TNP Technoplast

RNS Number:2817D
Technoplast Industries Ld
23 September 2004

REF: F:/Kidron/Report03/SJE/23.9.04
(TRANSLATED FROM THE HEBREW)



The Securities Authority                        The Tel Aviv Stock Exchange Ltd
22 Kanfei Nesharim Street                       54 Ahad Ha'am Street
Jerusalem                                       Tel Aviv




Dear Sirs,



          Re: Technoplast Industries Ltd (hereinafter: "the Company")

          Immediate Report pursuant to Regulation 14 of the Securities
     (Transaction Between a Company and a Controlling Shareholder Therein)
                             Regulations, 5761-2001



Our client, Technoplast Industries Ltd (hereinafter referred to as "the 
Company"), has instructed us to give you notice in an immediate notice pursuant
to Regulation 14 of the Securities (Transaction Between a Company and a
Controlling Shareholder Therein) Regulations, 5761-2001, of transactions with a
controlling shareholder that do not require the general meeting's approval
pursuant to Regulation 1(2) of the Company's (Concessions in Transactions with
Interested Parties) Regulations, 5761-2001 ("the Concessions Regulations"),
which were approved on 31st August 2004, as follows:



1.  The principal aspects of the transaction



1.1 The essence of the transaction is the giving of a guarantee of a controlling
shareholder in the Company, Kidron Management & Holding (1961) Ltd, for an
arrangement between the Company and Zag  Industries Ltd (hereinafter referred to
as "Zag"), the nature whereof is an extension of the terms and conditions of
credit by Zag to the Company in respect of an amount of approx. NIS 2 million
until the end of 2004. The said guarantee will be given without the Company
being required to give the controlling shareholder therein any consideration or
counter-undertaking.



1.2 The Company and Zag are discussing the extension of the terms and conditions
of the credit to the Company as aforesaid upon certain terms and conditions,
including receiving a guarantee from Kidron Management & Holding (1961) Ltd, one
of the controlling shareholders in the Company ("the controlling shareholder").



1.3 In order to enable the Company to agree the credit terms and conditions as
aforesaid, the controlling shareholder has agreed to guarantee Zag for an
arrangement to accelerate the payment as aforesaid, when they shall be agreed
upon.



2.  Summary of the Board of Directors and Audit Committee's grounds:
the controlling shareholder's willingness to put up a guarantee upon the said
terms and conditions, without consideration or a counter-undertaking,
constitutes a transaction that is only for the benefit of the Company.



    Messrs Michael Zach and Yaakov Midan were not present at the Board
of Directors' discussion and did not participate in the vote.



3.  Submission of an objection: pursuant to Regulation 1C of the
Concessions Regulations, the concession pursuant to Regulation 1(2) shall not
apply if one or more shareholder holding at least 1% of the issued capital or
the voting rights in the Company gives notice of his objection to the grant of
the concession as aforesaid, provided that the objection was submitted to the
Company in writing by no later than seven days from the date of the submission
of this immediate report. If an objection as aforesaid is submitted, the
transaction shall require approval pursuant to the provisions of section 275 of
the Companies Law, 5759-1999.





Yours faithfully,




Gil Rimon, Adv.
R. Yohai & Co., Law Offices


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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