B.S.D. Crown Ltd BSD Crown Ltd (The "Company")
March 17 2021 - 12:47PM
UK Regulatory
TIDMBSD
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
END
(END) Dow Jones Newswires
March 17, 2021 12:47 ET (16:47 GMT)
B.s.d Crown (LSE:BSD)
Historical Stock Chart
From Sep 2024 to Oct 2024
B.s.d Crown (LSE:BSD)
Historical Stock Chart
From Oct 2023 to Oct 2024