BSD.L Regulatory News (BSD)

B.S.D. CROWN LTD - Company Update

PR Newswire

London, July 22

B.S.D Crown Ltd (LSE:BSD)

("BSD" or "the Company")

Company Update

Tel Aviv, Israel, 22 July, 2015

Settlement between Israel 18 B.V. and Fortissimo Capital Management Ltd.

Further to the Company's announcement of 16 July 2015, the Company was informed on 21 July 2015 by Israel 18 B.V. (the controlling shareholder of BGI Investments (1961) Ltd. (“BGI”), which, in turn, beneficially owns Company shares representing approximately 25% of the total issued and outstanding share capital of the Company (excluding dormant shares) and controls in aggregate, directly and through proxies, approximately 44% of the voting rights in the Company) (“Israel 18”) that on 21 July 2015, it reached a written understanding (the "Arrangement") with Fortissimo Capital Management Ltd. ("Fortissimo") in connection with outstanding debt obligations owed by Israel 18 to Fortissimo. Such debt obligations were originally entered into between BGI and Fortissimo on 14 August 2013, as subsequently varied, amended and assigned, as set out in the Company’s announcements of 15 August 2013, 2 October 2013 and 20 February 2014.

Under the terms of the Arrangement:

a) Fortissimo has undertaken to an irrevocable authority to continue to vest with Israel 18 and grant proxy to act in favour of Israel 18 in respect of 4,541,524 shares of the Company which are held by Fortissimo and which will continue to be held by them. Such shares will be transferred to Israel 18 following the payment in full by Israel 18 to Fortissimo of the outstanding consideration owed by it.

b) Israel 18 has agreed to the assignment to Fortissimo of its right to the repayment of a loan of US$5 million provided by Israel 18 to BGI (the “BGI Debt”), such assignment to take effect no later than 16 August 2015 provided that, BGI shall have made complete payments owing to its Series 1 bondholders. Israel 18 has also agreed that any sum received by it in connection with the repayment of the Company Debt shall be paid to Fortissimo.

c) Mr. Gregory Gurtovoy has provided a personal guarantee in favour of Fortissimo, guaranteeing the repayment of Israel 18’s debt obligations to Fortissimo, which is in addition to the existing guarantee of Mr. Oleksandr Granovkyi guaranteeing the same such obligations.

Further information about the Company

For more information about the Company, visit http://www.bsd-c.com/.

Enquiries:

Emil Budilovsky, Joint CEO and CFO: Emil@bsd-c.com