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B.S.D. CROWN LTD - Parent company announcement

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                           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 11
February, 2014 and to announcements made earlier today in Israel by BGI (the
"BGI Announcement") and by the Company. Capitalised terms used but not defined
herein shall have the meanings given to them in the Company's announcement of 3
February, 2015.

Further to the BGI Announcement, the Company has been informed that as certain
conditions precedent to the Transaction remained outstanding as at 24 February,
2015 (the last day for completion of the Transaction), the Transaction has not
been 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 a
loan to be provided by Zwi Williger and Joseph Williger (together, the "
Willigers"), either in their personal capacities or through companies under
their control (the "Lenders"), pursuant to which Israel 18 will borrower a sum
of NIS 83 million (the "Loan Amount").

The Loan Amount shall be used, among others, for the purposes of exercising the
Call Options, upon which exercise, the shares acquired will be transferred to
Orot Israel and will be available subject to fulfilment of conditions precedent
including, 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 of
interest, as set out in the Loan Agreement) shall be placed into an escrow
account (the "Escrow Account") within two (2) business days from the date
hereof.

Subject to Israel 18's right to make early repayment of the Loan Amount upon 90
days' 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 sums
payable for the first period of interest, as set out in the Loan Agreement) is
placed 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 in
Israel 180, Israel 180 has agreed to pledge its holdings in Orot Israel and
Orot 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 be
available to the Lenders upon, among others, any of the following conditions
not 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

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