REG - Shefa Gems Ltd - Update re Dividend in specie

Shefa GemsAnnouncement

22/07/2022 07:00

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RNS Number : 3694T  Shefa Gems Ltd  21 July 2022

21 July 2022

 

Shefa Gems Ltd.

 

("Shefa Gems" or the "Company")

 

Update re Dividend in specie

 

Following the resolution of the general meeting on 9 August 2021, all the
Company's exploration and mining assets have been transferred to the Company's
fully owned (100%) subsidiary Shefa in Israel (G.M.) Ltd. (the "Subsidiary"),
an Israeli private company, with the intention that the Company will
distribute ownership of the Subsidiary from the Company to all of the
Company's existing shareholders via a dividend in specie (the "Subsidiary
Shares").

Each shareholder holding Ordinary Shares in the Company on the Record Date
will receive their proportionate consideration in the Subsidiary Shares in
accordance with their current percentage holding in the Company.  Whilst the
shares in the Subsidiary will be unlisted, the Company will make reasonable
endeavors to enable shareholders wishing to dispose of their holdings to find
suitable purchasers.

The Subsidiary shares will be formally registered in the name of each
shareholder and will be subject to the approval of the Israeli court for the
distribution of non-profit dividends according to section 303 of the Israeli
Companies Law, and the consent of the Israeli tax authorities to consider the
dividend as a non-taxable capital return.

The Company wishes to update that Subsidiary has filed a request with the
Israeli court and the court's resolution, dated 7 July 2022, stated that the
Tax Authority, the Companies Registrar, the Supervisor of Insolvency
Proceedings, and the Israel Securities Authority will respond to the request
within 20 days from the day the request and resolution were submitted. The
court also stated that the Subsidiary will update the court in 40 days.

The Company will continue to update its shareholders regarding any new
substantial development in the matter described above.

 

 

- Ends -

Enquiries

 

 Shefa Gems Ltd
 Alon Shani - Chairman    +972 52 586 8616

 

Notes to Editors

About Shefa Gems Ltd

 

Shefa Gems Ltd (LSE: SEFA) was previously engaged in the exploration and
mining of gemstones in Northern Israel, operating multiple exploration sites
located across the Kishon River catchment area of Haifa and Mt Carmel.
Following a strategic review, it was determined that the Company could no
longer justify the costs of being a listed company, and that any future funds
raised on the basis of exploration activity should be entirely dedicated to
the development of mining activity.  On 1 June 2021, the Company announced an
agreement with the "Shany Group," a consortium of investors led by Mr. Alon
Shany and Ms. Eva Abittan, wherein the Shany Group and other unrelated parties
would pay an amount of approximately GBP 756,000 in return for a subscription
to approximately 85% of the Company's issued share capital.  Additionally,
the Company would transfer all of its exploration and mining assets to its
formerly wholly owned subsidiary, Shefa in Israel (G.M.) Ltd (the
"Subsidiary", a private company registered in Israel), and distribute
ownership of the Subsidiary to all of the Company's existing Shareholders via
a dividend in specie.  The transaction was approved by the Company's
shareholders on 9 August 2021.  The dividend in specie has yet to be
completed and the shares of the Subsidiary are held by a trustee.

 

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