The appointment of Merav Siegel for a third term as an external director (emergency) in the real estate company The builders of the high school was recently approved at a special general meeting of the company’s shareholders. However, according to a minority shareholder in the company and her proxy, the appointment was approved thanks to the support of Binyamin (Benny) Peretz, a director of the company and brother of the controlling owner Amram (Ami) Peretz.
Last week, minority shareholder Nitza Levy and her representative Moti Ben Ari appealed to the high school builders demanding a recount of the votes in the assembly, “disqualifying the tainted vote” of Binyamin Peretz. In the letter sent by their attorney, attorney Ofir Naor from the Noor-Gresht office, it is stated that “this is a serious attempt to circumvent and even trample on the express provisions of the Companies Law, according to which, in the number of votes in the general meeting when appointing directors, the non-controlling shareholders will participate in the company or those with a personal interest in confirming the appointment”.
In addition to this, Levy and Ben Ari claim through their attorney, that Nitza Levy’s vote was disqualified in the vote on the appointment of another candidate, Shira Kolman-Golovinski, to the position of deputy in the company. This, despite their claim that “there is no personal interest between Shira Kolman-Golovinski and Nitza Levy and/or Moti Ben Ari, and her appointment is intended to enable better protection of the company and the minority shareholders from the conflict of interest in which the controlling owners of the company are found.”
“In my humble opinion, Bnei Peretz has no personal interest”
Boni Al-Thaiyoon is an entrepreneurial company operating in the field of residential construction in Israel. The controlling owner Ami Peretz owns 48.5% of the company’s shares and holds the positions of CEO and director. His brother, Benny Peretz owns 15.9% of the company’s shares, and serves as a director. In the previous decade, Benny Peretz served as the personal manager of the singer Eyal Golan. And he was a partner with him in the Liam Productions company and in the real estate business, which the two divided between them after disagreements broke out between them.
The owner and CEO of the high school builders, Ami Peretz / photo: Yeh’ach
Another brother in the family, Nissim Peretz, serves as chief maintenance, logistics and equipment manager of the high school builders. Benny Peretz and Nissim Peretz jointly also own the private company Binyamin and Nissim Peretz Investments, which owns another 8.4% of the shares of the Middle School builders (Beni’s share is 60% in the private company).
In a response letter sent by the High School Builders Company, through its attorney Dodo Ben-Yaish from the Schnitzer, Gottlieb, Samet & Co. firm, it rejects Nitza Levy’s claims, primarily the claim regarding the re-election of Merav Siegel to the position of a deputy in the company. In his letter, Attorney Ben-Yaish states that “Beni Peretz is not one of the controlling owners of the company, including in the absence of any contract and/or engagement for cooperation between him and the controlling owner of the company, Amram Peretz.
“Benni Peretz indicated on the voting form that he has no personal interest in the election of Merav Segal, and in my humble opinion Beni Peretz does not have any personal interest in anything related to the selection of Merav Segal as an external director of the company, and/or the non-election of Shira Kolman-Golovinski as an external director of the company. , as opposed to the other issues that were on the agenda, in which Beni Peretz had a personal interest as a relative of Nissim and Ilana Peretz,” emphasizes attorney Ben-Yaish.
“The presentation included Benny Peretz among the controlling owners”
Attorney Ben-Yaish is referring to two additional resolution proposals that were submitted for approval by the shareholders’ meeting, and were not approved. This is a decision to update and extend the terms of office of Nissim Peretz and another decision to extend the terms of office of Ilana Peretz (a relative of the controlling owner) who is employed in the department The company’s mortgage.
Following the reply letter received from the High School Builders Company, Attorney Noor sent another letter to the company, in which he reiterated his claim that “the results of the vote regarding the appointment of Merav Siegel as the company’s CEO and the non-appointment of Shira Kolman-Golovinski as the company’s CEO are invalid.” Regarding the counting of Benny Peretz’s vote, he emphasizes that “it is a vote tainted by a personal matter, when there was no basis for its weighting in the voting results.”
Adv. Naor also points out that in the presentation published by the company in March 2019 in preparation for the issuance of bonds, the builders of the high school stated at the very beginning of the presentation that the company “is under the control of the heirs of the late Avraham Peretz and Amram Peretz (about 82.95%)”, so according to him the company then included Benny Peretz is among those who control it. It should be noted that the three letters were also sent to Attorney Sarah Kendler, Director of the Corporate Department at the Securities Authority.
Phoenix’s investment in the subsidiary did not materialize
Boni Al-Thaiyan trades at a market value of approximately NIS 630 million, after doubling its value in the past year (however, from the beginning of 2022, the stock has decreased by approximately 20%). Last week the company reported that the insurance company’s investment the phoenix In the subsidiary company, the builders of the urban renewal high school, it did not mature into a binding contract and the negotiations between the parties ended.
According to a non-binding memorandum of understanding, which the high school builders and the Phoenix signed in March of this year, the Phoenix was supposed to invest in the urban renewal high school builders an amount of NIS 112 million in exchange for an allocation of 19.9% of its shares. The transaction was supposed to reflect a value of NIS 450 million to the subsidiary, but as mentioned, it was not finally implemented.