TIDMENET
RNS Number : 9847M
Ethernity Networks Ltd
15 May 2020
15 May 2020
ETHERNITY NETWORKS LTD.
("Ethernity" or the "Company")
Notice of Extraordinary General Meeting
Further to the Company's announcement on 6 May 2020, Ethernity
(AIM: ENET), a leading supplier of functional acceleration ethernet
adapter cards on FPGA (field programmable gate array) for
virtualised networking appliances, gives notice of an Extraordinary
General Meeting of the Company, to be held at 9.00 a.m. (UK time) /
11.00 a.m. (Israel time) on 22 June 2020 at the Company's offices
in Israel.
The Company also updates that the response from the Innovation
Authority in Israel (previously the Office of the Chief Scientist)
to the Company's application for a grant is now expected prior to
the EGM.
The Notice of EGM, together with a Form of Proxy (for
Shareholders) or Form of Direction (for Depositary Interest
holders), is expected to be despatched to Shareholders and
Depositary Interest holders today, and will shortly be available to
view on the Investor Relations section of the Company's website,
www.ethernitynet.com .
Set out below is an extract from the Notice of EGM with details
on the resolutions to be voted on at the EGM and action to be
taken. In light of the COVID-19 outbreak and to protect the health
and wellbeing of all stakeholders, Shareholders and Depositary
Interest holders are strongly encouraged to vote by Form of Proxy
or by Form of Direction (as appropriate) rather than attending the
EGM in person. The Company will also be making available a facility
for attendance by telephone.
The Directors of the Company believe that all of the proposals
to be considered at the Meeting are in the best interests of the
Company and its Shareholders as a whole and, accordingly,
unanimously recommend that Shareholders vote in favour of all the
proposed resolutions as they intend to do in respect of their own
beneficial holdings amounting in aggregate, to 11,344,920 Ordinary
Shares representing approximately 34.7 per cent. of the Existing
Ordinary Shares.
For further enquiries please contact:
Ethernity Networks Ltd +972 8 915 0392
David Levi, Chief Executive Officer
Mark Reichenberg, Chief Financial Officer
Arden Partners plc (Nominated Adviser, Broker) +44 207 614 5900
Richard Johnson / Benjamin Cryer
The PR Office +44 207 284 6969
Marc Cohen/Tom Gilby
ethernity@theproffice.com
About Ethernity (www.ethernitynet.com)
Ethernity Networks Ltd. (AIM: ENET) provides innovative,
comprehensive networking and security solutions on programmable
hardware for accelerating telco/cloud networks performance.
Ethernity's FPGA logic offers complete Carrier Ethernet Switch
Router data plane processing and control software with a rich set
of networking features, robust security, and a wide range of
virtual function accelerations to optimize telecommunications
networks. Ethernity's complete solutions quickly adapt to
customers' changing needs, improving time-to-market and
facilitating the deployment of 5G, edge computing, and different
NFV appliances including 5G UPF, SD-WAN, vCMTS and vBNG with the
current focus on 5G emerging appliances.
APPIX - EXTRACT FROM NOTICE OF EGM
Chairman's Letter
The Company is convening the EGM to approve resolutions granting
the Directors authority to issue shares and allow the Company
greater flexibility and funding options. The proposals will also
provide the Directors with share issuance authorities in line with
other growth companies on the AIM market.
The EGM also includes individual resolutions for (i) the
re-election of certain Directors, who are nominated for re-election
at the conclusion of a three-year period since the Company's
admission to AIM, and (ii) certain amendments to the Company's
articles of association to reflect developments in market practice
and the law.
Given the UK and Israeli Governments' current guidance on social
distancing and prohibition on non-essential travel and public
gatherings, we have had to make a number of alterations to the
conduct of this EGM:
-- In light of the current situation it will not be possible for
all shareholders to attend the EGM in person.
-- We expect only a very limited number of directors to be in
attendance at the EGM to ensure a quorum and to conduct the
business of the meeting.
-- No other directors will attend in person and social
distancing measures will be in place in order to comply with
current requirements.
-- In order to ensure that any Shareholder wishing to attend the
EGM may safely do so, all such persons may only be allowed to do so
telephonically.
-- The EGM will be condensed and will include only the formal
business of the meeting and relevant questions that are posed in
writing in advance.
Actions to be taken in respect of the Meeting
WE STRONGLY ENCOURAGE SHAREHOLDERS TO VOTE ON ALL RESOLUTIONS BY
APPOINTING THE CHAIRMAN OF THE MEETING AS YOUR PROXY, TO REGISTER
ANY QUESTIONS IN ADVANCE AND NOT TO ATT THE MEETING IN PERSON.
Shareholders are encouraged to submit their voting instructions
as soon as possible, even if they might intend to attend the EGM in
person should the Coronavirus (COVID-19) situation and the Israeli
Government's guidance change so as to permit this. See below for
details with regard to voting instructions.
Shareholders can submit questions to the Board in advance of the
EGM by emailing such questions to the Company Secretary, Mark
Reichenberg at markr@ethernitynet.com by no later than 9.00 a.m.
(UK time)/ 11.00 a.m. (Israel time) on 17 June 2020. We will
consider all questions received and endeavour to provide responses
to them at the EGM to the extent appropriate and practicable.
Any Shareholder or proxy appointed by a Shareholder who wishes
to attend the EGM by telephone is requested to contact Mark
Reichenberg (details above) in order to obtain details of how to
join the teleconference. Such Shareholders or proxies are requested
to provide in that email details of their registered shareholding
or proxy appointment in order that their entitlement to attend may
be verified.
Any Depository Interest Holder who wishes to join the EGM by
telephone is requested first to contact the Depositary at Link
Market Services Trustees Limited, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU or by email by using
nominee.enquiries@linkgroup.co.uk in order to request a Letter of
Representation no later than 5.00 p.m. (UK time)/ 7.00 p.m. (Israel
time) on 12 June 2020. Any such Depository Interest Holder is then
requested to contact Mark Reichenberg as set out above once they
have received the Letter of Representation.
The health and well-being of our Shareholders and colleagues
remains our priority and the steps set out above are necessary and
appropriate ones given the current pandemic.
I would reiterate that the Board would encourage all
Shareholders and Depository Interest Holders in the strongest
possible terms to use their Form of Proxy or Form of Direction, as
relevant, and appoint the chairman of the EGM as their proxy. This
will allow their votes to count. The action to be taken in respect
of the Meeting depends on whether you hold your Ordinary Shares in
certificated form or as Depositary Interests.
Certificated Shareholders
Please check that you have received the following with this
document:
-- a Form of Proxy for use in respect of the Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only).
You are strongly encouraged to complete, sign and return the
Form of Proxy in accordance with the instructions printed on it as
soon as possible but, in any event, so as to be received by post,
at Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, BR3
4ZF, United Kingdom or, during normal business hours, by hand to
Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU, in
each case by no later than 9.00 a.m. (UK time)/ 11.00 a.m. (Israel
time) on 18 June 2020.
This will enable your vote to be counted at the Meeting in the
event of your absence. The completion and return of the Form of
Proxy will not prevent you from attending and voting at the
Meeting, or any adjournment of the Meeting, by telephone. However,
Shareholders are urged not to attend the Extraordinary General
Meeting in person.
Depositary Interest holders
Please check that you have received the following with this
document:
-- a Form of Direction for use in respect of the Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Direction (in the UK only).
You are strongly encouraged to complete, sign and return the
Form of Direction in accordance with the instructions printed on it
as soon as possible but, in any event, so as to be received by
post, at Link Asset Services, PXS1, 34 Beckenham Road, Beckenham
BR3 4ZF, United Kingdom or, during normal business hours by hand,
to Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU,
in each case by no later than 9.00 a.m. (UK time)/ 11.00 a.m.
(Israel time) on 17 June 2020.
This will enable your vote to be counted at the Meeting. The
completion and return of the Form of Direction will not prevent you
from attending the Meeting, or any adjournment of the Meeting, by
telephone (subject to obtaining a valid Letter of Representation),
however you will not be able to vote at the meeting. Depositary
Interest holders are urged not to attend the Extraordinary General
Meeting in person.
Recommendation
The Directors of the Company believe that all of the proposals
to be considered at the Meeting are in the best interests of the
Company and its shareholders as a whole and, accordingly,
unanimously recommend that you vote in favour of all the proposed
resolutions as they intend to do in respect of their own beneficial
holdings amounting in aggregate, to 11,344,920 Ordinary Shares
representing approximately 34.7 per cent. of the Existing Ordinary
Shares.
Yours faithfully,
Graham Woolfman
Chairman
EXPLANATORY NOTES TO THE PROPOSED ACTIONS AND RESOLUTIONS
Resolution 1 - Increasing the authorised share capital of the
Company
Under the Companies Law, the authorised share capital of the
Company may only be increased with the consent of the Shareholders.
This resolution increases the authorised share capital to NIS
100,000 consisting of 100,000,000 Ordinary Shares, each having a
nominal value of NIS 0.001, and amends the Company's articles of
association to reflect said increase in the authorised share
capital. The Directors believe that the power provided by this
resolution will maintain a desirable degree of flexibility.
Resolution 2 - Disapplication of pre-emption rights on equity
issues for cash
Article 9.2 of the Company's articles of association requires
that if the Company intends to issue Ordinary Shares or other
Equity Securities (as such terms are defined in the Company's
articles of association), subject to certain exceptions, it must
first offer them to existing Shareholders, which may prove to be
both costly and cumbersome. This resolution enables the Directors
to allot Ordinary Shares or other Equity Securities on a
non-pre-emptive basis, up to an aggregate nominal value of NIS
16,347.34, which is equal to approximately 50% of the nominal value
of the issued ordinary share capital of the Company as of 14 May
2020 or in connection with a rights issue or similar offer. The
Directors believe that the power provided by this resolution will
maintain a desirable degree of flexibility. Unless previously
revoked or varied, the disapplication will expire on the conclusion
of the next annual general meeting of the Company, provided that it
would apply to offers and agreements made prior to such time.
Resolutions 3 to 7 - Re-election of Directors
Resolutions 3 to 7 relate to the re-election of each of David
Levi, Shavit Baruch, Mark Reichenberg, Graham Woolfman and Neil
Rafferty as directors of the Company in accordance with Article
44.1 of the Company's articles of association and the Companies
Law.
Each of Messrs. Woolfman and Rafferty will continue to be
entitled to the terms of compensation provided to them for their
role as directors, including their entitlement to exculpation,
indemnification and insurance to fullest extent permitted by the
Companies Law and the Company's articles of association and
reimbursement for expenses arising from their directorship. Messrs.
Levi, Shavit and Reichenberg do not receive additional compensation
for their role as a director of the Company but will continue to be
entitled to exculpation, indemnification and insurance to fullest
extent permitted by the Companies Law and the Company's articles of
association and reimbursement for expenses arising from their
directorship.
Resolution 8 - Adoption of new articles of association and
summary of changes to the articles of association
Resolution 8 proposes that the Company adopts amended and
restated articles of association (the "New Articles"), principally
in order to bring them up to date to reflect the Companies Law as
currently in force.
A copy of the New Articles and a copy marked to show the changes
from the current articles of association are available for
inspection and can be viewed on www.ethernitynet.com/investors.
The substantive changes being proposed in the New Articles are
intended to reflect developments in market practice and the law. A
range of minor amendments have also been made to provide clarity
and ensure that the New Articles are in line with the provisions of
Companies Law and with the Company's practice. A summary of the
principal changes is set out below.
Voting at Shareholders Meetings: In line with market practice
for Israeli companies, the New Articles provide that shareholder
resolutions will be decided by a poll only (and not by a show of
hands), which means that every Shareholder present, in person or by
proxy, is entitled to vote on a resolution will have one vote for
every Ordinary Share they hold.
Shareholder Resolutions in Writing: In order to reflect the
current terms of the Companies Law and to reflect market practice
for AIM listed companies, the New Articles eliminate the
possibility for the passing of a unanimous written resolution by
all of the Company's shareholders.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an extraordinary general meeting of
Ethernity Networks Ltd. (the "Company") will be held at the offices
of the Company at 13A Hamelacha St., Lod Industrial Park, 7152025
at 11.00 a.m. (Israel time) / 9.00 a.m. (UK time) on 22 June 2020,
to consider and, if thought fit, pass the following
resolutions:
1. THAT, the Company's authorised share capital be increased
from NIS 50,000 consisting of 50,000,000 Ordinary Shares, each
having a nominal value of NIS 0.001, to NIS 100,000 consisting of
100,000,000 Ordinary Shares, each having a nominal value of NIS
0.001 and the Company's articles of association shall be amended to
reflect such increase.
2. THAT, the board of directors of the Company be authorised to
allot Ordinary Shares or other Equity Securities for cash and/or to
sell Ordinary Shares held by the Company as treasury shares for
cash as if Article 9.2 of Company's articles of association did not
apply to any such allotment or sale, such authority to be limited
to:
2.1 the allotment of Ordinary Shares or other Equity Securities
or sale of treasury shares in connection with a rights issue or
similar offer in favour of Shareholders where the Ordinary Shares,
other Equity Securities or treasury shares are proposed to ordinary
shareholders proportionately (as nearly as may be) to the
respective number of ordinary shares held by them subject only to
such exclusions or other arrangements as the board of directors of
the Company may consider appropriate to deal with fractional
entitlements or legal or practical difficulties under the laws of,
or the requirements of any recognised regulatory body in, any
territory; and
2.2 the allotment of Ordinary Shares or other Equity Securities
or sale of treasury shares (otherwise than under paragraph 2.1
above) up to an aggregate nominal value of NIS 16,347.34, such
authority and power to expire at the conclusion of the next annual
general meeting of the Company, save that the Company may, before
the expiry of such period, make an offer or agreement which would
or might require Ordinary Shares or other Equity Securities to be
allotted after such expiry and the board of directors of the
Company may allot Ordinary Shares or other Equity Securities in
pursuance of such offer or agreement as if the power conferred by
this resolution had not expired.
3. To re-elect David Levi as a director for a three year term
commencing from 22 June 2020 and ending on 22 June, 2023.
4. To re-elect Shavit Baruch as a director for a three year term
commencing from 22 June 2020 and ending on 22 June, 2023.
5. To re-elect Mark Reichenberg as a director for a three year
term commencing from 22 June 2020 and ending on 22 June, 2023.
6. To re-elect Graham Woolfman as a director for a three year
term commencing from 22 June 2020 and ending on 22 June, 2023.
7. To re-elect Neil Rafferty as a director for a three year term
commencing from 22 June 2020 and ending on 22 June, 2023.
8. THAT, the articles of association of the Company as described
in the notice convening the meeting at which this resolution was
proposed be adopted as the new articles of association of the
Company in substitution for, and to the exclusion of, the existing
articles of association of the Company.
The approval of each of Resolution 1 and Resolutions 3 to 8
require the affirmative vote of the majority of the Ordinary Shares
present in person or represented by proxy and voting at the
Extraordinary General Meeting on such Resolution.
The approval of Resolution 2 requires the affirmative vote of
three fourths of the Ordinary Shares present in person or
represented by proxy and voting at the Extraordinary General
Meeting on such Resolution.
Notes to the Notice of Extraordinary General Meeting
1. Enclosed with this document is either a Form of Proxy for use
by shareholders (the "Form of Proxy") of a Form of Direction for
use by Depositary Interest Holders (the "Form of Direction").
2. Only those Shareholders registered in the Company's register
of shareholders as of close of business (UK time) 15 June 2020 (the
"Original Cut-Off") are entitled to attend and/or vote at the
Meeting, and each only in respect of such number of Ordinary Shares
registered in his or its name at that time. If the Meeting is
adjourned to a time not more than 48 hours after the original
Meeting time (other than an adjournment due to a lack of a quorum),
the Original Cut-Off will continue to apply. Any changes to the
Company's register of shareholders made after the Original Cut-off
shall be disregarded for these purposes.
3. The quorum for the Meeting shall be two or more shareholders
present in person or by proxy and holding Ordinary Shares
conferring in the aggregate 25 per cent. or more of the voting
power of the Company. If within half an hour from the time
appointed for the Meeting a quorum is not present, the Meeting
shall be adjourned to the same day in the next week, at the same
time and place and the Original Cut-off shall apply. Two or more
shareholders who attend an adjourned meeting in person or by proxy
will constitute a quorum, regardless of the number Ordinary Shares
they hold or represent.
4. If you are a Shareholder of the Company, whether or not you
intend to be present at the Meeting, please complete and return the
Form of Proxy (in accordance with the instructions set out in that
document) to Link Asset Services, as soon as possible and in any
event so as to be received by no later than 9.00 a.m. (UK time)/
11.00 a.m. (Israel time) on 18 June 2020 or 48 hours before any
meeting following adjournment thereof (in accordance with the
Uncertified Securities Regulations 2001, and any other provisions
notwithstanding). Completion and return of a signed Form of Proxy
will not prevent you from attending the Meeting and voting thereat
in person, if you so wish.
5. If you are a holder of Depositary Interests, please complete
and return the Form of Direction (in accordance with the
instructions set out in that document) to Link Asset Services, PX1,
34 Beckenham Road, Beckenham BR3 42F, United Kingdom, as soon as
possible and in any event so as to be received by no later than
9.00 a.m. (UK time)/ 11.00 a.m. (Israel time) on 17 June 2020 or 72
hours before any meeting following adjournment thereof. Holders of
DI's must be registered in the Company's depositary interest
register at 9.00 a.m. (UK time)/ 11.00 a.m. (Israel time) on 17
June 2020 (or at 9.00 a.m. (UK time)/ 11.00 a.m. (Israel time)
three days before the date of any adjourned Meetings).
6. In the case of joint holders, the signature of only one of
the joint holders is required on the Form of Proxy, or Form of
Direction (as applicable), but the vote of the first named on the
register of shareholders or register of Depositary Interests (as
applicable) will be accepted to the exclusion of the other joint
holders.
7. The approval of each of Resolutions 1 and Resolutions 3 to 8
require the affirmative vote of the majority of the Ordinary Shares
present in person or represented by proxy and voting at the
Extraordinary General Meeting on such Resolution.
8. The approval of Resolution 2 requires the affirmative vote of
three fourths of the Ordinary Shares present in person or
represented by proxy and voting at the Extraordinary General
Meeting on such Resolution.
9. Any Shareholder or proxy appointed by a Shareholder who
wishes to attend the EGM by telephone is requested to contact the
Company Secretary, Mark Reichenberg (at markr@ethernitynet.com), in
order to obtain details of how to join the teleconference. Such
Shareholders or proxies are requested to provide in that email
details of their registered shareholding or proxy appointment in
order that their entitlement to attend may be verified.
10. Any Depository Interest Holder who wishes to join the EGM by
telephone is requested first to contact the Depositary at Link
Market Services Trustees Limited, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU or by email by using
nominee.enquiries@linkgroup.co.uk in order to request a Letter of
Representation no later than 5.00 p.m. (UK time)/ 7.00 p.m. (Israel
time) on 12 June 2020. Any such Depository Interest Holder is then
requested to contact the Company Secretary as set out in the
immediately preceding paragraph once they have received the Letter
of Representation. However, Depositary Interest holders will not be
able to vote at the Meeting.
11. CREST members and, where applicable, their CREST sponsors or
voting service providers, should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST Personal
Member, or sponsored member, or has appointed a voting service
provider, to procure that his CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
12. A corporation which is a shareholder may by resolution of
its directors or other governing body authorise a person to act as
its representative who may exercise, on its behalf, all its powers
as a shareholder, provided the corporation does not do so in
relation to the same shares.
13. Please note that the Company takes all reasonable
precautions to ensure no viruses are present in any electronic
communication it sends out, but the Company cannot accept
responsibility for loss or damage arising from the opening or use
of any email or attachments from the Company and recommends that
shareholders and Depositary Interest holders subject all messages
to virus checking procedures before use. Any electronic
communication received by the Company, including the lodgement of
an electronic proxy form, that is found to contain any virus will
not be accepted.
14. As at the close of business (UK time) on 14 May 2020 being
the date immediately prior to the date of this Notice, the
Company's issued share capital comprised of 32,694,686 Ordinary
Shares. Each Ordinary Share carries the right to one vote at a
general meeting of the Company and, therefore, the total number of
voting rights in the Company as at close of business (UK time) on
14 May 2020 is 32,694,686.
DEFINITIONS
The following words and expressions shall have the following
meanings in this announcement unless the context otherwise
requires:
"AIM" the AIM market operated by the London
Stock Exchange plc
"Board" or "Directors" the board of directors of the Company
"certificated" or "in the description of a share or security
certificated form" which is not in uncertified form (that
is, not in CREST)
"Company" or "Ethernity" Ethernity Networks Ltd., incorporated
and registered in Israel (with registration
number 51-347834-7) whose registered
office is at 13A Hamelacha St., Lod
Industrial Park, 7152025, Israel)
"Companies Law" the Israel Companies Law, 5759-1999
and the regulations promulgated thereunder
"CREST" the computerised settlement system to
facilitate transfer of title to or interests
in securities in uncertificated form
operated by Euroclear UK & Ireland Limited
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), including (i)
any enactment or subordinate legislation
which amends or supersedes those regulations
and (ii) any applicable rules made under
those regulations for the time being
in force
"Depositary" Depositary Link Market Services Trustees
Limited, incorporated in England (No
02729260) whose registered office is
at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU
"Depositary Interest" dematerialised interests representing
or "DI" underlying Ordinary Shares in the ration
of 1:1 that can be settled electronically
through and held in CREST, as issued
by the Depositary who holds the underlying
securities on trust
"Depositary Interest holder(s) of Depositary Interests
Holder(s)"
"EGM" or "Extraordinary the extraordinary general meeting of
General Meeting" or the Company being convened by this notice
"Meeting" or any adjournment of such meeting
"Existing Ordinary Shares" 32,694,686 Ordinary Shares currently
in issue at the date of this document
"Form of Proxy" the form of proxy for use by Shareholders
at the General Meeting which accompanies
this document
"Form of Direction" the form of direction for use by Depositary
Interest Holder(s) at the General Meeting
which accompanies this document
"Notice of Extraordinary the notice of the Extraordinary General
General Meeting" Meeting, which is set out at the end
of this document
"Ordinary Shares" ordinary shares of NIS 0.001 nominal
value each in the share capital of the
Company
"Resolutions" the resolutions to be proposed at the
Extraordinary General Meeting, as set
out in the Notice of Extraordinary General
Meeting
"Shareholder(s)" holder(s) of Ordinary Shares
"uncertificated" or a share or security recorded in the
"in uncertificated form" Company's register of members as being
held in uncertificated form, title to
which may be transferred by means of
CREST
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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGUSRARRUUVAUR
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