Completion and Receipt of Debt Settlement
RNS Number : 6953V
Shefa Gems Ltd
11 August 2020
B"H
11 August 2020
Shefa Gems Ltd.
("Shefa Gems" or the "Company")
Completion and Receipt of Debt Settlement
Shefa Gems (LSE: SEFA), a company focused on advanced exploration and development of multi-gemstone projects in Northern Israel, is pleased to announce that it has received NIS 330,000 (approx. US$100,000) in cash and 313,000 shares in its major shareholder, 'Shefa Yamim Ltd.' ("TopCo"), at a share value of NIS 6 on the day of the settlement (approx. US$550,000) together in settlement of debts owed to the Company in accordance with its financial statements published on 30 April 2020. The settlement reflects the full value of the original debt of NIS 2,200,000 (approx. US$650,000). Following the settlement, Shefa Gems will hold approximately 2.9% of the issued capital of TopCo.
This settlement and its completion are in fulfilment of a court order sanctioned by the Tel Aviv District Court, as part of a capital reorganization of TopCo to create an investment vehicle mainly engaged in the FinTech sector.
Amongst further details of this settlement, Shefa Gems has agreed not to dispose of its shares in TopCo on the market for a period of 6 months from 20 July 2020. The Company may, at its discretion, sell the shares at any stage through a bilateral transaction. The Company will decide how to proceed according to the performance of TopCo's shares in the market and the financial needs of Shefa Gems.
TopCo currently holds 68,004,420 shares in Shefa Gems, representing approximately 33.8% of its issued share capital. As previously announced, and as part of TopCo's capital reorganization, provision has been made for all shareholders of TopCo (who held shares on 26 July 2020 ("the record date"), to elect to exchange 10% of their shareholding in TopCo into existing shares held by TopCo in Shefa Gems (in the amount depending on the percentage they held in TopCo on the record date). This election has been made available to them by the Tel Aviv District Court until 26 July 2021. To the extent that TopCo shareholders elect to exchange their TopCo shares for shares in Shefa Gems, this will reduce the shareholding by TopCo in Shefa Gems. This process will not result in the issue of any new shares by Shefa Gems.
Commenting on the completion and receipt, Tali Shalem, CEO of Shefa said;
"Shefa Gems very much welcomes completion of this debt settlement and the resulting simplification of the capital structure of the Company. We also look forward to welcoming to the share register, those TopCo shareholders who choose to receive Shefa Gems shares. This process is expected to increase the liquidity in share trading in the Company.
The receipt of cash and shares is another step along a new path determined by the Board that is designed to enable Shefa Gems to expand its exploration, development, production and marketing activities without recourse to further equity issue."
This settlement was facilitated by Yosef Taub, a director of the Company, who is also a director in TopCo and currently holds shares amounting to approximately 5.13% in TopCo. The settlement was approved by the court after the terms have been reviewed by Shefa's other directors and found to be fair and reasonable insofar as shareholders are concerned.
Enquiries
| Shefa Gems Ltd | |
| Michael Rosenberg, OBE - Chairman Tali Shalem - Chief Executive Officer www.shefayamim.com | +44 7785 727595 +972 50 447 5770 |
| VSA Capital Limited - Financial Adviser | |
| Andrew Raca | +44 20 3005 5000 |
| SI Capital Limited - Brokerand Strategic Adviser | |
| Nick Emerson and Jon Levinson | +44 20 3871 4038 / +44 1483 413500 |