DGAP-News: Metis Capital Ltd.: Barzilay acquires Metis shares
31.01.2008
Metis Capital Ltd. / Transaction in Own Shares
31.01.2008
Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG.
The issuer / publisher is solely responsible for the content of this announcement.
=--------------------------------------------------------------------------
Tel Aviv/ Israel; January 31, 2008 - Metis Capital Ltd. (Prime Standard:
EIC; TASE: MTSC) Pursuant to the immediate Reports dated January 10, 2008,
the Company hereby announces that the Company's controlling shareholder,
Amnon Brazilay, has informed the Company that on January 30, 2008 he had
delivered a 'notice of consent' according to which a private company in his
control as stated in the immediate report of January 10, 2008 will acquire
from Gmul Investment Company Ltd. 3,841,470 ordinary shares of the Company,
which form approximately 47.7% of the general issued share capital of the
Company, all in accordance with the Selling Offer prospectus of the Company
and Gmul of August 1, 2007 in consideration for the amount of NIS
85,090,481. The date for completing the acquisition is January 31, 2008, as
stipulated in the prospectus.
Amnon Brazilay further informed the Company, that for the purpose of this
acquisition, the said private company has taken a loan from Mizrahi Tefahot
Bank Ltd., that as part of the conditions of the loan, the private company
has undertaken covenants, which if deviated from, grant the bank cause for
immediate repayment of the credit and that among these covenants, the
following are also included:
- If the Company's equity, as defined in the covenants, shall be, at any
point in time, less than NIS 150,000,000 linked to the consumer price index
of December 2007.
- If the Company does not maintain cash overplus in the amount of at least
NIS 20,000,000 at all times.
- If the total of the net financial debt (namely, balance of the financial
credit and debentures with the deduction of cash) of Japanauto Holdings
Ltd. should exceed NIS 200,000,000 until the issuance of Japanauto
Holdings.
- If the Company should hold less than 50% of Japanauto Holdings' shares,
and in the event of Japanauto Holdings' issuance, if the Company should
hold less than 50% of the control core of Japanauto Holdings.
- If the expected issuance outline of Japanauto Holdings will not be
acceptable to the bank, and among others, the value of Japanauto Holdings
for the purpose of issuance.
- If Japanauto Holdings should hold less than 100% of the shares of
Japanauto Israeli Auto Company Ltd.
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
31.01.2008 Financial News transmitted by DGAP
=--------------------------------------------------------------------------
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
=--------------------------------------------------------------------------
Metis Capital Ltd. / Transaction in Own Shares
31.01.2008
Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG.
The issuer / publisher is solely responsible for the content of this announcement.
=--------------------------------------------------------------------------
Tel Aviv/ Israel; January 31, 2008 - Metis Capital Ltd. (Prime Standard:
EIC; TASE: MTSC) Pursuant to the immediate Reports dated January 10, 2008,
the Company hereby announces that the Company's controlling shareholder,
Amnon Brazilay, has informed the Company that on January 30, 2008 he had
delivered a 'notice of consent' according to which a private company in his
control as stated in the immediate report of January 10, 2008 will acquire
from Gmul Investment Company Ltd. 3,841,470 ordinary shares of the Company,
which form approximately 47.7% of the general issued share capital of the
Company, all in accordance with the Selling Offer prospectus of the Company
and Gmul of August 1, 2007 in consideration for the amount of NIS
85,090,481. The date for completing the acquisition is January 31, 2008, as
stipulated in the prospectus.
Amnon Brazilay further informed the Company, that for the purpose of this
acquisition, the said private company has taken a loan from Mizrahi Tefahot
Bank Ltd., that as part of the conditions of the loan, the private company
has undertaken covenants, which if deviated from, grant the bank cause for
immediate repayment of the credit and that among these covenants, the
following are also included:
- If the Company's equity, as defined in the covenants, shall be, at any
point in time, less than NIS 150,000,000 linked to the consumer price index
of December 2007.
- If the Company does not maintain cash overplus in the amount of at least
NIS 20,000,000 at all times.
- If the total of the net financial debt (namely, balance of the financial
credit and debentures with the deduction of cash) of Japanauto Holdings
Ltd. should exceed NIS 200,000,000 until the issuance of Japanauto
Holdings.
- If the Company should hold less than 50% of Japanauto Holdings' shares,
and in the event of Japanauto Holdings' issuance, if the Company should
hold less than 50% of the control core of Japanauto Holdings.
- If the expected issuance outline of Japanauto Holdings will not be
acceptable to the bank, and among others, the value of Japanauto Holdings
for the purpose of issuance.
- If Japanauto Holdings should hold less than 100% of the shares of
Japanauto Israeli Auto Company Ltd.
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
31.01.2008 Financial News transmitted by DGAP
=--------------------------------------------------------------------------
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
=--------------------------------------------------------------------------
Copyright (c) 2007 Dow Jones & Company, Inc.