BSD Crown : Company Update

BSD Crown Ltd. (LSE: BSD)

(the 'Company')

Company Update

Ramat Gan, 24 December 2015

Share pledge by a connected party to a person discharging managerial responsibility (PDMR)

On 22 December 2015, the Company was notified that BGI Investments (1961) Ltd. ('BGI') the controlling shareholder of the Company, and BG Alpha Ltd, which is indirectly wholly owned by BGI, ('BG Alpha') (both connected parties of Gregory Gurtovoy, Chairman of the Company) had granted security over 12,117,043 and 15,398,636 ordinary shares of the Company of nominal value NIS 0.01 respectively. No price was paid for any shares in the Company as part of the transaction.

Following this transaction, there is no change in the interests of Gregory Gurtovoy, BGI or BG Alpha in the Company.

BGI - amendment to Bondholders Trust Deed and Pledge

As set out in BGI's announcement on 22 December 2015, the following information, amongst other things, was provided in respect of the amendment to the Bondholders Trust Deed and Pledge:

On 22 December 2015, BGI and the trustee of the BGI bondholders (Series A) (henceforth respectively, the 'Trustee' and the 'Bondholders') entered into a fourth deed of amendment ('Deed of Amendment') to the trust deed which had been supplemented by the Trustee on 15 March 2010, and amended on 20 June 2012, 22 July 2013 and 28 August 2013 (the Trust Deed including all of its amendments being the 'Trust Deed'). Following the entry into of the Deed of Amendment, the following terms were added to the Trust Deed:

  1. For securing the payment of the outstanding principal amount and interest
     that BGI is obliged to pay the Bondholders, and for securing the balance of
     BGI's obligations as set in the Trust Deed and the terms of the bonds
     (including the Trustee fees, expenses and legal costs) (the 'Secured
     Amounts'):
       1. BGI has pledged in favour of the Trustee, on behalf of the
          Bondholders, a single, first order, unlimited fixed pledge over a
          total of 12,117,043 ordinary shares of the Company that BGI owns all
          ownership rights to , and all accompanying rights in these shares
          (henceforth: the 'Shares held by BGI').

BGI has undertaken to procure that BG Alpha Ltd, a private company which is indirectly wholly owned by BGI (by way of BGI's holdings in Niva Finances Ltd), ('BG Alpha')will pledge in favour of the Trustee, on behalf of the Bondholders, a single, first order, unlimited fixed pledge over a total of 15,398,636 ordinary shares of the Company that BG Alpha owns all ownership rights to , and all accompanying rights in these shares (the 'Shares held by BG Alpha' and the Shares held by BGI and the Shares held by BG Alpha, together the 'Company Shares')

  1. BGI and/or BG Alpha (as the case may be) will be able to participate and
     vote the Company Shares at General Meetings of the Company without any
     restriction on how they vote provided always that the manner in which they
     vote does not infringe on the rights of the Bondholders with regards to the
     Company Shares.
  2. Unless otherwise agreed upon and/or determined by way of a binding court
     ruling, BGI and BG Alpha will be able to sell the Company Shares, in whole
     or in part, and the Trustee will be required fully and immediately to
     co-operate in the necessary fashion to effect this, provided always that
     (i) the price of the proposed sale is not less than the average share price
     of the Company for the preceding 30 days trading and (ii) the net
     consideration received from the sale is directly transferred to the account
     of the Trustee and used to repay the Secured Amounts.

Enquiries:

Yossi Schneorson, CEO: [e-mail]