REG - MTI Wireless Edge - Notice of GM and proposed grant of options

MTI Wireless EdgeAnnouncement

20/11/2023 08:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231120:nRST9029Ta&default-theme=true

RNS Number : 9029T  MTI Wireless Edge Limited  20 November 2023

 

20 November 2023

MTI Wireless Edge Ltd

("MTI" or the "Group")

 

Notice of shareholder meeting

and

proposed grant of options to the CEO and general manager of the Antenna
division

 

MTI Wireless Edge Ltd. (AIM: MWE), the technology group focused on
comprehensive communication and radio frequency solutions across multiple
sectors, announces that it will be holding an extraordinary general meeting of
the Company's shareholders (the "EGM") at 10.00 a.m. (London time) on 5
January 2024. The EGM will be held at the offices of Allenby Capital Limited,
5 St. Helen's Place, London, EC3A 6AB for the purpose of:

 

1.    approving the grant of 600,000 share options to Mr. Moshe (Moni)
Borovitz, the Company's CEO; and

2.    approving the grant of 100,000 share options to Mr. Dov Feiner, the
general manager of the Company's Antenna division.

 

Both Mr. Borovitz and Mr. Feiner are directors of the Company.

 

Terms of the options

 

In accordance with the Company's remuneration policy, which was announced on
17 January 2022 and approved by shareholders in March 2022, the Company's
remuneration committee and board of directors (the "Board") approved an option
plan for the Company's employees (the "Option Plan").

 

The Option Plan includes the authority to issue 2,000,000 share options (being
2.2% of the Company's issued share capital on fully diluted basis) to
employees and executive directors of the Company.

 

The grant of share options is to be made under the Option Plan with the
following terms:

 

1.    each option can be exercised into one ordinary share of the Company
(the "Ordinary Shares") at a price of 40 pence, being 25% above the Company's
share price at the date preceding this announcement and 17% above the average
share price in the last 30 days; and

2.    the vesting of the options will be: 50% after two years; 25% after
three years; and 25% after four years, with expiration of the options being
six years after issue.

 

The Company's remuneration policy requires that issue of share options to
directors, the Chairman of the Board and controlling shareholders (and their
relatives) requires the approval of shareholders at a general meeting of
shareholders.

 

The Board believe that it is customary for officers in public companies to be
offered an equity component as a part of their total compensation, which is
intended to align the interests of the officers to those of the Company's
shareholders. Further the Board believes that equity remuneration constitutes
an appropriate mechanism to retain senior office holders and provides an
incentive to senior office holders that is properly balanced between short
term and long term considerations, inter alia, by providing for a vesting
period.  The Company's last employee stock option plan was introduced in
2016.

 

In view of the advantages inherent from equity remuneration as stated above,
the Board believes it is for the benefit of the Company, and its shareholders
as a whole, to grant options under the Option Plan.

 

Approval of the option grant to Mr. Borovitz

Pursuant to sections 270 and 275 to the Israeli Companies Law 1999 any
remuneration to a controlling shareholder requires the prior approval of the
remuneration committee, the board of directors, and the approval of
shareholders at a general meeting.

 

As a result of the aforesaid provisions to the Israeli Companies Law 1999, the
Company (following receipt of approvals from the Company's audit committee,
acting as the remuneration committee, and the Board) wishes to grant Mr.
Borovitz 600,000 options, as per the terms of the Option Plan.

 

Related party transactions under Israeli Companies Law 1999

As at the date of this announcement, Mokirey Aya Ltd. is interested in a total
of 26,420,895 Ordinary Shares, which represents 29.86% of the voting rights in
the issued ordinary share capital of the Company. Mokirey Aya Ltd is a company
controlled by members of the Borovitz family (including Zvi Borovitz, Chairman
and Moni Borovitz, director and CEO of the Company). Zvi Borovitz and Moni
Borovitz are also beneficially interested in 1,146,429 and 371,254 Ordinary
Shares respectively, representing 1.30% and 0.42% of the voting rights in the
issued ordinary share capital of the Company.

 

The approval of the proposed grant of share options to Moni Borovitz and Dov
Feiner, as described above, requires the approval of the  Company's
shareholders holding at least a majority of the Company's Ordinary Shares
present, in person or by proxy, and voting on the matter, provided that in the
Case of Moni Borovitz one of the following shall be fulfilled: (i) at least a
majority of the Ordinary Shares of the voting shareholders who are not
controlling shareholders or do not have a personal interest in the approval
(in counting the total votes of such shareholders, abstentions shall not be
taken into account); or (ii) the total number of votes against the proposal
among the shareholders mentioned in paragraph (i) does not exceed two percent
(2%) of the aggregate voting power in the Company.

 

Notice to shareholders

The notice of the EGM is being posted to shareholders and will shortly be
available on the Company's website at the following address,
www.mtiwirelessedge.com (http://www.mtiwirelessedge.com) , in accordance with
AIM Rule 20.

For further information please contact:

 MTI Wireless Edge Ltd                                          +972 3 900 8900

 Moni Borovitz, CEO                                             http://www.mtiwirelessedge.com (http://www.mtiwirelessedge.com)

 Allenby Capital Limited (Nomad and Joint Broker)               +44 20 3328 5656

 Nick Naylor/Alex Brearley/Piers Shimwell (Corporate Finance)

 Guy McDougall/Amrit Nahal (Sales and Corporate Broking)

 Shore Capital (Joint Broker)                                   +44 20 7408 4090

 Toby Gibbs/Rachel Goldstein (Corporate Advisory)

 Novella (Financial PR)                                         +44 20 3151 7008

 Tim Robertson/Safia Colebrook

About MTI Wireless Edge Ltd. ("MTI")

Headquartered in Israel, MTI is a technology group focused on comprehensive
communication and radio frequency solutions across multiple sectors through
three core divisions:

Antenna division

MTI is internationally recognized as a producer of commercial off-the-Shelf
and custom-developed antenna solutions in a broad frequency range of HF to 170
GHz for commercial, RFID and military applications. MTI continuously invests
in ground breaking technologies, explores new frequencies, and devises
innovative solutions which empower our wireless communication customers with
cutting-edge off-the-shelf and custom-made antennas.

We are at the forefront of technology and innovation, being the first to
introduce Dual Band parabolic antennas, E Band Automatic Beam Steering
antennas, E Band FCC compliant flat antennas, and more.

MTI supplies directional and omnidirectional antennas for outdoor and indoor
deployments, including smart antennas for 5G backhaul, Broadband access,
public safety, RFID, base station and terminals for the utility market.

Military applications include a wide range of broadband, tactical and
specialized communication antennas, antenna systems and DF arrays installed on
numerous airborne, ground and naval, including submarine, platforms worldwide.

Water Control & Management division

Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI provides
high-end remote control and monitoring solutions for water and irrigation
applications based on Motorola's IRRInet state-of-the-art control, monitoring
and communication technologies.

As Motorola's global prime-distributor Mottech serves its customers worldwide
through its international subsidiaries and a global network of local
distributors and representatives. With over 25 years of experience in
providing customers with irrigation remote control and management, Mottech's
solutions ensure constant, reliable and accurate water usage, increase crops
quality and yield while reducing operational and maintenance costs providing
fast ROI while helping sustain the environment. Mottech's activities are
focused in the market segments of agriculture, water distribution, municipal
and commercial landscape as well as wastewater and storm-water reuse.

Distribution & Professional Consulting Services division

Via its subsidiary, MTI Summit Electronics Ltd., MTI offers consulting,
representation and marketing services to foreign companies in the field of RF
and Microwave solutions and applications including engineering services
(including design and integration) in the field of aerostat systems and the
ongoing operation of Platform subsystems, SIGINT, RADAR, communication and
observation systems which is performed by the Company. It also specializes in
the development, manufacture and integration of communication systems and
advanced monitoring and control systems for the Government and defence
industry market.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGEASFNFEKDFFA