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AIM RULE 26
Shareholder Information
  • Dividend Information
  • The Takeover Code
  • AGM Documents
  • Financial Calendar

 

Dividend Policy

 

The Board intends to adopt a progressive dividend policy to reflect the expectation of future cash flow generation and the long-term earnings potential of the Company. Based on the above expectations, the Directors intend that the Company will (in accordance with the provisions of the Companies Law) pay dividends annually, made up of an interim dividend and a final dividend to be announced at the time of the interim and final results in approximate proportions of one third and two thirds, respectively, of the total annual dividend. The Board may revise the Company’s dividend policy from time to time in line with the actual results of the Company. Under the terms of the Debt Agreement with Bank Leumi and Discount Bank, the Company has undertaken that, except with the consent of Bank Leumi and Discount Bank, the aggregate amount of dividends which it will
distribute in relation to any particular financial year will not exceed 55 per cent. of the annual
net profits, save that the figure in relation to the financial year ended 31 December 2014 shall not
exceed 70 per cent. (instead of 55 per cent.).

 

The Takeover Code does not apply

 

Bagir is incorporated in Israel and, as such, the City Code on Takeovers and Mergers of the United Kingdom (“the Takeover Code”) does not apply. Certain provisions have been incorporated into Bagir’s articles of association which aim to mirror the material provisions of Rule 9 of the Takeover Code (“Rule 9”) to the extent that it is possible to do so.

 

In particular, the articles of association provide that (except in certain limited circumstances):

  • an acquisition of shares which increases the aggregate holding of the acquirer (and his
    concert parties) to shares carrying 30 per cent. or more of the voting rights of Bagir; or
  • an acquisition of ordinary shares of NIS 0.04 in the capital of Bagir (“Ordinary Shares”) by
    a person holding (together with his concert parties), Ordinary Shares carrying between 30
    and 50 per cent. of the voting rights in Bagir which increases the voting rights of that person (together with his concert parties),

is prohibited unless the consent of the independent non-executive Directors is obtained. The main difference between these provisions and Rule 9 is that the Takeover Panel does not have any jurisdiction to enforce these provisions.

 

Bagir will also be subject to Israeli corporate law which regulates acquisitions of shares through tender offers and mergers, requires special approvals for transactions involving directors, officers
or significant shareholders, and regulates other matters that may be relevant to these types of transactions.

 

 

Jan 19, 2017
NOTICE OF EGM

 

Jan 19, 2017
EGM - FORM OF PROXY

 

Jan 19, 2017
EGM - FORM OF DIRECTION

 

Jan 19, 2017
BAGIR GROUP - INDEMNIFICATION AGREEMENT

 

May 13, 2016
NOTICE OF AGM

 

November 30, 2015
EGM - FORM OF PROXY

 

November 30, 2015
EGM - FORM OF DIRECTION

 

November 30, 2015
NOTICE OF EGM

 

April 23, 2015
NOTICE OF AGM

 

 

Financial Calendar

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