BSD Crown Ltd.
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