TIDMAFS
RNS Number : 6792S
Amiad Water Systems Ltd
07 November 2019
7 November 2019
Amiad Water Systems Ltd.
("Amiad" or the "Company")
Notice of AGM, Director grant of Options, Related party
transactions and Directorate Change
Amiad (AIM: AFS), a leading global producer of water treatment
and filtration solutions, gives notice that the Annual General
Meeting ("AGM") of the Company is to be held at 11.00am GMT on
Thursday 12 December 2019 at the offices of Bryan Cave Leighton
Paisner LLP, Adelaide House, London Bridge, London, EC4R 9HA,
England.
Grant of Options
Among the resolutions to be voted on at the AGM is the proposed
grant of 10,000 options over ordinary shares in Amiad of NIS 0.5
each to Mr. Yariv Avisar, Non-executive Chairman of the Company.
The options will be exercisable at a price of GBP2.18 per share,
being the average price of the Company's shares on AIM in the 30
days preceding the date of Board approval of the option terms
(being 12 June 2019). The options will be subject to a three-year
vesting schedule from the date of grant (being 12 December 2019
assuming approval at the AGM) whereby one-third will vest each year
so that upon the third anniversary of the grant date, all options
will have vested. The total number of options over ordinary shares
to be granted represents 0.04% of the Company's current issued
share capital of 22,687,675 ordinary shares.
Related party agreements
In addition, the Company is proposing certain resolutions to be
voted on at the AGM for the amendment of certain related party
agreements (the "Related Party Agreements") between the Company and
certain of its shareholders and these amendments represent related
party transactions pursuant to the AIM Rules for Companies.
The Company is seeking approval of entry into an addendum of the
sublease agreement between the Company and Kibbutz Amiad (the
"Kibbutz Amiad Sub Lease"), pursuant to which the Company would
exercise its option under this agreement to extend it for an
additional 10 years until 31 July 2031. The Kibbutz Amiad Sub Lease
was originally approved by shareholders in the Company's 2011 AGM
and covers the lease for the Company's headquarters and metal
fabrication facility. The annual lease payment will remain
unchanged at NIS 191,000 per month, pursuant to the existing
independent external valuer triennial review of the lease rate. In
addition, the Kibbutz Amiad Sub Lease is being amended to ensure
that the Company will not be responsible to maintain, or be liable
for, any damages or claims in relation to the solar panels owned by
the Kibbutz Amiad, which are present on the Company's facility. In
order to protect the Company further, the external valuer will be
entitled to reflect any impact from the solar panels on the
Company's use of the facility, when determining the appropriate
lease rate.
The Company is also seeking approval for certain amendments to
the services agreement between the Company and Kibbutz Amiad, dated
June 1998 as amended (the "Kibbutz Amiad Services Agreement").
Pursuant to these amendments, the term of the Kibbutz Amiad
Services Agreement will be extended for an additional 10 years (to
run concurrently with the Kibbutz Amiad Sub Lease), with the
exception of the electricity rate, which shall be paid for based on
the actual consumption for a period of 3 years from the execution
date of the amendment. The amendment will also update the services
to be provided by Kibbutz Amiad pursuant to the Kibbutz Amiad
Services Agreement (such as security, water infrastructure,
parking, mail and gardening). The monthly consideration for such
services will be NIS 34,800 (subject to index linked adjustments),
instead of the current monthly consideration of NIS 69,600. In
addition, the Company will pay Kibbutz Amiad on entry into the
amendment a one-time payment in the amount of NIS 600,000 as
compensation for the monthly consideration foregone over the
remaining term of the original services agreement. Kibbutz Amiad
may, from time to time, provide the Company with additional
services in accordance with the Company's requirements and based on
a price index to be agreed between the parties.
As further described in the AGM Notice, the AGM resolutions in
respect of the Related Party Agreements are required to be passed
by the majority of the votes of shareholders who have no "Personal
Interest" in the approval of the resolution.
The terms of these Related Party Agreements were approved by the
Audit Committee and the Board. The Board (with the exception of Mr.
Oded Rosen who did not participate in discussions in relation to
the Related Party Agreements, being a representative director of
HaChoshlim, an affiliate of Kibbutz Amiad) considers, having
consulted with the Company's nominated adviser, Stifel Nicolaus
Europe Limited, that the terms of the Related Party Agreements are
fair and reasonable insofar as the Company's shareholders are
concerned.
Further information on the resolutions can be found in the
Notice of AGM circular that, along with a Form of Proxy, has been
made available to shareholders of the Company today as an
electronic communication and has been made available on Amiad's
website at: www.amiad.com.
Directorate Change
In addition, Dr. Gilead Fortuna, Non-executive Director of
Amiad, has chosen not to stand for re-election at the AGM. As a
result, Dr. Fortuna will stand down from the Board of Amiad at the
conclusion of the AGM.
Yariv Avisar, Chairman of Amiad, said: "We would like to thank
Dr. Fortuna for his contribution to Amiad and the Board during his
tenure as a director. His knowledge and experience have proved
invaluable as we have realigned our strategy, and he will leave the
Company in a stronger position. On behalf of the Board and all of
Amiad, we wish him all the best with his future endeavours."
The notifications set out below are provided in accordance with
the requirements of the EU Market Abuse Regulation and provide
further detail.
Enquiries
Amiad Water Systems Ltd.
Dori Ivzori, Chief Executive
Officer
Avishay Afriat, Chief Financial
Officer +972 4 690 9500
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Stifel Nicolaus Europe Ltd.
-----------------
Stewart Wallace, Ben Maddison +44 20 7710 7600
-----------------
Luther Pendragon
-----------------
Harry Chathli, Claire Norbury,
Rachel So +44 20 7618 9100
-----------------
About Amiad
Amiad Water Systems (AIM: AFS) is a leading global producer of
automatic, self-cleaning water treatment and filtration products
and systems. Through its engineering skills and ability to
innovate, Amiad provides cost-effective "green" solutions for the
irrigation and industrial purposes. In these markets, its unique
and high-quality products are being integrated into the core of
systems for filtration and water treatment, micro irrigation and
membrane protection, wastewater and potable water treatment,
cooling systems and sea water filtration.
Headquartered in Israel, Amiad provides these solutions through
ten subsidiaries and a comprehensive network of distributors to
customers in more than 80 countries.
For additional information or product details, please visit
www.amiad.com.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
(Disclosure in relation to share options granted to Directors
and PDMRs)
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name Yariv Avisar
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2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Director
--------------------------- ------------------------------------------------
b) Initial notification Initial notification
/Amendment
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3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Amiad Water Systems Ltd.
--------------------------- ------------------------------------------------
b) LEI 213800P6ORZZT3X4TY55
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4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been conducted
-----------------------------------------------------------------------------
a) Description of Ordinary Shares - NIS 0.5
the financial instrument, AFS - IL0010943905
type of instrument
Identification
code
--------------------------- ------------------------------------------------
b) Nature of the transaction Grant of share options
--------------------------- ------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
NIS 0.5 10,000
----------
--------------------------- ------------------------------------------------
d) Aggregated information N/A
--------------------------- ------------------------------------------------
e) Date of the transaction Grant date: 12 December 2019 (assuming approval
at the AGM)
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f) Place of the transaction Outside a trading venue
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This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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