Willifood Investments Files 43rd Amendment to G. Willi-Food Stake

TL;DR

**Willifood Investments just updated its G. Willi-Food stake, signaling potential shifts in control or strategy.**

AI Summary

Willifood Investments Ltd. has filed an Amendment No. 43 to its Schedule 13D, indicating a change in ownership or intent regarding G. Willi-Food International Ltd. ordinary shares. This filing, dated January 16, 2024, is a voluntary amendment, suggesting ongoing adjustments to their stake or strategy. For investors, this matters because significant changes by a major shareholder like Willifood Investments can signal shifts in company control, strategic direction, or potential future transactions, impacting stock valuation.

Why It Matters

This filing signals ongoing changes in a major shareholder's position, which could influence G. Willi-Food International Ltd.'s governance and future strategic decisions.

Risk Assessment

Risk Level: medium — Frequent amendments by a major shareholder can indicate instability or ongoing strategic changes, introducing uncertainty for other investors.

Analyst Insight

Investors should monitor future 13D filings from Willifood Investments Ltd. and related parties for further clarity on their intentions and any potential impact on G. Willi-Food International Ltd.'s corporate governance or strategic direction.

Key Numbers

• 43 — Amendment Number (This is the 43rd amendment to the Schedule 13D filing by Willifood Investments Ltd.)
• 20240116 — Filing Date (The date this SC 13D/A amendment was filed.)
• 005-60211 — SEC File Number (The SEC file number for G. Willi-Food International Ltd.)

Key Players & Entities

• Willifood Investments Ltd. (company) — the filing person and a major shareholder
• G. Willi-Food International Ltd. (company) — the subject company whose shares are being reported
• B.S.D Crown Ltd. (company) — a group member associated with the filing
• Joseph Williger (person) — a group member associated with the filing
• Zwi Williger (person) — a group member associated with the filing
• Yitschak Barabi (person) — Chief Financial Officer of G. Willi-Food International Ltd.
• Perry Wildes, Adv. (person) — contact person for Goldfarb Gross Seligman & Co.
• NIS 0.10 (dollar_amount) — nominal value per ordinary share of G. Willi-Food International Ltd.

Forward-Looking Statements

• Willifood Investments Ltd. may be adjusting its long-term strategy regarding its stake in G. Willi-Food International Ltd. (Willifood Investments Ltd.) — medium confidence, target: next 6-12 months
• The frequent amendments (43rd) suggest ongoing discussions or changes in control dynamics within G. Willi-Food International Ltd. (G. Willi-Food International Ltd.) — medium confidence, target: next 3-6 months

FAQ

Key Financial Figures

• $130,869 — e Issuer for aggregate consideration of $130,869. ZW used his personal funds to acquire

Filing Documents

• zk2430774.htm (SC 13D/A) — 172KB
• 0001178913-24-000153.txt ( ) — 174KB

Security and Issuer

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.

Identity and Background

Item 2. Identity and Background.

of Schedule 13D, "Identity and Background" is amended and restated to read as follows

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, a company wholly owned by JW and his brother 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 private company, holds WIL shares. The business address of B.S.D is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel. JW is a citizen of Israel, is a director of B.S.D, director of WIL and the CEO of the Issuer. JW is a citizen of Israel and his principal employment is business management. 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 the Chairman of the Board of Directors of the Issuer. ZW is a citizen of Israel and his principal employment is business management. The business address of ZW 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 knowl

Source and Amount of Funds or other Consideration

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: On January 10, 2024, ZW purchased 12,713 Ordinary Shares of the Issuer for aggregate consideration of $130,869. ZW used his personal funds to acquire the Ordinary Shares.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D, "Interest in Securities of the Issuer" is amended and restated to read as follows

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 13,251 Ordinary Shares and ZW directly owns though a wholly-owned company 934,127 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 9,918,995 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 13,251 Ordinary Shares held directly by JW and 934,127 Ordinary Shares held directly by ZW), or approximately 71.53% 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 fi

Material to be

Item 7. Material to be Filed as Exhibits.

of Schedule 13D, "Material to be Filed as Exhibits" is

Item 7 of Schedule 13D, "Material to be Filed as Exhibits" is amended and restated to read as follows: Exhibits : Number Description 99.1 Joint Filing Agreement among the Reporting Persons (incorporated by reference to Amendment No. 31 to Schedule 13D filed on August 3, 2017). 8

SIGNATURES

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 16, 2024 /s/ Joseph Williger Joseph Williger /s/ Zwi Williger Zwi Williger B.S.D CROWN LTD. By: /s/ Yaniv Tal Name: Yaniv Tal Title: CFO WILLI-FOOD INVESTMENTS LTD. By: /s/ Yitschak Barabi Name: Yitschak Barabi Title: CFO 9 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 Position in B.S.D, WIL, or Issuer Shareholder of B.S.D with his brother ZW, director in WIL, and the CEO of the Board of Directors of the Issuer Residence or business address 7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel Present principal occupation or employment Director Name of corporation or organization where employed Yossi Willi Management and Investments Ltd and the issuer Address of corporation or organization where employed 7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel Description of principal business of corporation or organization where employed Management and Investments 10 Name Zwi Williger Noit Williger Lital Wagman-Williger Position in B.S.D, WIL, or Issuer Shareholder of B.S.D with his brother JW, the Chairman of WIL and a Chairman of the Board of Directors of the Issuer Director in WIL ZW's daughter Director in WIL YW's daughte

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