B.S.D. Crown Ltd Company Update

 
TIDMBSD 
 
BSD Crown Ltd. (LSE: BSD) 
 
                                (the "Company") 
 
                                Company Update 
 
Ramat Gan, 16 November 2015 
 
 G. Willi Food International LTD- Termination of Management Agreements by the 
             Company's subsidiary and the Company Board approvals. 
 
The Company hereby announces that on: (i)  12 November, 2015 the Board of 
Directors of G. Willi-Food International Ltd ("Willifood"), an indirect 
subsidiary of the Company; and (ii) 15 November, 2015 the Board of Directors of 
Willi-food Investments LTD ("Willifood Investments"), a  subsidiary of the 
Company (and the holding company of Willifood), each approved the terms of an 
agreement (the "Termination Agreement") between Willifood and two companies 
controlled by Messrs. Zwi Williger (Director of Willifood Investments and 
Co-Chairman and Manager of Business Development in Willifood) and Joseph 
Williger (Co-Chairman of Willifood Investments and Director and President in 
Willifood) (hereinafter, both companies jointly referred to as the "Management 
Companies") that governs the termination of the existing management agreements 
between the Management Companies, Willifood and Goldfrost Ltd. (a subsidiary of 
Willifood) (hereinafter the "Existing Management Agreements"). Certain terms of 
the Termination Agreement are subject to the approval by way of special 
majority by Willifood shareholders, at which time Messrs. Zwi and Joseph 
Williger are to resign as directors and from all other positions within 
Willifood (henceforth:  "Approval of the General Meeting of Willifood"). 
 
Under the terms of the Termination Agreement, amongst others things: 
 
 1. Messrs. Zwi Williger and Joseph Williger have entered into certain 
    non-compete arrangements, both directly or indirectly, for the period of 12 
    months from the date which is 180 days after the execution of the 
    Termination Agreement (being 12 November 2015) (the "early notice period"); 
 2. Subject to the full and timely fulfillment by Willifood of all of its 
    undertakings of the Termination Agreement, Messrs. Zwi Williger and Joseph 
    Williger and the Management Companies fully and irrevocably waive and 
    release Willifood and its shareholders (including its controlling 
    shareholders), subsidiaries, related companies and anyone or entity acting 
    on their behalf from any legal claim and/or legal action and/or demand, 
    whether known or unknown, which they may have either currently or in the 
    future, either directly or indirectly (collectively referred to as: "Claims 
    "), against any of  Messrs. Zwi Williger and Joseph Williger and the 
    Management Companies, such waiver and release to include any Claim relating 
    to  the purchase agreement of the controlling stake in Willifood 
    Investments entered into by the Company on 2 March, 2014 (the "Willifood 
    Controlling Stake Purchase Agreement"), all of which are subject to certain 
    limited exceptions enumerated in the Termination Agreement; and 
 3. Subject to the full and timely fulfillment  by Messrs. Zwi Williger and 
    Joseph Williger and the Management Companies of all of their undertakings 
    set forth in the Termination Agreement and any applicable law, including 
    the provisions of the Israel Companies Law and Israel Securities Law, 
    Willifood fully and irrevocably waives and releases Messrs. Zwi Williger 
    and Joseph Williger and the Management Companies from all Claims, which 
    Willifood may have currently or may have in the future, either directly or 
    by way of Willifood Investments and/or any of their subsidiaries, against 
    either of Messrs. Zwi Williger or Joseph Williger and/or the Management 
    Companies, all of which are subject to exceptions limited set forth in the 
    Termination Agreement. 
 
The Termination Agreement also provides for certain payments to be made to the 
Management Companies, including the payment of performance bonuses of NIS 2 
million and retirement bonuses of NIS 1.67 million to each of the Management 
Companies which is in addition to the payment of a management fee of NIS 1.67 
million during the year following the notice period, to each of the Management 
Companies. 
 
In addition, Mr. Gil Hochboim stepped down as Chief Executive Office and Chief 
Financial Officer of Willifood, effective immediately.  The board of directors 
of Willifood have appointed Mr. Iram Graiver as Chief Executive Officer to 
replace Mr. Hochhoim.  The terms of Mr. Graiver's employment are subject to 
various corporate approvals, including compensation committee and Willifood 
shareholder approval. As such, the board of directors of Willifood have 
appointed Mr. Ilan Admon, currently a director of Willifood, to serve as Acting 
Chief Executive Officer until Mr. Graiver assumes the CEO position and have 
appointed Mr. Pavel Buber, currently Willifood's controller and secretary, to 
serve as Acting Chief Financial Officer and secretary. 
 
Similar management changes have been made in Willifood Investments as a result. 
 
For further details regarding the Existing Management Agreements with the 
Management Companies (including a description of the terms of termination set 
forth in them, please refer to Company's announcements dated 3 March 2014,  the 
Company's prospectus published on 29 July and the Company's annual financial 
report for the year ended 31 December 2014 published on 27 March, 2015 (all 
available on the Company's web site at www.bsd-c.com) 
 
BSD Crown Ltd. 
 
On 11 November, 2015, in connection with the arrangements described above, the 
Board of the Company approved the Company's entry into of a mutual waiver and 
release from all Claims with Messrs. Zwi Williger and Joseph Williger and the 
Management Companies (the "Company Waiver"). The Company Waiver is conditional 
upon, amongst other things: (i) the approval of the Termination Agreement in 
general meeting of Willifood and (ii) the payment of approximately USD 1.6 
million (the "Option Exercise Amount") to the extent that Messrs. Zwi Williger 
and Joseph Williger exercise the put option granted to them as part of the 
terms of the Willifood Controlling Stake Purchase Agreement, as detailed in the 
Company announcement on 3 March, 2014. 
 
Furthermore, on 12 November 2015, Mr. Gregory Gurtovoy, the indirect 
controlling shareholder of the Company, signed a personal undertaking in favour 
of Messrs. Zwi Williger and Joseph Williger and the Management Companies to 
guarantee the payment of the Option Exercise Amount by the Company. The Company 
will act to approve the personal guarantee given by Mr. Gurtovoy, as stated, as 
required by law, following the appointment of an additional external director 
to the Company's Board of Directors, in accordance with the Companies 
Regulations (Exemptions for Transactions with Interested Parties) 5760-2000. 
 
Enquiries: 
 
Emil Budilovsky, Joint CEO, CFO and Company Secretary; Emil@bsd-c.com 
 
 
 
END
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