BSD Crown Ltd. (LSE: BSD)
Tender offer for shares in the Company by Yossi Willi Management and Investments Ltd
Ramat Gan, Israel, 22 September 2016
The Israeli lawyers to Yossi Willi Management and Investments Ltd (“YWMI”) yesterday informed the Company that on 20 September 2016, YWMI made a cash offer (the "Offer") to holders of ordinary shares in the capital of the Company to acquire not less than seventeen and three quarters (17.75) per cent. and up to twenty (20) per cent. of the voting rights of the Company, subject to the terms and conditions of the Offer. YWMI's intention to make the Offer was previously referred to by the Company in its announcements of 2, 6 and 21 September 2016.
The Company has been asked to make available a copy of the Offer document published by YWMI in respect of the Offer on its website (www.bsd-c.com), together with a tender form and tax declaration form for use in connection with the Offer, available - these documents are now available on the Company’s website.
The Offer values each share of the Company at GBP 27.5 pence (the “Offer Price”), which is higher than the amount previously notified to the Company (GPB 25 pence) and referenced in its announcement of 2 September 2016.
Although the Company's board of directors is not required by law to state its position vis-à-vis the Offer given that the Offer does not constitute a “special tender offer” under Israeli Companies Law, the board believes that the following information should be provided to the Company’s shareholders:
1.As previously announced, Israel 18, which holds 43.5 per cent. of the Company’s shares directly and indirectly, is currently involved in court proceedings before the Economic Department of the Tel-Aviv District Court (the "Court") with Mr. Naftali Shani and Adv. Arnon Gicelter (the "Petitioners"), which may result in such holdings being sold through an auction which is being conducted by the the Court to satisfy a debt owed to the Petitioners by Israel 18.
2.Offers have been lodged with the Court as part of the auction process to purchase Israel 18’s shares at prices ranging between US$25M and US$35M, which is equivalent to a between price per share of GBP 47 pence and GBP 66 pence.
3.YWMI is controlled by Yossi Williger, who is the brother of Mr. Zvika Williger. Zvika Williger is participating in the auction process and has made a bid to buy Israel 18’s shares for US$25M, which is equivalent to a price per share of GBP 47 pence.
4.The auction process is due to take place in the Court on 27 September 2016.
5.The Offer made by YWMI does not currently require a special tender offer; however, in the event that Zvika Williger wins the auction, YWMI’s tender offer, based on the opinion provided to the Company by Professor Ehud Kamar of Tel-Aviv University, would mean that the Offer would need to be revised to comprise a special tender offer under Israeli Companies Law.
6.Furthermore, as previously announced, the Company has filed a claim against Israel 18 for an amount of US$13M and currently has a lien over any shares sold by Israel 18 in the auction process following the repayment of the debts secured against such shares.
7.At this time, the Company does not know if the auction will take place or the likely outcome of such auction.
8.Shareholders should also be aware that under the UK Listing Rules, in the event that the percentage of shares in public hands falls below 25 per cent., the UK Financial Conduct Authority has the power to cancel the Company’s listing. If the listing is cancelled there will no longer be an exchange on which the Company’s shares can be readily traded. Trading of the shares remains currently suspended pending the Company filing its audited accounts.
Gregory Gurtovoy, Chairman of the Board: [email protected]