DJ DGAP-HV: Electronics Line 3000 Ltd.: Bekanntmachung der Einberufung zur Hauptversammlung am 03.08.2015 in Rishon LeZion mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
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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independent appraiser-Fahn Kanne Consulting, the subsidiary of Fahn
Kanne & Co which is the Israeli member of Grant Thornton (the 'Appraiser'
and the 'Appraisal'), the Audit Committee of the Company and the Board
of Directors of the Company approved the proposed terms of the
proposed merger and resolved to submit the Merger to the shareholders
general meeting for voting.
As required under Israeli law, Mr. Moshe Alkelai and Mrs. Sharon
Sheep, who were deemed to have personal interest in the Merger, did
not attend and participate in the Board meeting. The directors present
in the Audit Committee and the Board meeting were the external
directors- Prof. Dan Elnathan and Mr. Rafi Durst- as well as Mr. Yigal
Fatran.
On June 24, 2015, the parties executed the Merger Agreement.
Reasons for the Merger; Recommendation of the Board of Directors
The Audit Committee and the Board of Directors evaluated the terms of
the Merger, including the terms and conditions of the Merger Agreement
between the Company, Risco and the Subsidiary (the 'Merger Agreement').
The Audit Committee and the Board of Directors approved the Merger
Agreement and the Merger, determined that the Merger is in the best
interests of the Company and its shareholders, unanimously approved
the execution, delivery and performance of the Merger Agreement and
the completion of the Merger, directed management to take such other
actions as are necessary to complete the Merger, resolved to recommend
that the shareholders approve the Merger and directed that such matter
be submitted for consideration by the shareholders at the Meeting.
In reaching these determinations, the Audit Committee and Board of
Directors considered (a) the information provided by the Company's
management as to the business, financial condition, results of
operations, and future prospects of the Company, (b) its familiarity
with the risks involved in achieving those prospects and objectives
under current industry and market conditions, and its familiarity with
the nature of the markets in which the Company operate, and (c) the
Appraisal which supports the consideration to be paid to the Company's
shareholders in connection with the Merger and was provided by the
Appraiser who is independent of each of the Company and its
Controlling Shareholders.
The Merger Agreement
The Merger Agreement provides for the Merger of the Subsidiary, with
and into the Company, upon the terms, and subject to the conditions of
the Merger Agreement, with the Company as the Surviving Company, all
in accordance with the relevant provisions of the Israeli Companies
Law. The Company will continue to exist following the Merger as
RISCO's and the Controlling Shareholders' wholly owned subsidiary.
Following the Merger, the Company will initiate the delisting of its
share capital, which will then be, in its entirety, owned by RISCO and
the Controlling Shareholders, from the Frankfurt Stock Exchange, so
that the share capital of the Company will no longer be publicly
traded. In addition, the Company's former shareholders will cease to
have any rights as shareholders of the Company, except for the right
to receive the Merger Consideration.
Effective Time of the Merger; Closing Date
The Merger will become effective upon the issuance and delivery by the
Companies Registrar of the Certificate of Merger in accordance with
the Israeli Companies Law (the 'Effective Time'). The certificate of
merger will be issued by the Israeli Companies Registrar following the
satisfaction of all requirements under the Companies Law if at least
fifty (50) days shall have elapsed after the filing of the merger
proposals by both the Company and the Subsidiary with the Israeli
Companies Registrar and at least thirty (30) days have elapsed after
the approval of the Merger by the Company's and the Subsidiary's
shareholders. The Merger Agreement provides that the closing of the
Merger shall take place as promptly as reasonably practicable (but no
later than the fifth business day) after satisfaction or waiver of the
conditions to the Merger (the 'Closing'). The parties are working to
complete the Merger as soon as practicable. However, the Merger is
subject to various closing conditions. No assurances can be given that
the parties will obtain the necessary approvals to complete the Merger
or that the parties will obtain them in a timely manner.
Merger Consideration
Ordinary Shares. The Converting Shares shall be converted into the
right to receive from RISCO 0.46 Euro in cash per Company Ordinary
Share without interest (the amount payable to a holder of Company
Ordinary Shares as a result of the Merger, the 'Merger Consideration',
which shall be subject to withholding Taxes as set forth below).
Stock Options. Prior to the Effective Time, the Company shall take all
actions necessary to provide that each option to acquire Company
Ordinary Shares automatically shall be cancelled and terminated at the
Effective Time without any payment or further rights or claims of the
holder thereof.
Share Capital of Subsidiary. The ordinary shares of the Subsidiary
issued and outstanding immediately prior to the effective time of the
Merger, will automatically be cancelled without any consideration
thereof, upon the effective time of the Merger.
Payment of the Merger Consideration
Prior to the Effective Time, RISCO shall appoint a Germany based bank
or trust company (the 'German Paying Agent') to act as paying agent
for the holders of Company Ordinary Shares in connection with the
Merger. In addition, under the Israeli Tax Ruling, as defined below,
assuming such Ruling will in fact be obtained, an Israeli Paying Agent
shall be appointed to act as a trustee for the Israeli withholding tax
purposes, as described below (the 'Israeli Paying Agent'). The German
Paying Agent and/or the Israeli Paying Agent shall receive, and hold
in trust for the benefit of holders of Company Ordinary Shares, the
aggregate Merger Consideration. RISCO shall deposit such aggregate
Merger Consideration with the German Paying Agent and/or the Israeli
Paying Agent not later than three business days following the
Effective Time.
RISCO and the Company shall instruct the German Paying Agent, as
promptly as reasonably practicable (but not later than the fifth
business day) after the Effective Time, to release to German central
depository Clearstream Banking AG, Frankfurt ('Clearstream'), cash in
an amount equal to the product of (A) the Merger Consideration payable
per Company Ordinary Share less the Withholding Tax Amount as defined
hereunder, multiplied by (B) the number of Converting Shares (the
product of (A) and (B), the 'Conversion Fund'). Clearstream shall
promptly deliver the Conversion Fund to the accounts of the depositary
banks of the owners of Converting Shares, which shall distribute the
respective and appropriate portion of the Conversion Fund to the
accounts of the owners of Converting Shares with such depositary banks
in accordance with customary stock surrender and payment procedures
under applicable regulations and terms and conditions of Clearstream.
At any time following the first anniversary of the Closing, Risco may
require the German Paying Agent to deliver to it any funds deposited
with the German Paying Agent which have not been disbursed to the
former holders of Converting Shares, and the Company shall be entitled
to require the German Paying Agent to return any portion of the
Conversion Fund not distributed to the owners of the Converting
Shares. Any amounts remaining unclaimed by such former shareholders
shall become, to the extent permitted by applicable Law, the property
of Risco, free and clear of all claims or interest of any Person
previously entitled thereto. If this Agreement is terminated prior to
the Closing (or the Merger does not become effective) for any reason
and any cash has been transmitted to the Paying Agent or Clearstream
prior to termination, such cash together with any interest or other
earnings thereon shall promptly be returned to RISCO.
Withholding Tax Procedures
Each of RISCO, the Company, the Depositary Banks of the owners of
Converting Shares the German Paying Agent and the Israeli Paying Agent
shall be entitled to deduct and withhold from the consideration
otherwise payable to any former holder of Converting Shares pursuant
to the Merger Agreement, any amounts required to be deducted and
withheld from such payments under the Israeli Income Tax Ordinance
[New Version], 1961, as amended, and the rules and regulations
promulgated thereunder (the 'Ordinance'), or under any other
applicable state, local, domestic or foreign Law (the amount withheld
per Converting Share being the 'Withholding Tax Amount'), provided,
however, that the withholding Taxes deduction in Israel shall be at
the highest applicable tax rate, unless otherwise indicated to the
Company the German Paying Agent and/or the Israeli Paying Agent, as
applicable, in a written approval from the ITA which provides a
withholding exemption or a reduced Tax rate, in which case the
deduction and withholding of any amounts under the Ordinance or any
other provision of Israeli law or requirement, if any, from the
aggregate Merger Consideration payable to such holder of record of
Converting Shares shall be made only in accordance with the provisions
of such approval.
The Company, RISCO and the Subsidiary, approached the Israeli Tax
Authority, in order to request to pre-approve the following
withholding tax procedures, applicable to the Merger (the 'Israeli Tax
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