Amiad Water Systems Ltd Update on Potential Investment (8946L)
September 11 2019 - 2:01AM
UK Regulatory
TIDMAFS
RNS Number : 8946L
Amiad Water Systems Ltd
11 September 2019
11 September 2019
Amiad Water Systems Ltd.
("Amiad" or the "Company")
Update on Potential Investment
Further to the Company's announcement of 2 September 2019, Amiad
(AIM: AFS), a leading global producer of water treatment and
filtration solutions, provides an update to shareholders on how
negotiations are proceeding in relation to the potential placing
and in order to facilitate internal consideration of the potential
transaction by certain of the Company's shareholders. The
independent members of the Board have not yet approved the
potential transaction and, were they to do so, it would still be
subject to the fulfilment of certain pre-conditions. Accordingly,
there is no certainty that the transaction will occur.
Under the terms currently being discussed, FIMI Opportunity
Funds ("FIMI"), a significant shareholder in the Company with an
interest of 18%, would invest up to GBP17.6m in the Company, at a
purchase price of GBP2.30 per share, through the placing of new
ordinary shares representing up to approximately 25% of the
Company's enlarged share capital on a fully diluted basis. In
addition, FIMI is in negotiations to purchase from Kibbutz Amiad
Agricultural Cooperative Society Ltd. ("Kibbutz Amiad") and
HaChoshlim Foundation - Agriculture Cooperative Society for
Business Ltd. ("HaChoshlim"), which is an affiliate of Kibbutz
Amiad, approximately 10% of their holdings in the Company at the
same price per share as its investment in the Company. In addition,
FIMI and HaChoshlim and Kibbutz Amiad are discussing potential
arrangements whereby HaChoshlim and Kibbutz Amiad may be entitled
to a future consideration in an aggregate amount of up to US$9.25m,
which would be payable if FIMI were to sell its shares in the
Company in the future for an amount in excess of a particular
hurdle and subject to certain other conditions.
Were the Company to conduct the proposed placing and following
the potential purchase of shares in the Company by FIMI from
Kibbutz Amiad and HaChoshlim, FIMI would hold up to approximately
42% of the Company's share capital (fully diluted), and HaChoshlim
and Kibbutz Amiad would hold up to approximately 33% of the
Company's share capital (fully diluted). Following that, FIMI would
also need to enter into a relationship agreement with the Company
to regulate the future relationship between FIMI and the
Company.
In addition, FIMI and HaChoshlim are discussing entering into a
draft shareholders agreement, which, among other measures, would
give FIMI the right to appoint a majority of directors of the
Company's Board and include certain conditions regarding the
transfer of shares, including giving HaChoshlim the right to tag
along to any future sale of shares in the Company by FIMI.
There are also negotiations regarding certain existing
agreements between the Company and Kibbutz Amiad, including certain
services rendered by Kibbutz Amiad to the Company and arrangements
regarding the employment terms of the Company's senior employees
who are members of Kibbutz Amiad.
The discussions have not yet materialised into a signed
agreement and any placing would remain subject to a number of
pre-conditions, including the approval processes of the Company's
relevant committees and the requisite approval of the independent
shareholders (which would exclude FIMI, Kibbutz Amiad and
HaChoshlim).
Were the Company to enter into the placing with FIMI, or alter
the existing arrangements with Kibbutz Amiad, these would
constitute related party transactions under Rule 13 of the AIM
Rules for Companies and therefore would require the independent
members of the Board, following discussions with the Company's
Nominated Adviser, to be satisfied that the terms are fair and
reasonable insofar as the Company's shareholders are concerned. No
such determination has yet been made and the structure and terms of
the transaction may need to alter from what is set out above.
There is therefore no guarantee that the discussions will lead
to an investment in the Company. Amiad will update the market with
respect to any investment in the Company as required in due
course.
This announcement contains inside information for the purposes
of the Market Abuse Regulation (596/2014/EU). Upon the publication
of this announcement, this inside information is now considered to
be in the public domain and such persons shall therefore cease to
be in possession of inside information. The person responsible for
arranging for the release of this announcement on behalf of the
Company is Dori Ivzori.
Enquiries
Amiad Water Systems Ltd.
Dori Ivzori, Chief Executive
Officer
Avishay Afriat, Chief Financial
Officer +972 4 690 9500
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Stewart Wallace, Ben Maddison +44 20 7710 7600
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Harry Chathli, Claire Norbury,
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About Amiad
Amiad Water Systems (AIM: AFS) is a leading global producer of
automatic, self-cleaning water treatment and filtration products
and systems. Through its engineering skills and ability to
innovate, Amiad provides cost-effective "green" solutions for the
irrigation and industrial purposes. In these markets, its unique
and high-quality products are being integrated into the core of
systems for filtration and water treatment, micro irrigation and
membrane protection, wastewater and potable water treatment,
cooling systems and sea water filtration.
Headquartered in Israel, Amiad provides these solutions through
ten subsidiaries and a comprehensive network of distributors to
customers in more than 80 countries.
For additional information or product details, please visit
www.amiad.com.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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