TIDMMTT
RNS Number : 2904L
Metal-Tech Ltd
03 September 2012
3 September 2012
Metal-Tech Ltd.
("Metal-Tech" or "the Company")
Tender Offer for all issued and outstanding share capital of
Metal-Tech
Hillah Consultants Ltd. Inc. (Hillah Consultants) and Mr. Ariel
Rosenberg have informed the Board that Hillah Consultants has
commenced the Tender Offer, which was posted to Shareholders and
Depository Interest Holders simultaneously, on Friday 31 August
2012. The Tender Offer is currently scheduled to expire on 28
September 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 Metal-Tech Shareholders:
Cash Tender Offer for 4,148,045 Ordinary Shares, representing
approximately 10.8 percent of the Issued and Outstanding Share
Capital of Metal-Tech Ltd.
1 Introduction.
We respectfully offer to purchase from you all of your
Metal-Tech Shares at US$0.5064 (GBP0.321, according to the
representative exchange rate on August 28, 2012) per share. We
believe that this is a good opportunity to achieve liquidity for
all of your Metal-Tech Shares due to the fact that the tender offer
price is higher by approximately (i) 341% than GBP0.094, the
average of the closing prices of the Metal-Tech Shares on the AIM
over the 60 trading days ending on August 6, 2012, which was the
last business day before the Company's announcement of the SSA and
the Offeror's request to convene an extraordinary shareholders
meeting to approve the delisting of Metal-Tech from the AIM, and
(ii) 428% than GBP0.075, the average of the closing prices of the
Metal-Tech Shares on the AIM over the 12-month period between
August 1, 2011 and August 6, 2012.
We are writing to you to explain the background to and reasons
for the Offer and why we believe that you should accept the Offer.
This letter, together with the conditions and further terms set out
in Part 2 and in the Tender Form(for holders of Metal-Tech Shares
in certificated form) or DI Form (for holders of Metal-Tech Shares
as Depository Interests), as applicable, contain the formal Offer
for the Metal-Tech Shares.
2 Background to and reasons for the Offer.
Metal-Tech was incorporated in 1986 under the name Metaltek
Metal Technology Ltd. On May 13, 2005, Metal-Tech completed its
initial public offering and on the same day its shares were
admitted to trading on AIM.
The Company's continuing losses as a result of the
nationalization of its Uzbek joint venture, the international
financial collapse in 2008 and the dispute with its Mongolian
partners, forced the management of the Company to reduce the
Company's costs and to seek an investor to support its continuing
operations. As a result of the foregoing and other factors, the
Metal-Tech Shares reached a low trading price of 10 Pence in 2011
and 5 Pence in 2012. As part of the Company's cost reduction plan,
the board of directors of the Company considered that it might be
in the best interest of the Company and its shareholders to delist
the Metal-Tech Shares from the AIM. However, rather than simply
seeking the delisting of the Metal-Tech Shares from the AIM as a
means to reduce the Company's expenses, which would not provide the
Company's shareholders with any liquidity for their shares and may
have caused the shareholders to sell their shares at depressed
prices, we are offering to purchase the Metal-Tech Shares at a
price which we believe is fair and which is equal to approximately
three times the average of the closing prices of the Metal-Tech
Shares on the AIM over the 60 trading days ending on August 6, 2012
and approximately four times the average of the closing prices of
the Metal-Tech Shares on the AIM over the 12-month period between
August 1, 2011 and August 6, 2012. Furthermore, the Offeror
believes that the proposed price per share provides the public
shareholders with a fair and appropriate consideration, which is
also equal to the price per share to be paid for the Third Party
Shares which constitute the largest block other than the Metal-Tech
Shares held by the Offeror and Mr. Rosenberg, and also compared to
the consideration to be paid to the Offeror and Mr. Rosenberg under
the SSA (described below), taking into consideration (i) the fact
that the Offeror and Mr. Rosenberg are selling the control stake in
the Company and that such sale is not conditioned solely on the
success of the Tender Offer (as described below), (ii) the
indemnification undertakings of the Offeror and Mr. Rosenberg in
the SSA, with the indemnification amount being the full purchase
price thereunder, and the fact that an amount equal to nearly 30%
of the consideration under the SSA is being held back to ensure the
indemnification obligations of the Offeror and Mr. Rosenberg under
the SSA (as described below) and (iii) the additional costs
incurred by the Offeror and Mr. Rosenberg in connection with the
cancellation of all outstanding options to purchase Company shares
(as described below).
On August 6, 2012, the Offeror and Mr. Rosenberg entered into a
Share Sale Agreement (the "SSA") for the sale of 51% of
Metal-Tech's share capital on a fully diluted basis to Iscar Ltd.,
an Israeli company, in consideration for a price of US$10,200,000
(price per share equal to US$0.52 or GBP0.33, according to the
representative exchange rate on August 28, 2012), subject to the
terms and conditions set forth therein, including, among other
things, (i) the consummation of this Tender Offer in accordance
with Chapter 3 of the Israeli Companies Law 5759-1999 (the
"Companies Law"), or alternatively the delisting of Metal-Tech's
share capital from the AIM if the Tender Offer is not successfully
completed in accordance with the terms set forth herein, (ii) the
cancellation of all outstanding options to purchase securities of
the Company and (iii) obtaining the approval of the Israeli
Antitrust Authority (the "Acquisition"). The Offeror and Mr.
Rosenberg entered on August 15, 2012 into a voting agreement, which
provides for, among other things, their agreement to vote their
shares in the same manner and to cooperate with respect to the
Tender Offer.
The Offeror has asked the board of directors of Metal-Tech to
convene an extraordinary shareholders meeting in accordance with
the Companies Law, to approve the delisting of Metal-Tech from the
AIM, either in the event that the Tender Offer is successfully
completed in accordance with the terms set forth herein, or in the
event that the Tender Offer is not accepted, i.e. if (i) the
Metal-Tech Shares not tendered in the Tender Offer constitute more
than (a) 2 percent of the issued and outstanding share capital of
Metal-Tech, with less than half of the offerees who do not have a
personal interest in the offer accepting the offer, or (b) 5
percent of the issued and outstanding share capital of Metal-Tech,
or (ii) any of the other conditions described herein for the
completion of the Tender Offer has not been fulfilled in full or
waived by the Offeror.
The Offeror and its sole shareholder currently hold a sufficient
percentage of Metal-Tech's issued and outstanding share capital in
order to approve the delisting of the Metal-Tech Shares from the
AIM, and intend to vote all of their shares in favour of such
delisting at the Extraordinary Shareholders Meeting to be convened
for the purpose of approving such delisting.
Iscar Ltd. has agreed in the SSA to extend to Mr. Rosenberg,
upon completion of the Acquisition, a loan that shall be used,
among other things, to finance the Tender Offer and the purchase by
Mr. Rosenberg of the Third Party Shares (which constitute the
largest block other than the Metal-Tech Shares held by the Offeror
and Mr. Rosenberg)for an aggregate purchase price of US$1,723,461,
representing a price per share equal to the proposed tender offer
price.
The purposes of the Offer are:
(i) to increase the holding percentage of the Offeror and Mr.
Rosenberg in Metal-Tech to 100 percent (giving effect to the
purchase by Mr. Rosenberg of the Third Party Shares), thereby
turning Metal-Tech into a privately-held company and reducing the
costs relating to Metal-Tech's current status as a publicly held
company; and
(ii) to provide Metal-Tech public shareholders with liquidity in
respect of their Metal-Tech Shares by enabling them to sell all of
their Metal-Tech Shares to Hillah hereunder.
Under Israeli law, the Offeror, together with Mr. Rosenberg
(acting in concert), may increase their holding percentage in
Metal-Tech's issued and outstanding share capital in excess of 90
percent only pursuant to a full tender offer for all of
Metal-Tech's share capital. The Offeror and Mr. Rosenberg believe
that Metal-Tech's shareholders will benefit from tendering all of
their Metal-Tech Shares pursuant to this Offer, in light of the
high tender offer price offered herein.
We believe that the Offer, which values each Metal-Tech Share
that the Offeror offers to purchase at US$0.5064 (GBP0.321,
according to the representative rate on August 28, 2012) per share
is attractive because it is higher by approximately (i) 341% than
GBP0.094, the average of the closing prices of the Metal-Tech
Shares on the AIM over the 60 trading days ending on August 6,
2012, which was the last business day before the Company's
announcement of the SSA and the Offeror's request to convene an
extraordinary shareholders meeting to approve the delisting of
Metal-Tech from the AIM, and (ii) 428% than GBP0.075, the average
of the closing prices of the Metal-Tech Shares on the AIM over the
12-month period between August 1, 2011 and August 6, 2012.
Set forth below is a summary of certain additional terms of the
SSA which are deemed by the Offeror to be material, including with
respect to the offered price per share:
(i) At the closing under the SSA, the Offeror and Mr. Rosenberg
will receive only US$7,000,000 out of the aggregate purchase price
of US$10,200,000, while the balance in an amount of US$3,000,000
will be held by Iscar for a period of 18 months after closing to
ensure the indemnification of Iscar in accordance with the terms of
the SSA.
(ii) The Offeror and Mr. Rosenberg have agreed to indemnify Iscar for breaches of certain representations and warranties made by them in the SSA, with the indemnification amount relating to certain representations (namely, environmental matters and the Company's options) being the aggregate purchase price, i.e. US$10,200,000 and being unlimited in time.
(iii) A condition to closing is that all outstanding options to
purchase securities of the Company be cancelled. The Offeror and
Mr. Rosenberg intend to affect such cancellation by paying the
relevant option holders an aggregate expected amount of US$250,000,
in consideration for the option holders' agreement to cancel the
outstanding Company options granted to them.
(iv) Iscar will extend to Mr. Rosenberg, upon the closing under
the SSA, a loan that shall be used to finance (A) the purchase by
Mr. Rosenberg of the Third Party Shares for an aggregate purchase
price of US$ 1,723,461, representing a price per share equal to the
proposed tender offer price, and, (B) subject to acceptance of the
Tender Offer, the purchase of all of Metal-Tech's issued and
outstanding share capital not owned by the Offeror and Mr.
Rosenberg (excluding the Third Party Shares).
(v) The SSA includes certain put, call, first refusal, co-sale
and bring along rights of the parties, as well as an undertaking by
Iscar Ltd. that until the earlier of (i) the expiration of 36
months following the closing under the SSA and (ii) the extension
of loans by Iscar Ltd. to Metal-tech in the aggregate amount of not
less than US$25,000,000, Iscar Ltd. shall not, directly or
indirectly, make any equity investments in Metal-Tech, nor will it
provide Metal-Tech with any amounts as equity, except with the
prior written consent of the Offeror and Mr. Rosenberg.
3 The Offer.
A condition to the due tender of the Metal-Tech Shares is, and
each holder of Metal-Tech Shares that tenders such Metal-Tech
Shares and each Non-Tendering Shareholder is deemed to represent to
the Offeror that, the Metal-Tech Shares to be acquired pursuant to
the Offer will, upon the purchase thereof, be fully paid and free
from all liens, charges, encumbrances and other interests and
together with all rights attaching thereto, including (without
limitation) the right to receive and retain all dividends and other
distributions (if any) declared, made or paid hereafter.
To accept the Offer, a certificated shareholder must complete,
sign and return the Tender Form which accompanies this document and
the Tax Declaration (attached as Exhibit A thereto), together with
the valid share certificate(s) and/or other documents of title, as
soon as possible and in any event so as to be received by Capita
Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU by no later than 1:00 pm on September 28,
2012 (or such later time(s) and/or date(s) as the Offeror may
decide). Subject to the Offer becoming or being declared
unconditional in all respects, if you fail to duly complete and
submit the Tax Declaration, ESOP will withhold tax at source
according to the maximum rates prescribed in the Tax Ordinance.
To accept the Offer, a holder of Depository Interest must take
(or procure the taking of) the action set in paragraph 6(e) of Part
1 below to transfer all of the Depository Interests held by such
holder to the appropriate escrow balances, specifying Capita
Registrars (in its capacity as a CREST participant under the
participant ID referred to below) as the Escrow Agent, as soon as
possible and in any event so that the TTE instruction settles by no
later than 1:00 pm on September 28, 2012. Note that settlement
cannot take place on weekends or bank holidays (or other times at
which the CREST system is non-operational) and you should therefore
ensure you time the input of any TTE instructions accordingly. A
holder of Depository Interest should also complete and return the
DI Form and Tax Declaration (to be completed by the beneficial
owner of the Metal-Tech Shares) to Capita Registrars as the address
set forth above. Subject to the Offer becoming or being declared
unconditional in all respects, if you fail to duly complete and
submit the Tax Declaration, ESOP will withhold tax at source
according to the maximum rates prescribed in the Tax Ordinance.
If the holder of Depository Interest is a CREST sponsored
member, such holder should refer to its CREST sponsor before taking
any action. Only such holder's CREST sponsor will be able to send
the TTE instruction(s) to Euroclear in relation to such holder's
Depository Interests. After settlement of a TTE instruction, such
holder will not be able to access the Depository Interests
concerned in CREST for any transaction or charging purposes. If the
Offer is accepted in accordance with the terms hereof, Capita
Registrars will transfer the Depository Interests concerned to
itself in accordance with the procedures set out herein.
4 Overseas shareholders.
The availability of the Offer to persons not resident in the UK
or who are citizens, residents or nationals of jurisdictions
outside the UK may be prohibited or affected by the laws of the
relevant jurisdiction. Persons who are citizens, residents or
nationals of jurisdictions outside the UK should inform themselves
about and observe any applicable legal or regulatory requirements
in relation to the Offer.
The Offer is not being made directly or indirectly in, into or
from Canada, Australia or Japan, or any other jurisdiction if to do
so would constitute a violation of the relevant laws of such
jurisdiction
The attention of Metal-Tech Shareholders who are citizens,
residents or nationals of jurisdictions outside the UK or other
Metal-Tech Shareholders (including, without limitation, nominees,
trustees or custodians) who would, or otherwise intend to, forward
this document and its accompanying documents to any jurisdiction
outside the UK is drawn to paragraph 5 of Part B of Part 2, and
paragraphs (d) and (e) of Part C of Part 2 of this document.
5 Taxation.
EACH HOLDER OF METAL-TECH SHARES IS URGED TO CONSULT HIS, HER OR
ITS OWN TAX ADVISOR ASTO THE PARTICULAR TAX CONSEQUENCES TO SUCH
HOLDER OF THE OWNERSHIP AND TENDERING OF METAL-TECH SHARES,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY OTHER TAX LAWS OR TAX
TREATIES, AND OF PENDING OR PROPOSED CHANGES IN APPLICABLE TAX LAWS
AS OF THE DATE OF THIS DOCUMENT AND OF ANY ACTUAL CHANGES IN
APPLICABLE TAX LAWS AFTER SUCH DATE.
Israeli Income Tax Consequences.
The following is a summary of certain Israeli tax implications
of the tendering of the Metal-Tech Shares, which is based upon
laws, regulations, decrees, income tax conventions (treaties),
administrative practice and judicial decisions in effect at the
date of this document. Legislative, judicial or administrative
changes or interpretations may, however, be forthcoming that could
alter or modify the statements and conclusions set forth herein.
Any such changes or interpretations may be retrospective and may
have tax consequences for certain holders of Metal-Tech Shares.
This summary is for general guidance only and addresses only
certain limited aspects of the tax implications that may arise on
the tendering of the Metal-Tech Shares. It does not purport to be a
legal opinion, to constitute tax advice, or to address all tax
aspects that may be relevant to an Israeli holder of Metal-Tech
Shares.
Sale of Ordinary Shares
In general, under the Tax Ordinance, the disposal of shares of
an Israeli company is treated as a sale of capital assets. The Tax
Ordinance generally imposes a capital gains tax on the sale of
capital assets located in Israel, including shares of an Israeli
resident company, by both residents and non-residents of Israel,
unless a specific exemption is available or unless otherwise
provided in a treaty for the prevention of double taxation between
Israel and the seller's country of residence.
Under the Tax Ordinance, the tax rate applicable to capital
gains derived from the disposition of Metal-Tech Shares is
generally 25% for individuals, unless such shareholder claims a
deduction for interest and linkage differences expenses in
connection with the purchase or holding of such shares, in which
case the gain will generally be taxed at a rate of 30%.
Additionally, if such shareholder is considered a "Significant
Shareholder" at any time during the 12-month period preceding such
disposition, i.e., such shareholder holds directly or indirectly,
alone or together with another, at least 10% of any means of
control in the subject company, the tax rate will be 30% ("together
with another" is defined in the Tax Ordinance as together with a
relative and together with a non-relative, with which cooperation
exists in the regular course of business according to a material
agreement in respect of a corporate entity, directly or
indirectly). Under the Tax Ordinance, in general, companies are
subject to the corporate tax rate (currently 25%) on capital gains
derived from the disposition of shares. However, the foregoing tax
rates will not apply to (i) dealers in securities or (ii)
shareholders who acquired their shares prior to the initial public
offering of Metal-Tech.
Without derogating from any other tax exemption available to
foreign residents disposing of their Metal-Tech Shares, UK
residents disposing of their Metal-Tech Shares may be able to rely
on the UK-Israel Double Taxation Treaty (the "Treaty"), which
exempts UK residents (for purpose of the Treaty) from Israeli tax
on capital gains arising from such disposals where the capital
gains are "subject to tax" in the UK and are not attributable to
either an Israeli permanent establishment of the UK residents or an
Israeli fixed base available for the purpose of performing
professional services. However, where Metal-Tech Shares are held by
a UK company that qualifies under UK law for the substantial
shareholder exemption from corporation tax on chargeable gains or
any other relevant exemption from chargeable gains, it is unlikely
that the Israeli tax authority will accept that the benefits of the
Treaty apply as the capital gain would in fact not be "subject to
tax" in the UK. Therefore, the exemption contained within the
Israeli domestic regulations may be the only exemption available
from Israeli capital gains tax where a UK resident taxpayer is
exempt from UK tax (under UK domestic law) on the disposal of
Metal-Tech Shares. Accordingly, UK shareholders who are unable to
benefit from the Treaty may wish to utilise a exemption on capital
gains arising from the sale of shares in an Israeli company which
were purchased after their registration in a stock exchange outside
Israel. This additional exemption applies upon application to the
Israeli tax authority.
Israeli Withholding Tax
The Offeror shall be exempt from withholding tax at source,
subject to the transfer of the full consideration to ESOP.
ESOP will withhold tax at source in accordance with the Tax
Ordinance as described below:
1. Subject to paragraph 3 below, consideration paid to Israeli
financial institutions holding Metal-Tech Shares for shareholders
who (a) purchased their shares after or at the time of the listing
of Metal-Tech Shares on the AIM; (b) hold (directly or indirectly)
less than 5% of the total outstanding shares of Metal-Tech; and (c)
accepted the tender offer ("Public Shareholders") shall be exempt
from withholding of tax at source. Therefore, ESOP will transfer
the applicable consideration in full to the Israeli financial
institutions, together with a notice stating that the consideration
is gross consideration, from which tax was not withheld at source.
Identification will be performed by an executed Tax Declaration
attached as Exhibit A to the Tender Form (for holders of Metal-Tech
Shares in certificated form) or DI Form (for holders of Metal-Tech
Shares as Depository Interests), as applicable, delivered by the
Israeli financial institution, according to which the Israeli
financial institution holds the Metal-Tech Shares for Public
Shareholders.
2. Consideration paid to non-Israeli brokers/foreign banks
("Foreign Financial Institutions") for Israeli financial
institutions holding Metal-Tech Shares for Public Shareholders who
accepted the tender offer shall be exempt from withholding tax at
source. Therefore, ESOP will transfer the said consideration in
full to the Foreign Financial Institutions for Israeli financial
institutions, with a notice that the consideration is gross
consideration from which tax was not withheld at source.
Identification will be performed by an executed Tax Declaration
attached as Exhibit A to the Tender Form (for holders of Metal-Tech
Shares in certificated form) or DI Form (for holders of Metal-Tech
Shares as Depository Interests), as applicable, delivered by the
Israeli financial institution, according to which the Israeli
financial institution holds the Metal-Tech Shares for Public
Shareholders.
3. Consideration paid to the rest of Metal-Tech Shareholders
will be distributed according to the identity of the seller, and
the following provisions shall apply:
(i) The consideration paid to Public Shareholders who are
non-Israeli residents, holding their Metal-Tech Shares directly or
through financial institution, and who declared in the Tax
Declaration attached as Exhibit A to the Tender Form (for holders
of Metal-Tech Shares in certificated form) or DI Form (for holders
of Metal-Tech Shares as Depository Interests), as applicable, that
they (a) are not Israeli residents; and (b) are Public
Shareholders, shall be exempt from tax withholding at source.
Therefore, Capita Registrars will transfer said consideration in
full directly to the shareholders or to ESOP to transfer to the
relevant financial institution, together with a notice that this is
gross consideration and that no tax was withheld therefrom at
source.
(ii) From the consideration paid to Metal-Tech Shareholders who
are not mentioned in clause (i), ESOP shall withhold tax at source
according to the rates prescribed in the Tax Ordinance. Therefore,
Capita Registrars will transfer the part of the consideration minus
the amount of withholding of tax at source to the shareholders or
the relevant financial institution together with a notice stating
that the consideration is net consideration, after tax withholding
at source has been affected(unless ESOP is furnished, no later than
the date of delivery of the acceptance of the Offer by a Metal-Tech
Shareholder with a valid certificate of exemption from withholding
tax or of a reduced tax rate issued by the Israeli tax authority,
in form and substance acceptable to ESOP).
6 Procedures for acceptance of the Offer.
This paragraph should be read together with the enclosed Tender
Form (for holders of Metal-Tech Shares in certificated form) or DI
Form (for holders of Metal-Tech Shares as Depository Interests), as
applicable, which is part of the terms of the Offer.
If you have any questions as to how to complete the Tender Form
(for holders of Metal-Tech Shares in certificated form) or DI Form
(for holders of Metal-Tech Shares as Depository Interests), as
applicable, and/or the Tax Declaration, please telephone Mr. Ariel
Rosenberg at +972-54-4215454 or at aik@metal-tech.co.il.
(a) Completion of Tender Form (for holders of Metal-Tech Shares in certificated form)
If you hold Metal-Tech Shares in certificated form, to accept
the Offer, you must complete the Tax Declaration, as well as Box 2
to accept the Offer and Box 6 on the Tender Form, and, if
appropriate, Boxes 4, 5 and/or 6. In addition, to accept the Offer
you must sign Box 3 on the Tender Form, in accordance with the
instructions printed therein.
If you hold Metal-Tech Shares under different designations, you
should complete a separate Tender Form (for holders of Metal-Tech
Shares in certificated form)and Tax Declaration for each holding.
Additional Tender Forms (for holders of Metal-Tech Shares in
certificated form) are available from Capita Registrars, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
(b) Return of Tender Forms (for holders of Metal-Tech Shares in certificated form)
For holders of Metal-Tech Shares in certificated form, to accept
the Offer, the completed and signed Tax Declaration and Tender Form
should be returned, together with your share certificate(s) and/or
other document(s) of title, by post or (during normal business
hours) by hand to Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be
received no later than 1:00 pm on September 28, 2012 (or such later
time(s) and/or date(s) as the Offeror may decide).
No acknowledgement of receipt of documents will be given.
Notwithstanding the foregoing, if the Offer is accepted (as
described above), then all Metal-Tech Shares will be transferred to
the Offeror on the books and records of Metal-Tech, whether or not
share certificates are actually received by Capita Registrars, and
any share certificates not received by Capita Registrars will be
cancelled.
Subject to the Offer becoming or being declared unconditional in
all respects, if you fail to duly complete and submit the Tax
Declaration, ESOP will withhold tax at source according to the
maximum rates prescribed in the Tax Ordinance.
(c) Share certificates lost or not readily available.
If your share certificate(s) and/or other document(s) of title
is/are not readily available or is/are lost, the completed Tax
Declaration and Tender Form, together with any share certificate(s)
and/or other documents(s) of title that you may have available,
should be lodged with Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, byno later
than 1:00 pm on September 28, 2012 (or such later time(s) and/or
date(s) as the Offeror may decide), accompanied by a letter stating
that the balance will follow as soon as possible or that you have
lost one or more of your share certificates and/or other documents
of title. In the case of lost certificates and/or documents, you
should then write to Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, for a letter
of indemnity for lost share certificate(s) and/or other document(s)
of title which, when completed in accordance with the instructions
given, should be lodged as soon as possible with Capita Registrars
at the address set forth above in paragraph (b).
(d) Holders of Depository Interests.
For holders of Metal-Tech Shares as Depository Interests, to
accept the Offer you must take (or procure the taking of) the
action set out below to transfer all of your Depository Interests
to the appropriate escrow balances, specifying Capita Registrars
(in its capacity as a CREST participant under the participant ID
referred to below) as the Escrow Agent, as soon as possible and in
any event so that the TTE instruction settles by no later than 1:00
pm on September 28, 2012. At the same time, you should arrange to
submit the completed and executed DI Form and Tax Declaration to
Capita Registrars to the address set forth above. Note that
settlement cannot take place on weekends or bank holidays (or other
times at which the CREST system is non-operational) and you should
therefore ensure you time the input of any TTE instructions
accordingly.
If you hold your Metal-Tech Shares as Depository Interests, you
must complete the Tax Declaration, as well as Boxes 3 of the DI
Form, and, if appropriate, complete Box 4 and/or 5 on the DI Form.
You must also sign Box 2 on the DI Form, in accordance with the
instructions printed therein. If you fail to duly complete and
submit the Tax Declaration, ESOP will withhold tax at source
according to the maximum rates prescribed in the Tax Ordinance.
Holders of Depositary Interests should arrange to send a
separate TTE Instructions to Capita Registrars on behalf of each
beneficial owner wishing to participate in the Offer. A separate DI
Form should then be completed and returned with the relevant CREST
transaction ID marked on the form where indicated for each
beneficial owner. The Tax Declaration should also be completed by
the beneficial owner of the Metal-Tech Shares.
If you are a CREST sponsored member you should refer to your
CREST sponsor before taking any action. Only your CREST sponsor
will be able to send the TTE instruction(s) to Euroclear in
relation to your Depository Interests. After settlement of a TTE
instruction you will not be able to access the Depository Interests
concerned in CREST for any transaction or charging purposes. If the
Offer is accepted in accordance with the terms hereof, Capita
Registrars will transfer the Depository Interests concerned to
itself in accordance with the procedures set out herein.
You are recommended to refer to the CREST manual published by
Euroclear for further information on the CREST procedures outlined
below. You should note that Euroclear does not make available
special procedures for any particular corporate action. Normal
system timings and limitations will therefore apply in connection
with a TTE instruction and its settlement. You should therefore
ensure that all necessary action is taken by you (or your CREST
sponsor) to enable a TTE instruction relating to your Depository
Interests to settle prior to 1.00 p.m. (London time) on September
28, 2012. In this connection you are referred in particular to
those sections of the CREST manual concerning practical limitations
of the CREST system and timing.
(e) Validity of acceptances.
Without prejudice to any other provision of Part 2 of this
document and subject to the terms of the Offer, the Offeror
reserves the right to treat as valid in whole or in part any
acceptance of the Offer which is not entirely in order or which is
not accompanied by (i) the relevant share certificate(s) and/or
other document(s) of title, or (ii) in case you hold Depository
Interest, TTE Instructions to Euroclear in relation to such
Depository Interests. A TTE instruction to Euroclear must be
properly authenticated in accordance with Euroclear's
specifications for transfers to escrow and must contain the
following details:
1) the number of Depository Interests for which you wish to accept the Tender Offer;
2) your member account ID;
3) your participant ID;
4) the participant ID of Capita Registrars. This is RA10;
5) the member account ID of Capita Registrars. This is 27652MET;
6) the corporate action ISIN. This is IL0010926751;
7) the intended settlement date. This should be as soon as
possible and, in any event, not later than 1:00
pm on September 28, 2012;
8) input with standard delivery instruction of priority 80;
9) the corporate action number for the Offer. This is allocated
by Euroclear and can be found by viewing
the relevant corporate action details on screen in CREST;
and
10) contact name and telephone number inserted in the shared note field.
The consideration payable in respect of such acceptances will
not be dispatched until after the relevant share certificate(s)
and/or other document(s) of title or the TTE Instructions or
indemnities satisfactory to the Offeror (which would include the
letter of indemnity referred to in paragraph (c) above) have been
received.
7 Settlement.
Subject to the Offer becoming or being declared unconditional in
all respects (except as provided in paragraph 5 of Part B of Part 2
of this document, in the case of certain overseas Metal-Tech
Shareholders), settlement of the cash consideration will be
effected by the dispatch of cheques or payment through CREST
promptly after the Offer becomes or is declared unconditional in
all respects. For certificated shareholders, the cash consideration
to which an accepting Metal-Tech Shareholder is entitled will be
dispatched by first class post. All such cash payments will be made
in US Dollars by cheque drawn on a branch of a UK clearing bank
within 15 business days after the Offer becoming unconditional in
all respects.
If the Offer becomes or is being declared unconditional in all
respects, then each Shareholder of Metal-Tech who has not accepted
the Offer as set forth in paragraph 6 of this Part 1, shall be
required to complete and return to Capita Registrars, at the
address stated in this document, the Tax Declaration within 7 days
following the day on which the Offer becomes unconditional in all
respects, Offer became or was declared unconditional in all
respects, otherwise ESOP will withhold tax at source according to
the maximum rates prescribed in the Tax Ordinance.
If the Offer does not become unconditional in all respects, then
(i) share certificates and/or other documents of title will be
returned to the holders of Metal-Tech Shares in certificated form,
by post within 21 days of the Offer lapsing to the person or agent
whose name and address is set out in the appropriate box of the
Tender Form, or, if none is set out, to the sole or first-named
holder at his registered address (outside Canada, Australia or
Japan, or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction), and (ii)
where the Metal-Tech Shares are held as Depository Interest, any
Metal-Tech Shares submitted in the Tender Offer will be transferred
to the original available balance from which those Metal-Tech
Shares came by the Escrow Agent.
8 Further information on Metal-Tech.
Further information, including financial information, on
Metal-Tech can be found on Metal-Tech's website at
www.metal-tech.co.il.
Yours Faithfully,
Hillah Consultants Ltd. Inc.
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
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