REG - Ethernity Networks - Director Change, Option Grants and Notice of EGM

Ethernity NetworksAnnouncement

01/03/2024 07:00

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RNS Number : 0612F  Ethernity Networks Ltd  01 March 2024

01 March 2024

ETHERNITY NETWORKS LIMITED

("Ethernity" or the "Company")

 

Proposed appointment of external directors, proposed option grants and notice
of EGM

 

Ethernity Networks Limited (AIM: ENET.L) (OTCMKTS: ENETF), a leading supplier
of data processing semiconductor technology for networking appliances,
announces the proposed appointment of Aviva Banczewski and Julie Kunstler as
external directors and independent non-executive directors of the Company (the
"Board Appointments"), the proposed grant of options to certain directors of
the Company (the "Option Grants") and provides notice of an extraordinary
general meeting of the Company (the "EGM"), which is being convened, inter
alia, for the purpose of seeking shareholder approval for the Board
Appointments and the Option Grants.

 

Proposed Board Appointments

 

Under Israeli Companies Law, 5759-1999, and the rules and regulations
thereunder (the ''Companies Law''), the Company is required to have at least
two external directors (as defined in the Companies Law) appointed to its
Board of Directors.  On 14 November 2023, the Company announced that Chen
Saft-Feiglin and Zohar Yinon had stepped down as the Company's external
directors following the conclusion of their terms in office and that the
Company would seek to finalise the appointment of new external directors
within three months of conclusion of the temporary suspension of proceedings
("TSP") process.

 

The Company is pleased to announce that, following the conclusion of an
appropriate selection process, the Nomination Committee has identified Aviva
Banczewski and Julie Kunstler as suitable external directors and has
recommended their appointment to the Board of Directors of the Company. The
Board Appointments are subject to the completion of customary due diligence as
required under the AIM Rules for Companies as well as the passing of the
resolutions seeking approval of the Board Appointments at the EGM.

 

Biographies of the proposed external directors

Julie Kunstler has over 30 years' experience in the communications components,
equipment, and software industry, having served as an executive, venture-fund
investor, analyst, and board member. Most recently, Julie held the position of
Chief Analyst - Broadband Access Intelligence Service for Omdia (a division of
Informa Tech), covering the fixed broadband access industry ecosystem. Prior
to joining Omdia, Julie served as VP Business Development for Teknovus, a
venture-backed broadband access PON (Passive Optical Network) chip start-up,
where she assisted with fundraising, corporate strategy, OEM agreements, and
its acquisition by Broadcom.

Aviva Banczewski has over 30 years of varied finance experience including
audit, consulting, regulatory and compliance, business and strategic planning
and acquisition due diligence assignments. She started her career working for
Andersen in both Australia and then Israel for a total of 15 years. Since
then, she has held both finance and investor relations roles in publicly
traded companies, including ICL Group Ltd and Evogene Ltd, which are both
listed on Nasdaq and the Tel Aviv Stock Exchange ("TASE"). She currently acts
as Director of Investor Relations for Pluri, Inc, a Nasdaq and TASE listed
company. Aviva has also been a board member of the Israel Australia Chamber of
Commerce since November 2022.

Proposed Option Grants

 

Following the exit of the TSP process, the Company has resolved to grant
options to certain employees, subcontractors and Directors of the Company
pursuant to the Company Option Plan (ISOP) and in compliance with the
Company's compensation policy, in order to further incentivise the team whilst
conserving cash. In total, 33,200,000 options (the "Options") over new
ordinary shares of NIS 0.001 each ("Ordinary Shares") are to be granted.
15,822,775 Options were granted to certain employees and subcontractors of the
Company. A further 17,377,225 are proposed to be granted to certain directors
of the Company as follows:

 Director                    No. of Options proposed to be granted  Total options over Ordinary Shares held post grant  Percent of issued share capital
 David Levi (CEO)            11,447,309                             11,708,019                                          3.11%
 Shavit Baruch (VP R&D)      4,235,247                              4,495,957                                           1.19%
 Ayala Deutsch (CFO          1,200,000                              1,270,000                                           0.34%
 Yosi Albagli (Chairman)     494,669                                494,669                                             0.13%
 TOTAL                       17,377,225                             17,968,645                                          4.77%

 

The grant of the Options to the executive directors is conditional on the
passing of certain resolutions at the EGM to seek shareholder's approval for
the Option Grants. Once granted, the Options will have an exercise price of
1.5p. The Options will vest over three years in 12 equal portions, with 1/12
of the Options vesting at the end of each quarter following the date of grant.

 

Notice of EGM

 

The Company will shortly post to shareholders a notice of EGM, to be held at
3rd Floor Beit Golan, 1 Golan St. Corner HaNegev, Airport City 7019900, Israel
at 11.00 a.m. Israel time (9.00 a.m. UK time) on 9 April 2024. The purpose of
the EGM is to seek seeking shareholder approval for the Board Appointments and
Option Grants. The EGM also contains a resolution to seek shareholder approval
for an increase in the Company's authority to issue new Ordinary Shares on a
non-pre-emptive basis. A copy of the EGM notice will be made available on the
Company's website, www.ethernitynet.com (http://www.ethernitynet.com) .

 

For further information, please contact:

 

 Ethernity Networks Ltd                                         Tel: +972 3 748 9846
 David Levi, Chief Executive Officer

 Ayala Deutsch, Chief Financial Officer

 Allenby Capital Limited (Nominated Adviser and Joint Broker)   Tel: +44 (0)20 3328 5656
 James Reeve / Piers Shimwell (Corporate Finance)

 Amrit Nahal / Stefano Aquilino (Sales and Corporate Broking)

 CMC Markets UK plc (Joint Broker)                              Tel: +44 (0)20 3003 8632
 Douglas Crippen

 Peterhouse Capital Limited (Joint Broker)                      Tel: +44 (0)20 7562 0930
 Lucy Williams / Duncan Vasey / Eran Zucker

 

 

 

About Ethernity Networks

Ethernity Networks (AIM: ENET.L; OTCMKTS: ENETF) provides innovative,
comprehensive networking and security solutions on programmable hardware,
enhancing telco/cloud network infrastructure capacity. Ethernity's
semiconductor logic offers data processing functionality for various
networking applications, alongside patented wireless access technology and
fiber access media controllers, all equipped with control software boasting a
rich set of networking features. Ethernity's solutions swiftly adapt to
customers' evolving needs, accelerating time-to-market and facilitating the
deployment of 5G over wireless and fiber infrastructure.

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