BSD.L Regulatory News (BSD)

B.S.D. CROWN LTD - Company Update

PR Newswire

London, May 10

BSD Crown Ltd. (LSE: BSD)

(the “Company”)

Company Update

Ramat Gan, May 10, 2016

Further to the Company's announcements dated December 29, 2015, March 8, 2016 and April 17, 2016 with respect to motion submitted to the Economic Department of the Tel-Aviv District Court (the “Court") against Israel 18 and BGI's directors, the Company has received the following additional information from BGI:

BGI's controlling shareholder, Israel 18, entered into a settlement agreement (the "Settlement") on May 5, 2016 with Mr.Naftali Shani and Arnon Gicelter, Adv. (the "Trustee") , which was authorised by the Court, and which provides that Israel 18 will pay to the Trustee, on behalf of Mr. Naftali Shani, US$2M (the “Initial Settlement Payment”) within 60 days of the date of the Settlement (the “Initial Settlement Period”), with a balancing payment (the “Final Settlement Period”) of approximately US$7.7M (which also includes accrued interest payable on the outstanding amounts) to be paid within 90 days of the date of the Settlement (the “Final Settlement Period”).

To the extent that Israel 18 does not make the Initial Settlement Payment within the Initial Settlement Period, Adv. Yossef Shem-Tov, a representative of BGI (and the Company) will be required to sell such number of shares in BGI so as to make the Initial Settlement Payment within 45 days of the expiry of the Initial Settlement Period. To the extent that Israel 18 does not make the Final Settlement Payment within the Final Settlement Period, Adv. Yossef Shem-Tov will be required to sell such number of shares in BGI so as to make the Final Settlement Payment within 45 days of the expiry of the Final Settlement Period.

Finally, and to the extent that the amount(s) that could be raised by the sale of such shares in BGI would not raise sufficient funds so as to make the Initial Settlement Payment and the Final Settlement Payment within the relevant settlement periods, Adv. Yossef Shem-Tov shall not be permitted to sell such shares and, instead, the Trustee will transfer the shares it holds in BGI to Mr. Naftali Shani.

As at the date of this announcement, the Trustee holds in trust for Mr Naftali Shani, to the best of BGI's knowledge, 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 Settlement further stated that the Trustee will withdraw his request to convene an extraordinary general meeting of shareholders of the Company in order to remove the directors of the Company (other than Mr. Zvi Shur) and replace such directors with nominees of the Trustee, further details of which were set out in the Company’s announcement of March 1, 2016.

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