Capital Reorganisation
December 04 2003 - 8:23AM
UK Regulatory
RNS Number:8727S
Technoplast Industries Ld
04 December 2003
R. YOHAY & CO., LAW OFFICES
64332 TOP TOWER, 50, DIZENGOFF ST., TEL AVIV
72 39 525-03 TEL: e-mail: ryohay@ryylaw.com 83 39 525-03 FAX:
ROBERT YOHAY
GILL RIMON
EYNAT BRETSHNAIDER
Tel Aviv, 3 December 2003
The London Stock Exchange
Company Announcements Section
Fax: 44-207-5886057
Dear Sir,
RE: Technoplast Industries Ltd - Immediate report
Amending immediate report in accordance with the Securities
Regulations (Private Offer of Securities in a Listed Company),
5760-2000, regarding the private placement of 145,613,968 ordinary
shares without nominal value of the Company.
In light of the Israeli Securities Authority's instructions, Technoplast
Industries Ltd. (hereinafter: "the Company") has announced to the Tel Aviv Stock
Exchange and to the Israeli Securities Authority, further to the Company's
immediate of 30 November 2003 with respect to an exceptional private placement
to the Company's shares, that in order to comply with the provisions of the
Israeli Securities Law 5728-1968 and in order to comply with the directives of
the Tel-Aviv Stock Exchange regarding shares in public hands, the following
amendments of the above immediate report shall be made:
1. Paragraph 6 to the above immediate report shall be deleted and
replaced with the following:
"6.1 The Company is a company in difficulties.
In the accountants' review annexed to the Company's
financial statements as at 30th June 2003, an observation was
added to the effect that there is apprehension regarding the
Company's continued activity as a going concern.
The Company has commenced a recovery plan and the
private offer the subject of this immediate report is aimed at
the Company's recovery, both by transferring shares of Plastics,
which is a profitable company, and by raising monies from the
additional investors (if the option is exercised), as set forth
in paragraphs 3.3 and 4.3 above.
In light of the aforegoing in this paragraph, the
Company is entitled to be governed by the alleviating terms and
conditions prescribed in section 3(b) to chapter 10 of the Stock
Exchange Guidelines pursuant to Chapter Twelve of the Tel Aviv
Stock Exchange Ltd's Rules, i.e. that after the allotment of the
shares pursuant to this private offer, the public's holdings
will not be less than 10%, provided that arrangements are made,
to the satisfaction of the Tel-Aviv Stock Exchanges board of
directors, for the publics holdings to increase to 15% or more.
6.2 In order to comply with the terms, conditions and
guidelines of the Tel-Aviv Stock Exchange regarding the minimal
rate of shares in public hands, the following arrangement shall
be performed: (hereinafter referred to as "the First
Arrangement"):
The company shall request that the Tel-Aviv Stock
Exchanges board of directors approve an arrangement pursuant to
which:
6.2.1 Mr. Itamar Patishi has undertaken,
subject to the exercise of the option defined in
paragraph 3.3 above, to waive his right with respect to
some 214,000 of all the option warrants that had been
issued to him pursuant to the immediate report published
by the Company on 7 September 2001. Should the above
option be exercised, such 214,000 nontransferable option
warrants shall expire upon the issuance of the Tel-Aviv
Stock Exchanges' approval for listing of the offered
shares for trade. Such expiration shall ensure that the
rate of shares in public hands subsequent to the
issuance of the offered shares (including the shares to
be issued upon exercised of the option) will not drop
below 10% under any circumstances.
In the event that option defined in
paragraph 3.3 above is not exercised, the rate of shares
in public hands subsequent to the issuance of the
offered shares will not drop below 10% without there
being any need for any expiration or waiver.
6.2.2 The holdings of the two third
parties mentioned in paragraphs 14.4 and 14.5 below
shall be included as part of the shares held by the
public so that such public holdings shall not drop below
15% within a period of time to the satisfaction of the
Tel-Aviv Stock Exchange (hereinafter referred to as "The
Request"). The approval of the request shall ensure that
the rate of shares in public hands subsequent to the
issuance of the offered shares will not drop below 15%.
6.2.3 Should The Request be approved and
subject to Mr. Itamar Patishi's above undertaking, the
Company shall comply with the directives of the Tel-Aviv
Stock Exchange regarding the sufficient amount of shares
in public hands.
6.2.4 In addition to the above and in
order to comply with the requirements of the London
Stock Exchange regarding the sufficient amount of shares
in public hands, I.O. Patishi Investments Ltd. shall
deposit 659,000 of the Company's shares held by it with
the Trustee if, and only if, both of the following two
conditions are fulfilled:
a. The Tel-Aviv Stock Exchange
approves the First Arrangement.
b. The option defined in paragraph
3.3 above is not exercised.
In the event that the above two
conditions are fulfilled, the provisions of paragraph
6.3.3 below shall apply to the shares deposited pursuant
to this paragraph 6.2.4.
6.3 In the event that The Request is not approved, the
First Arrangement shall not be performed, and in its stead the
following arrangement shall be performed (hereinafter referred
to as "the Second Arrangement"):
6.3.1 Kidron and Mr. Michael Suzs have
undertaken that in the event that the Tel-Aviv Stock
Exchange does not approve the First Arrangement, they
shall not exercise nor assign to any other person the
option defined in paragraph 3.3 supra. Accordingly, the
said option shall expire upon the issuance of the
Tel-Aviv Stock Exchanges' approval for listing the
offered shares for trade. Such expiration shall ensure
that the rate of shares in public hands subsequent to
the issuance of the offered shares will not drop below
10% under any circumstances.
6.3.2 Mr. Itamar Patishi has undertaken
that in the event that the Tel-Aviv Stock Exchange does
not approve the First Arrangement he will waive his
right with respect to 1,054,163 nontransferable option
warrants that had been issued to him pursuant to the
immediate report published by the Company on 7 September
2001. Should the option be exercised, such 1,054,163
option warrants will expire upon the issuance of the
Tel-Aviv Stock Exchanges approval for listing the
offered shares for trade.
6.3.3 I.O. Patishi Investments Ltd shall
deposit 659,000 of the Company's shares held by it with
a trustee. Such trustee shall sell the deposited shares
and shall transfer the consideration received to I.O.
Patishi Investments Ltd. It is expressly stated that
excluding the consideration received as a result of the
sale of the deposited shares by the trustee, I.O.
Patishi Investments Ltd. shall not be entitled to any
other or additional consideration with respect to the
deposited shares. The Trustee shall be Robert Yohay,
Adv. (hereinafter and heretofore referred to as "the
Trustee").
The Trustee has received instructions to
sell the deposited shares at his sole discretion and to
sell the shares starting at the Closing date and
completing the sale no later than a date which is 6
months after the Closing date. During such period I.O.
Patishi Investments Ltd and the Trustee shall refrain
from voting in any of the Company's general meetings
with respect to the deposited shares.
The Trustee shall be entitled to sell the
deposited shares, during the said period of time, both
within the course of trading in the Tel-Aviv or London
Stock Exchange and outside of the said stock exchanges,
provided that one half of the deposited shares is sold
within three months of the Closing date. Notwithstanding
the above, the Trustee shall not be entitled to sell any
of the deposited shares to a person who is an interested
party or to a person that shall become an interested
party as a result of such sale.
6.3.4 The expiration of the Option as
specified in paragraph 6.3.1 above, the expiration of
the warrants as specified in par6.3.2 above and the
depositing with the Trustee of the shares as specified
in paragraph 6.3.3 above, shall ensure that the rate of
shares in public hands subsequent to the issuance of the
offered shares will not drop below 15%.
6.4 The Company's directors (excluding outside (public)
directors) have undertaken to resign from their offices as
directors. Such resignation shall be effective as of the Closing
date.
6.5 Kidron has certified to the Company that if by the
Closing date the Tel-Aviv Stock Exchange approves The Request,
as described above, the suspensory condition regarding the
approval of the Tel Aviv Stock Exchange to the listing of the
issued shares for trade in the Tel Aviv Stock Exchange
(paragraph 4.5.7 above) shall be deemed fulfilled to Kidron's
full satisfaction.
6.6 The provisions of paragraph 5 above shall be modified
according to the provisions of this paragraph 6 (when
applicable) and shall be subject to the provisions of this
paragraph 6."
2. The Lock Up Arrangements specified in paragraph 15 to the above
immediate report shall apply to the two third parties mentioned in
paragraphs 14.4 and 14.5 of the above immediate report.
3. Correction of a scribal error in paragraph 5 to the above
immediate report: The Company's issued and paid up share capital on the
date of publishing this immediate report amounts to 33,583,631 ordinary
shares without nominal value, and not 33,583,691 as originally stated.
Yours Sincerely,
Gill Rimon, Adv.
R. Yohay & Co., Law Offices
This information is provided by RNS
The company news service from the London Stock Exchange
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