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Shlomo Nass stands his ground: Yuli won't repay its bonds early
By Sarit Menahem

Bondholders of Yuli Capital Markets arrived at the Wednesday assembly upset but clear in mind: no new deals, no new partners and definitely no adventures in eastern Europe. They wanted their money back, right away.

The meeting had been called by Shlomo Nass and Henry Kauftheil, Yuli's controlling shareholders, to tell the bondholders about a deal to sell control over to a company called Mavestinio Limited.
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Mavestinio, registered in Cyprus, belongs to two former Israelis living in Australia, Moshe Meydan and Nathan Stoliar. The company owns property in the Polish cities of Poznan and Lodz. Mavestinio would buy 83% of Yuli in exchange for 27% to 35% of its own shares, depending on an appraisal of the Polish properties, Nass and Kauftheil said.

Yuli had raised more than NIS 100 million from bondholders. The money is sitting there in its bank account, since the company doesn't do anything and has no assets. After buying Yuli, the Australian-Israelis would use its money for projects in the pipeline. But the bondholders suspect that the risk of not getting their money back would increase.

"The deal we're looking at today is the best offer we've had," said Nass, a soft-spoken man. "We've had more than 70 offers. People have told us, take money, cash, and give us the company. But we aren't taking money and leaving, we're staying with the company. I know that people invested in the company because of us. We're staying out of faith. People who say we took money don't know what they're talking about."

He will remain chairman, Nass continued, and isn't taking one single shekel home. "Every shekel we raised will be returned at the terms we undertook," he said. "People are besmirching a deal they don't know."

Possibly, but the bondholders were unmoved and know what they wanted: their money back. They complimented Nass et al for having had the good sense not to get into yield-generating property in the United States, and were even willing to settle for part of their money at this stage. But their message was absolute: Money back or a fight, tooth and claw.

Unpersuaded by Nass, the bondholder meeting deteriorated. "You are raping us. We'll fight back," came from the representative of an institutional investor. "Pay attention to us. We aren't dirt to be trampled on. Respect us. Give us at least some of the money back at an adjusted price. Don't take it onto a new adventure lasting years assuming we're idiots. We aren't. You're wealthy anyway and the time of gambling at our expense is over."

Nass was hurt. "I'm not raping anybody, not trampling on anybody," he answered. "I don't understand how you can talk to me this way. You don't get up in the morning and read these names you're called in the paper."

The representative apologized but it was clear that he and the other bondholders had a bellyful and didn't like the deal with Mavestinio.

Since it was announced two weeks before, Yuli bonds dropped 17% in price to a yield of 42%, which indicates deep disquiet about repayment. Yuli has the cash to repay, NIS 102 million just sitting there, and has shareholders equity of NIS 5.5 million. It has the wherewithal to cover its liabilities after buying back its bonds. The question is one of intent.

Nass described the advantages of the Mavestinio takeover and the new partners, ex-Israelis living in Australia with worldwide operations in computers, textiles and real estate. The bondholders could meet with them soon, when they visit Israel.

"The proposal to redeem the bonds isn't relevant," Nass said. "This is a company, it has shareholders and it's impossible. It isn't my company. I don't control it. Redeeming the bonds prematurely for no reason would expose me to lawsuits by the shareholders."

But the bondholders wanted no new investments in eastern Europe, and Nass refused to give the bondholders a right to veto the Mavestinio takeover. The meeting with bondholders did not end with a meeting of the minds. The controlling shareholders were firm and the institutional investors threaten to sue. Stay tuned.
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