BSD.L Regulatory News (BSD)

B.S.D. Crown Ltd. - Notice of GM

PR Newswire

London, May 4

BSD Crown Ltd. (LSE: BSD)

(the “Company”)

Noticeof General Meeting

Ramat Gan, Israel, 4 May 2017

The Company refers to its announcements of 23 March, 5 April, 24 April and 26 April 2017.

Following the decision of the Tel Aviv district court as announced by the Company on 24 April, 2017 (the “24th April Decision”), the Company has received a letter from BGI Investments (1961) Ltd. (“BGI”) stating that to the extent that the 24th April Decision is upheld on appeal: (i) the shareholder agreement (the “Agreement”) between BGI and Israel 18 B.V. (“Israel 18”) in respect of the Company’s shares purporting to grant BGI with voting rights over shares in the Company held by Israel 18, would not be in effect; (ii) BGI would therefore only have voting rights in 24.64% of the Company’s voting share capital (rather than 43.65% of the Company’s voting share capital if the Agreement were held to be in effect); (iii) any shareholder acquiring rights in 25% or more of the Company’s voting share capital would need to do so by way of formal tender under Israeli law; and (iv) to the extent that any shares are acquired which would result in a shareholder holding over 25% or more of the Company’s voting share capital other than by formal tender, any such shares held over the 25% threshold would be deemed to be “dormant” under Israeli law.

BGI further claims that Y.M Dekel (controlled by Mr. Joseph Williger), owns, together with its affiliates (which BGI considers to be jointly concerned in such shares of the Company), over 35% of the voting share capital of the Company such that such number of shares in the Company held in excess of the 25% threshold referred to above should be treated as being “dormant”, not capable of being voted for the purposes of the Company’s general meeting, and noted in the context of nominations for independent directors of the Company..

The Company is considering its position with its legal advisors and will take such action as is necessary to ensure the Company’s interests and those of its shareholders as a whole, are best represented.

Enquiries:

Gregory Gurtovoy, Chairman: office@bsd-c.com