REG - Ethernity Networks - Result of EGM and other matters

Ethernity NetworksAnnouncement

02/12/2025 09:30

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RNS Number : 8813J  Ethernity Networks Ltd  02 December 2025

2 December 2025

ETHERNITY NETWORKS LIMITED

("Ethernity" or the "Company")

 

Result of EGM, Reclassification of Ordinary Shares and CLN Conversion

 

Total voting rights

 

Ethernity Networks Limited (AIM: ENET.L) (OTCMKTS: ENETF), a leading supplier
of data processing semiconductor technology for networking appliances and PON,
is pleased to confirm that at the Company's Extraordinary General Meeting
("EGM"), held earlier today, all resolutions put to shareholders were duly
passed on a poll. The voting results are set out in Appendix A at the end of
this announcement.

 

Reclassification of Ordinary Shares

Following the passing of the resolutions at the EGM, each existing ordinary
share of NIS 0.001 each ("Existing Ordinary Shares") will be reclassified into
one ordinary share of no par value each ("New Ordinary Shares") with effect
from 5 December 2025 (the "Reclassification").

 

On completion of the Reclassification, the Company's shares will continue to
trade on AIM under the existing depository interest under the current ISIN
IL0011410359 and existing ticker "ENET". The New Ordinary Shares will, in all
material respects, have the same rights (including rights as to voting,
dividends and return of capital) as the Existing Ordinary Shares, save for
their nominal value and there will be the same number of New Ordinary Shares
as Existing Ordinary Shares, being 5,747,790,934. Existing share certificates
should be retained and will remain valid following the Reclassification.

 

Conversion of CLN

As announced by the Company on 6 November 2025, Ethernity conditionally raised
£182,500 by the issue of a convertible loan note ("CLN"). On completion of
the Reclassification, the CLN will automatically convert resulting in the
Company issuing 4,284,037,559 New Ordinary Shares ("CLN Conversion Shares") at
a conversion price of £0.0000426 (0.00426p).

 

Admission

Application will be made for the admission of the 4,284,037,559 CLN Conversion
Shares to trading on AIM ("Admission"). Admission is expected to occur at 8.00
a.m. on or around 5 December 2025.

 

Total Voting Rights

Following Admission, the Company's enlarged issued share capital will comprise
10,031,828,493 New Ordinary Shares. The Company holds no shares in treasury.
This figure may be used by shareholders for the purposes of the FCA's
Disclosure Guidance and Transparency Rules.

 

 

For further information, please contact:

 

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

 Tomer Assis, 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 (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.

 

 

 

 

 

 

 

Appendix A

 

 All resolutions and voting undertaken and counted in terms of Israel Companies
 Law
                                                                                Outcome  Votes          Votes Against  %       %         Votes Withheld

 Resolution                                                                               For                          For     Against
 1.   Approval of Elimination of the Nominal Value of the Company's Ordinary    Passed   290,774,699    54,488,058     84.22%  15.78%    35,300,000
 Shares and Related Amendments to the Articles of Association
 2.   Increasing the Authorised Share Capital of the Company                    Passed   295,338,262     85,224,495    77.61%  22.39%    -
 3.   Disapplication of Pre-emption Rights on Equity issues for Cash            Passed    290,764,061   89,798,696     76.40%  23.60%    -

 

The approval of Resolution 3 requires the affirmative vote of three fourths of
the Ordinary Shares.

It achieved the required majority to be approved.

Total votes cast were 380,562,757 representing 6.62% of the Company's total
issued share capital.

 

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