B.S.D. Crown Ltd Notice of an Extraordinary General Meeting
23 February 2017 - 11:45PM
UK Regulatory
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: office@bsd-c.com
END
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