B.S.D. Crown Ltd Company Update
November 16 2015 - 9:12AM
UK Regulatory
TIDMBSD
BSD Crown Ltd. (LSE: BSD)
(the "Company")
Company Update
Ramat Gan, 16 November 2015
G. Willi Food International LTD- Termination of Management Agreements by the
Company's subsidiary and the Company Board approvals.
The Company hereby announces that on: (i) 12 November, 2015 the Board of
Directors of G. Willi-Food International Ltd ("Willifood"), an indirect
subsidiary of the Company; and (ii) 15 November, 2015 the Board of Directors of
Willi-food Investments LTD ("Willifood Investments"), a subsidiary of the
Company (and the holding company of Willifood), each approved the terms of an
agreement (the "Termination Agreement") between Willifood and two companies
controlled by Messrs. Zwi Williger (Director of Willifood Investments and
Co-Chairman and Manager of Business Development in Willifood) and Joseph
Williger (Co-Chairman of Willifood Investments and Director and President in
Willifood) (hereinafter, both companies jointly referred to as the "Management
Companies") that governs the termination of the existing management agreements
between the Management Companies, Willifood and Goldfrost Ltd. (a subsidiary of
Willifood) (hereinafter the "Existing Management Agreements"). Certain terms of
the Termination Agreement are subject to the approval by way of special
majority by Willifood shareholders, at which time Messrs. Zwi and Joseph
Williger are to resign as directors and from all other positions within
Willifood (henceforth: "Approval of the General Meeting of Willifood").
Under the terms of the Termination Agreement, amongst others things:
1. Messrs. Zwi Williger and Joseph Williger have entered into certain
non-compete arrangements, both directly or indirectly, for the period of 12
months from the date which is 180 days after the execution of the
Termination Agreement (being 12 November 2015) (the "early notice period");
2. Subject to the full and timely fulfillment by Willifood of all of its
undertakings of the Termination Agreement, Messrs. Zwi Williger and Joseph
Williger and the Management Companies fully and irrevocably waive and
release Willifood and its shareholders (including its controlling
shareholders), subsidiaries, related companies and anyone or entity acting
on their behalf from any legal claim and/or legal action and/or demand,
whether known or unknown, which they may have either currently or in the
future, either directly or indirectly (collectively referred to as: "Claims
"), against any of Messrs. Zwi Williger and Joseph Williger and the
Management Companies, such waiver and release to include any Claim relating
to the purchase agreement of the controlling stake in Willifood
Investments entered into by the Company on 2 March, 2014 (the "Willifood
Controlling Stake Purchase Agreement"), all of which are subject to certain
limited exceptions enumerated in the Termination Agreement; and
3. Subject to the full and timely fulfillment by Messrs. Zwi Williger and
Joseph Williger and the Management Companies of all of their undertakings
set forth in the Termination Agreement and any applicable law, including
the provisions of the Israel Companies Law and Israel Securities Law,
Willifood fully and irrevocably waives and releases Messrs. Zwi Williger
and Joseph Williger and the Management Companies from all Claims, which
Willifood may have currently or may have in the future, either directly or
by way of Willifood Investments and/or any of their subsidiaries, against
either of Messrs. Zwi Williger or Joseph Williger and/or the Management
Companies, all of which are subject to exceptions limited set forth in the
Termination Agreement.
The Termination Agreement also provides for certain payments to be made to the
Management Companies, including the payment of performance bonuses of NIS 2
million and retirement bonuses of NIS 1.67 million to each of the Management
Companies which is in addition to the payment of a management fee of NIS 1.67
million during the year following the notice period, to each of the Management
Companies.
In addition, Mr. Gil Hochboim stepped down as Chief Executive Office and Chief
Financial Officer of Willifood, effective immediately. The board of directors
of Willifood have appointed Mr. Iram Graiver as Chief Executive Officer to
replace Mr. Hochhoim. The terms of Mr. Graiver's employment are subject to
various corporate approvals, including compensation committee and Willifood
shareholder approval. As such, the board of directors of Willifood have
appointed Mr. Ilan Admon, currently a director of Willifood, to serve as Acting
Chief Executive Officer until Mr. Graiver assumes the CEO position and have
appointed Mr. Pavel Buber, currently Willifood's controller and secretary, to
serve as Acting Chief Financial Officer and secretary.
Similar management changes have been made in Willifood Investments as a result.
For further details regarding the Existing Management Agreements with the
Management Companies (including a description of the terms of termination set
forth in them, please refer to Company's announcements dated 3 March 2014, the
Company's prospectus published on 29 July and the Company's annual financial
report for the year ended 31 December 2014 published on 27 March, 2015 (all
available on the Company's web site at www.bsd-c.com)
BSD Crown Ltd.
On 11 November, 2015, in connection with the arrangements described above, the
Board of the Company approved the Company's entry into of a mutual waiver and
release from all Claims with Messrs. Zwi Williger and Joseph Williger and the
Management Companies (the "Company Waiver"). The Company Waiver is conditional
upon, amongst other things: (i) the approval of the Termination Agreement in
general meeting of Willifood and (ii) the payment of approximately USD 1.6
million (the "Option Exercise Amount") to the extent that Messrs. Zwi Williger
and Joseph Williger exercise the put option granted to them as part of the
terms of the Willifood Controlling Stake Purchase Agreement, as detailed in the
Company announcement on 3 March, 2014.
Furthermore, on 12 November 2015, Mr. Gregory Gurtovoy, the indirect
controlling shareholder of the Company, signed a personal undertaking in favour
of Messrs. Zwi Williger and Joseph Williger and the Management Companies to
guarantee the payment of the Option Exercise Amount by the Company. The Company
will act to approve the personal guarantee given by Mr. Gurtovoy, as stated, as
required by law, following the appointment of an additional external director
to the Company's Board of Directors, in accordance with the Companies
Regulations (Exemptions for Transactions with Interested Parties) 5760-2000.
Enquiries:
Emil Budilovsky, Joint CEO, CFO and Company Secretary; Emil@bsd-c.com
END
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