Filing Details

 

CUSIP No.: M52523103

SCHEDULE 13D

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CUSIP No.: M52523103

SCHEDULE 13D

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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) o (b) x
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)   o
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   o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   67.76%  (2)
14	TYPE OF REPORTING PERSON   CO

 

 

 

CUSIP No.: M52523103

SCHEDULE 13D

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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) o (b) x
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)   o
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   o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   61.93% (1)
14	TYPE OF REPORTING PERSON   CO

 

 

Item 3. Source and Amount of Funds or other Consideration.

 

Item 3 of Schedule 13D, "Source and Amount of Funds or other Consideration" is amended by adding the following paragraph:

 

YW used personal funds to acquire his holdings in B.S.D through YMDHI and YWMI. YMDHI acquired 18,954,527 shares of B.S.D in open market purchases for aggregate consideration of approximately $5.6 million. YWMI acquired 2,940,654 shares of B.S.D in the open market purchases for aggregate consideration of approximately $920,000 and 8,729,488 shares of B.S.D through a tender offer for aggregate consideration of approximately $3.25 million. The open market purchases were made from January 2016 to February 2017, and the tender offer has effected on January 24, 2017.

 

ZW used personal funds to acquire his holdings in B.S.D. directly and through ZI&C. ZW acquired 8,153,001 shares of B.S.D in open market purchases for aggregate consideration of approximately $2.4 million. ZI&C acquired 2,842,289 shares of B.S.D in open market purchases for aggregate consideration of approximately $840,000. The open market purchases were made from January 2016 to February 2017.

 

Item 4. Purpose of Transaction.

 

Item 4 of Schedule 13D,  "Purpose of Transaction" is amended and restated to read as follows:

 

According to information available to the Reporting Persons, Israel 18 B.V. ("Israel 18") holds 67.07% of BGI Investments (1961) Ltd. ("BGI") which holds 24.64% of B.S.D. Israel 18 holdings in BGI are held by a trustee to secure a loan extended by Ta'aman Food Marketing Ltd. ("Ta'aman") to Israel 18 (the "Ta'aman Loan"). In addition, Israel 18 holds directly 19.01% of B.S.D shares, of which 9.34% of B.S.D shares are held by a trustee to secure the Ta'aman Loan (Israel 18 shares in BGI and in B.S.D that are held in trust, collectively called the "B.S.D Trustee Shares").

 

On May 5, 2017, following a court proceeding in the District Court of Tel-Aviv in which the court permitted the trustee to vote the B.S.D Trustee Shares independently at his discretion, a special meeting of the shareholders of B.S.D appointed three directors to the Board of Directors of B.S.D as nominated by YW and the termination of the term of office of all then current directors of B.S.D other than the external director who remained in office. After such appointments, YW gained effective control of the Board of Directors of B.S.D. The trustee did not vote the B.S.D Trustee Shares at such meeting. There is currently an ongoing court proceeding to determine whether the trustee has a permanent right to vote the B.S.D Trustee Shares at his discretion.

 

On June 11, 2017, following a court proceeding in the District Court of Tel-Aviv in which the court ordered that a shareholders meeting be held in WIL prior to the convening of a shareholders meeting of the Issuer, a special meeting of WIL's shareholders approved the appointment of the following B.S.D nominated directors: Mr. Zwi Williger, Mr. Yoseph Williger, Mr. Kobi Navon and Mr. Benzi Sao; and the termination of the term of office of all then current directors of WIL (Mr. Gregory Gurtovoy, Mr. Ilan Admon, Ms. Shalhevet Hasdiel, Mr. Eli Arad and Arik Safran) other than the external directors of WIL (Mrs. Ronit Zalman Malach and Mr. Ziv Ironi) who remained in office.

Each of the Reporting Persons intends to review the performance of their investment in the Issuer from time to time.  Depending on various factors, including the business, prospects and financial position of the Issuer, the current and anticipated future price levels of the Ordinary Shares and currency exchange rates, the conditions in the securities markets and general economic and industry conditions, as well as the other investment opportunities available to them, each of the Reporting Persons will take such actions with respect to their investment in the Issuer, as they deem appropriate in light of the circumstances existing from time to time.  Each of the Reporting Persons may purchase additional equity in the Issuer, or may, and hereby reserve the right to, dispose of some or all of their holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, including derivative transactions.

 

Other than as described above, none of the Reporting Persons has any definitive plans or proposals that relate to or would result in any of the actions described in the subparagraphs of this Item 4 of Schedule 13D (although each Reporting Person reserves the right to develop such plans or proposals).

 

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 61.93% 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 directly owns 771,075 Ordinary Shares.  B.S.D is controlled by YW, who owns through YMDHI 17.23% of B.S.D's outstanding shares (excluding dormant shares), and owns through YWMI 10.61% of B.S.D's outstanding shares (excluding dormant shares), and collectively 27.84% of B.S.D's outstanding shares (excluding dormant shares) and holds the right to vote those shares.  In addition, ZW owns 9.99% of B.S.D's outstanding shares (excluding dormant shares) and holds the right to vote those shares, which if combined with YW holdings' constitutes a 37.83% holdings of B.S.D. Accordingly, B.S.D, YW and ZW may each be deemed to beneficially own 8,971,617 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL and 771,075 Ordinary Shares held directly by B.S.D), or approximately 67.76% of the outstanding Ordinary 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 ZW is the brother of YW, serves as a director of the Issuer, and is beneficial owner of 9.99% 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 YW 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.

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.

(c)           Except as set forth in this Amendment to Schedule 13D, 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.

(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:

         

99.1

Joint Filing Agreement among the Reporting Persons.

 

 

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: August 2,  2017

			/s/ Yoseph Williger
			Yoseph Williger
			/s/ Zwi Williger
			Zwi Williger
		B.S.D. CROWN LTD.
		By:	/s/ Moran Attar
			Name: Moran Attar
			Title: Financial Controller
		WILLI-FOOD INVESTMENTS LTD.
		By:	/s/ Yitschak Barabi
			Name: Yitschak Barabi
			Title:   Interim CFO

 

 

 

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.

 

 

 

 

 

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