BSD.L Regulatory News (BSD)

B.S.D. CROWN LTD - Company Update

PR Newswire

London, December 29

BSD Crown Ltd. (LSE: BSD)

(the “Company”)

Company Update

Ramat Gan, 29 December 2015

Further to the Company's announcement dated 24 December 2015, BGI Investments (1961) Ltd. (“BGI”), the controlling shareholder of the Company, and BG Alpha Ltd (“BG Alpha”) (both connected parties of Gregory Gurtovoy, Chairman of the Company) have granted security over certain ordinary shares of the Company in connection with certain amendments being made to a trust deed entered into between BGI and the trustee of the BGI bondholders (Series A) (henceforth respectively, the “Trustee” and the “Bondholders”).

The amendments made to the trust deed were required, in part, as a result of various discussions between the Trustee and BGI in relation to the repayment of certain monies under the terms of the trust deed. As set out in the Company’s announcement dated 27 October 2015, the Trustee submitted urgent motions to the District Court of Tel Aviv for the enforcement of pledges and the appointment of a receiver over BGI; however following BGI’s agreement regarding the release of certain pledged deposits (an announcement about which was published by BGI on the Tel Aviv Stock Exchange publishing system – MAGNA on 4 November 2015) and based on agreed motions filed with the Court, the Court extended the date for submission of a response by BGI to 31 December 2015.

The Company notes that BGI has continued to encounter delays in repatriating cash it has placed on deposit with an Austrian bank, which BGI considers to be in breach of the arrangements it has in place with such bank. The Company further notes that BGI continues to engage with the Austrian bank in order to repatriate all remaining cash deposits held with it.

As of 30 September 2015, the Company held approximately USD 30 million with the same Austrian bank which has a B- credit rating issued by Fitch and published in August, 2015. The Company is speaking with its advisers in order to fully explore its rights with regard to its cash deposits. The Company's request for release of funds from May 2015 was fulfilled.

The significant majority of other Company’s deposits and cash are held in US Dollars with a bank in Azerbaijan. This bank has a Ba3 credit rating issued by Moody's and published in June, 2015.

The Company will provide further updates in due course.

BGI update

The Company has received the following additional information from B.G.I. Investments (1961) Ltd. ("BGI"), its controlling shareholder:

On December 24, 2015, Arnon Gicelter, Adv. (the "Trustee"), who to the best of BGI's knowledge, holds in trust 24,909,603 shares of BGI (representing approximately 67.7 per cent. of the issued share capital of BGI) (the "Shares") owned by Israel 18, the controlling shareholder of BGI, as a security in connection with a share purchase agreement for shares of BSD, has filed a letter with the Tel Aviv Stock Exchange alleging that because Israel 18 purportedly breached its obligations towards Mr. Naftali Shani, Olamic Holdings NV, and others (the "Beneficiaries"), ownership of the Shares has been transferred, with Israel 18's consent, to the Trustee to be held for the benefit of the Beneficiaries.

In response to the letter, Israel 18 notified BGI that, among other things, the Beneficiaries do not have ownership rights to the Shares, but rather have rights to certain pledges placed on the Shares in which they have not taken the requisite steps to exercise. Consequently, Israel 18 remains the owner of the Shares.

The Company will provide further updates in due course.

Israel 18 update

Further to the Company’s announcements dated 20 October 2015, 21 October 2015, and 5 November 2015, the Company hereby announces that the Company has been informed by Israel 18 that on 27 December 2015, the District Court of Haifa approved the following:

Enquiries:

Yossi Schneorson, CEO: yossi@bsd-c.com