TIDMMWE
RNS Number : 7897V
MTI Wireless Edge Limited
26 July 2018
26 July 2018
MTI Wireless Edge Ltd
("MTI" or the "Company")
Proposed merger with MTI Computers & Software Services
(1982) Ltd
Receipt of Pre-Ruling from the Israeli Tax Authorities
MTI Wireless Edge Ltd (AIM: MWE), a market leader in the
manufacture of flat panel antennas for fixed wireless broadband and
a wireless irrigation solutions provider, announces receipt of a
pre-ruling from the Israeli tax authorities with respect to the tax
implications of the proposed merger (the "Merger") between the
Company and MTI Computers & Software Services (1982) Ltd
("MTIC").
On 25 July 2018, the Company and MTIC (the "Merging Companies")
received a pre-ruling (the "Pre-Ruling") from the Israeli Tax
Authorities (the "ITA") regarding the tax implications of the
Merger on the Merging Companies and their shareholders. The
Pre-Ruling includes a tax exemption in respect of the Merger and
the deferral of the taxable event for the shareholders of the
Merging Companies until the realisation of their holdings in the
Company, all in accordance with the conditions and subject to the
restrictions set out in Part E2 (Structural Change and Merger) of
the Israeli Income Tax Ordinance New Version, 1961 (Sections
103-103(s)) (the "Ordinance"). The Pre-Ruling was issued pursuant
to the request made by the Merging Companies and includes the
following determinations of the ITA in the framework of the
Pre-Ruling:
1. The Merger Date (as defined in the Ordinance) will be the
last day of the calendar quarter in which the Court Order to
approve the Merger will be issued by the court(1) . Therefore,
inter alia, restrictions that will apply to the Company and to the
shareholders of the Merging Companies, as set out in the Ordinance
(as further detailed in the document entitled Tax Implications of
the Merger available on the Company's website) shall apply until
the end of two years from the Merger Date (the "Required
Period").
2. With respect to shareholders who were Controlling
Shareholders, as such term is defined in section 103 to the
Ordinance(2) , by virtue of their holdings in the Merging Companies
prior to the Merger, the following shall apply:
a. The combined holdings of such Controlling Shareholders, shall
following the Merger and during the Restricted Period, not be less
than 25 percent of all holding rights, including the right to
assets upon liquidation, rights to profits, and managerial or
voting rights, subject to the qualifications stipulated in the
Ordinance (the "Holding Restrictions").
b. In this regard, as detailed in the document entitled Tax
Implications of the Merger available on the Company's website, it
is hereby emphasised that Mokirey Aya Ltd. (which will be one of
the Controlling Shareholders of the Company following the Merger)
has undertaken to the Company, inter alia, to comply with the
Holding Restrictions until the end of the Required Period.
Shareholders of the Company should note that as a result of Mokirei
Aya Ltd.'s undertaking to the Company there will be no holding
restrictions on any of the other shareholders of the Company
following the Merger with respect to their shares in the
Company.
Following receipt of the Pre-Ruling, the completion of the
Merger pursuant to the terms of the Merger Agreement remains
contingent upon the fulfilment of the following conditions
precedent ("Conditions Precedent") by 30 August 2018, unless such
date is extended by the merging companies, explicitly and in
writing:
-- Obtaining the certification of the court for the Merger in
the framework of the Scheme of Arrangement, and, consequently,
obtaining the Court Order.
-- On the date of completion, no court order that prohibits the
implementation of the Merger will be pending.
Further announcements in respect of the fulfilment of the
Conditions Precedent will be made as appropriate.
Further details regarding the Merger are set out in the
Company's circular to shareholders dated 12 June 2018 (the
"Circular"). The Circular is available on the Company's website at
the following address, www.mtiwe.com. Additional information and
documents, which may be read in conjunction with the Circular, are
also available at the following location on the Company's website:
http://www.mtiwe.com/?CategoryID=377&ArticleID=199.
(1) For illustration purposes only - if the court order for the
approval of the Merger is granted by 30 September 2018 - the Merger
Date will be 30 September 2018. If such order is granted after 30
September 2018 but before the end of 2018 - the Merger Date will be
31 December 2018.
(2) A "Controlling Shareholder" shall mean - someone who holds
or is entitled to acquire (other than a provident fund or trust
fund), directly or indirectly, alone or together with a relative,
one of the following: (1) at least 5% of the issued share capital;
(2) at least 5% of the voting rights; (3) the right to receive at
least 5% of the profits or assets upon liquidation; (4) the right
to appoint a manager.
For further information please contact:
MTI Wireless Edge Ltd http://www.mtiwe.com/
Dov Feiner, CEO +972 3 900 8900
Moni Borovitz, Financial Director
Nomad and Joint Broker
Allenby Capital Limited
Nick Naylor
Alex Brearley +44 20 3328 5656
Joint Broker
Peterhouse Corporate Finance Limited
Lucy Williams
Eran Zucker
About MTI Wireless Edge
MTI is engaged in the development, production and marketing of
high quality, low cost, flat panel antennas for commercial and for
military applications. Commercial applications include: WiMAX;
wireless networking; RFID readers; and broadband wireless access.
With over 40 years' experience MTI supplies 100KHz to 90GHz
antennas (including directional antennas and omni directional) for
outdoor and indoor deployments, including smart antennas for WiMAX,
Wi-Fi, public safety, RFID and base stations and terminals for the
utility market. Military applications include a wide range of
broadband, tactical and specialized communications antennas,
antenna systems and DF arrays installed on numerous airborne,
ground and naval, including submarine, platforms worldwide.
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI
is also a leading provider of remote control solutions for water
and irrigation applications based on Motorola IRRInet state of the
art control, monitoring and communication technologies. Mottech,
headquartered in Israel, is the global prime distributor of
Motorola for the IRRInet remote control solutions serving its
customers worldwide through its subsidiaries and a global network
of local distributers and representatives. It utilizes over 25
years of experience in providing its customers with remote control
and management systems which ensure constant, reliable and accurate
water usage, while reducing operational costs and maintenance
costly expenses. Mottech activities are focused in the market
segments of agriculture, water distribution, municipal and
commercial landscape and wastewater and storm water reuse.
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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