TIDMSEFA
RNS Number : 0738I
Shefa Gems Ltd
09 August 2021
B "H
9 August 2021
Shefa Gems Ltd.
("Shefa Gems" or the "Company")
Result of SGM and Director Confirmation
Further to the announcement on 1 June 2021 and the Circular sent
to shareholders on that date (the "Circular"), Shefa Gems (LSE:
SEFA), is pleased to announce that at the Special General Meeting
of the Company, held earlier today, the resolution to approve the
Combined Transaction was duly passed.
The company has appointed attorney Natan Drukman as a trustee to
hold the shares of the subsidiary (the owner of the mining
business) - and will be progressing with the disposal of the mining
business by way of a dividend in specie to existing shareholders,
and this is expected to complete subject to the schedule to be
determined by the court in Israel (an application for approval of
the dividend in specie process will be submitted by the company's
lawyers after the submission of the financial statements for the 1H
of 2021). The trustee will update on the schedule and progress of
the process and any matter concerning the disposal of the mining
business - through the RNS reporting system.
Acquisition strategy
As outlined in the Circular, following the disposal of the
mining business, the Company will become a cash shell seeking
acquisition opportunities in the web technology and software space.
Should an acquisition be completed it would constitute a reverse
takeover under the Listing Rules and the Company would apply for
the readmission of its shares to the Official List and the Main
Market of the London Stock Exchange. The Company has currently not
identified a suitable acquisition target but will particularly
focus on the key areas of high growth delivering digital services
to consumers in areas such as leisure, financials, e-commerce,
gaming, as well as disruptive technologies such as blockchain and
crypto currencies. In addition, the Company will also look at
potential targets in the software space. The Directors and New
Directors believe that the areas of B2B software, Customer
Relationship Management software and corporate risk management
software present a good opportunity for the Company to create
shareholder value.
Should the Company identify a suitable target, it will, in
accordance with the Listing Rules, publish a prospectus containing
all information required for the approval of a reverse takeover. At
present, there can be no assurance that the Company will be able to
identify a suitable acquisition target or that it will be able to
complete any contemplated transaction and, as a consequence, the
Company's admission to the Standard Listing segment of the Official
List and trading on the London Stock Exchange's Main Market for
listed securities may be cancelled.
Change of Name
The Company intends to change its name to "Alef Bet Advanced
Technologies (2021 )", or a similar name, as approved by the
Israeli Registrar of Companies . The purpose of the name change is
to more closely reflect the Company's strategy to develop its
business across the web technology and software space.
Following the change of name the Company will make application
to the London Stock Exchange to change its TDIM symbol from "SEFA"
to "ALEF". Shareholders should note that their shareholdings will
be unaffected by the change of name, although new share
certificates will be issued to Shareholders following the name
change and completion of the Proposed Combined Transaction. The
Company will notify the market of when the change of name and TIDM
will be effective.
In the next couple of day the company will complete the equity
subscription of Ordinary Shares at a price of USD 0.0005
(approximately 0.00031 GBP) for each Ordinary Share, raising a
total of USD 1,050,000 (GBP 756,000).
The allotment of the Subscription Shares has triggered the
requirement for a prospectus to be published in respect of those
shares. The Subscription Shares have been allotted to investors but
will only be admitted trading on the Main Market of the London
Stock Exchange following publication of a prospectus in accordance
with Listing Rule 14.3.4. The Company intends to progress
preparation of a prospectus as soon as practicable.
The registered share capital of the Company has increased to
1,000,000,000,000 Ordinary Shares and the par value of the Ordinary
Shares has been cancelled. The amended Articles of Association of
the Company have been placed on the Company's website.
Board changes
The Company confirms that Mr Alon Shany (Executive Chairman),
Mr. Jacques Abitbol (Non-Executive Director), Ms Eva Abittan
(Non-Executive Director) have today been appointed to the Board.
Michael Rosenberg, David Nachshon, Gershon Frenkel, Zvi Nemeth,
James Campbell and Natan Drukman have stepped down from the Board.
Mr Yossef Taub remains on the board as a regular director, and Ms
Nathalie Schwarz remains on the board as an independent
Non-Executive Director.
Total Voting Rights
Once admitted to trading following the publication of a
prospectus, the Subscription Shares will rank pari passu in all
respects with the existing ordinary shares in the Company.
Following the allotment of the 2,123,543,065 Subscription
Shares, the Company's enlarged issued ordinary share capital will
comprise 2,326,517,861 Ordinary Shares, each with voting
rights.
This figure of 2,326,517,861 Ordinary Shares may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company, under the Disclosure
and Transparency Rules.
Commenting on the new direction of the Company, Mr Alon Shany,
Executive Chairman stated "I am pleased that we have completed the
proposals that received overwhelming support from shareholders. I
am excited for the new direction the Company is about to take and
pleased to welcome new shareholders to the Company and we are
excited to have created a new cash shell seeking opportunities in
the web technology and software space. We will be working with our
advisers to review opportunities."
- Ends -
Enquiries
Shefa Gems Ltd
Alon Shany - Executive Chairman
www.shefagems.com +972 52 586 8616
-----------------
VSA Capital Limited - Financial
Adviser
-----------------
Andrew Raca +44 20 3005 5000
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END
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