Completion of acquisition
April 29 2010 - 2:00AM
UK Regulatory
TIDMAFS
RNS Number : 0013L
Amiad Filtration Systems Ltd
29 April 2010
29 April 2010
Amiad Filtration Systems Ltd.
("Amiad" or "the Company")
Completion of Acquisition of Arkal Filtration Systems
Further to the update provided in the Company's full year results announcement
of 15 April 2010 and statement of 20 January 2010, the Board of Directors of
Amiad is pleased to announce that, having received the approval of the banks,
Amiad has completed the acquisition of the entire issued share capital of, and
ownership rights in, Arkal Filtration Systems Cooperative Agricultural Society
Ltd. ("Arkal"), from its existing shareholders - Kibbutz Beit Zera, including
its affiliated corporations ("Beit Zera"), and Bermad Industries Cooperative
Agricultural Society Ltd. ("Bermad").
As stated previously, under the terms of the agreement, the consideration for
Arkal has been satisfied by a combination of a cash payment of $10 million to
Beit Zera and the issue of 3,284,159 new ordinary shares of 0.5 NIS of Amiad
(the "Consideration Shares"), representing 14.5% of the Company's issued share
capital (on a fully diluted basis). As a result, following the completion, the
Company has issued the Consideration Shares, of which Bermad has received
2,038,443 new shares representing 9% of Amiad's issued share capital, Beit Zera
received 1,019,223 shares representing 4.5% and the creditor banks of Beit Zera
received the remaining 226,493 shares representing 1%. These shares are subject
to a lock-in period of 12 months and thereafter a 12 month orderly market
arrangement, and will rank pari passu with Amiad's existing ordinary shares in
issue.
Following the issuance of the Consideration Shares, a shareholders agreement has
come into effect among Kibbutz Amiad, through its wholly-owned subsidiary,
A.M.SI. Investments (1997) Ltd, Beit Zera and Bermad. Pursuant to the
shareholders agreement, the parties thereto shall vote their shares together at
all meetings of the shareholders of Amiad, as shall be agreed among them or in
the absence of agreement as shall be decided by Kibbutz Amiad. In addition, the
shareholders agreement imposes on Beit Zera and Bermad certain limitations on
the transferability of the Consideration Shares.
Application has now been made for the new ordinary shares to be admitted to
trading on AIM, which is expected to occur at 8.00am BST on Friday 30 April
2010.
Following admission, the Company will have a total of 22,521,688 ordinary shares
in issue.
Enquiries:
+-----------------------------------+------------------------------------+
| Amiad Filtration Systems Ltd. | |
| | |
+-----------------------------------+------------------------------------+
| Arik Dayan, Chief Executive | +972 4 690 9500 |
| Officer | |
| Rivka Kalmanzon, Chief Financial | |
| Officer | |
+-----------------------------------+------------------------------------+
| | |
+-----------------------------------+------------------------------------+
| Panmure Gordon | |
+-----------------------------------+------------------------------------+
| Andrew Godber | +44 20 7459 3600 |
+-----------------------------------+------------------------------------+
| | |
+-----------------------------------+------------------------------------+
| Corfin Communications | |
+-----------------------------------+------------------------------------+
| Harry Chathli, Claire Norbury | +44 20 7977 0020 |
+-----------------------------------+------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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