TIDMAFS
RNS Number : 8900C
Amiad Water Systems Ltd
23 June 2021
23 June 2021
Amiad Water Systems Ltd.
("Amiad" or the "Company")
Publication of Circular and Notice of EGM
Notice of AGM
Further to the Company's announcement on 28 April 2021, Amiad
(AIM: AFS), a leading global producer of water treatment and
filtration solutions, announces that it has, today, published a
circular to shareholders (the "EGM Circular") containing details of
the proposed cancellation of the admission of the Company's
Ordinary Shares to trading on AIM (the "AIM Cancellation") and the
proposed listing of the Company's Ordinary Shares to trading on the
Tel Aviv Stock Exchange ("TASE") (the "TASE Listing"). The Circular
is available on the Company's website (here:
https://amiad.com/list-circulars/ ) and will be posted to
shareholders tomorrow.
In addition, the Company has also published a circular to
shareholders (the "AGM Circular") containing a notice convening an
annual general meeting (the "AGM") to be held at 12.00 p.m. BST on
Thursday 29 July 2021.
In relation to the AIM Cancellation and the TASE Listing, the
EGM Circular contains a notice convening an extraordinary general
meeting of the Company ("EGM") to be held on Thursday 29 July 2021
at 12.30 p.m. or as soon thereafter as the AGM is concluded, if
later. The AGM and EGM (the "Meetings") will be held at the offices
of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence
Pountney Hill, London, EC4R 0BR. As described further below, unless
circumstances change, shareholders will not be allowed to attend
either of the Meetings in person.
Background to the transfer of listing to TASE
The Board of Directors (the "Board") has undertaken a review of
the merits or otherwise of the Company continuing to be admitted to
trading on AIM and has concluded that a proposal for the AIM
Cancellation should be made to shareholders at the EGM. In reaching
their decision to propose this to shareholders, the Directors have
taken the following factors into account:
-- the Company's operations are principally located in Israel
and its management is based in Israel. The Directors are of the
view that additional interest may be drawn from investors resident
in Israel due to an increased knowledge of the Group, its industry
and the market in which it operates. The Board considers that this
stronger understanding of the Group and its industry will, in the
future, make the raising of further capital easier to achieve on
terms acceptable to the Board and/or favourable to the Company and
in the best interests of the Company and the shareholders as a
whole;
-- the Board believes the TASE Listing will further consolidate
the Company's market position whilst also enhancing the Group's
corporate profile, credibility, brand awareness and market status
within its home state of Israel;
-- based on the above, it is not considered worthwhile for the
Company to incur the additional costs of maintaining a dual listing
status on AIM and the Tel Aviv Stock Exchange, which would (i) be
likely to result in a division of liquidity between the two
markets, divert the Company's resources and partly negate the
benefit of listing on the Tel Aviv Stock Exchange and the potential
benefits to the valuation of the Ordinary Shares; and (ii) entail
additional compliance costs, as well as management time, as the
Company would have to comply with two sets of regulatory and
disclosure requirements; and
-- the Board believes a TASE Listing would be better aligned
with the Group's business development strategies and beneficial to
the Group and the shareholders as a whole.
The Company is therefore seeking shareholder approval for the
proposed AIM Cancellation, conditional upon the TASE Listing taking
place, at the EGM .
A summary of the resolutions to be proposed at the EGM is as
follows:
-- Resolution 1 is a resolution to approve the AIM Cancellation
for the purposes of Rule 41 of the AIM Rules and is conditional
upon the TASE Listing and provided the AIM cancellation occurs
within three months of the passing of this resolution .
-- Resolution 2 is a resolution to approve the adoption of new
articles of association of the Company, which will only become
effective upon the TASE Listing.
-- Resolution 3 is a resolution to approve the adoption of a new
remuneration policy for directors and executives of the Company,
which will become effective upon the passing of the resolution.
-- Resolutions 4 is a resolution to approve the entry into
amended indemnification and exemption agreements with each of Yariv
Avisar, Arie Schor, Ran Shahor, Ronit Fein and Avital Refaely,
which will only become effective upon the TASE Listing taking
place.
-- Resolution 5 is a resolution to approve the entry into
amended indemnification and exemption agreements with each of Dori
Ivzori, Lilach Asher Topilsky, Ishay Davidi and Oded Rosen, which
will only become effective upon the TASE Listing taking place.
Rule 41 of the AIM Rules for Companies (the "AIM Rules")
requires any AIM company that wishes the London Stock Exchange (the
"LSE") to cancel the admission of its shares to trading on AIM to
notify shareholders and to separately inform the LSE of its
preferred cancellation date at least 20 business days prior to such
date. In accordance with Rule 41 of the AIM Rules, once the exact
date for the AIM Cancellation is confirmed, the Directors will
notify the LSE of the Company's intention to cancel the Company's
admission of the Ordinary Shares to trading on AIM.
The Company will keep the market appraised of developments with
the application process with the Tel Aviv Stock Exchange and the
intended date for the AIM Cancellation. If the AIM Cancellation is
approved, Stifel Nicolaus Europe Limited will cease to be nominated
adviser and the sole broker of the Company and the Company will no
longer be required to comply with the AIM Rules.
A copy of the expected timetable and a letter from Yariv Avisar,
Non-Executive Chairman of Amiad, are set out below.
Notice of AGM and EGM
The AGM of the Company will be held at 12.00 p.m. BST on
Thursday 29 July 2021 and the EGM will be held at 12.30 p.m. BST,
or as soon thereafter as the AGM is concluded, if later, on the
same day at the offices of Bryan Cave Leighton Paisner LLP,
Governor's House, 5 Laurence Pountney Hill, London, EC4R 0BR.
In light of the current circumstances of the ongoing COVID-19
pandemic and UK government guidance, unless circumstances change,
the Board has arranged for the quorum of one shareholder present in
person or by proxy holding, in aggregate, at least 25% of the
voting rights in the Company to be physically present at each of
the Meetings and, unless otherwise announced by the Company prior
to the Meetings, no other shareholders will be allowed to attend in
person. To have their votes counted, all shareholders are urged to
appoint the Chairman of the meeting as their proxy and holders of
depository interests are urged to instruct Link Market Services
Trustees to vote on their behalf.
To provide an opportunity to engage with the Board and ask
questions, the Company intends to make available a facility for
shareholders or depositary interest holders who register their
interest in advance to watch and listen to the Meetings live over a
webcast and ask questions in writing during the Meetings through an
online "chat" facility. Questions can also be submitted in advance
via email. Shareholders and depositary interest holders will not be
able to vote at the Meetings via the webcast. There will not be any
presentations from directors at the Meetings.
Details on registering for the webcasts and submitting questions
can be found in the AGM Circular (which includes the resolutions to
be proposed at the AGM and contains the Notice of AGM) and the EGM
Circular that, today, have been published on Amiad's website at:
https://amiad.com/list-circulars/
This announcement contains inside information for the purposes
of the Market Abuse Regulation (596/2014/EU) as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018.
The person responsible for arranging for the release of this
announcement on behalf of the Company is Dori Ivzori, Chief
Executive Officer.
Enquiries
Amiad Water Systems Ltd.
Dori Ivzori, Chief Executive
Officer
Relly Shimko, Chief Financial
Officer +972 4 690 9500
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Stifel Nicolaus Europe Ltd.
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Fred Walsh, Stewart Wallace +44 20 7710 7600
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Luther Pendragon
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Harry Chathli, Claire Norbury +44 20 7618 9100
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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
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.
FIMI Opportunity Funds, the leading private equity investor in
Israel, is a controlling shareholder of Amiad, with an interest in
42.8% of the Company's outstanding issued share capital.
For additional information or product details, please visit
www.amiad.com .
Expected Timetable of Principal Events
Announcement of proposed AIM Cancellation 28 April 2021
and notice provided to the London
Stock Exchange
Publication of the Circular 23 June 2021
Latest time and date for holders of 12.30 p.m. on 26 July
Depository Interests to submit their 2021
proxy instructions through CREST in
respect of the Extraordinary General
Meeting
Latest time and date for receipt of 12.30 p.m. on 27 July
completed Forms of Proxy in respect 2021
of the Extraordinary General Meeting
Time and date of the Extraordinary 12.30 p.m. on 29 July
General Meeting 2021(5)
Notes:
1. All of the times referred to in this document and the Form of
Proxy refer to London time, unless otherwise stated.
2. Each of the times and dates in the above timetable is subject
to change. If any of the above times and/or dates change, the
revised times and dates will be notified to shareholders by an
announcement through a Regulatory Information Service.
3. Under the Israeli Companies Law, the Company is required to
give at least 35 clear calendar days' notice of the Extraordinary
General Meeting.
4. The AIM Cancellation requires the approval of not less than
75 per cent of the votes cast by Shareholders at the Extraordinary
General Meeting. If passed, the resolution in respect of the AIM
Cancellation will be conditional upon the TASE Listing and the AIM
Cancellation taking place within three months of the passing of the
resolution. The exact timing of the AIM Cancellation is contingent
upon the timing of the TASE Listing and is expected to occur no
later than 20 Business Days following the first trading day of the
Ordinary Shares on the Tel Aviv Stock Exchange. Once the date of
the TASE Listing and the date of the AIM Cancellation are
confirmed, the Company will make further announcements regarding
such dates as soon as practicable. The TASE Listing is subject to
the approval of the ISA and the Tel Aviv Stock Exchange, and there
is no guarantee that the ISA and/or the Tel Aviv Stock Exchange
will approve the TASE Listing in a timely manner or at all.
5. Or as soon thereafter as the annual general meeting of the
Company has been concluded, if later.
LETTER FROM THE NON-EXECUTIVE CHAIRMAN
Dear Shareholder or Depository Interest Holder
Proposed Cancellation of Admission to Trading on AIM
Adoption of New Articles of Association
Adoption of New Remuneration Policy for Directors and
Executives
Adoption of Amendments to the Directors' and the CEO's
Indemnification and Exemption Agreements
and
Notice of Extraordinary General Meeting
1 INTRODUCTION
1.1 On 28 April 2021, the Company announced that it had
concluded that, following a careful review of the benefits and
drawbacks of the Company's Ordinary Shares continuing to be
admitted to trading on AIM and whether it should seek a listing on
an alternative exchange, the Board had concluded that a TASE
Listing and simultaneous AIM Cancellation would be likely to be in
the best interests of both the Company and its Shareholders as a
whole. For this reason, the Company is seeking Shareholders'
approval for the cancellation of the admission of its Ordinary
Shares from trading on AIM, which shall be conditional upon the
Company achieving a listing on the Tel Aviv Stock Exchange.
1.2 The Board is proposing a resolution to approve the AIM
Cancellation and certain other resolutions required in connection
with the TASE Listing at the Extraordinary General Meeting to be
held at 12.30 p.m. on 29 July 2021, or as soon thereafter as the
annual general meeting of the Company has been concluded, if later.
The purpose of this document is to set out the reasons for the AIM
Cancellation and the TASE Listing and explain why the Directors
unanimously consider the Resolutions to be in the best interests of
the Company and its Shareholders as a whole and why the Directors
unanimously recommend that you vote in favour of the Resolutions. A
notice convening the Extraordinary General Meeting is set out at
the end of this document.
1.3 The AIM Cancellation is conditional, pursuant to Rule 41 of
the AIM Rules, upon the approval of not less than 75 per cent of
the votes cast by Shareholders (whether present in person or by
proxy) at the Extraordinary General Meeting, notice of which is set
out at the end of this document. The AIM Cancellation is also
conditional upon the completion of the TASE Listing. The Company is
committed to remaining public and for the Ordinary Shares to be
traded on an internationally recognised stock exchange, such as the
Tel Aviv Stock Exchange. The Company will keep the market appraised
of developments with the TASE Listing application process and the
intended AIM Cancellation.
1.4 The London Stock Exchange has been notified by the Company
of its intention to pursue the AIM Cancellation and the Company
will keep the London Stock Exchange updated of any progress with
the TASE Listing.
2 BACKGROUND TO, AND REASONS FOR, THE TEL AVIV LISTING AND THE AIM CANCELLATION
2.1 The Board has undertaken a review of the merits or otherwise
of the Company continuing to be admitted to trading on AIM and has
concluded that a proposal for the AIM Cancellation should be made
to Shareholders at the Extraordinary General Meeting. In reaching
their decision to propose this to Shareholders, the Directors have
taken the following factors into account:
(a) the Company's operations are principally located in Israel
and its management is based in Israel. The Directors are of the
view that additional interest may be drawn from investors resident
in Israel due to an increased knowledge of the Group, its industry
and the market in which it operates. The Board considers that this
stronger understanding of the Group and its industry will, in the
future, make the raising of further capital easier to achieve on
terms acceptable to the Board and/or favourable to the Company and
in the best interests of the Company and the Shareholders as a
whole;
(b) the Board believes the TASE Listing will further consolidate
the Company's market position whilst also enhancing the Group's
corporate profile, credibility, brand awareness and market status
within its home state of Israel;
(c) based on the above, it is not considered worthwhile for the
Company to incur the additional costs of maintaining a dual listing
status on AIM and the Tel Aviv Stock Exchange, which would (i) be
likely to result in a division of liquidity between the two
markets, divert the Company's resources and partly negate the
benefit of listing on the Tel Aviv Stock Exchange and the potential
benefits to the valuation of the Ordinary Shares; and (ii) entail
additional compliance costs, as well as management time, as the
Company would have to comply with two sets of regulatory and
disclosure requirements; and
(d) the Board believes a TASE Listing would be better aligned
with the Group's business development strategies and beneficial to
the Group and the Shareholders as a whole.
2.2 The TASE Listing is subject to, among other things, the
approval of the ISA and the Tel Aviv Stock Exchange and the AIM
Cancellation is conditional upon Shareholders' approval and the
TASE Listing taking place. If these conditions are met, the AIM
Cancellation is expected to take place no later than 20 Business
Days following the first day of trading in the Ordinary Shares on
the Tel Aviv Stock Exchange. The expected dates of the AIM
Cancellation and TASE Listing are subject to change, and there is
no guarantee that the ISA and/or the Tel Aviv Stock Exchange will
approve the proposed TASE Listing in a timely manner or at all. The
Company will keep the market appraised of developments with the
TASE Listing application process and the intended AIM Cancellation.
Announcements of the confirmed dates of the TASE Listing and the
AIM Cancellation will be made as soon as practicable.
3 PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE RESOLUTIONS
3.1 The Directors are aware that certain Shareholders may be
unable or unwilling to hold directly or indirectly Ordinary Shares
in a company listed on the Tel Aviv Stock Exchange. Such
Shareholders should consider selling their interests in the market
prior to the AIM Cancellation and the TASE Listing becoming
effective.
3.2 Under the Companies Law, the Company is required to give at
least 35 clear calendar days' notice of the Extraordinary General
Meeting. Under Rule 41 of the AIM Rules, the Company is required to
give at least 20 Business Days' notice of the AIM Cancellation.
Additionally, the AIM Cancellation will not take effect until at
least five clear Business Days have passed following the passing of
the resolution for the AIM Cancellation. Once the date of the AIM
Cancellation is confirmed, which in any event shall not be later
than three months from the date of the relevant resolution, the
Company will announce such date as soon as practicable bearing in
mind the AIM requirements described above.
3.3 The principal effects that the AIM Cancellation will have on
Shareholders include the following:
(a) there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM (or any other UK
recognised market or UK trading exchange);
(b) while the Ordinary Shares remain freely transferable
pursuant to the Articles and through the Tel Aviv Stock Exchange,
the Ordinary Shares may, for certain investors, be more difficult
to sell compared to shares of companies traded on AIM;
(c) the holders of Ordinary Shares will no longer have the
benefit of pre-emption rights due to the amendments to the Articles
which, if approved, will be effective from the TASE Listing (but it
is noted that the Company does not intend to issue any additional
shares on a non-pre-emptive basis in the period between TASE
Listing and AIM Cancellation);
(d) the Company will no longer be subject to the AIM Rules and,
accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules. In particular:
(i) to comply with any of the corporate governance practices
applicable to AIM companies to the extent not otherwise mandated by
Israeli law or the rules and regulations of the Tel Aviv Stock
Exchange; and
(ii) the Company will no longer be required to retain a
nominated adviser and, as a result, Stifel will cease to be the
nominated adviser and sole broker to the Company; and
(e) the AIM Cancellation may have either positive or negative
taxation consequences for Shareholders and Depository Interest
Holders (Shareholders or Depository Interest Holders who are in any
doubt about their tax position should consult their own
professional independent adviser immediately).
3.4 In addition, while Israeli law and the rules and regulations
of the Tel Aviv Stock Exchange will require the Company to make
public announcements of material events, and announce and approve
interim and final results, substantial transactions and related
party transactions, such announcements will be made in Hebrew and
in accordance with the disclosure and approval requirements of
Israeli law.
3.5 In accordance with the Companies Law, the Company will
retain an appropriate number of independent non-executive directors
on its Board following the AIM Cancellation and continue to follow
corporate governance practices customary for an Israeli company
listed on the Tel Aviv Stock Exchange, including maintaining at
least two statutory external directors on its Board as well as an
audit committee, each of which shall be comprised solely of
statutory external directors and other independent directors.
3.6 The FIMI Relationship Agreement and the HaChoshlim
Relationship Agreement and the protections afforded by those
agreements, including that all transactions between the Company and
FIMI or HaChoshlim will be conducted at arm's length and on
commercial terms, will cease to be effective from the AIM
Cancellation. However, it is noted that, even after the FIMI
Relationship Agreement and the HaChoshlim Relationship Agreement
cease to be effective, any transaction between the Company and
either FIMI or HaChoshlim, who are deemed to be controlling
shareholders of the Company under the Companies Law, would require
the approval of both the Audit Committee and the Board and, in the
event of an extraordinary transaction (as such term is defined in
the Companies Law), the majority of the Company's Shareholders.
3.7 The Company intends to continue to maintain the Company's
website (www.amiad.com) in English and to post updates on that
website from time to time, although Shareholders should be aware
that there will be no obligation on the Company to include the
information required under AIM Rule 26 or to update the website as
required by the AIM Rules.
3.8 The Company will remain registered with the Israeli
Registrar of Companies in accordance with and subject to the
Companies Law, notwithstanding the AIM Cancellation. Shareholders
should also note that the Takeover Code does not apply to the
Company.
3.9 Following the AIM Cancellation, the Depository Interest
structure will be cancelled and it will not be possible to hold
Depository Interests in CREST. Shareholders will also no longer be
able to hold their Ordinary Shares in physical certificated form
following completion of the TASE Listing. Further details are set
out in paragraph 5 (Dealing in Shares following the TASE Listing
and AIM Cancellation) below on the process for dealing in the
Ordinary Shares following the TASE Listing and the AIM
Cancellation.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the TASE Listing and the AIM Cancellation upon them.
4 PROCESS FOR CANCELLATION
4.1 Under the AIM Rules, it is a requirement that the AIM
Cancellation must be approved by not less than 75 per cent of votes
cast by Shareholders at an Extraordinary General Meeting.
Accordingly, the Notice of Extraordinary General Meeting set out at
the end of this document contains a resolution to approve the AIM
Cancellation.
4.2 Furthermore, Rule 41 of the AIM Rules requires any AIM
company that wishes the London Stock Exchange to cancel the
admission of its shares to trading on AIM to notify shareholders
and to separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with Rule 41 of the AIM Rules, once the exact date for
the AIM Cancellation is confirmed, the Directors will notify the
London Stock Exchange of the Company's intention to cancel the
Company's admission of the Ordinary Shares to trading on AIM. The
Company will keep the market appraised of developments with the
application process with the Tel Aviv Stock Exchange and the
intended date for the AIM Cancellation. If the AIM Cancellation is
approved, Stifel will cease to be nominated adviser and the sole
broker of the Company and the Company will no longer be required to
comply with the AIM Rules.
5 DEALING IN SHARES FOLLOWING THE TASE LISTING AND AIM CANCELLATION
5.1 Following the TASE Listing and the AIM Cancellation, all
Shareholders will retain their existing shareholding.
5.2 With effect from the AIM Cancellation, the appointment of
Link Group as the Depository in respect of the Depository Interests
shall be terminated and, from close of business on the date of the
AIM Cancellation, the Depository Interests will cease to be
eligible to settle in CREST.
5.3 Under Israeli law and the Tel Aviv Stock Exchange rules,
once listed on the Tel Aviv Stock Exchange, the Company will be
unable to provide share certificates or maintain a share register
outside of Israel. Accordingly, Shareholders and Depository
Interest Holders are strongly encouraged to transfer their holdings
to a bank or broker who is or has an Israeli affiliate or
correspondent broker and which, in either case, is a member of the
Tel Aviv Stock Exchange or is able to make arrangements with the
Israeli nominee of such a member (an "Israeli Representative") no
later than five Business Days (whether in London or Tel Aviv)
before the date of the AIM Cancellation. To the extent that
Shareholders do not transfer their holdings to an Israeli
Representative by no later than five Business Days before the date
of the AIM Cancellation, all share certificates will be cancelled
and electronic shares will be issued in place of them to an Israeli
nominee appointed by the Company (the "Appointed Nominee") who will
hold the Ordinary Shares on behalf of such Shareholder until such
time as the relevant Shareholder transfers their holding to an
Israeli Representative in the manner specified above.
5.4 Following the AIM Cancellation, Shareholders will be unable
to trade their Ordinary Shares unless and until they transfer their
holdings to an Israeli Representative in the manner specified
above.
5.5 If a Shareholder's Ordinary Shares are held by the Appointed
Nominee and they wishes to vote those Ordinary Shares, receive
dividends in respect of those Ordinary Shares or transfer those
Ordinary Shares from the Appointed Nominee to an Israeli
Representative, Shareholders will need to contact the Company and
the Appointed Nominee and provide them with evidence of their
identity which, for an individual will be a copy of their identity
card or passport and, in the case of a company or other corporate
entity, a certification of incorporation along with any other
document required by the Company and the Appointed Nominee for that
purpose.
6 ADOPTION OF NEW ARTICLES
6.1 The Company is proposing, pursuant to Resolution 2 and
conditional upon the TASE Listing, to adopt the New Articles. The
New Articles will be in Hebrew and reflect the corporate governance
practices and requirements for an Israeli company with a listing on
the Tel Aviv Stock Exchange. The principal differences between the
current articles of association and the New Articles are summarised
as follows:
(a) the removal of the par value of the Ordinary Shares in the
Company's authorised share capital so that the Ordinary Shares of
the Company will be without par value;
(b) the removal of shareholder pre-emption rights;
(c) the removal of the requirement that shareholder meetings be held in the UK;
(d) the removal of shareholder notification requirements
included for the purposes of the AIM Rules;
(e) the removal of provisions in relation to Depository Interests; and
(f) the updating of the provisions relating to the directors'
and officers' indemnification and insurance.
6.2 It is noted that, even though the New Articles will not
include shareholder pre-emption rights, to the extent that the New
Articles are approved and come into effect upon the TASE Listing,
the Company does not intend to issue any additional shares on a
non-pre-emptive basis between the TASE Listing and the AIM
Cancellation.
6.3 A copy of the New Articles (together with an English
translation) will be produced at the Extraordinary General Meeting
but, in the meantime, can be accessed via the Company's website:
https://amiad.com/investor-relations/. It should be emphasised
that, if Resolution 2 is passed at the Extraordinary General
Meeting, the New Articles will only become effective upon the TASE
Listing occurring.
7 ADOPTION OF NEW REMUNERATION POLICY FOR DIRECTORS AND EXECUTIVES
7.1 The Company is proposing, pursuant to Resolution 3, to adopt
the New Remuneration Policy to reflect the Company's current view
on the appropriate remuneration and incentives for its
officeholders.
7.2 Pursuant to the Companies Law, all public Israeli companies
are required to adopt a written remuneration policy for their
executives and directors, which addresses certain items prescribed
by the Companies Law. The adoption, amendment and restatement of
the policy is to be recommended by the Company's remuneration
committee and approved by the Board and Shareholders every three
years. The Company's current policy was adopted on 17 August 2016
and reapproved on 12 December 2019.
7.3 In connection with the proposed TASE Listing, the Company's
remuneration committee and the Board have each recommended and
approved the adoption of the New Remuneration Policy, which
reflects updated corporate governance practices and requirements
for an Israeli public company.
7.4 A copy of the New Remuneration Policy (together with an
English translation) will be produced at the Extraordinary General
Meeting but, in the meantime, can be accessed via the Company's
website: https://amiad.com/investor-relations/. It should be
emphasised that, if Resolution 2 is passed at the Extraordinary
General Meeting, the New Remuneration Policy will become effective
upon the resolution being passed.
8 ADOPTION OF AMMENTS TO THE DIRECTORS' AND THE CEO'S
INDEMNIFICATION AND EXEMPTION AGREEMENTS
8.1 The Company is proposing, pursuant to Resolution 4 and
Resolution 5, but conditional upon the TASE Listing occurring, to
enter into amended indemnification and exemption agreements with
each of the Directors and the CEO.
8.2 Pursuant to the Companies Law, the adoption of or amendment
to the directors' or the chief executive officer's remuneration
terms, which include (under the Companies Law) the terms of any
indemnification and exemption undertaking, requires the approval of
the Company's remuneration committee, its board of directors and
its shareholders. In addition to this, if any of the remuneration
terms being adopted or amended relate to the chief executive
officer or any of the directors affiliated with a controlling
shareholder (as such term is defined in the Companies Law), the
relevant shareholder resolution is required to be approved by a
special majority of the Company's shareholders, the details of
which are included in paragraph 9.4 below.
8.3 As each of Lilach Asher Topilsky and Ishay Davidi are
affiliated with FIMI and Oded Rosen is affiliated with HaChoshlim,
the entry into amended indemnification and exemption agreements
with each of these Directors shall, along with the entry into an
amended indemnification and exemption agreement with Dori Ivzori
(as the chief executive officer), require approval by a separate
shareholder resolution, being Resolution 5, which will require
approval by the special majority detailed in paragraph 9.4 below.
The indemnification and exemption agreements with each of these
Directors affiliated with a controlling shareholder will also be
limited to a three-year term in accordance with the Companies
Law.
8.4 The proposed amendments, which are intended to bring these
agreements in line with common practice for an Israeli public
company listed on the Tel Aviv Stock Exchange, provide the
Directors and the CEO with indemnification in connection with
certain administrative actions that may be commenced by the ISA,
subject to the limitations and terms prescribed by Israeli law.
8.5 Copies of the updated Directors' and CEO's indemnification
and exemption agreements will be produced at the Extraordinary
General Meeting but, in the meantime, can be accessed via the
Company's website: https://amiad.com/investor-relations/. It should
be emphasised that, if both Resolution 4 and Resolution 5 are
passed by the requisite majorities at the Extraordinary General
Meeting, the amended indemnification and exemption agreements will
only become effective upon the TASE Listing occurring.
9 EXTRAORDINARY GENERAL MEETING
9.1 You will find set out at the end of this document a notice
convening an Extraordinary General Meeting to be held at 12.30 p.m.
on 29 July 2021 (or as soon thereafter as the annual general
meeting of the Company shall have been concluded, if later) at the
offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5
Laurence Pountney Hill, London EC4R 0BR, United Kingdom, at which
the Resolutions will be proposed. A summary of the Resolutions is
set out below:
(a) Resolution 1 is a resolution to approve the AIM Cancellation
for the purposes of Rule 41 of the AIM Rules and is conditional
upon the TASE Listing and the AIM Cancellation taking place within
three months of the resolution.
(b) Resolution 2 is a resolution to approve the adoption of the
New Articles, which will only become effective upon the TASE
Listing.
(c) Resolution 3 is a resolution to approve the adoption of the
New Remuneration Policy, which will become effective upon the
passing of the resolution.
(d) Resolution 4 is a resolution to approve the entry into
amended indemnification and exemption agreements with each of Yariv
Avisar, Arie Schor, Ran Shahor, Ronit Fein and Avital Refaely,
which will only become effective upon the TASE Listing taking
place.
(e) Resolution 5 is a resolution to approve the entry into
amended indemnification and exemption agreements with each of Dori
Ivzori, Lilach Asher Topilsky, Ishay Davidi and Oded Rosen, which
will only become effective upon the TASE Listing taking place.
9.2 The full text of each of the Resolutions is set out in the
Notice of the Extraordinary General Meeting at the end of this
document.
9.3 Resolution 1 requires a majority of not less than 75 per
cent of the votes cast (by Shareholders present in person or by
proxy) to be in favour of the resolution at the Extraordinary
General Meeting in order to be passed.
9.4 Each of Resolutions 2, 3, 4 and 5 require a simple majority
of the votes cast (by Shareholders present in person or by proxy)
to be in favour of the resolution at the Extraordinary General
Meeting in order to be passed. In addition, both Resolutions 3 and
5 also require either (i) the affirmative vote of the holders of a
majority of the voting rights represented and voting on the
Resolution, in person or by proxy, who are not controlling
shareholders of the Company or shareholders who have a personal
interest (as each such term is defined in the Companies Law) in
such Resolution or (ii) the total Ordinary Shares of
non-controlling shareholders and non-interested shareholders voting
against such Resolution must not represent more than two per cent
of the issued Ordinary Shares. For this purpose, you are asked to
indicate on the Form of Proxy whether you are a controlling
shareholder or have a personal interest in Resolution 3 and/or
Resolution 5.
10 ACTION TO BE TAKEN
The action to be taken in respect of the Extraordinary General
Meeting depends on whether you hold your Ordinary Shares in
certificated form or as Depository Interests.
10.1 Certificated Shareholders
10.1.1 A Form of Proxy for use by Shareholders at the
Extraordinary General Meeting or at any adjournment of it is
enclosed. Due to the limitations on attendance at the Extraordinary
General Meeting, as set out in more detail in the "Important
Meeting Information" section above, Shareholders are urged to
complete and return the Form of Proxy (in accordance with the
instructions set out in that document) to the Company's registrar,
Link Group, at PXS1, 10th Floor, Central Square, 29 Wellington
Square, Leeds, LS1 4DL, United Kingdom as soon as possible and in
any event so as to be received by the Company's registrar by no
later than 12.30 p.m. (UK time) on 27 July 2021 or forty-eight (48)
hours before any adjourned meeting. Shareholders can also vote by
completing and submitting a Form of Proxy online through the
Company's registrar's share portal at www.signalshares.com.
10.1.2 Shareholders should appoint the Chairman of the
Extraordinary General Meeting as their proxy. If a Shareholder
appoints someone else as their proxy, unless circumstances change,
that proxy will not be able to attend the Extraordinary General
Meeting in person or cast the Shareholder's vote.
10.2 Depository Interest Holders
10.2.1 Depository Interest Holders are requested to appoint, and
give instruction to, the Depository through the CREST electronic
proxy appointment service in accordance with the procedures
described in the CREST Manual. In order for a proxy appointment
made by means of CREST to be valid, the appropriate CREST message
must be properly authenticated in accordance with Euroclear UK
& Ireland Limited's specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message must be transmitted so as to be received
by the Company's registrar, Link Group (ID RA10), no later than
12.30 p.m. (UK time) on 26 July 2021 or seventy-two (72) hours
before any adjourned meeting. For this purpose, the time of receipt
will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which
the issuer's agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST.
10.2.2 Depository Interest Holders cannot vote in person at the
Extraordinary General Meeting. Depository Interest Holders are
therefore requested to appoint and instruct the Depository to vote
on their behalf through CREST as soon as possible and in any event
by the times and dates stated above.
11 RECOMMATION
The Directors consider that the AIM Cancellation and the TASE
Listing are both in the best interests of the Company and its
Shareholders as a whole and therefore unanimously recommend that
you vote in favour of each of the Resolutions, as they intend to do
in respect of their own beneficial holdings.
Yours sincerely
Yariv Avisar
Non-Executive Chairman
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