DGAP-Adhoc: Metis Capital Ltd.: Barzilay intends to acquire capital issued by Metis Capital Ltd. through private company
10.01.2008
Metis Capital Ltd. / Transaction in Own Shares
10.01.2008
Release of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Tel Aviv/ Israel; January 10, 2008 - Metis Capital Ltd. (Prime Standard:
EIC; TASE: MTSC) Pursuant to the immediate report dated August 2, 2007, the
Company's controlling shareholder, Amnon Barzilay, informed Metis Capital
Ltd. that on January 9, 2008, he entered into an agreement personally and
along with companies under his control, with Mr. Shimon Harel and a company
controlled by him, S. Harmon Holdings and Properties Ltd. These are the
major points of this agreement:
1. A private company controlled by Barzilay (with about 50.5% of company
share capital held by Barzilay and about 49.5% by Harmon) will operate to
acquire around 47.7% of the capital issued by Metis Capital Ltd. (before
dilution) in accordance with the right assigned to Barzilay in his
agreement with Mr. Eyal Yona, as stated in the immediate report dated
August 2, 2007. The acquisition will be implemented according to the
selling offer prospectus, which was published by Gmul Investment Company
Ltd. and the Company on August 1, 2007.
2. In order to finance the acquisition, the private company shall take
loans from a financial entity and from Harmon, as well as receive a
complementary loan from Barzilay.
3. The parties agreed to exercise their voting power in the private
company, and thereby in Metis Capital Ltd., so that after realizing the
right to acquire Metis Capital Ltd. shares, according to the prospectus,
the Company's board of directors shall include 8 directors: 2 independent
directors, 4 directors to be recommended by Barzilay and 2 additional
directors recommended by Harmon. The parties also undertake to exercise
their voting power so that Barzilay will continue to serve as Company
chairman of the board, Harel will be appointed as the vice chairman and
stand-in, and Itsik Cohen, the present Company CEO, will continue to serve
in his capacity for another 4 years.
Contact:
Metis Capital Ltd.
Eran Gluksman, CFO
Phone: +972-3-537 3000
E-mail: investor@metis-capital.com
Janina Wismar
Investor Relations
Phone: +49-40-60918650
E-mail: janina.wismar@kirchhoff.de
10.01.2008 Financial News transmitted by DGAP
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Language: English
Issuer: Metis Capital Ltd.
30 Hamasger Street
61090 Tel-Aviv
Israel
Phone: +972 (03) 537-3000
Fax: +972 (03) 537-4000
E-mail: investor@metis-capital.com
Internet: www.metis-capital.com
ISIN: IL0003570129
WKN: 936734
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Stuttgart, München, Hamburg, Düsseldorf
End of News DGAP News-Service
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Metis Capital Ltd. / Transaction in Own Shares
10.01.2008
Release of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
=--------------------------------------------------------------------------
Tel Aviv/ Israel; January 10, 2008 - Metis Capital Ltd. (Prime Standard:
EIC; TASE: MTSC) Pursuant to the immediate report dated August 2, 2007, the
Company's controlling shareholder, Amnon Barzilay, informed Metis Capital
Ltd. that on January 9, 2008, he entered into an agreement personally and
along with companies under his control, with Mr. Shimon Harel and a company
controlled by him, S. Harmon Holdings and Properties Ltd. These are the
major points of this agreement:
1. A private company controlled by Barzilay (with about 50.5% of company
share capital held by Barzilay and about 49.5% by Harmon) will operate to
acquire around 47.7% of the capital issued by Metis Capital Ltd. (before
dilution) in accordance with the right assigned to Barzilay in his
agreement with Mr. Eyal Yona, as stated in the immediate report dated
August 2, 2007. The acquisition will be implemented according to the
selling offer prospectus, which was published by Gmul Investment Company
Ltd. and the Company on August 1, 2007.
2. In order to finance the acquisition, the private company shall take
loans from a financial entity and from Harmon, as well as receive a
complementary loan from Barzilay.
3. The parties agreed to exercise their voting power in the private
company, and thereby in Metis Capital Ltd., so that after realizing the
right to acquire Metis Capital Ltd. shares, according to the prospectus,
the Company's board of directors shall include 8 directors: 2 independent
directors, 4 directors to be recommended by Barzilay and 2 additional
directors recommended by Harmon. The parties also undertake to exercise
their voting power so that Barzilay will continue to serve as Company
chairman of the board, Harel will be appointed as the vice chairman and
stand-in, and Itsik Cohen, the present Company CEO, will continue to serve
in his capacity for another 4 years.
Contact:
Metis Capital Ltd.
Eran Gluksman, CFO
Phone: +972-3-537 3000
E-mail: investor@metis-capital.com
Janina Wismar
Investor Relations
Phone: +49-40-60918650
E-mail: janina.wismar@kirchhoff.de
10.01.2008 Financial News transmitted by DGAP
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Language: English
Issuer: Metis Capital Ltd.
30 Hamasger Street
61090 Tel-Aviv
Israel
Phone: +972 (03) 537-3000
Fax: +972 (03) 537-4000
E-mail: investor@metis-capital.com
Internet: www.metis-capital.com
ISIN: IL0003570129
WKN: 936734
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Stuttgart, München, Hamburg, Düsseldorf
End of News DGAP News-Service
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