CUSIP No.: M52523103
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SCHEDULE 13D
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Page 2 of 15 Pages
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1 |
NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander Granovskyi
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS
WC
|
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Ukraine
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
8,418,355 Ordinary Shares (1)
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9 |
SOLE DISPOSITIVE POWER
-0-
|
||
10 |
SHARED DISPOSITIVE POWER
8,418,355 Ordinary Shares (1)
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,418,355 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)
64.23% (2)
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14 |
TYPE OF REPORTING PERSON
IN
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(1)
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Consists of (i) 7,780,614 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), (ii) 504,407 Ordinary Shares held directly by Zwi Williger ("ZW"), who has granted to B.S.D. Crown LTD. ("B.S.D.") an irrevocable proxy with respect to these shares, and (iii) 133,334 Ordinary Shares held directly by B.S.D. The beneficial ownership of the Ordinary Shares is further described in Item 5.
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(2)
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Based on 13,107,579 Ordinary Shares outstanding as of March 31, 2015 (as provided by the Issuer).
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CUSIP No.: M52523103
|
SCHEDULE 13D
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Page 3 of 15 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) 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
8,418,355 Ordinary Shares (1)
|
||
9 |
SOLE DISPOSITIVE POWER
-0-
|
||
10 |
SHARED DISPOSITIVE POWER
8,418,355 Ordinary Shares (1)
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,418,355 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)
64.23% (2)
|
||
14 |
TYPE OF REPORTING PERSON
CO
|
(1)
|
Consists of (i) 7,780,614 Ordinary Shares held directly by WIL, (ii) 504,407 Ordinary Shares held directly by ZW, who has granted to B.S.D. an irrevocable proxy with respect to these shares, and (iii) 133,334 Ordinary Shares held directly by B.S.D. The beneficial ownership of the shares is further described in Item 5.
|
(2)
|
Based on 13,107,579 Ordinary Shares outstanding as of March 31, 2015 (as provided by the Issuer).
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CUSIP No.: M52523103
|
SCHEDULE 13D
|
Page 4 of 15 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) 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
7,780,614 Ordinary Shares
|
||
9 |
SOLE DISPOSITIVE POWER
-0-
|
||
10 |
SHARED DISPOSITIVE POWER
7,780,614 Ordinary Shares
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,780,614 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)
59.36% (1)
|
||
14 |
TYPE OF REPORTING PERSON
CO
|
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Number
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Description |
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99.1
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Joint Filing Agreement among the Reporting Persons
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99.2
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Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger dated March 2, 2014 (incorporated herein by reference to Exhibit 99.3 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).
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99.3
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Amendment Number 1 dated March 6, 2014 to the Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger (incorporated herein by reference to Exhibit 99.4 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).
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99.4
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Amendment Number 2 dated March 18, 2014 to the Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger (incorporated herein by reference to Exhibit 99.5 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).
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99.5
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Amendment Number 3 dated March 30, 2014 to the Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger (incorporated herein by reference to Exhibit 99.6 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).
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99.6
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Amendment Number 4 dated April 1, 2014 to the Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger (incorporated herein by reference to Exhibit 99.7 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).
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Dated: April 13, 2015
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/s/ Alexander Granovskyi | |
Alexander Granovskyi
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B.S.D. CROWN LTD.
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By: /s/ Israel Yossef Schneorson | ||
Name: Israel Yossef Schneorson
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Title: Chief Executive Officer
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By: /s/ Eyal Merdler | ||
Name: Eyal Merdler
Title: Chief Financial Officer
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WILLI-FOOD INVESTMENTS LTD.
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By: /s/ Joseph Williger | ||
Name: Joseph Williger
Title: Chairman
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By: /s/ Gil Hochboim | ||
Name: Gil Hochboim
Title: Chief Executive Officer
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Name
|
Amnon Ben-Shay
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Merav Siegel
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Gershon Chanoch Windweboim
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Board of Directors of BGI
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Board of Directors of BGI
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Board of Directors of BGI, B.S.D., WIL and the Issuer
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Residence or business address
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32 Meskin St., Petach Tikva, Israel
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5 Haagor St., Moshav Zur Moshe, Israel
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Tibirias 8, Beni-Brak 51403, Israel
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Present principal occupation or employment
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CFO
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Investment banker
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Lawyer
|
Name of corporation or organization where employed
|
ABE Trans Ltd.
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Valkyrie Investment Ltd.
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Meir Mizrachi Law Firm
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Address of corporation or organization where employed
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42 Herbert Samuel St., Tel Aviv, Israel
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P.O Box 201, Moshav Zur Moshe, Israel
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14 Aba H. Silver Rd., Ramat Gan, Israel
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Description of principal business of corporation or organization where employed
|
International shipping and real estate in Poland
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Banking and investment
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Real estate and tax law
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Name
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Tamar Kfir
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Israel Yossef Schneorson
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Shneor Zalman Vigler
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Board of Directors of BGI
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CEO and Deputy Chairman of the Board of Directors of both BGI and B.S.D.; Deputy Chairman of the Board of Directors of both WIL and the Issuer
|
Board of Directors of BGI, WIL and the Issuer
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Residence or business address
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30 Simtat Simcha Holtzberg, Givat Shmuel, Israel
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P.O Box 350, Kfar-Habad 60840, Israel
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P.O.Box 192, Kfar-Habad, Israel
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Present principal occupation or employment
|
CEO
|
CEO and Deputy Chairman of the Board of Directors of both BGI and B.S.D.
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CEO
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Name of corporation or organization where employed
|
HBL Hadasit Bio Holdings Ltd.
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BGI and B.S.D.
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The Jewish community in Odessa and Southern Ukraine
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Address of corporation or organization where employed
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Jerusalem Bio-Park, 5th Floor, Hadassah Ein Kerem Campus, Jerusalem 91120, Israel
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Provided in Item 2
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Osipova 21, Odessa, Ukraine
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Description of principal business of corporation or organization where employed
|
Holding company in the field of biomedical investments
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Provided in Item 2
|
Material and spiritual assistance to members of the Jewish community
|
Name
|
Eyal Merdler
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Oleksandr Kondratyuk*
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Yossef Schvinger
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CFO and Company Secretary of both BGI and B.S.D.
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Sole Director of Israel 18
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Board of Directors of B.S.D.
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Residence or business address
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Adam Hacohen 14, Tel Aviv 64585, Israel
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4901 HW Oosterhout, Zandheuvel 52 B, the Netherlands
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HaKablan St. 12/14, Jerusalem, Israel
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Present principal occupation or employment
|
CFO and Company Secretary of both BGI and B.S.D.
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Sole Director of Israel 18
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Director General of the National Center for the Development of Holy Sites in Israel
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Name of corporation or organization where employed
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BGI and B.S.D.
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Israel 18
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National Center for the Development of Holy Sites in Israel
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Address of corporation or organization where employed
|
Provided in Item 2
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Provided in Item 2
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68 Kanfei Nesharim St., Jerusalem, Israel
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Description of principal business of corporation or organization where employed
|
Provided in Item 2
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Provided in Item 2
|
Governmental corporation that supervises the maintenance and development of holy sites if Israel
|
Name
|
Zvi Shur
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Keren Arad-Leibovitz
|
David Amsalem
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Board of Directors of B.S.D.
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Board of Directors of B.S.D.
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Board of Directors of WIL
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Residence or business address
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Hashoftim St. 57/20, Ramat Hasharon 47210, Israel
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2 Veinshel St., Tel Aviv, Israel
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Harava 21, Maale Adumim, Israel
|
Present principal occupation or employment
|
Director at Shemen Industries Ltd., Kardan Nadlan Ltd. and B.S.D.
|
Lawyer
|
Director of Improvement
|
Name of corporation or organization where employed
|
Shemen Industries Ltd., Kardan Nadlan Ltd. and B.S.D.
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Keren Law - Law Firm
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City of Jerusalem
|
Address of corporation or organization where employed
|
Hashoftim St. 57/20, Ramat Hasharon 47210, Israel
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2 Veinshel St., Tel Aviv, Israel
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Harava 21, Maale Adumim, Israel
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Description of principal business of corporation or organization where employed
|
Shemen Industries Ltd. produces various types of olive and other oils; Kardan Nadlan Ltd. is in the property and real estate business; B.S.D.is provided in Item 2
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Commercial law, general legal counsel services, and capital markets / securities
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Local municipality
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Name
|
Emil Bulilovsky
|
Gil Hochboim
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Itai Loewenstein
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VP of Business Development for B.S.D., and Director of B.S.D, WIL and Issuer
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CEO of WIL and Issuer
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CFO of WIL and Issuer
|
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Residence or business address
|
132 Menachem Begin Road, Azrieli Center, Triangle Tower (40th Floor), Tel Aviv 6702301, Israel
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4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
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4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
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Present principal occupation or employment
|
VP of Business Development for B.S.D., CEO of WIL and Issuer
|
VP of Issuer
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CFO of Issuer
|
Name of corporation or organization where employed
|
B.S.D, WIL, and Issuer
|
Issuer
|
Issuer
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Address of corporation or organization where employed
|
Provided in Item 2
|
4 Nahal Harif St., Northern Industrial Zone, Yavne, 81106, Israel
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4 Nahal Harif St., Northern Industrial Zone, Yavne, 81106, Israel
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Description of principal business of corporation or organization where employed
|
Provided in Item 2
|
Importing and marketing of food products
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Importing and marketing of food products
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Name
|
Shlomit Penn*
|
Israel Adler
|
Zwi Williger
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Board of Directors of WIL
|
Board of Directors of WIL
|
Chairman of the Board of the Issuer and Director of WIL
|
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Residence or business address
|
4 Tamrir St., Jaffa, Israel
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18 Alterman, Kfar Sabba, Israel
|
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
|
Present principal occupation or employment
|
Consultant to high-tech companies mainly in the U.S. market regarding business development and sales
|
Advocate
|
Chairman of the Board of the Issuer
|
Name of corporation or organization where employed
|
Self-employed
|
Israel Adler Law Office
|
Issuer
|
Address of corporation or organization where employed
|
4 Tamrir St., Jaffa, Israel
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7 Haumanim, Tel Aviv, Israel
|
4 Nahal Harif St., Northern Industrial Zone, Yavne, 81106, Israel
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Description of principal business of corporation or organization where employed
|
N/A
|
Law office
|
Importing and marketing of food products
|
Name
|
Joseph Williger
|
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President and Director of the Issuer and Chairman of the Board of WIL
|
|||
Residence or business address
|
4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
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Present principal occupation or employment
|
President and Director of the Issuer
|
||
Name of corporation or organization where employed
|
Issuer
|
||
Address of corporation or organization where employed
|
4 Nahal Harif St., Northern Industrial Zone, Yavne, 81106, Israel
|
||
Description of principal business of corporation or organization where employed
|
Importing and marketing of food products
|