B.s.d Crown Share Discussion Threads

[valuewinsout] 09/2/2021 08:49

Hi jimboyce, I will share any response that I get. I think that they are floating this offer to see what response they get, It’s only proposed not a formal offer so they can increase it potential totally if people complain, so I think we should all complain about it

[hotfinance14] 09/2/2021 08:31

Well done Jim.

[jimboyce] 09/2/2021 08:23

I have also contacted the FCA in relation to this derisory offer.

[hotfinance14] 09/2/2021 07:28

I bet they do not respomd as they know they are ripping private investors off.

[jimboyce] 09/2/2021 07:19

Well reasoned and well set out. Please let us know the response.

[valuewinsout] 08/2/2021 21:31

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]

[waterloo01] 08/2/2021 19:46

They always have in the past.

[valuewinsout] 08/2/2021 19:43

30p per share is too low. Time for a strongly worded letter to the board to both the ‘independent’ part and the controlling shareholders, and copy in the FCA. Will also point out that they are continuing to breach the FCA agreement and mention value of equity stakes this company owns- they are trying to get remaining shares at a steal. I am holding mine. Controlling shareholders think that because they own 85% of the company they can do what they like.

[hotfinance14] 08/2/2021 18:02

Agreed. To offer lower than the opening market price is an absolute disgrace.

[jimboyce] 08/2/2021 16:55

Anybody with any knowledge of the Willfood market cap, will cringe at the offer of 30p. This is like saying you have a 20% share in a house which is worth say 1 million pounds, but because we own most of it, we will offer you 60 grand for your share,when the open market value is 200 grand.Very cheeky opening bid, which I note is backed by independent s. You have to ask just how independent these guys are.

[waterloo01] 08/2/2021 15:17

I'm out but anyone have any ideas? Can't see a counter offer unless someone thinks they can get enough to block (which might be possible if boys can't vote)

Tiny quantities under £100? Is a larger seller trying to work a price rise?

[waterloo01] 08/2/2021 13:26

Who's buying at 33p? Short covering?

[hotfinance14] 08/2/2021 13:24

You only have to look at the director's background to know they are gling to rip investors off.Look at Eli Reifman.All the same breed.

[waterloo01] 08/2/2021 13:02

There will be a vote presumably, what I don't know is if Willi boys can vote or not. I'm also unsure about your suggestion re price. I thought it was based on the highest buying price from the acquirer, not the ave price.

[m welsh] 08/2/2021 12:58

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

[waterloo01] 08/2/2021 12:43

Exactly the phrase that came to mind. Only had a few and sold at 34p.

[hotfinance14] 08/2/2021 12:18

Following the company's notification of 4 February 2021, the company hereby provides notice that the Audit Committee of its board of directors, serving as a Special Independent Committee, followed by the board of directors (without the current controlling shareholders and a director affiliated with them), have considered a merger proposal submitted by the current controlling shareholders of the company which will include the purchase of all of the shares of the company held by all shareholders other than the current controlling shareholders, at a price per share of Pound Sterling 0.30, and following obtaining a professional economic advise, amongst other examinations and consultations carried out by the committee, have principally approved the said proposed purchase price, subject to reaching a definitive agreement between the parties, to the approval of such agreement by the Company's organs including the Special Independent Committee and the company's EGM and to the completion of all conditions to closing

[jimboyce] 06/2/2021 13:34

I have sent the following message to Yossi Williger Dear Yossi,I trust that any offer made to the minority shareholders will truly reflect the FULL value of ALL its business interests.I and my fellow shareholders will follow developments closely.Yours truly

[wapit] 04/2/2021 10:44

Glad I keep mine, should be higher than 39p...

[jimboyce] 04/2/2021 10:04

First one dated incorrectly

[hotfinance14] 04/2/2021 10:02

Both RNS's seem the same to me.

[hotfinance14] 04/2/2021 10:00

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

[jimboyce] 04/2/2021 09:41

I would say it should be at least 3x current price