BSD Crown Ltd.
(The “Company”)
(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 “Purchasers”), 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
http://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
http://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
