Metal-Tech Ltd Dealings by Director and Substantial Shareholder (4635J)
07 August 2012 - 6:31PM
UK Regulatory
TIDMMTT
RNS Number : 4635J
Metal-Tech Ltd
07 August 2012
7 August 2012
Metal-Tech Ltd.
("Metal-Tech" or "the Company")
Dealings by Director and Substantial Shareholder
Metal-Tech, the producer and recycler of specialty metals such
as tungsten and molybdenum, provides information on dealings by a
director and substantial shareholder.
The Company wasinformed yesterday by Hillah Consultants Ltd.
Inc. ("Hillah"), which holds 27,270,000 ordinary shares of the
Company (constituting 71% of the issued and outstanding share
capital of and voting rights in the Company as at today's date),
and its sole shareholder, Mr. Ariel Rosenberg, the Chief Executive
Officer and Chairman of the Board of the Company ("Mr. Rosenberg"),
who additionally holds 3,555,448 ordinary shares of the Company
(constituting 9.3% of the issued and outstanding share capital of
and voting rights in the Company as at today's date), that Hillah
and Mr. Rosenberg (collectively, the "Sellers") yesterday entered
into a share sale agreement (the "Sale Agreement") with Iscar Ltd.
("Iscar"), a multinational producer of tungsten cutting tools for
metalworking.
The Company has been informed by the Sellers that they intend to
sell to Iscar an aggregate of 19,572,231 ordinary shares of the
Company (the "Sale Shares"), representing 51% of the Company's
share capital on a fully diluted basis as at today's date, for an
aggregate purchase price of US$10.2m, equating at today's date to
an approximateprice per share of 33.4p at a GBP/USD conversion rate
of 1.56. Of the US$10.2m purchase price, US$3m will be held by
Iscar for a period of 18 months after closing to ensure the
indemnification of Iscar in accordance with the terms of the Sale
Agreement.
The Company has further been informed by the Sellers that the
transaction is subject to the fulfilment of certain conditions,
including the following:
-- The consummation of a tender offer by Hillah for the purchase
all of the Company's issued and outstanding share capital not
already held by the Sellers (save as regards 3,403,430 shares,
constituting 8.9% of the Company's issued and outstanding shares as
at today's date, which Mr. Rosenberg intends to purchase separately
under the Purchase Agreement (as defined below)) or, alternatively,
the cancellation of the admission of the Company's shares from
trading on AIM, a market operated by the London Stock Exchange, if
the tender offer is unsuccessful;
-- The cancellation of all outstanding options to purchase
securities of the Company, which the Sellers intend to effect by
paying the holders of in-the-money options certain consideration
for their agreement that such options be cancelled; and
-- The receipt of certain regulatory approvals.
The Sale Agreement also includes certain put, call, first
refusal, co-sale and bring along rights, as well as an undertaking
by Iscar that, until the earlier of (i) the expiration of 36 months
following the closing under the Sale Agreement and (ii) the
extension of loans by Iscar to the Company in the aggregate amount
of not less than US$25m, Iscar will neither, directly or
indirectly, make any equity investments in the Company nor provide
the Company with any amounts as equity, except with the prior
written consent of the Sellers.
The Sellers have requested that the Company convenes an
Extraordinary General Meeting of shareholders to be held
approximately 40 days after the date of commencement of the tender
offer to consider and vote upon the approval of a resolution to
cancel the admission of the Company's shares from trading on
AIM.
The Sellers have also informed the Company that it is the
current intention of Iscar that Metal-Tech will continue to act as
an independent supplier of tungsten carbides to its current and
future customers.
In addition, the Sellers have notified the Company that they
entered yesterday into an agreement (the "Purchase Agreement") with
Mr. Ran Maimon, a shareholder of the Company, pursuant to which Mr.
Maimon agreed to sell to Mr. Rosenberg 3,403,430 ordinary shares of
the Company held by Mr. Maimon, representing 8.9% of the Company's
issued share capital as at today's date, for an aggregate purchase
price of US$1,723,461, equating at today's date to an approximate
price per share of 32p at a GBP/USD conversion rate of 1.56. The
Company has further been informed by the Sellers that the
consummation of this purchase is subject to the fulfilment of
certain conditions, including the consummation of the closing of
the Sale Agreement.
The Company will provide further details as and when
appropriate.
Enquiries:
Metal-Tech Ltd.
Peter Syme +44 20 7618 9100
Oren Kind +972 542491013
Panmure Gordon +44 20 7459 3600
Fred Walsh
Hannah Woodley, Charles Leigh-Pemberton
Luther Pendragon +44 20 7618 9100
Harry Chathli, Alexis Gore
This information is provided by RNS
The company news service from the London Stock Exchange
END
RDSBKODNFBKKKFK
Metal-tech (LSE:MTT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Metal-tech (LSE:MTT)
Historical Stock Chart
From Jul 2023 to Jul 2024