BSD.L Regulatory News (BSD)

B.S.D Crown Ltd (LSE:BSD) ("BSD" or "the Company") Company Update Tel Aviv, Israel, 3 February 2015 Parent company announcement The Company refers to its announcement of 11 December, 2014 and to anannouncement made earlier today in Israel by BGI Investments (1961) Ltd. ("BGI") (which beneficially owns Company shares representing approximately 25.02% ofthe total issued and outstanding share capital of the Company (excludingdormant shares) and controls in aggregate, directly and through proxies,approximately 44.11% of the voting rights in the Company). Based on said BGI announcement, on 2 February, 2015, Israel 18 B.V. ("Israel 18"), which is the controlling shareholder of BGI, entered into conditionalagreements (the "Transaction") with a private company (in formation) (the "Investor") to be held by Messrs Aharon Bloom and Moshe Potash, pursuant towhich: * Israel 18 will transfer to Orot Israel 18 Ltd ("Orot Israel"), a newly incorporated Israeli private company to be jointly controlled in equal parts by Israel 180 Ltd (an Israeli private company which is a wholly owned private subsidiary of Israel 18, "Israel 180") and the Investor: (i) its entire holdings and voting rights in BGI and the Company, and (ii) its outstanding call options in relation Company shares (as further detailed in Part 1, paragraph 10 of the Company's Prospectus dated 29 July 2014, the " Call Options"); * In consideration of Orot Israel's shares to be issued to it, the Investor will invest in Orot Israel an amount equal to USD 20,000,000. The consideration amount will be used by Orot Israel, among other things, in order to exercise the Call Options, so that, following such exercise, Orot Israel will hold approximately 19.01% of the voting rights in the Company; * For as long as Orot Israel remains BGI's controlling shareholder, it will grant BGI a proxy to vote all of its shares in the Company, so that BGI will continue to control in aggregate, directly and through proxies, approximately 44.11% of the voting rights in the Company; * Starting 12 months following completion of the Transaction and for a period of 6 months thereafter, the Investor will have the right to force Israel 18 to acquire its entire holdings in Orot Israel in consideration of USD20,000,000, such rights to be secured by a charge over Israel 180's holdings in Orot Israel; * Israel Jossef Schneorson, a director of the Company and its CEO, will receive non-voting shares in Orot Israel, which would entitle him to up to 10% of any distributions made by Orot Israel, subject to certain waterfall provisions; and * The Transaction is anticipated to be completed next week, conditional on the obtainment of the consent of the Company shareholders in relation to which shareholdings Israel 18 holds the Call Options. The Company will update the market in respect of further developments withregards to the Transaction, as appropriate. Further information about the Company For more information about the Company, visit www.bsd-c.com. Enquiries:

Eyal Merdler, CFO: eyal.merdler@bsd-c.com