Internet Gold Announces Results of the Debenture Holders’ Meeting relating to Offers to Purchase Internet Gold's Shares as ...
December 30 2019 - 5:00AM
Internet Gold - Golden Lines Ltd. (the
“
Company” or “
Internet Gold”)
(OTCMKTS: IGLDF).
Further to the Company's report dated November
27, 2019 regarding the receipt of several offers from potential
investors for the purchase of the Company's ordinary shares (the
"Shell Transaction"), the Company announced today
that Company's debenture holders in meetings held on December 24,
2019 and December 26, 2019 voted in favor of the offer
submitted by Mr. Yona Levi (the "Offer").
The Offer includes the purchase of 99.99% of the
Company's outstanding share capital on a fully diluted basis in
consideration of NIS 8.5 million (payable half at closing and half
12 months following closing). The consideration will be paid to the
creditors of the Company (and shall be provided to a trustee which
will be appointed by the court as part of the Company's creditors’
arrangement).
The Offer includes certain conditions to
closing, including the receipt of court approval, confirmation that
no resale restrictions will apply on the shares purchased pursuant
to Section 15c of the Israeli Securities Law, 1968, and that the
Company will not be defined as a “Shell Company” under the Tel Aviv
Stock Exchange (the “TASE”) rules, and will not be
traded on the TASE "Preservation List".
Following the decision of the Company’s
debenture holders, the Company is negotiating the definitive
agreement, which shall be included in the Company’s creditors’
arrangement and will be subject to the approval of the applicable
Israeli court.
There can be no assurance that the Offer will
result in any transaction being entered into or consummated or, if
a transaction is undertaken, as to its terms, structure or timing.
Additionally, there can be no assurance that the court will approve
such transaction.
As previously announced, the Company is not able
to fully pay its debts, and the Company intends to initiate a
creditors’ arrangement which will be submitted to the applicable
Israeli court. The Company anticipates that pursuant to such
arrangement, the existing shares of the Company will be nullified
and that at the same time the creditors of the Company and the
party or parties the Shell Transaction, if such transaction is
completed, will receive, among else, 100% of the outstanding shares
of the Company.
About Internet Gold
Internet Gold is a holding company whose
principal assets are NIS 310 million par value of Series C
debentures of B Communications Ltd. as well as 8,383,234 ordinary
shares of B Communications Ltd. representing a 7% stake in B
Communications Ltd. B Communications Ltd. is the owner of 26.34% of
outstanding shares of Bezeq The Israel Telecommunication
Corporation Limited, leading communications group in Israel. For
more information, please visit the following Internet sites:
www.igld.comwww.bcommunications.co.ilwww.ir.bezeq.co.il
Forward-Looking Statements
This press release contains forward-looking
statements that are subject to risks and uncertainties. Factors
that could cause actual results to differ materially from these
forward-looking statements include, but are not limited to, the
risk that the Offer will not result in any transaction being
entered into or that the court approval or other approvals required
for the Shell Transaction will not be obtained or that the Shell
Transaction will not close for any reason, general business
conditions in the industry, changes in the regulatory and legal
compliance environments, the failure to manage growth and other
risks detailed from time to time in the Company’s filings with the
Securities Exchange Commission. These documents contain and
identify other important factors that could cause actual results to
differ materially from those contained in our projections or
forward-looking statements. Stockholders and other readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made.
We undertake no obligation to update publicly or revise any
forward-looking statement.
For further information, please contact:
Doron Turgeman- CEOdoron@igld.com / Tel:
+972-3-924-0000
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