BSD Crown EGM Requisition

BSD Crown Ltd (BSD) is an Israeli company which has been listed in London for a number of years and has a substantial number of retail shareholders. It was originally a technology business under the names Geo Interactive and Emblaze but in May 2014 it acquired Willi-Food Investments and became primarily a food importing company.

On the 9th May 2016, investor Y.W. Management requested the Board of Directors of BSD Crown to convene a General Meeting of shareholders for the purpose of replacing its current Board and a notice of an AGM and EGM scheduled for the 5th July has been sent to some shareholders. However due to the wonders of the nominee system, where brokers may not have passed this information on to investors, there may be many private shareholders who are not aware of this. If you have a holding in the shares of this company we suggest you contact the following for more information and for assistance with voting: Domenic Brancati, COO – UK/Europe, Georgeson, telephone: +44 (0)207 019 7003.

The following gives a brief summary of the reasons for the EGM requisition as provided by YW Management:

YW Management’s concerns have been caused by the recent Company announcements regarding its cash deposits of US$30 million at Meinl Bank.  

These deposits have allegedly been used as collateral to secure the repayment of loans extended to certain offshore companies, who are unknown to BSD Crown. 

Although the current Board stated that “to the best of the knowledge of the Company and BGI, neither company has ever agreed to use such deposits as collateral or as a guarantee in favour of any third party”, YW Management suggest that the current Board should be held primarily responsible for its lack of oversight and causing the problems relating to its cash deposits of US$ 30 million. 

In February 2016 the Company announced that as a result of suspicions of certain breaches of Israeli securities laws and criminal offences, the Israel Securities Authority (ISA) initiated an investigation, and conducted a search at the offices of BSD Crown, its controlling shareholder, BGI, and its subsidiaries.  

The Company also announced that a number of officers and directors of BSD Crown were questioned by the ISA, and that the current Chairman, Mr Gurtovoy, was detained.  

The current Board’s lack of oversight and the implication of their current Chairman potentially being in breaches of Israeli securities laws plus the suspicions of criminal offences is not what are to be expected of any Board of a publicly traded company. YW Management has therefore proposed its own candidates for the Board, so BSD Crown can repatriate its assets, revitalize its business and resume creating value for its shareholders.

Roger Lawson

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