VSC Visonic

 
TIDMVSC 
 
FOR IMMEDIATE RELEASE: on Monday 11 January 2010 
 
                 Visonic Limited ("Visonic" or the "Company") 
 
 
 
PROPOSED CANCELLATION OF LISTING OF THE SHARES ON THE OFFICIAL LIST AND THE 
TRADING OF THE SHARES ON THE MAIN MARKET OF LONDON STOCK EXCHANGE 
 
 
The Company today announces its intention to seek the cancellation of listing 
of its Shares on the Official List and the trading of its Shares on the main 
market of the London Stock Exchange as well as proposed amendments to the 
Company's Articles of Association. The Directors of the Company wish to 
announce that it has today posted a circular to Shareholders, incorporating a 
notice convening a General Meeting of the Company which shall be held at 12:00 
noon (UK time) on 4 February 2010. 
 
 
 
It is anticipated that the last day of trading in the Shares on the London 
Stock Exchange's main market for listed securities will be 4 March 2010, with 
cancellation of listing on the Official List taking effect at 8.00 a.m. (UK 
time) on 5 March 2010, being not less than 20 Business Days following the 
passing of the Delisting Resolution as required by the UK Listing Rules. 
 
 
 
Following the Delisting, if approved by Shareholders, Visonic will continue to 
be listed on the Tel-Aviv Stock Exchange and maintain its IL Principal Register 
as the principal register. Shareholders will be able to continue trading their 
Shares on the Tel-Aviv Stock Exchange subject, in the case of Shares registered 
on the UK Branch Register, to the transfer of their Shares to the IL Principal 
Register. 
 
 
 
The Circular, together with other documents, will shortly be available from the 
Company's website at www.visonic.com/news-media. 
 
 
 
Terms defined in this announcement shall have the same meaning as in the 
Circular to Shareholders dated today, unless otherwise stated. 
 
 
 
Visonic has also today announced a trading update. 
 
 
 
 
 
For further information please contact; 
 
 
 
Visonic Limited 
 
Yair Naaman, Chief Financial Officer   +972 (3) 645 6797 
 
Adi Enav (Investor Relations) 
 
 
 
Hudson Sandler 
 
Alastair 
Mackinnon-Musson                       +44 (0) 7796 4133 
 
Nathan Field 
 
 
 
Arbuthnot Securities 
 
Richard Johnson                     +44 (0) 207 012 2000 
 
Edward Gay 
 
 
The letter to Shareholders and to holders of depositary receipts is set out in 
full below: 
 
 
 
1.       INTRODUCTION 
 
 
 
The Company has today announced its intention to seek the cancellation of 
listing of its Shares on the Official List and the trading of its Shares on the 
main market of the London Stock Exchange, and has also today announced a 
trading update. 
 
 
 
Under the UK Listing Rules, the Delisting is conditional upon Shareholders' 
approval being obtained.  The Shares will continue to trade on the Tel-Aviv 
Stock Exchange after the Delisting takes effect.  Accordingly, the purpose of 
this Circular is to provide Shareholders with information on the proposed 
Delisting and the reasoning behind it and to seek the requisite approval of the 
Delisting at a General Meeting of the Company, notice of which is set out on 
page 7 of this Circular, and which shall be held at 12:00 noon on 4 February 
2010. 
 
 
 
2.       BACKGROUND TO AND REASONS FOR THE DELISTING 
 
 
 
As previously announced by the Company, since February 2009, the percentage of 
Shares of the Company in public hands has fallen below the 25 per cent. 
threshold required by LR 6.1.19R of the UK Listing Rules.  This resulted in the 
non-compliance by the Company with the UK Listing Rules (LR 9.2.15R). Since 
then, the Company has been trying to find a way to remedy such non-compliance, 
but with no success. 
 
 
 
Under the UK Listing Rules, the Financial Services Authority may cancel the 
listing of securities where it appears to the Financial Services Authority that 
the Company no longer satisfies its continuing obligations for listing 
(including the requirement set out in LR 6.1.19R).  Therefore, as the Company 
considers the Delisting unavoidable, your Board unanimously recommends that the 
Company seeks the Delisting and has resolved to convene the General Meeting, a 
notice of which is set out on page 7 of this  Circular. 
 
 
 
It is anticipated that the last day of trading in the Shares on the London 
Stock Exchange's main market for listed securities will be 4 March 2010, with 
cancellation of listing on the Official List taking effect at 8.00 a.m. on 5 
March 2010, being not less than 20 Business Days following the passing of the 
Delisting Resolution as required by the UK Listing Rules. 
 
 
 
The Company will continue to maintain its listing and to be traded on the 
Tel-Aviv Stock Exchange. 
 
 
 
3.       IMPLICATIONS OF THE DELISTING FOR SHAREHOLDERS AND RISK FACTORS 
 
 
 
Conditional upon the Delisting Resolution being approved by the Shareholders, 
the Company will give notice of its intention to cancel the listing of the 
Shares on the Official List and the trading of the Shares on the main market of 
the London Stock Exchange.  Following Delisting, the Company will no longer be 
subject to the UK Listing Rules as well as any other rules and regulations 
applying to companies with securities listed on the Official List and traded on 
the main market of the London Stock Exchange and Shareholders will no longer be 
entitled to the rights and protections under such rules and regulations. 
 
 
 
The Company will, however, continue to be listed on the Tel-Aviv Stock Exchange 
and maintain its IL Principal Register as the principal register and 
Shareholders will be able to continue trading their Shares on theTel-Aviv Stock 
Exchange subject, in the case of Shares registered on the UK Branch Register, 
to the transfer of their Shares to the IL Principal Register. There will be no 
facility to trade shares onthe London Stock Exchange following the Delisting 
and those Shareholders who may be affected should contact their stockbroker for 
further information as to how to trade on the Tel-Aviv Stock Exchange. 
Additionally, the Company is in discussions with an authorised Israeli broker 
for the purpose of providing brokerage account facilities for Shareholders, 
should they so wish; details of this facility will be made available in due 
course and will be available, once formalised, from the Company's website at 
www.visonic.com. The Company's prevailing share price (in New Israeli Shekels) 
may be accessed from the Tel-Aviv Stock Exchange website at www.tase.co.il. 
Shareholders should check with their tax advisers regarding any tax 
implications relating to their particular situation. Section 5 below sets out 
details on the removal of Shares which are currentlyregistered with 
Computershare.  Shareholders who do not have any Shares registered with 
Computershare are not required to take any action with respect to the removal 
of Shares and section 5 below is for your information only. 
 
Shareholders' voting rights and entitlement to dividends will not be affected 
by the Delisting. 
 
 
 
All Shareholders are entitled to vote on the Resolutions. If the Resolutions are 
approved by Shareholders at the General Meeting, the Company will make the 
required announcements to the London Stock Exchange and the Tel-Aviv Stock 
Exchange. 
 
 
 
4.       GENERAL MEETING 
 
 
 
In order to cancel the listing of the Shares on the Official List, the UK 
Listing Rules requires the Delisting Resolution to be approved by 75 per cent. 
of votes cast by Shareholders voting at the General Meeting, in person or by 
proxy. 
 
 
 
The Resolution to amend the Articles of Association relates to the amendment of 
certain specific UK related clauses which will become irrelevant if the 
Delisting Resolution is approved by the Shareholders at the General Meeting, 
since the Company's Shares will only be listed on the Tel-Aviv Stock Exchange. 
The Resolution to amend the Articles of Association, which is conditional upon 
approval of the Delisting Resolution, also requires the approval by 75 per 
cent. of votes cast by Shareholders voting at the General Meeting, in person or 
by proxy. 
 
 
 
The proposed amendments to the Articles of Association are set out below: 
 
Clause 1: "Definitions", the definition of "London Stock Exchange" and "United 
Kingdom" will be omitted 4 
 
Clause 28: "Sale Shares of Untraced Members", 
 
In sub-clause 28.1, the word: " London" will be omitted. 
 
In sub-clause 28.1.5, the words: "in English in a national newspaper widely 
available in the United Kingdom" will be omitted. 
 
Clause 30: "Right to Suspend Posting of Notices, Etc", the words: "or the 
United Kingdom" will be omitted. 
 
Clause 33: "Convening a General Meeting" 
 
In sub-clause 33.1, the words: "in the United Kingdom" will be omitted. 
 
In sub-clause 33.3, the following paragraph will be omitted: "provided that, 
for so long as a majority in number of the Shareholders are persons whose 
registered addresses are in the United Kingdom or for so long as the shares of 
the Company are solely listed on the stock exchange or investment exchange in 
the United Kingdom and not on a stock exchange or investment exchange outside 
the United Kingdom, any such General Meeting shall be held within the United 
Kingdom". 
 
Clause 34.3 (which relates to notice to shareholders), the words: 
"simultaneously (i) in English in one way widely available national newspaper 
in the United Kingdom and (ii)" will be omitted. 
 
Clause 41.12.8 (which relates to the dismissal of directors), the words: "the 
United Kingdom" will be omitted. 
 
 
 
The above-mentioned clauses in the Articles of Association, including the 
proposed amendments to the Articles of Association will be available for 
inspection at the offices of  Hudson Sandler, 29 Cloth Fair, London EC1A 7NN 
England, and at the registered offices of the Company, 24, Habarzel St., 
Tel-Aviv, Israel, and at the Company's web-site at: www.visonic.com/news-media, 
from the date of this document until the close of the General Meeting. A notice 
convening the General Meeting, at which the Delisting will be proposed, is set 
out on page 7 of this document. 
 
 
 
REMOVAL OF THE UK BRANCH REGISTER 
 
(in relation only to Shareholders on the UK Branch Register or holders of 
depository interests) 
 
 
 
It is the intention of the Company, upon the approval of the Delisting by 
Shareholders, to close the UK Branch Register and to terminate the depository 
interest facility created under the Deed Poll dated 25 March 2004.  Each 
Shareholderwho holds Shares that are registered with Computershare on the UK 
Branch Register will be entitled, upon transfer of their Shares to the IL 
Principal Register, to receive one share certificate representing such Shares, 
which shall be despatched by the Israeli Share Registrar to the relevant 
Shareholders by ordinary mail, at the risk of the Shareholder, to the address 
appearing on the records of Computershare. 
 
Holders of depository interests will be contacted following approval of the 
Delisting, by mail, by Computershare with details of the process arranged by 
the Company for removal and transfer of Shares to the IL Principal Register. 
 
 
 
The IL Principal Register will be wholly held in Israel and maintained by the 
Israeli Share Registrar, Hevra Lerishumim Shel Bank Leumi Le Israel in 
Tel-Aviv, in respect of all the Shares in the Company. Following closure of the 
UK Branch Register all Shareholders shall receive dividends, if declared, in 
Israeli Shekels. 
 
 
 
It is expected that the depository interest facility will terminate on or 
around 12 March 2010 and that the UK Branch Register will close on or around 26 
March 2010. 
 
 
 
Shareholders who have any queries as to the procedures governing the transfer 
of Shares to the IL Principal Register and the issue of new share certificates 
may contact the registrars or the Company using the contact details on the next 
page, for further information. 
 
 
 
Israeli Share Registrar 
 
Hevra Lerishumim Shel Bank Leumi Le Israel 
 
4, Lilinblum st. 
 
Tel-Aviv 
 
Israel 
 
Tel: (972) 3 5147989 
 
Fax: (972) 3 5147281 
 
 
 
Company Secretary 
 
Akiva Laxer, Advocate 
 
111, Arlozerov st. 
 
Tel: (972) 3 6963263 
 
Fax: (972) 3 6963933 
 
Email: office@laxerlaw.co.il 
 
 
 
UKBranch Share Registrar 
 
Computershare Investors Services PLC 
 
The Pavilions, Bridgwater Road, Bristol BS13 8AE, UK 
 
Tel: (44) 870 703 0300 
 
Fax: (44) 870 889 3120 
 
Email: John.gorski@computershare.co.uk 
 
 
 
 
 
6.       ACTION TO BE TAKEN 
 
 
 
If you are a Shareholder you will find enclosed with this Circular a Form of 
Proxy for use at the General Meeting.  Whether or not you intend to be present 
at the General Meeting, you are requested to complete, sign and return the Form 
of Proxy (in accordance with the instructions set out in that document) to 
Computershare as soon as possible and in any event so as to be received by them 
by no later than 12:00 noon on Tuesday, 2 February 2010 (UK time).  Completion 
and return of a Form of Proxy will not prevent you from attending the General 
Meeting and voting in person, if you so wish. 
 
If you are a holder of depository interests representing Shares you will find 
enclosed with this Circular a Form of Instruction in relation to the General 
Meeting. Please complete and return the Form of Instruction (in accordance with 
the instructions set out in that document) to Computershare as soon as possible 
and in any event so as to be received by them no later than 12:00 noon (UK 
time) on Monday, 1 February 2010. Completion and return of a Form of 
Instruction will not prevent you from attending the General Meeting and voting 
in person, if you so wish. Should the holder, or a representative of that 
holder wish to attend the meeting and or vote at the meeting, they must notify 
Computershare in writing or email to !ukallditeam2@computershare.co.uk. 
 
7.       BOARD RECOMMENDATION 
 
 
 
The Board considers that in light of the circumstances described abovethe 
proposed Delisting is in the best interest of the Company and its Shareholders 
as a whole. Accordingly, the Board unanimously recommend that the Shareholders 
vote in favour of the Resolutions to be proposed at the General Meeting as they 
intend to do so in respect of their own beneficial holdings of, in aggregate, 
29,846,629 Shares, representing 71.73 per cent. of the Company's issued 
ordinary share capital. 
 
 
 
Yours faithfully 
 
 
 
For and on behalf of 
 
VisonicLimited 
 
Yaacov Kotlicki, Chairman 
 
 
 
 
 
 
 
This announcement contains certain forward-looking statements within the 
meaning of Israeli applicable law relating to future events or our future 
performance, such as statements regarding trends, demand for our products and 
expected revenues, operating results and earnings. 
 
 
 
Such forward-looking statements usually contain language such as "believe", 
"estimate" and the like. 
 
 
 
Forward-looking statements involve known and unknown risks, uncertainties and 
other factors that may cause our actual results, levels of activity, 
performance or achievements to be materially different from any future results, 
levels of activity, performance or achievements expressed or implied in those 
forward-looking statements. 
 
 
 
These risks and other factors include but are not limited to: changes affecting 
currency exchange rate, including the New Israeli Shekel /US Dollar and the New 
Israeli Shekel/EURO exchange rate; payment default by any of our major clients; 
the loss of one of more of our key personnel; changes in laws and regulations, 
including those relating to the electronic security (alarms) industry and the 
home management industry and inability to meet and maintain regulatory 
qualifications and approvals for our products; termination of arrangements with 
our suppliers; loss of one or more of our principal clients; increasing levels 
of competition in markets in which we do business; changes in economic 
conditions in Israel, including in particular economic conditions in the 
Company's core markets; our inability to predict accurately consumption of our 
products; and risks associated with product liability claims. 
 
 
 
We cannot guarantee future results, levels of activity, performance or 
achievements. We do not assume any obligation to update the forward-looking 
information contained in this announcement. 
 
 
 
 
 
END 
 

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