BSD.L Regulatory News (BSD)

Emblaze Ltd (LSE:BLZ) ("Emblaze" or "the Company") Company Update Herzeliya, Israel, 22 August 2013 The Company notes an announcement by BGI Investments (1961) Ltd. ("BGI") issuedon 20 August 2013 to the Israeli Securities Authority and Stock Exchange,stating, amongst other things, the following: On 14 August 2013, BGI had entered into a set of agreements under which itpurchased from several shareholders (the "Sellers"), directly and through acontrolled subsidiary, 22,016,166 shares of Emblaze, representing 20.01% ofEmblaze's share capital (the "Purchased Shares"). At the same time BGI grantedput options (the "Put Options") and acquired call options (the "Call Options")in relation to the remainder of the Sellers' holdings in Emblaze shares, whichamount to 21,000,800 shares (the "Option Shares"), representing 19.09% ofEmblaze's share capital (the Put Options and the Call Options together beingthe "Options"). On 19 August 2013, BGI reported that understandings had been reached with theSellers under which the commencement of period for the exercise of the PutOption would be postponed to 15 April 2014, 15 days following the first date ofsettlement of the principal of the BGI's (Series 1) Bonds. Following the above, on 19 August 2013, Chabad 770 B.V ("Chabad 770") (acompany controlled by Mr Alexander Granovski ("Granovski")) the controllingshareholder of ZBI Ltd ("ZBI") and which, in turn, is the controllingshareholder of BGI, informed BGI that it had conducted negotiations on 19August 2013 with the majority of the Sellers, and such parties have reachedunderstandings, which are subject to the authorizations required under theIsraeli Companies Law, 1999 (the "Companies Law"), according to which: 1. The Options shall be assigned to Chabad 770 from BGI (the "Assignment"). lt should be noted that ZBI holds 79.94% of the share capital and voting rights in BGI ("BGI's Capital"), and that Chabad 770 also directly holds 3.78% of BGI's Capital, and therefore, BGI considers ZBI and Chabad 770 as holding together 83.72% of BGI's Capital. The Assignment shall be carried out subject to the Companies Law and against the provision of a personal guarantee by Mr Granovski to the Sellers (other than Fortissimo Capital Management Ltd. ("Fortissimo")). In addition, in consideration of the assignment of the Call Options, Chabad 770 shall pay BGI an amount of USD$1,000,000, which is equal to the amount paid by BGI to Fortissimo and Naftali Shani ("Shani"), in consideration of the Call Options. 2. Upon the Assignment, and subject to the authorization of the assignment in accordance with the Companies Law, the Purchased Shares shall be released from trust and pledge and shall cease to be held as security for the benefit of Shani and the other Sellers (other than Fortissimo) for the fulfillment of BGI undertakings under the agreements between BGI and the Sellers. 3. Chabad 770 shall undertake to exercise the Call Options upon the occurrence of one of the following events, the earlier: i. The passing of 60 days from the successful completion of the special tender offer BGI intends to issue to purchase an additional 5 per cent. of the issued share capital of Emblaze (the "Special Tender Offer"); and ii. The passing of 120 days from the day on which the Options are assigned by BGI to Chabad 770. The period between the day of Assignment and the occurrence of the first ofsaid events shall be referred to as the "Interim Period". 4. Chabad 770 is entitled to assign the Call Options to a third party, to which a power of attorney allowing to vote in the shareholders' meeting of Emblaze during the Call Option period in respect of the Option Shares, shall also be assigned. 5. Since the Purchased Shares will be released from the security arrangements in place for the benefit of Shani and the other Sellers (other than Fortissimo, which was not granted any security) (see paragraph 2 above), during the Interim Period and until Chabad 770 pays the full consideration for the Call Options, Chabad 770 shall deposit a different security, as shall be agreed between Chabad 770 and Shani, in trust with a trustee (the "Trustee"), as security interest for benefit of Shani and the other Sellers (other than Fortissimo) for the exercise of the Call Options, in addition to the other securities granted to Shani and the other Sellers (other than Fortissimo) (the "Remaining Securities"). After the assignment of the Options, the Emblaze shares deposited in trust and pledged for the benefit of the Sellers (other than Fortissimo) shall be the exercised Option Shares only, owned by Chabad 770. 6. On completion of the Assignment, and subject to the successful completion of the Special Tender Offer, BGI shall enter into a voting agreement with Chabad 770 for so long as Chabad 770 is the controlling shareholder of ZBI and, through it, BGI. The voting agreement shall require BGI and Chabad 770 to vote together at shareholder meetings of Emblaze and shall include, among other things, a right of first refusal and a tag along right. In the event the Special Tender Offer is not successfully completed, Chabad 770 shall exercise its Call Options through a third party. 7. During a period of up to seven years from the effective date of the agreement between the parties, each of the Sellers will be entitled to a certain share of the net income actually received by Emblaze from its intellectual property right (the "Upside"). Each of BGI and Chabad 770 shall be responsible for the payment of the Upside in relation to its portion in the Emblaze shares, i.e., BGI in relation to the Purchased Shares and Chabad 770 in relation to the Option Shares, where, the securities granted and those that shall be granted by Chabad 770 to the Sellers (other than Fortissimo), shall also secure BGI's part of the Upside. 8. The Assignment shall be subject to the following approvals: i. The approval of BGI's in accordance with the Companies Regulations (Relief for Transactions with Interested Parties), 2000, or alternatively, the approval of all of the following: BGI's audit committee, BGI's board of directors and BGI's shareholders' general meeting by a special majority in accordance with section 275 of the Companies Law; and ii. An approval by simple majority of BGI's bondholders. In the event that the Options are assigned to Chabad 770, BGI shall not requireexternal finance in relation to the Special Tender Offer. On completion of the Assignment (if it is approved), Chabad 770 shall bear thecost of the control premium for the purchase of the Purchased Shares and theOption Shares whereas BGI purchased the Purchased Shares for GBP0.75 per sharebut Chabad 770 will purchase the Option Shares for US$1.55 per share fromFortissimo and GBP1.076 per share from Shani and the other Sellers. Inaddition, Chabad 770 will provide security to the Sellers with respect to theobligations of both BGI and Chabad 770 in relation to the payment of theUpside, in addition to securing its obligations towards the Sellers. Following the approval of the Assignment and the entry into binding agreementsfor the Assignment, it is BGI's intention to launch a Special Tender Offerfinanced out of BGI's own resources. After completion of the Assignment and onthe assumption that the Special Tender Offer is successfully completed withinthe overall budget envisaged for it, BGI and its subsidiaries will holdapproximately NIS 97 million in cash and cash equivalent and short terminvestments and Emblaze shares free of any encumbrance representingapproximately 25% of Emblaze's share capital (assuming the Special Tender Offerhas been successfully completed). The Company notes a further announcement made by BGI issued on 20 August 2013to the Israeli Securities Authority and Stock Exchange, undertaking to itsSeries 1 bondholders for the following 21 day period, not to carry out, amongstother things, any transaction relating to the acquisition of shares in Emblaze. With respect to the Proposed Transaction (as defined in the Company'sannouncement of 15 August 2013), it is expected that the court will issue adecision this coming Sunday, 25 August 2013, that will clarify the position ofthe various bidders. The Company will update the market as soon as it receivesfurther information Enquiries: Piers Coombs / Tim Redfern / Kit Stephenson +44 20 7523 8000Canaccord Genuity Ltd Hagit Gal +972 9 7699302Emblaze Ltd. Emblaze is traded on the London Stock Exchange (LSE: BLZ) since 1996. www.emblaze.com This security shall be released upon full payment of the consideration of theCall Options by Chabad 770. Identity of third party is unknown at present.

Offsetting USD 500,000 from the consideration of each of Fortissimo and Shani.