ATIA Atia Grp

RNS Number:3223J
Atia Group Limited
06 December 2007

                                Atia Group Ltd.

                  (Formerly: Kidron Industrial Holdings Ltd.)





       Re: Immediate Report: Term sheet for Capital Investment Commitment



Atia Group Ltd. (the "Company") announces that it has entered into an a non
binding term sheet with Trafalgar Capital Advisors ("Trafalgar"), an
international investment fund, pursuant to which Trafalgar will commit to invest
in the Company's capital up to US$12,500,000, in return for shares of the
Company. This term sheet is subject the approval of the Company's Board of
Directors,

According the term sheet, Trafalgar will commit to invest up to US$12,500,000 in
the Company's capital, in installments, as required by the Company from time to
time, during a period of 3 years. In return for each amount invested by
Trafalgar, the Company will issue to Trafalgar ordinary shares of the Company at
a price per share equal to 94% of the average price of the Company's shares on
the Stock Exchange during the 5 days succeeding the Company's demand for the
invested amount.

Upon execution of a binding agreement, Trafalgar will grant the Company a loan
in an amount of US$ 500,000, against a pledge of shares by the controlling
shareholders of the Company, for the benefit of Trafalgar. The loan will bear
interest at an annual rate of up to 10.5% and will be repayable within 60 weeks
as of its grant, either in cash or by the way of issuance of shares, as
described above. The repayment of the loan in cash will bear a commission at a
rate of 12.5% out of the loan.

In consideration of its undertaking to invest in the Company, Trafalgar will be
entitled to be issued shares at a value of US$ 1,500,000, which will be issued
within a period of 4 months, based on the market price of the shares.

Trafalgar is a fund registered under the laws of Luxembourg, with offices in
London.

The transaction described in this report is subject the Company's Board of
Directors. The term sheet is not binding and is subject to due diligence by the
Trafalgar, as well as to the execution of a binding investment and loan
agreement, and to all approvals required under Israeli legislation, including
the approval of the issuance of shares to Trafalgar by the Tel Aviv Stock
Exchange. It is hereby clarified, that it is Trafalgar's first transaction of
this kind with a public company which shares are traded on TASE, and to the
Company's best knowledge, Trafalgar has not yet reviewed the influence that
Israeli legal limitations may have on the merits of transactions of this type.





Atia Group Ltd.


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