BSD.L Regulatory News (BSD)

B.S.D Crown Ltd (LSE:BSD) ("BSD" or "the Company") Parent company announcement Tel Aviv, Israel, 25 February 2015 The Company refers to its announcements of 22 August, 2013 and of 3 and 11February, 2014 and to announcements made earlier today in Israel by BGI (the"BGI Announcement") and by the Company. Capitalised terms used but not definedherein shall have the meanings given to them in the Company's announcement of 3February, 2015. Further to the BGI Announcement, the Company has been informed that as certainconditions precedent to the Transaction remained outstanding as at 24 February,2015 (the last day for completion of the Transaction), the Transaction has notbeen completed. On 24 February, 2015, Israel 18, Israel 180 and Orot Israel (together, the "Israel 18 Group") entered into a loan agreement (the "Loan Agreement") for aloan to be provided by Zwi Williger and Joseph Williger (together, the "Willigers"), either in their personal capacities or through companies undertheir control (the "Lenders"), pursuant to which Israel 18 will borrower a sumof NIS 83 million (the "Loan Amount"). The Loan Amount shall be used, among others, for the purposes of exercising theCall Options, upon which exercise, the shares acquired will be transferred toOrot Israel and will be available subject to fulfilment of conditions precedentincluding, among others: * the appointment of one member of the board of directors in, each, BGI and the Company as nominated by the Lenders; and * the registration of the Security (as defined below) as well as the registration of a pledge over the entire outstanding share capital of the Borrower. The Loan Amount (less any upfront fees and sums payable for the first period ofinterest, as set out in the Loan Agreement) shall be placed into an escrowaccount (the "Escrow Account") within two (2) business days from the datehereof. Subject to Israel 18's right to make early repayment of the Loan Amount upon 90days' prior notice, the Loan Amount will have a maturity period of two (2)years from the date that the Loan Amount (less any upfront fees and sumspayable for the first period of interest, as set out in the Loan Agreement) isplaced in the Escrow Account and will carry interest at a rate of ten per cent(10%) per annum, payable quarterly in advance. As security for the Loan Amount, Israel 18 has agreed to pledge its holdings inIsrael 180, Israel 180 has agreed to pledge its holdings in Orot Israel andOrot Israel has agreed to please its holdings in BGI and in the Company(together, the "Security"). Subject to a grace period of 30 days, acceleration of the Loan Amount will beavailable to the Lenders upon, among others, any of the following conditionsnot continuing to be met: * the Company having at least USD 35 million cash available to it; * Willi-Food Investments Ltd. ("WFI"), BSD's approximately 62% subsidiary, having at least NIS 250 million of tangible capital (as per the terms of the Loan Agreement); and * The management of the food business of WFI and/or WFI's approximately 59% subsidiary, G. Willi-Food International Ltd. and/or its subsidiaries, shall be vested solely with the Willigers and companies owned by them according to their contracts with the Company, dated March 2, 2014 (the "Purchase Agreement"), in the same manner as it was conducted immediately after the closing of the Purchase Agreement and in accordance with the terms thereof. 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