Emblaze Ltd (LSE:BLZ)
("Emblaze" or "the Company")
BGI Investments (1961) Ltd. Cash Offer
Herzeliya, Israel, 24 January, 2014
Cash Offer
Capitalised terms will have the meanings ascribed to them in the circular (the
"Circular") published on 24 December, 2013 and sent to holders of Shares and
Depositary Interests on 30 December 2013 setting out the terms of the Offer.
Further to the Company's announcements of 24 December, 2013, 13 January, 2014
and 16 January, 2014, BGI has informed the Company that as at 1.00pm today
(being the last time and date for receipt of Forms of Acceptance, TTE
Instructions from Depositary Interest Holders and Tax Declaration Forms), a
total of at least 43,097,977 Emblaze Shares from non-Interested Parties and
57,377 Emblaze Shares from Interested Parties have been tendered in connection
with the Offer, representing in aggregate, approximately 39.24% of the issued
Emblaze Shares.
23,766,166 shares of the Company were held by or on behalf of the BGI Group and
Chabad 770 BV prior to the Offer Period, representing 21.59% of the share
capital of the Company. Together with call options open to Chabad 770 BV, the
Extended Group held (or held options in relation to) approximately 43,016,965
shares of the Company, representing 39.1% of the Existing Issued Share Capital.
The number of acceptances exceed the number of Emblaze Shares to which the
Offer relates and, having also been approved by a majority of those voting in
relation to the Offer, BGI has informed the Company that the Offer has
therefore become unconditional.
Under Israeli law, those Shareholders who have not tendered their Emblaze
Shares or Depository Interests have the right to tender their Emblaze Shares or
Depository Interests pursuant to the Offer (by using the Form of Acceptance or
by submitting the relevant TTE instructions, as the case may be and as set out
in the Circular) during an Additional Acceptance Period which expires at 1.00pm
on 28 January, 2014. If any non-tendering Shareholder or Depository Interest
Holder accepts the Offer during the Additional Acceptance Period, such
Shareholder or Depository Interest Holder will be deemed to have accepted the
Offer.
In the meantime, those Shareholders who have already accepted the Offer need do
nothing and their acceptances will be treated in accordance with the terms set
out in the Circular and the timetable set out below.
Latest time and date for receipt of 1.00pm on 28 January, 2014
Forms of
Acceptance, TTE Instructions from
Depository Interest Holders and Tax
Declaration Forms, in circumstances
where there is an Additional Acceptance
Period
Outcome of Tender Offer announced by 8.00am on 29 January, 2014
following Additional Acceptance Period
Cheques despatched for Emblaze Shares by 11 February, 2014
purchased pursuant to the Tender Offer
and payment through CREST for
Depository Interests purchased pursuant
to the Tender Offer
CREST accounts credited for revised by 11 February, 2014
holdings of Depository Interests; and
TFE instructions to be made in CREST by 11 February, 2014
for the return of Depository Interests
where a vote against the Offer has been
made
Despatch of balance share certificates by 11 February, 2014
for unsold Emblaze Shares
The Company will continue to notify shareholders of any updates with regard to
the Offer by issuing further announcements via PRN, a Regulatory Information
Service. All such announcements may also be viewed at the same time on the
Company's website at www.emblaze.com.
Enquiries:
Hagit Gal, Emblaze hagit.gal@emblaze.com
The Emblaze Group has been traded on the London Stock Exchange (LSE: BLZ) since
1996.
www.emblaze.com