TIDMMTT
RNS Number : 2903L
Metal-Tech Ltd
03 September 2012
3 September 2012
Metal-Tech Ltd.
("Metal-Tech" or "the Company")
Notice of Extraordinary General Meeting
Metal-Tech, the producer and recycler of specialty metals such
as tungsten and molybdenum, gives notice that an Extraordinary
General Meeting ('EGM') of the Company will be held on 5 October
2012, at 10.00 a.m. (UK time), at the offices of Berwin Leighton
Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA,
England. At this meeting, a resolution will be proposed to approve
the making by the Company of the application to the London Stock
Exchange pursuant to Rule 41 of the AIM Rules for the cancellation
of trading on AIM of all of the Ordinary Shares.
The Notice of the EGM was posted to Shareholders on Friday 31
August 2012, and the text of the document sent to shareholders is
copied below. Copies of these documents are available to view on
the Company's website (http://www.metal-tech.co.il/).
Dear Shareholder/Depository Interest Holder
CANCELLATION OF ADMISSION OF THE COMPANY'S ORDINARY SHARES TO
TRADING ON AIM
Introduction
On 6(th) August 2012, the Board was approached by Mr. Ariel
Rosenberg and Hillah Consultants, a wholly owned company of Mr.
Rosenberg, the CEO and Chairman of the Board and majority holder of
Ordinary Shares in the Company, with a requisition that it convene
(in accordance with the provisions of the Israeli Companies Law) an
EGM at which a resolution for the cancellation of all the Ordinary
Shares of the Company from admission to trading on AIM will be
proposed and considered. In accordance with the Company's Articles
of Association and the Israeli Companies Law, the Board is now
convening the EGM for this purpose. This requisition was made in
connection with the Share Sale Agreement dated 6(th) August 2012
(the "Sale Agreement") and entered into between Mr. Rosenberg,
Hillah Consultants and Iscar Ltd., details of which were contained
in the announcement published by the Company on 7(th) August
2012.
The purpose of this document is to provide Shareholders and
Depository Interest Holders with information on the proposed
Cancellation and to explain the background and the reasons put
forward by Hillah Consultants and Mr. Rosenberg for the
Cancellation. Please note that the Board has not and will not make
any recommendation to the Shareholders and Depository Interest
Holders with respect to the proposed Cancellation; nor is the Board
required under Israeli law to make such a recommendation. The Board
is merely accommodating Hillah Consultants' and Mr. Rosenberg's
requisition to convene the EGM, in accordance with the Israeli
Companies Law and the Company's Articles of Association. In
convening this EGM, the Board has acted only by the non-executive
and statutory external directors and Mr. Rosenberg has not taken
part in the Board resolutions in relation to the same.
Hillah Consultants and Mr. Rosenberg have informed the Board
that Hillah Consultants will commence the Tender Offer, which is
posted to Shareholders and Depository Interest Holders
simultaneously, today. The Tender Offer is currently scheduled to
expire on 28 September 2012.
The Cancellation is conditional upon the approval of the holders
of not less than 75 per cent of the votes cast at the EGM by
Shareholders (whether present in person or by proxy).
Hillah Consultants and Mr. Rosenberg currently hold together, as
at the date of this document, approximately 80.32 per cent of the
Company's issued and outstanding share capital, and (ii) will hold
together, immediately following the completion of the Tender Offer
in accordance with its terms (if successful), the entire issued and
outstanding share capital of the Company, and have informed the
Board that it is their intention to vote any and all Ordinary
Shares held by them in favour of the Resolution.
At the end of this letter, you will find the Notice of EGM in
respect of the EGM which has been convened for 10.00a.m. (UK time)
on 5 October 2012. Please complete and return the enclosed Form of
Proxy or (if you are a Depository Interests Holder) a Form of
Direction, in each case in accordance with the instructions printed
on the relevant document enclosed herewith, whether or not you
intend to attend the EGM.
Whether or not the Tender Offer is successfully completed in
accordance with its terms, the EGM will be held in order for the
Resolution concerning the Delisting to be put to Shareholders.
Please note that in the event that the Tender Offer is successfully
completed in accordance with its terms (following which the Company
will become wholly owned by Hillah Consultants and Mr. Rosenberg,
as described below in more detail), any Form of Proxy and any Form
of Direction returned to the Company, which is signed by any
Shareholder or Depository Interest Holder, as the case may be,
other than Hillah Consultants and Mr. Rosenberg, shall be
disregarded by the Company.
Background to the Cancellation
In their request to the Board that an Extraordinary General
Meeting be convened to consider and approve the Cancellation,
Hillah Consultants and Mr. Rosenberg identified the following
reasons why they believe it is in the interest of Shareholders and
Depository Interest Holders to cancel the admission of the Ordinary
Shares to trading on AIM:
-- Hillah Consultants and Mr. Rosenberg believe that upon
consummation of the Sale Agreement, which the Cancellation is an
alternative condition precedent thereto, Iscar will bring value to
the Company.
-- The management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on
AIM is disproportionate to the benefits to the Company and its
shareholders. The Cancellation will allow management to increase
its focus on the Company's business with the regulatory, reporting
and filing requirements reduced;
-- The current economic climate has resulted in significant
falls in the values of global stock markets, from which the Company
has not been immune. The susceptibility of the Company's share
price to the wider general equity market conditions is not of
benefit to the marketing of the Company's operational business;
and
-- Finally and most importantly, in light of the limited trading
in the Ordinary Shares, and considering the continuous losses and
the restricted cash reserves of the Company, the tangible costs
associated with maintaining the AIM quotation are
disproportionately high when compared to the benefits of the same.
The Cancellation would allow improved flexibility in financing and
would reduce costs and conserve cash.
The Cancellation
In accordance with Rule 41 of the AIM Rules, the Company has
separately notified the London Stock Exchange of its intention to
cancel (subject to the passing of the Resolution at the EGM) the
admission of its Ordinary Shares to trading on AIM.
Consequently, the Company is convening the EGM for 5 October
2012 to seek the requisite Shareholder approval for the
Cancellation, whereupon it is expected that Cancellation will
become effective from 8.00 am (UK time) on 12 October 2012.
Transactions in the Company's Ordinary Shares and Depository
Interests following Cancellation
Following the Cancellation, the Ordinary Shares will not be
listed on any publicly quoted market. The Board has resolved,
subject to the approval of the Cancellation at the EGM, to cancel
the Depository Interest facility to Depository Interest Holders
shortly following Cancellation. Following this time, Ordinary
Shares will only be capable of being held and transferred in
certificated form. Notice of the termination of the Deed Poll, to
effect the cancellation of this facility issued by the Depository,
should the Cancellation be approved at the EGM, accompanies this
document.
Notwithstanding the Cancellation and, only if the Tender Offer
is not successfully completed in accordance with its terms, for as
long as the public holds Ordinary Shares of the Company, the
Company will continue to be treated as a public company under the
Israeli Companies Law. As such, various provisions applicable to
Israeli public companies under the Israeli Companies Law (such as
the need to appoint external (independent) directors, to have an
audit committee and an internal auditor and to obtain special
shareholder approval for transactions with related parties (such as
directors, office holders and controlling shareholders).
Interim Results
The Company announced its Interim Results for the half year
ended 30 June 2012 on 6 August 2012 (the "Announcement"). In the
Announcement, the Company provided the following update regarding
the Uzbekistan Action:
"Update on Uzbekistan Action
As announced in January 2010, Metal-Tech filed a Request for
Arbitration against the Republic of Uzbekistan, alleging that the
country's treatment of Metal-Tech's 50% investment in Uzmetal
Technology, a joint venture to produce high-quality molybdenum
products, is unlawful.
Metal-Tech is seeking damages because it claims that Uzbekistan
breached its obligations by denying Uzmetal Technology necessary
inputs of molybdenum concentrate in mid-2006, thereby forcing the
joint venture to become idle for lack of raw materials to process.
The damage to Metal-Tech was exacerbated when Uzbekistan and its
state-owned companies (which owned the other 50 percent of Uzmetal
Technology) later forced the joint venture into bankruptcy and
eventual liquidation.
The current position is that both parties have filed all their
respective submissions before the Tribunal, in accordance with the
procedural calendar. The hearings of the case took place in January
2012 and in May 2012. The parties have presented their respective
briefs in June 2012, and supplementary briefs on 2 August 2012.
Following this, further announcements will be made as and when new
information becomes available; but the Company expects to receive
the Tribunal's award on jurisdiction and on merits in approximately
6 months time."
With respect to the Uzbekistan Action, the Company informs that
it is seeking very substantial damages in its claim including
damages also for loss of future profits from Uzmetal Technology.
However there can be no certainty either that the Company's claim
will be successful or, if it is, what the actual amount of any
damages awarded will be.
The Company confirms that there have been no material
developments regarding the Uzbekistan Action since the date of the
Announcement.
In addition, the Company provided in the Announcement the
following update regarding the Mongolian Operations:
"Update on Mongolian Operations
There is no progress since the update provided in the Company's
2011 full year results statement. As stated on 28 June 2011, the
Company was informed that the court in Erdenet has in May 2011
declared Shim-Tech, the Company's Mongolian subsidiary, bankrupt
and ordered relevant authorities to freeze its accounts and seize
its assets. As a result, the Company is no longer in control of
Shim-Tech and therefore ceased to consolidate the financial
statements of Shim-Tech. Metal-Tech is taking all necessary actions
in Mongolia to attain a fair and just result for the Company,
including the submission of its claims as creditor of
Shim-Tech."
The Company confirms that there have been no material
developments regarding the Mongolian Operations since the date of
the Announcement.
Extraordinary General Meeting
At the end of this document, you will find a notice convening an
EGM of the Company to be held at 10.00a.m. (UK time) on 5 October
2012 at the offices of Berwin Leighton Paisner LLP, Adelaide House,
London Bridge, London EC4R 9HA, England. At this meeting, a
resolution will be proposed to approve the making by the Company of
the application to the London Stock Exchange pursuant to Rule 41 of
the AIM Rules for the cancellation of trading on AIM of all of the
Ordinary Shares.
To be effective, the resolution requires the approval of the
holders of not less than 75 per cent of the votes cast of the EGM
by Shareholders (whether present in person or by proxy).
Whether or not the Tender Offer is successfully completed in
accordance with its terms, the EGM will be held in order for the
Resolution concerning the Delisting to be put to Shareholders.
Assuming that the Resolution is passed at the EGM (or at any
adjournment thereof), Cancellation will take place five business
days later (in accordance with the AIM Rules) on 15 October 2012 at
8.00a.m. (UK time).
Action to be taken
As mentioned above, you will also find enclosed with this
document a Form of Proxy (unless you are a holder of Depository
Interests in the Company, in which case enclosed herewith is a Form
of Direction) for use at the EGM.
If you are a Shareholder, whether or not you intend to be
present at the meeting, you are requested to complete and return
the Form of Proxy (in accordance with the instructions set out in
that document) to Capita Registrars, PXS, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, England as soon as possible and in any
event so as to be received by Capita Registrars by no later than
10.00a.m. (UK time) on 4 October 2012 (being not later than 24
hours prior to the EGM). Completion and return of a Form of Proxy
will not prevent you from attending the meeting and voting in
person, if you so wish.
If you are a Depository Interest Holder, please complete and
return the Form of Direction (in accordance with the instructions
set out in that document enclosed herewith) to Capita Registrars,
PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England as soon as
possible and in any event so as to be received by Capita Registrars
by no later than 10.00a.m. (UK time) on 3 October 2012 (being not
later than 48 hours prior to the EGM). Please note that in the
event that the Tender Offer is successfully completed in accordance
with its terms (following which the Company will become wholly
owned by Hillah Consultants and Mr. Rosenberg, as described below
in more detail), any Form of Proxy and any Form of Direction
returned to the Company, which is signed by any Shareholder or
Depository Interest Holder, as the case may be, other than Hillah
Consultants and Mr. Rosenberg, shall be disregarded by the
Company.
If the Tender Offer is not successfully completed in accordance
with its terms and you wish to attend and vote at the EGM in
person, please contact the Depository at Capita IRG Trustees
Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
(custodymgt@capitaregistrars.com) to enable the appropriate
authority to be issued to you.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of
the Shareholders of the Company (the "EGM") will be held on 5
October 2012, at 10.00a.m. (UK time), at the offices of Berwin
Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R
9HA, England, the agenda of which shall consist of the following
matter:
1. To approve the making by the Company of the application to
London Stock Exchange plc pursuant to Rule 41 of the AIM Rules for
Companies for the cancellation of trading on AIM of all of the
Ordinary Shares in the capital of the Company.
Notes:
1. A Shareholder who is entitled to attend and vote at the
meeting may appoint one or more proxies to attend and vote
on his or her behalf, provided that only one proxy may be
appointed by a Shareholder in respect of a particular share
held by him/her/it. A proxy need not be a Shareholder of
the Company.
2. To be effective, a completed and signed proxy (and any
power of attorney or other authority under which it is signed)
must be delivered to the Company's transfer agent, Capita
Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3
4TU, England by no later than 10.00a.m. on 4 October 2012
(being no later than 24 hours prior to the time fixed for
the meeting). Completion and return of a proxy will not
preclude a shareholder from attending and voting or withholding
his/her/its vote at the meeting in person.
3. The Company specifies that only those Shareholders entered
on the Company's register of Shareholders by no later than
6.00p.m. (UK time) on 28 September 2012 shall be entitled
to receive notice of and to attend and/or vote or withhold
his/her/its vote at the meeting or, if the meeting is adjourned,
such other date being not less than 96 hours prior to such
adjourned meeting as the board of directors of the Company
may determine in accordance with the Company's Articles
of Association.
4. In the case of joint holders of shares in the Company,
the vote of the senior holder shall be accepted to the exclusion
of the votes of the other joint holder(s). For this purpose,
seniority will be determined by the order in which the names
appear in the Company's register of members (or the Company's
Registrars' records) in respect of the joint holding.
5. In the case of Depository Interest Holders representing
Ordinary Shares in the Company, a Form of Direction must
be completed in order to instruct Capita IRG Trustees Limited,
the Company's Depository, to vote or withhold its vote on
the holder's behalf at the meeting or, if the meeting is
adjourned, at the adjourned meeting. To be effective, a
completed and signed Form of Direction (and any power of
attorney or other authority under which it is signed) must
be delivered to the Company's transfer agent, Capita Registrars,
PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England
by no later than 10.00a.m. on 3 October 2012 (being not
later than 48 hours prior to the time fixed for the meeting).
Enquiries:
Metal-Tech Ltd.
Peter Syme +44 20 7618 9100
Oren Kind +972 542491013
Panmure Gordon +44 20 7886 2500
Fred Walsh
Hannah Woodley, Charles Leigh-Pemberton
Luther Pendragon +44 20 7618 9100
Harry Chathli, Alexis Gore
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOEGMGGLLZRGZZG
Metal-tech (LSE:MTT)
Historical Stock Chart
From May 2024 to Jun 2024
Metal-tech (LSE:MTT)
Historical Stock Chart
From Jun 2023 to Jun 2024
