TIDMMWE
RNS Number : 2625N
MTI Wireless Edge Limited
08 May 2018
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR)
8 May 2018
MTI Wireless Edge Ltd
("MTI" or the "Company")
Satisfaction of some of the conditions precedent for the Merger
with Majority Shareholder
Further to the Company's announcement on 2 May 2018, MTI
Wireless Edge Ltd (AIM: MWE), a market leader in the manufacture of
flat panel antennas for fixed wireless broadband and a wireless
irrigation solutions provider, announces the satisfaction of some
of the conditions precedent for the proposed merger between the
Company and MTI Computers & Software Services (1982) Ltd (the
"Merger" and "MTIC" respectively).
The following conditions precedent have been satisfied:
(1) The approvals for the Merger from the financial creditors of
MTI and MTIC, so that the Merger will not constitute a breach of
MTI's and MTIC's undertakings to such financial creditors, have
been obtained.
(2) MTI and MTIC have received a pre-ruling from the Israel
Securities Authority (the "ISA"), pursuant to which the ISA has
agreed that it will not make a determination as to whether the
Company will be required to publish a prospectus in Israel for the
purpose of carrying out the Merger and consequently, the ISA has
also agreed that it will not make a determination as to whether the
Company will become subject to the Ongoing Reporting Obligations
under the Israeli Securities Law, 5728-1968 following the Merger
(the "ISA's Position" and the "Securities Law" respectively).
As a result of the ISA's Position, which will be presented to
the court as part of the scheme of arrangement, following the
Merger the Company's shares will continue to be traded on the AIM
market of the London Stock Exchange ("AIM") only and will not
become subject to the Ongoing Reporting Obligations under the
Securities Law. The Company will not be required to publish a
prospectus in Israel in connection with the Merger and following
the Merger the Company will not become a reporting corporation, as
defined in the Securities Law.
Additional details regarding the Merger and its implications on
MTI and MTIC and their respective shareholders will be provided in
due course in the Company's future announcements and in the
circular to be sent to shareholders in connection with approval of
the Merger.
Details regarding the basis of the ISA's position.
The ISA's Position was given on the basis of the factual
background reflecting the terms of the merger agreement and an
outline of the disclosure that MTI and MTIC intend to make to the
court and to their shareholders as part of the scheme of
arrangement, including:
-- disclosure regarding MTI's operations following the Merger
and regarding the Merger and its implications, according to the
requirements of the scheme of arrangement, and information
concerning MTI's operations following the Merger by reference to
MTIC's announcements;
-- disclosure of the terms of the Merger as required under the AIM Rules for companies;
-- disclosure regarding the shares offered by MTI to the
shareholders of MTIC, including the structure of holdings in MTI
after the Merger, in accordance with the disclosure format for
securities offered under the Israeli Securities Regulations
(Details of Prospectus and Draft Prospectus - Structure and Form),
5729-1969;
-- the valuation that served as the basis for determining the
conversion ratio between the shares in MTIC held by its
shareholders and the shares in MTI to be received by the MTIC's
shareholders as part of the Merger;
-- a comparison of the securities laws and regulations and the
corporate governance rules applicable to the Company and those
applicable to MTIC;
-- a pre-ruling from the Israeli tax authorities regarding the
implications of the Merger and a comparison of the tax liabilities
of MTI's shareholders to those of MTIC's shareholders;
-- disclosure concerning the effect of the Merger on the
consolidated financial statements of the merged activity within the
framework of the Company, compared to the consolidated financial
statements of such combined activity in MTIC;
-- existing and expected restrictions, if any, that will apply
to the Company as a result of the Merger; and
-- disclosure regarding the approvals and conditions required in connection with the Merger.
For further information please contact:
MTI Wireless Edge Ltd http://www.mtiwe.com/
Dov Feiner, CEO +972 3 900 8900
Moni Borovitz, Financial Director
Nomad and Joint Broker
Allenby Capital Limited
Nick Naylor
Alex Brearley +44 20 3328 5656
Joint Broker
Peterhouse Corporate Finance Limited
Lucy Williams
Eran Zucker +44 20 7469 0930
About MTI Wireless Edge
MTI is engaged in the development, production and marketing of
high quality, low cost, flat panel antennas for commercial and for
military applications. Commercial applications include: WiMAX;
wireless networking; RFID readers; and broadband wireless access.
With over 40 years' experience MTI supplies 100KHz to 90GHz
antennas (including directional antennas and omni directional) for
outdoor and indoor deployments, including smart antennas for WiMAX,
Wi-Fi, public safety, RFID and base stations and terminals for the
utility market. Military applications includes a wide range of
broadband, tactical and specialized communications antennas,
antenna systems and DF arrays installed on numerous airborne,
ground and naval, including submarine, platforms worldwide.
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI
is also a leading provider of remote control solutions for water
and irrigation applications based on Motorola IRRInet state of the
art control, monitoring and communication technologies. Mottech,
headquartered in Israel, is the global prime distributor of
Motorola for the IRRInet remote control solutions serving its
customers worldwide through its subsidiaries and a global network
of local distributers and representatives. It utilizes over 25
years of experience in providing its customers with remote control
and management systems which ensure constant, reliable and accurate
water usage, while reducing operational costs and maintenance
costly expenses. Mottech activities are focused in the market
segments of agriculture, water distribution, municipal and
commercial landscape and wastewater and storm water reuse.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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