Electronics Line 3000 Ltd. / Bekanntmachung der Einberufung zur Hauptversammlung
30.06.2015 16:43
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der
EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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ELECTRONICS LINE 3000 LTD.
(the 'Company')
14 Hachoma Street, Rishon LeZion, Israel
Telephone: +972-3- 9637777, Fax: +972-3-961658
www.electronics-line.com
NOTICE OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS
Rishon LeZion, Israel
June 26, 2015
Dear Shareholder,
You are hereby invited to attend the Annual and special General
Meeting of Shareholders ('the Meeting') of the Company to be held at
14:30 on Monday, August 3, 2015, at the Company's offices at 14
Hachoma Street, Rishon LeZion, Israel.
The purpose of this Meeting is set forth in the accompanying
'Statement of the Company' for voting by means of Proxy. For the
reasons set forth in the Statement of the Company, the Company's Board
of Directors recommends that you vote 'FOR' the proposal set forth and
specified on the enclosed form for voting by means of Proxy (Appendix
B).
A copy of the Proxy is also available on the Company's web site:
www.electronics-line.com
The record date determining the eligibility of shareholders to vote at
the Meeting, as stated in Section 182 of the Israeli Companies Law,
1999, is the end of the day of trading in Frankfurt, Germany, the
exchange on which the shares of the Company are traded, on Monday,
July 6, 2015. If no trading of the Company's shares takes place on
such date the determining date shall be the last day of trading
preceding such date ('Record Date').
The share capital of the Company at the time of the notice of the
Meeting is NIS (New Israeli Shekel) 68,564,240 divided into 13,712,848
ordinary shares. The total number of voting rights at time of notice
of the Annual General Meeting of Shareholders is 13,712,848.
Shareholders, whose shares are represented by a global share
certificate deposited at Clearstream Banking AG, and who wish to
exercise their voting rights, may choose one of the following three
alternative voting procedures approved by a recognized financial
institution:
1. To send their Ownership Certificate in the form
attached hereto as Appendix A ('Ownership Certificate')
confirming their ownership of shares of the Company on the
Record Date approved by a recognized financial institution
together with the notice of appointment and instructions for
voting by means of Proxy in the form attached hereto as
Appendix B ('Proxy') directly to the Company. The Ownership
Certificate and the Proxy must be received by the Company at
its offices no later than 48 hours before the Meeting, via the
Company's fax number, +972-3-9616584 or mail
investor.relations@electronics-line.com as an alternative, or
2. To send their Ownership Certificate approved by a
recognized financial institution together with the notice of
appointment and instructions for voting by means of Proxy via
their depository bank to BANKHAUS NEELMEYER AG, Am Markt
14-16, 28195 Bremen, GERMANY, fax number +49-(0) 421-3603-153,
no later than 48 hours before the Meeting. BANKHAUS NEELMEYER
AG will forward the shareholders' Proxies together with the
Ownership Certificate to the Company, or
3. Shareholders who wish to vote in person shall
attend the Meeting at the said time and place with their
original Ownership Certificate, provided that they have
delivered their Ownership Certificate approved by a recognized
financial institution directly to the Company and that their
Ownership Certificate was received by the Company at its
offices no later than 48 hours before the Meeting, via the
said Company's fax number or mail as an alternative.
By Order of the Board,
Mr. Moshe Alkelai
Chairman of the Board
ELECTRONICS LINE 3000 LTD.
STATEMENT OF THE COMPANY
The enclosed Statement is solicited on behalf of the Board of
Directors (the 'Board') of Electronics Line 3000 Ltd. (the 'Company')
for use at the Company's special General Meeting of Shareholders (the
'Meeting') to be held at 14:30 on Monday, August 3, 2015, at the
Company's offices at 14 Hachoma Street, Rishon LeZion, Israel or at
any adjournment or postponement thereof, for the purposes set forth
herein.
It is proposed that at the Meeting, the shareholders of the Company
(the 'Shareholders') approve the following resolution:
To approve the Merger between a subsidiary of the Company's
controlling shareholder, RISCO Ltd. ('RISCO'), and the Company, the
details of which are set forth below (the 'Merger').
The approval of this proposal requires the affirmative vote of at
least a majority of the votes of shareholders present and voting at
the Meeting in person or by proxy. In addition, the Merger will not be
approved if a majority of the shareholders present at the vote who are
not RISCO, RISCO's shareholders or anybody on their behalf, including
their relatives or bodies corporate under their control, are opposed
to it.
Only shareholders of record at the close of business on the Record
Date will be entitled to a notice of and to vote at the Meeting,
provided that such shareholders sent their Ownership Certificate and
Proxy to the offices of the Company, no later than 48 hours before the
Meeting, as detailed in the notice.
Shareholders may revoke the authority granted by their execution of
proxies at any time before the effective exercise thereof, by filing
with the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by voting in person at the Meeting.
In order for there to be a legal quorum at the Meeting, there must be
present, in person or by proxy, no less than two (2) shareholders
holding or representing at least one-quarter (1/4) of the voting
rights in the Company. If after half an hour of the commencement of
the Meeting no legal quorum is present, the Meeting will automatically
be adjourned for one week and shall reconvene at the same time and
location, unless notified otherwise by the Board. At such adjourned
Meeting the same agenda will be applicable and the legal quorum will
be two (2) shareholders.
The share capital of the Company at the of time of the notice of the
Annual General Meeting of Shareholders is NIS (New Israeli Shekel)
68,564,240 divided into 13,712,848 ordinary shares. The total number
of voting rights at time of notice of the Annual General Meeting of
Shareholders is 13,712,848.
ITEM 1 -a Merger between the Company and RISCO's subsidiary
The Board and the Audit Committee have recommended to approve the
Merger between RISCO Line Ltd.- an Israeli corporation wholly owned by
RISCO which was incorporated in 31 May, 2015 (the 'Subsidiary') and
the Company, the details of which are set forth below.
The Proposed Merger contemplates the purchase by RISCO of all of the
Company's outstanding share capital owned by the public for a cash
consideration of 0.46 Euro per share (subject to withholding Taxes as
set forth below), in accordance with Sections 314-327 of the Israeli
Companies Law, 5759-1999 (the 'Israeli Companies Law'). RISCO, the
Subsidiary and the Company intend to effect the merger of the
Subsidiary with and into the Company, pursuant to which the Subsidiary
shall cease to exist, the Company shall become a wholly-owned
subsidiary of RISCO and its controlling shareholders- Mr. Moshe
Alkelai and Mrs. Mazal Alkelai (the 'Controlling Shareholders')- and
the Company Ordinary Shares issued and outstanding immediately prior
to the Effective Time, except Shares held directly by the Parent and
by Controlling Shareholders (Collectively, the 'Controlling
Shareholders Shares') (the Company Ordinary Shares except for the
Controlling Shareholders Shares being the 'Converting Shares'), will
be converted into the right to receive the Merger Consideration.
As further detailed below, The Company, RISCO, and the Subsidiary,
approached the Israeli Tax Authority, in order to request to
pre-approve withholding tax procedures applicable to the Merger,
according to which 30% of the Merger Consideration, as defined
hereunder, will be held in trust (0.138 Euro per share) (the 'Trust
Amount'). The Trust Amount applicable to certain shareholder will be
released by the Israeli Paying Agent, as defined hereunder, only if
such shareholder provides the Israeli Paying Agent with a written
Declaration in the agreed and approved format by the Israeli Tax
Authority.
Background of the Merger
On 21 May, 2015, RISCO presented to the Company its proposal as to the
major terms of a merger between the Company and the Subsidiary (the
'Proposed
Merger').
The Proposed Merger contemplates the purchase by RISCO of all of the
Company's issued and outstanding share capital held by the public for
a cash consideration of 0.46 Euro per share, as a result of which the
Subsidiary would be merged with and into the Company and the Company
would become a wholly owned subsidiary of RISCO and its controlling
shareholders.
After considering the Proposed Merger as well considering the
definitive appraisal as to the share capital of the Company (as
attached hereto as Appendix C) that was prepared by an external
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