Filing Details
- Accession Number:
- 0001178913-21-000059
- Form Type:
- 13D Filing
- Publication Date:
- 2021-01-07 06:01:24
- Filed By:
- Willifood Investments Ltd
- Company:
- G Willi Food Intl Ltd (NASDAQ:WILC)
- Filing Date:
- 2021-01-07
- SEC Url:
- 13D Filing
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 37)
G. Willi-Food International Ltd.
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.10 per share
(Title of Class of Securities)
M52523103
(CUSIP Number)
4 Nahal Harif St.,
Yavne 81224, Israel
Attention: Yitschak Barabi, Chief Financial Officer
Telephone: 972-8-932-1000with a copy to:
Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co.
One Azrieli Center
Tel Aviv 67021, Israel
Attn: Perry Wildes, Adv.
972-3-607-4444
Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications
December 31, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box: ☐
Note: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
| CUSIP No.: M52523103 | SCHEDULE 13D/A | Page 2 of 14 Pages |
| 1 | NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph Williger | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 9,535,901 Ordinary Shares (1) | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 9,535,901 Ordinary Shares (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,535,901 Ordinary Shares (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.77% (2) | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| (1) | Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), (ii) 771,075 Ordinary Shares held
directly by B.S.D Crown LTD. ("B.S.D"), (iii) 12,000 Ordinary Shares held directly by Joseph Williger (“JW”), and (iv) 552,284 Ordinary
Shares held directly by Zwi Williger ("ZW"). JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial ownership
of the Ordinary Shares is further described in Item 5. |
| (2) | Based on 13,867,017 Ordinary Shares outstanding as of December 31, 2020 (as provided by the Issuer). |
| CUSIP No.: M52523103 | SCHEDULE 13D/A | Page 4 of 14 Pages |
| 1 | NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B.S.D. Crown LTD. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 8,971,617 Ordinary Shares (1) | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 8,971,617 Ordinary Shares (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,971,617 Ordinary Shares (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.70% (2) | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| (1) | Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, and (ii) 771,075 Ordinary Shares held directly by B.S.D. The beneficial ownership of the Ordinary Shares is further described in Item 5. |
| (2) | Based on 13,867,017 Ordinary Shares outstanding as of December 31, 2020 (as provided by the Issuer). |
| CUSIP No.: M52523103 | SCHEDULE 13D/A | Page 5 of 14 Pages |
| 1 | NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Willi-Food Investments Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 8,200,542 Ordinary Shares | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 8,200,542 Ordinary Shares | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,200,542 Ordinary Shares | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.14% (1) | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| (1) | Based on 13,867,017 Ordinary Shares outstanding as of December 31, 2020 (as provided by the Issuer). The beneficial ownership of the Ordinary Shares is further described in Item 5. |
This Amendment No. 37 (the "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission October 7, 2002.
Item 1. Security and Issuer.
The Amendment relates to the ordinary shares, NIS 0.10 nominal value
per share (the “Ordinary Shares”), of G. Willi-Food International Ltd. (the “Issuer”), an Israeli company with principal executive offices at 4 Nahal Harif
St., Yavne 8110602, Israel.
Item 2. Identity and Background.
Item 2 of Schedule 13D, “Identity and Background” is amended and restated to read as follows:
This Amendment to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. (“WIL”), B.S.D
Crown LTD. (“B.S.D”), Joseph Williger (“JW”), Zwi Williger ("ZW") (the foregoing, collectively, the “Reporting Persons”). The agreement among the Reporting Persons relating to the joint filing of this Amendment to Schedule 13D is attached as an exhibit hereto.
WIL is controlled by its majority shareholder, B.S.D (formerly known as Emblaze Ltd.). JW owns 42.54% of B.S.D's outstanding shares
(excluding dormant shares) either directly or through Yossi Willi Management and Investment Ltd. ("YWMI"), a company wholly owned by JW. ZW owns 42.1% of B.S.D's outstanding shares (excluding
dormant shares), either directly or through Zvi V and Co. Ltd. ("ZVI&C"), a company wholly owned by ZW.
WIL, an Israeli company traded on the Tel Aviv Stock Exchange (symbol: WLFD), acts as a holding company for the shares of the Issuer, which
imports and markets food products. The business address of WIL is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel. B.S.D, an Israeli company listed for trading on the London Stock Exchange (symbol: BSD), holds WIL
shares. The business address of B.S.D is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel. YWMI is a holding company incorporated in Israel that hold shares of B.S.D. The business address of YWMI is 7
Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel. JW is the sole director of YWMI, the Chairman of the Board of Directors of B.S.D, a director of WIL, and a Co-Chairman of the Board of Directors of the Issuer.
His principal employment is business management. JW is a citizen of Israel, and his residence or business address is 76 Kaplan St., Hertzliya 4674311, Israel.
ZW, the brother of JW, is a director of B.S.D, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer. ZW is a
citizen of Israel and his principal employment is business management. ZVI&C is a holding company incorporated in Israel that holds shares of B.S.D. The business address of both ZW and ZVI&C is 7 Hashikma St., Savion, Israel.
Unless included above, set forth on Schedule I hereto, which is incorporated herein by reference, is the name, present business addresses,
principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship of the directors and executive officers of each Reporting Person.
During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned
in this Item 2 or listed on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, “Interest in Securities of the Issuer” is amended and restated to read as follows:
(a) and (b)
As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 59.14% of the outstanding Ordinary Shares.
Thus, as of the date hereof, WIL may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
WIL is controlled by its majority shareholder, B.S.D, which as of the date hereof directly owns 771,075 Ordinary Shares of the issuer. Accordingly, as of the date hereof, B.S.D may be
deemed to beneficially own 8,971,617 Ordinary Shares (comprised of 771,075 Ordinary Shares held directly by B.S.D, and 8,200,542 Ordinary Shares held directly by WIL), or approximately 64.70% of the outstanding Ordinary Shares. Thus,
as of the date hereof, B.S.D may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.
As of the date hereof, JW directly owns though a wholly-owned company 12,000 Ordinary Shares and ZW directly owns though a wholly-owned company 552,284 Ordinary Shares. In addition,
JW owns through YWMI 37.55% of B.S.D's outstanding shares (excluding dormant shares), and owns directly 4.99% of B.S.D's outstanding shares (excluding dormant shares), and collectively 42.54% of B.S.D's outstanding shares (excluding
dormant shares) and holds the right to vote those shares. In addition, ZW owns through ZVI&C 35.72% of B.S.D's outstanding shares (excluding dormant shares), and owns directly 6.38% of B.S.D's outstanding shares (excluding
dormant shares), and collectively 42.1% of B.S.D's outstanding shares (excluding dormant shares) and holds the right to vote those shares, which if combined with JW holdings' constitutes a 84.64% holdings of B.S.D. Accordingly, JW and
ZW may each be deemed to beneficially own 9,535,901 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 12,000 Ordinary Shares held directly by JW and 552,284
Ordinary Shares held directly by ZW), or approximately 68.77% of the outstanding Ordinary Shares. Thus, as of the date hereof, each of JW and ZW may be deemed to have the shared power to vote, or direct the voting of, and the shared
power to dispose of, or direct the disposition of, all such shares.
Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein.
Neither the filing of this Amendment to Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section
13(d) of the Exchange Act or for any other purpose.
Because JW and ZW are brothers, both serve as a Co-Chairman of the Board of Directors of the Issuer, and JW is beneficial owner of 42.54% of the outstanding shares of B.S.D and ZW is
beneficial owner of 42.1% of the outstanding shares of B.S.D, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. However, ZW and JW have not acted in concert in connection with
the transactions described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in B.S.D, WIL or the Issuer, and they disclaim the existence of any such group.
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Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of
Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.
The beneficial ownership percentages above for the Issuer are based on 13,867,017 Ordinary Shares outstanding as of December 31, 2020, as provided by the Issuer.
(c) Except as set forth in the table below, to the best knowledge of
the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary
Shares.
| Date | Purchaser/Seller | Number of Shares | Purchase/Sale | Price in USD |
| December 31, 2020 | ZW | 70,000 | Sale | 21.51 |
(d) No person, other than the Reporting Persons, has the right to receive
or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.
(e) Not applicable.
Item 7. Material to be Filed
as Exhibits.
Item 7 of Schedule 13D, “Material to be Filed as Exhibits” is amended
and restated to read as follows:
Exhibits:
| Number | Description |
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set forth in this Statement is true, correct and complete.
Dated: January 7, 2021
| | /s/ Joseph Williger Joseph Williger /s/ Zwi Williger Zwi Williger B.S.D CROWN LTD. By: /s/ Yitschak Barabi Name: Yitschak Barabi Title: Interim CFO WILLI-FOOD INVESTMENTS LTD. By: /s/ Yitschak Barabi Name: Yitschak Barabi Title: CFO |
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Schedule 1
Unless otherwise provided in Item 2, set forth below are the names of the directors and executive officers B.S.D. Crown LTD., and Willi-Food Investments Ltd., and
their present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship. In addition, any service of such
persons as officers or directors of the Issuer is also indicated. The citizenship of all those listed below is Israel unless otherwise noted.
| Name | Joseph Williger | Shmulik Yanai | Gil Hochboim |
| Position in B.S.D, WIL, or Issuer | Chairman of the Board of Directors of B.S.D, director in WIL, and a Co-Chairman of the Board of Directors of the Issuer | External Director in B.S.D | Director in B.S.D and WIL |
| Residence or business address | 7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel | 7 Harsit shate, Petach Tikva, Israel | 33 Mukasey St., Rehovot, Israel |
| Present principal occupation or employment | Director | Advocate | CEO of S.R. Accord Ltd. |
| Name of corporation or organization where employed | Yossi Willi Management and Investments Ltd | Yorkville Advisors LLC | S.R. Accord Ltd. |
| Address of corporation or organization where employed | 7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel | 8 Abba Even, Herzliya Pituach, Israel | 10 Klozner St., Ramle, Israel |
| Description of principal business of corporation or organization where employed | Management and Investments | Serves as an advisor to Yorkville Advisors LLC | S.R. Accord Ltd. is active in the financial market. It is a public Israeli company traded on TASE. |
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| Name | Zwi Williger | Sagit Amit Evan | Amir Ariel |
| Position in B.S.D, WIL, or Issuer | Director in B.S.D, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer | External Director in B.S.D | External Director in B.S.D |
| Residence or business address | Nachal Harif Street Northern Industrial Area Yavne, 81106022 | 21 Harehesh Savune, Israel | 10 Bader Yohanan St., Ramat Gan, Israel |
| Present principal occupation or employment | Director | Advocate, legal & business advisor | Advocate, legal & Business Development |
| Name of corporation or organization where employed | ZVI V & CO. | Sagit Even, Law Firm | Edri El Israel Properties Ltd. |
| Address of corporation or organization where employed | Nachal Harif Street Northern Industrial Area Yavne 81106022, Israel | 21 Harehesh Savune, Israel | 7 Menahem Begin, Ramat Gan, Israel |
| Description of principal business of corporation or organization where employed | Management and investments | Law firm | VP Business Development and Assets |
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| Name | Benzi Sao | Kobi Navon | Ziv Ironi |
| Position in B.S.D, WIL, or Issuer | Independent Director of WIL | Independent director in WIL | External director of WIL |
| Residence or business address | 42 Hazav St., Kfar Vradim, Israel | 13 David Ben Gurion St., Bnei Brak, Israel | 2 Ibn Gvirol St., Tel Aviv, Israel |
| Present principal occupation or employment | Security | CPA (Israel) | Corporate litigator |
| Name of corporation or organization where employed | SIGNAL – intelligence group | Navon Waisfeld & Co. | Ziv Ironi Advocates & Notary |
| Address of corporation or organization where employed | 26 Histadrut St., Petach Tikva, Israel | 13 David Ben Gurion St., Bnei Brak, Israel | 2 Ibn Gvirol St., Tel Aviv, Israel |
| Description of principal business of corporation or organization where employed | Consultation in intelligence, investigations and security | Senior partner | Law office |
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| Name | Avital Bar-Dayan | Einat Peled-Shapira | Yitschak Barabi |
| Position in B.S.D, WIL, or Issuer | External director of WIL | Chief Executive Officer of WIL and the Issuer | Chief Financial Officer of WIL and the Issuer |
| Residence or business address | 32 Omri, Tel-Aviv, Israel | 4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel | 4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel |
| Present principal occupation or employment | Corporate Finance Consolatory | CEO of WIL and Issuer | Finance Manager of WIL and Issuer |
| Name of corporation or organization where employed | Self employed | WIL and Issuer | WIL and Issuer |
| Address of corporation or organization where employed | 32 Omri, Tel-Aviv, Israel | 4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel | 4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel |
| Description of principal business of corporation or organization where employed | Independent corporate finance professional | Importing and marketing of food products | Importing and marketing of food products |
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| Name | Victor Bar | Einav Brar | Idan Ben-Shitrit |
| Position in B.S.D, WIL, or Issuer | Director of the Issuer | External director of the Issuer | External director of the Issuer |
| Residence or business address | 204, Ysmin St., Shilat, Israel | 15, Abarzel, Ramat Achayal-Tel Aviv, Israel | 10 Klozner St., Ramle, Israel |
| Present principal occupation or employment | Director | Chief Executive Officer | Self-employed portfolio manager |
| Name of corporation or organization where employed | Victor Bar Consultant Ltd. | TLV Medical Center | Meitav Co. & Altris Co. |
| Address of corporation or organization where employed | 204, Ysmin St., Shilat, Israel | 15, Abarzel, Ramat Achayal-Tel Aviv, Israel | 10 Klozner St., Ramle, Israel |
| Description of principal business of corporation or organization where employed | Provides financial services including value estimations for companies and other entities | Surgical center | Portfolio management services |
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