1st Mar 2016 11:08
LONDON (Alliance News) - BSD Crown Ltd on Tuesday said it received a request from shareholder Rotenstreich Gitzelter Trust Co Ltd in early February to convene an extraordinary general meeting in order to remove the directors of the company, except non-executive Zvi Shur, and replace them with its own nominees.
BSD Crown believes Rotenstreich holds around 10.3 million shares in the company, or an around 9.3% stake, on trust for the Naftali Shani Group amongst others, as a security in connection with a share purchase agreement entered into by BSD's indirect controlling shareholder, Israel 18.
The company has "considered the validity of such request with its advisers". Rotenstreich asserts that ownership of the 9.3% stake has been transferred to Naftali Shani, and therefore it is entitled to call for an extraordinary general meeting. However, BSD Crown has been informed by Israel 18's legal counsel that Israel 18 rejects this assertion, saying that since neither Rotenstreich and or Naftali Shani have become the owner of the secured shares, they have no right to call for a meeting.
Israel 18's position is that Naftali Shani cannot request a general meeting to replace its board of directors without having asserted its right to realise its security in respect to the shares.
"In light of the dispute between Naftali Shani Group and Israel 18, the board of the company has resolved not to take any further action at this time whilst such dispute remains outstanding and the request to convene an extraordinary general meeting of the company cannot be validated. As a matter of course, the company and the board will comply with any competent judicial decision with regard to this matter," BSD Crown said.
Shares in BSD Crown were down 2.1% at 23.00 pence Tuesday morning.
By Hana Stewart-Smith; [email protected]; @HanaSSAllNews
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