|
24.05%
|
75.95%
- The focus of attention was on real estate properties in France, two in Lille (one of which includes about 5,500 square meters and 72 parking spaces; the other includes about 5,780 square meters and 25 parking spaces) and the third in Nantes (which includes about 3,889 square meters and 152 parking spaces). These properties were used to rent offices, and each property was held by a separate property company.
As the chart shows, the three property companies were held by SAS GJE Promotion France (hereinafter: GJE or the French company). Approximately 76% of its shares were held by SAS Yizoom France (hereinafter: Yizoom France), which is fully controlled by ADN, and approximately 24% of its shares were held by Guy Initiation, which was also fully controlled by ADN (hereinafter: Guy Initiation; Guy Initiation was also a counter-plaintiff, but following a settlement agreement described below, Mr. Knepfler remained as the sole counter-plaintiff).
- It was copied from Nevothat the controlling shareholder of ADN was at the relevant period Ari Global Capital in a tax appeal (hereinafter: Ari Global Company), whose controlling shareholder was Mr. Avi Nehemia (Defendant 2; hereinafter: Nehemiah). Mr. Nehemia served as the CEO of ADN, and also served as a director of ADN. He provided her with management services in the amount of about ILS 150,000 per month.
The remainder of the Board of Directors consisted of Mr. Daniel Dubrovsky, who served as Chairman (hereinafter: Mr. Dubrovsky), and Ms. Ravit Halevy Barzilai ( Ms. Halevy Barzilai) and Mr. Shlomo Peretz (hereinafter: Mr. Peretz) served as independent directors (all three of whom hereinafter will be referred to as Directors).
- Thus, the controlling shareholder of the French company controls the assets in France, and the purchaser of the shares of Guy Development and ADN acquires, in a chain, ownership of these assets. It should be noted that ADN was also a controlling shareholder of assets in Germany, but details on this matter are not required for our purposes, and I will address it only if necessary. Our eyes are therefore focused on the properties in France.
- There is no dispute that at that time, in 2016, ADN was in considerable financial distress (and according to the counter-plaintiff, it was even insolvent). It lost some of its other assets after failing to meet a previous loan. It entered into a loan for the purpose of their repurchase, and in order to finance part of the purchase proceeds, it took a loan of €4.2 million from Ravad in a tax appeal (hereinafter: Ravad; Appendix 7 to Knefler's affidavit). This loan was personally guaranteed by Mr. Nehemiah. In addition, Ari Global, through which Mr. Nehemia controlled, as may be recalled, ADN, which worked its shares in the company in favor of Ravad as collateral for the repayment of the loan.
In addition, ADN took an additional loan from Mordechai Schechter in a tax appeal (hereinafter: Schechter; Appendix 12 to Knefler's affidavit) in the amount of approximately ILS 4.8 million. This loan was supposed to be repaid by October 2016, and Mr. Nehemia personally guaranteed its repayment. The company took out additional loans, for which Mr. Nehemia was not a personal guarantor.