For filings with the FCA include the annex
For filings with issuer exclude the annex
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are Emblaze Ltd.
attached:ii
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result
in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to
qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify): Acquisition/disposition of voting rights x
BGI Investments (1961)
3. Full name of person(s) subject to the Ltd.; and
notification obligation:iii
B.G. Alpha Ltd.
Israel 18 B.V.
BGI Investments (1961)
4. Full name of shareholder(s) Ltd.;
(if different from 3.):iv
B.G. Alpha Ltd.; and
5. Date of the transaction and date on
which the threshold is crossed or 20 March, 2014
reached: v
6. Date on which issuer notified: 20 March, 2014
7. Threshold(s) that is/are crossed or 30%
reached: vi, vii
8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of Situation previous Resulting situation after the triggering
shares to the triggering transaction
transaction
if possible Number Number Number Number of voting % of voting
using of of of shares rights rights x
the ISIN CODE Shares Voting
Rights Direct Direct xi Indirect Direct Indirect
xii
IL0010830219 12,117,043 27,515,679 12,117,043 12,117,043 26,032,393 11.01% 23.67%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date xiii Conversion Period xiv rights that may be rights
acquired if the
instrument is
exercised/ converted.
C: Financial Instruments with similar economic effect to Qualifying Financial
Instruments xv, xvi
Resulting situation after the triggering transaction
Type of Exercise Expiration Exercise/ Number of voting rights % of voting
financial price date xvii Conversion instrument refers to rights xix, xx
instrument period xviii
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
38,149,436 34.68%
9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
Israel 18 B.V. (formerly known as Chabad 770 B.V.) ("Israel 18") directly holds
5,092,233 ordinary shares of Emblaze Ltd. (the "Company") which represents
4.63% of the total number of the Company's voting rights.
In addition, Israel 18 holds, subject to the BGI Proxy (as defined below), a
proxy to vote all the shares held by Fortissimo Capital Management Ltd. ("
Fortissimo"), being 5,541,524 ordinary shares of Emblaze Ltd. until August 14,
2015.
BGI Investments (1961) Ltd. ("BGI"), a directly owned subsidiary of Israel 18,
holds 12,117,043 ordinary shares of Emblaze Ltd., which represents 11.01% of
the total number of the Company's voting rights. In addition, BGI holds, though
B.G. Alpha Ltd. ("BGA"), an indirectly wholly owned subsidiary of BGI, a
further 15,398,636 ordinary shares of the Company, which represents 14.00% of
the total number of the Company's voting rights.
On 20 March, 2014, Israel 18 and BGI signed an agreement, inter alia, affording
BGI the right to vote all shares in Emblaze Ltd., held directly or indirectly
by Israel 18 (the "BGI Proxy") until the earlier of: (i) termination by mutual
consent of Israel 18 and BGI; (ii) when either Israel 18 or BGI ceases to be an
equity holder of Emblaze Ltd.; or (iii) when Israel 18 ceases to be the
controlling shareholder of BGI.
In aggregate, Israel 18, BGI and BGA hold 32,607,912 ordinary shares of the
Company, which, when added to the proxy voting rights held by BGI in respect of
Fortissimo's shares, represents 34.68% of the total number of the Company's
voting rights.
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease
to hold:
12. Date on which proxy holder will cease to hold
voting rights:
Information with respect to voting rights and thresholds is based on the
13. Additional number of ordinary shares in issue (excluding shares held in Treasury)
information: being 109,990,252 ordinary shares.
14. Contact Eyal Merdler
name:
15. Contact
telephone +972-3-740-1770
number: