Further re Immediate Report
07 Aprile 2008 - 11:24AM
UK Regulatory
RNS Number:7322R
Atia Group Limited
07 April 2008
Translation from the Hebrew Original
ATIA GROUP LTD
Reg. No. 520040486
The Corporation's Securities are listed for trading on the Tel Aviv Stock
Exchange
Abridged Name: ATIA GROUP
Yaffo Street 157, AMOT Building
Haifa 35251, Israel
Tel: 04-8538835 Fax: 04-8527785
Email: Danny@atiagroup.com
Website: www.atiagroup.com
Transmission date: 27/03/2008
Ref: 087228-01-2008
Israel Securities Authority The Tel Aviv Stock Exchange Ltd.
www.isa.gov.il www.tase.co.il
Immediate Report
Nature of Event: Provision of Credit from Holder of Control - Clarification
Further to the Immediate Report of 27/03/2008 concerning the provision of
non-interest-bearing credit to the Company, by Mr. Shalom Atia, Holder of
Control in the Company (Ref. No. 087228-010-2008), the Company wishes to clarify
as follows:
(1) The provision of credit to the Company by Mr. Atia ("The Transaction") is a
transaction between a public company and a holder of control therein, and as
such it requires the approval of the Company's Audit Committee.
(2) On 26 March, 2006, Mr. Meir Matana, who served as an outside director in the
Company, rendered his resignation. In this matter see Immediate Report of 26/03/
2008 (Ref. No. 085080-01-2008). After Mr. Matana's resignation there is only one
outside director on the Company's Board of Directors. Hence, pursuant to the
provisions of section 279 of the Companies Law, the Audit Committee cannot issue
the approval required for the transaction.
(3) The Company intends to convene as soon as possible a General Meeting of the
Company's Shareholders. Its agenda will include the appointment of a new outside
director to the Company's Board of Directors. After the appointment of the
outside director, as aforesaid, the Company intends to bring the transaction to
the Audit Committee for its approval, and after that for another approval by the
Company's Board of Directors.
(4) The credit according to the transaction (in the amount of 1.2 million euro)
was already provided to the Company. In the event that the transaction is not
approved, the Company will return the credit to the Holder of Control.
The time when the Corporation first learned about the event: 27/03/2008 at 14:
00.
Previous names of the Reporting Entity: Kidron Industrial Holding Ltd.,
Technoplast Industries Ltd.
Date of updating the Form: 14/02/2008
Name of electronic reporter: Lavron Gil; Name of employing company: Position:
External Legal Advisor -24 Sa'adia Gaon, 67135 Tel Aviv, Tel: 03-5616224, Fax:
03-5616225, Email: gil@csglaw.co.il
Translation from the Hebrew Original
ATIA GROUP LTD
Reg. No. 520040486
The Corporation's Securities are listed for trading on the Tel Aviv Stock
Exchange
Abridged Name: ATIA GROUP
Yaffo Street 157, AMOT Building
Haifa 35251, Israel
Tel: 04-8538835 Fax: 04-8527785
Email: Danny@atiagroup.com
Website: www.atiagroup.com
Transmission date: 27/03/2008
Ref: 086613-01-2008
Israel Securities Authority The Tel Aviv Stock Exchange Ltd.
www.isa.gov.il www.tase.co.il
Immediate Report on a Transaction with a Holder of Control or with a Director
That does not Require Approval of the General Meeting
Regulation 37a(5) of the Securities Regulations (Periodic and Immediate
Reports), 2006
1. This Report is submitted in respect of the approval of a transaction,
pursuant to Regulation 1 of the Companies Regulations (Relaxation in
Transactions with Interested Parties), 2000.
2. The date of approval of the transaction by the board of directors: 26/03/
2008.
3. Summary of the highlights of the transaction and summary of the grounds
for the decision by the Board of Directors and the Audit Committee for approval
of the transaction.
Mr. Shalom Atia, a Holder of Control in the Company, will provide credit
to Sitnica d.o.o, a subsidiary of the Company ("Sitnica"), in the amount of up
to 1.2 million Euros, as a bridging loan. The bridging loan will be denominated
in Euro and will not bear any interest whatsoever. The loan will be repaid at
the demand of Mr. Shalom Atia within 10 days from the date of making such
demand.
The commitment for providing the bridging loan as aforesaid is only for
crediting the Company. Sitnica requires the bridging loan for the purpose of
payment on account of the balance of the consideration for the land in Samovor
to third parties, from whom the land was acquired, in accordance with the terms
of the acquisition agreements. Currently Satanic does not have any liquid
assets, which will enable it to make the payments from its own sources, and it
needs external financing. The financing by means of the bridging loan from the
Holder of Control will be cheaper than any other alternative way of financing,
and does not impose on Sitnica any limitation or obligation, except for the
repayment of the principal of the loan.
4. Highlights of opinion of the Companies Authority: inapplicable.
6. Following is the wording of Regulation 1c of the Companies Regulations
(Relaxations in Transactions with Interested Parties), 2000: (a) the Relaxations
under Regulations 1 - 1b shall not apply to a public company, if one shareholder
or more, holding at least 1% of the issued capital or the voting rights in the
Company voiced his objection to the Relaxation as aforesaid, provided that the
objection was submitted to the Company in writing not later than 14 days from
the day on which the public company submitted a Report, in accordance with the
Securities Law, about the passing of the resolution or from the date that it
submitted an Amending Report to the aforesaid Report. (b) Where an objection was
submitted, as aforesaid in sub-regulation a, the transaction requires approval
in accordance with the provisions of section 273 or 275, as the case may be.
Previous names of the reporting entity: Kieran Industrial Holding Ltd.,
Techno last Industries Ltd.
Date of updating the Form: 14/02/2008
Name of electronic reporter: Larson Gil; Name of employing company: Position:
External Legal Advisor -24 Samaria Gain, 67135 Tel Aviv, Tel: 03-5616224, Fax:
03-5616225, Email: gil@csglaw.co.il
This information is provided by RNS
The company news service from the London Stock Exchange
END
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