement confirming the proposed Cancellation will be released by the Company in due course.

For further information please contact:

Joseph Williger

Active Chairman of the Board
Posted at 22/4/2021 21:44 by jimboyce
No reply whatsoever, even after sending a reminder. Even the brokers it seems, haven't been informed of the vote and the only way to vote is to print off a proxy voting form from the BSD website and sending it to Israel by 27 April. This is outrageous and means that by default the majority shareholders will get the rest of the company at very little cost. I would also bet that a withholding tax will be kept by BSD for them to send to the Israeli tax authority. What rights have minority shareholders got to stop all this?
Posted at 12/4/2021 11:40 by hotfinance14
(LSE: BSD)

BSD Crown Ltd (The "Company")

Ramat Gan, 12 April 2021

Further to the announcements made by the Company on June 22, 2018 and January 15, 2019 ("Prior Announcements"), the Company hereby updates the market that Israel 18 B.V., a privately held Netherlands company ("Israel 18"), and Mr. Alexander Avdeev ("Mr. Avdeev", and together with Israel 18, the "Defendants") have been found by the Central District Court of Israel (the "Court") to be in violation of court orders relating to discovery proceedings. In connection thereto, the Court removed the Defendants' statements of defense filed as part of the litigation proceedings described in the Prior Announcements. Further to the above, on March 18, 2021 and March 30, 2021, in ex parte rulings, a verdict in the sum of NIS 173,447,815 (plus indexation differences and interest from the date of the verdict) was imposed against Israel 18 and a verdict in the sum of NIS 164,389,764 (plus indexation differences and interest from the date of the verdict) was imposed against Mr. Avdeev. The Company believes that it is very unlikely that it will be successful in collecting the awarded amounts.

The Company has a lien on 3,500,000 shares of the Company held by Israel 18 in connection with the enforcement of verdicts relating to these proceedings, but to the best of the Company's knowledge, certain of those shares may be subject to other liens in favor of an unrelated third party.

Enquiries: Joseph Williger
Posted at 08/2/2021 21:31 by valuewinsout
I have now written a letter to the directors, copied below with personal information removed. Since there is no email address on their website, I faxed it to them and also informed the FCA. I will be calling BSD Crown tomorrow to make sure that they have received the letter.

I have pasted it in below as well:


[My home address]
8th February 2021

Dear Joseph and Zvi Williger,

I am writing to you to you about the proposed offer of 30 p/share
that BSD Crown has made to the public shareholders, since you are the controlling shareholders, with a combined This offer is 30 p/share, with 129.34 M shares of BSD Crown outstanding this is a total of £38.8M for the whole company. The offer is:
a) Below the current market price
b) Very significantly below the intrinsic value of the shares on any reasonable basis.
Here is the calculation – done three ways, all of which show that 30 p per share significantly undervalues BSD Crown.
1. Value of BSD Crown stake in Willi Food Investments
BSD Crown owns a 62% stake in Willi Food Investments, worth at the current market closing price of 35.07 ILS is worth £7.83 per share, and 13.31 M shares outstanding is £104M*62% = £64.6M.
BSD Crown has 129.34M shares outstanding, so the value of it’s stake in Willi Food Investments is currently 64.6M / 129.34M = 50.0p/share.
2. Value of BSD Crown stake in G Willi Food International
BSD Crown, directly and indirectly through Willi Food Investments, owns a 44% stake of the 13.87 M shares outstanding of G Willi Food International, listed on NASDAQ. Currently the price is $24.76 per share, or £18.01 GBP. The value of this stake is £18.01*44%*13.87M = £109.9M. Given that BSD Crown has 129.34 M shares outstanding, this is 129.34/109.9 = 84.5 p/share of value that BSD Crown owns.
3. Book value of BSD Crown:
Net current asset value (all values are corrected for non-controlling interests, so the numbers quoted represent BSD Crown’s controlling interest only).
Dec-2019 balance sheet values are:
Current assets:
Cash & equivalents, receivables, loans to others, others: £32.4M
Financial assets at fair value: £14.9M, Inventories: £7.7M
Total current assets: £55.0M, of which 86% are cash and equivalents, and financial assets, and only 14% inventory.
Non current assets:
A warehouse is owned in Yavne, Israel worth £4.7M.
Current liabilities:
Trade payables, accounts payable, etc. £4.6M, Legal proceedings provisions: £1.7M
Total current liabilities: £6.3M
Non-current liabilities: Lease, deferred taxes, etc. (No long term debt): £0.7M
Net asset value (NAV)
NCAV is calculated as:
(net current assets of £55.0M + non-current assets of £4.7M) – total liabilities of (£6.3M + £0.7M) = £52.7M
This corresponds to a value per share of BSD Crown of: 41 p/share.
Furthermore, to be priced at book value alone is clearly inappropriately low for a strongly growing business such as G Willi Foods International, so BSD Crown is worth much more than this.
I therefore urge the directors and independent audit committee of BSD Crown to urgently reconsider their derisory offer of 30 p per share, and present a revised proposal to the shareholders.
I also note that you (the controlling shareholders) agreed according to RNS news releases of 18th August 2020, have a combined total of 84.45% of the shares outstanding, so there are 15.55% of shares in public hands, whereas BSD Crown agreed with the FCA in the RNS news release of 5th January 2021, to have a minimum of 16.5% of shares in public hands while they considered their next steps, so you are in breach of your agreement with the FCA. I am also copying this letter to the FCA, as I believe that your offer is substantially below a fair value for the shares, and also you are in breach of the FCA agreement that was made, leaving yourselves open to potential legal action from shareholders.
As a BSD Crown shareholder, I would be happy to sell, at a fair and reasonable offer price, and I look forward to your revised proposal, and also response to my letter. Please direct all correspondence to: [my personal email address]

Your sincerely,
[my name]
Posted at 08/2/2021 12:58 by m welsh
Not sure if this is true, but was told they have to offer at least the average share price over the last 18 months. At the moment this is only a proposed price, which could still go up or down from £0.30/share. Does any one know if we (the remaining shareholders) will get a say in this decision, still shocking and what's puzzling is the share price still is higher that what they are trying to offer us
Posted at 04/2/2021 10:00 by hotfinance14
Correction RNS :

B.S.D. Crown Ltd.

Correction : BSD Crown Ltd (The "Company")


BSD Crown Ltd.
(The “Company")
(LSE: BSD)

Ramat Gan, 4 February 2021

Following the company's notification of 5 January 2021, the company hereby provides notice that it has notified the FCA that its board of directors is examining a proposed merger of the company, pursuant to which the current controlling shareholders of the company will purchase the remaining shares of the company held by the public. In light of the foregoing, the company will request from the FCA an extension of up to 90 days before the FCA takes any action to suspend or de-list the company shares from trading on the London Stock Exchange
Posted at 20/1/2021 17:27 by valuewinsout
Something interesting I noticed: the two controlling shareholders have a combined 42.54%+41.91% = 84.44% shareholding (RNS release 18th August 2020)

In the 'shares in public hands,' RNS released on 5th January, the company states that the FCA will allow a minimum of 16.5% of share to be held in public hands until February, but it is already below that:

100-84.44 = 15.56%

If the Williger brothers can pick up 4.44% of shares outstanding they will have 90% and can force minority shareholders to sell out.

I think their game is to buy as many shares as possible to reach this threshold, possibly with an offer this will flush out enough shareholders to take them over the line, and then the remaining ones will get bought out at the offer price. Personally I am still holding, but this is obviously risky in that my theory could be wrong.

If I were them, that's what I would do - launch an offer at a premium to the existing share price, go over 90% and buy all remaining shares which are a discounted way for them to get more ownership of the Willi Foods International. Thus far they have taken every opportunity to increase their stake, so I think they will continue.

If delisted, they will find it really hard to find and trade with remaining shareholders, so I think they will make an offer.

Obviously, this is just speculation, please inform yourself of the facts, and form your own opinion before deciding what to do.
B.s.d Crown share price data is direct from the London Stock Exchange

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