REG - MTI Wireless Edge - Result of EGM

MTI Wireless EdgeAnnouncement

18/07/2018 13:30

RNS Number : 0557V
MTI Wireless Edge Limited
18 July 2018
 


 
18 July 2018
 
MTI Wireless Edge Ltd
("MTI" or the "Company")
 
RESULT OF EGM
MTI Wireless Edge Ltd (AIM: MWE), a market leader in the manufacture of flat panel antennas for fixed wireless broadband and a wireless irrigation solutions provider, announces that the resolution to approve the proposed merger (the "Merger") between the Company and MTI Computers & Software Services (1982) Ltd ("MTIC") that was put to shareholders at the extraordinary general meeting of the Company held earlier today has been passed, via the required special majorities voting.
The Company also announces that the shareholders of MTIC have also approved the Merger at a separate shareholder meeting held earlier today.
Following today's approvals of the Merger, the completion of the Merger pursuant to the terms of the Merger Agreement remains contingent upon the fulfilment of the following conditions precedent ("Conditions Precedent") by 30 August 2018, unless such date is extended by the merging companies, explicitly and in writing:
·    MTIC and the Company obtaining a pre-ruling from the Israeli tax authorities with respect to the tax implications for them and for their respective shareholders as a result of the Merger, and, in so doing, obtaining a tax exemption with respect to the Merger and the deferment of a tax event for the shareholders of each of MTIC and the Company as a result of the Merger, until the realisation of their holdings in the Company.
 
·    Obtaining the certification of the court for the Merger in the framework of the Scheme of Arrangement, and, consequently, obtaining the Court Order.
 
·    On the date of completion, no court order that prohibits the implementation of the Merger will be pending.
Further announcements in respect of the fulfilment of the Conditions Precedent will be made as appropriate.
 
Following the fulfilment of the Conditions Precedent, 31,600,436 ordinary shares of nominal value NIS 0.01 each in the capital of the Company (the "Allotted Shares") are to be issued to the MTIC Shareholders as part of the consideration for the Merger.  In addition, the 29,510,716 ordinary shares of nominal value NIS 0.01 each in the capital of the Company currently held by MTIC will be transferred to all of the MTIC Shareholders. In due course, the Company intends to make an announcement in respect of an application for the Allotted Shares to be admitted to trading on AIM. 
 
Further details regarding the Merger are set out in the Company's circular to shareholders dated 12 June 2018 (the "Circular"). The Circular is available on the Company's website at the following address, www.mtiwe.com.  Additional information and documents, which may be read in conjunction with the Circular, are also available at the following location on the Company's website http://www.mtiwe.com/?CategoryID=377&ArticleID=199 
 
For further information please contact:



MTI Wireless Edge Ltd
Dov Feiner, CEO
Moni Borovitz, Financial Director
 


http://www.mtiwe.com/
+972 3 900 8900




Nomad and Joint Broker
Allenby Capital Limited
Nick Naylor
Alex Brearley
 


+44 20 3328 5656
 




Joint Broker

Peterhouse Corporate Finance Limited
Lucy Williams
Eran Zucker
 


+44 20 7469 0930



About MTI Wireless Edge
MTI is engaged in the development, production and marketing of high quality, low cost, flat panel antennas for commercial and for military applications. Commercial applications include: WiMAX; wireless networking; RFID readers; and broadband wireless access. With over 40 years' experience  MTI supplies 100KHz to 90GHz antennas (including directional antennas and omni directional) for outdoor and indoor deployments, including smart antennas for WiMAX, Wi-Fi, public safety, RFID and  base stations and terminals. For the utility market. Military applications includes a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.
 
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola IRRInet state of the art control, monitoring and communication technologies. Mottech, headquartered in Israel, is the global prime distributor of Motorola for the IRRInet remote control solutions serving its customers worldwide through its subsidiaries and a global network of local distributers and representatives. It utilizes over 25 years of experience in providing its customers with remote control and management systems which ensure constant, reliable and accurate water usage, while reducing operational costs and maintenance costly expenses. Mottech activities are focused in the market segments of agriculture, water distribution, municipal and commercial landscape and wastewater and storm water reuse.




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