Update on the withdrawal of Espro from PLUS
10/07/2008
IL0010915119
ESPRO INFORMATION TECHNOLOGIES LIMITED ("Espro" or "The Company")
Update on the withdrawal of Espro from PLUS
On 26 June 2008 the Company announced its intention to withdraw from PLUS at the close of business on Monday,
August 4th 2008.
Following the announcement made on 26 June 2008 a number of shareholders have objected and, as a result,
withdrawal is now conditional on the passing of a Special Resolution to be put to the shareholders at an
Extraordinary General Meeting. It remains the intention of the Board to seek the approval of shareholders to
withdraw from PLUS.
The Proposed De-Listing
The Board intends to seek the approval of the Shareholders to the De-listing at the EGM. The De-listing is
(subject to approval) expected to be effective from 4.30 pm (London time) on 4 August 2008.
In accordance with Rules 53 - 55 of the PLUS Rules for Issuers, the Company
notified the PLUS market of the proposed De-Listing and an announcement was released on 26 June 2008 outlining
the intention to withdraw the Ordinary Shares of the Company from the PLUS market.
The Company is committed to keeping shareholders and potential shareholders informed of progress within the
business. De-listing will mean that the Company can no longer make announcements through an Approved
Information Service. However, the Company shall continue to make announcements through its own website.
Espro is confident of the strength of the business and look forward to continuing to inform shareholders and
potential shareholders of our activities through the website.
Strategy following the De-Listing
Assuming the De-Listing, the Directors intend to continue to focus on the
development of the business. The Directors will continue to keep Shareholders informed of the Company's
financial and operational performance.
Transactions in the Ordinary Shares Following the De-Listing
Assuming the De-Listing, there will be no market facility for dealing in the
Company's Ordinary shares; any transaction in shares following the proposed De-listing will be made privately
between a willing buyer and a willing seller on such terms as they may agree. The Company will assist in
transfer of shares between shareholders.
Notice of Extra Ordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of the Company
will be held at the offices of the Company at Kfar Saba Israel at 3pm local time (1pm London time, 8am NY
time)on 4 August 2008 for the purpose of considering and, if thought fit, passing the following special
resolution. The notice and resolutions will be sent to shareholders on Monday 14 July 2008.
Special Resolution
1. Approval of withdrawal of the Company from PLUS Market;
2. Adoption of new Articles of Association, which conform to a private company.
Subject to the adoption of resolution number 1 above by a special resolution, resolution number 2 above shall
be proposed before the General Meeting and shall be deemed adopted if approved by a majority of the voting
shares represented at such meeting in person or by proxy.
The Directors of the Issuer accept responsibility for this announcement.
Contact Details:
Espro Information Technologies Ltd Tel: + 972 9 7634400
Israel Gal, CEO
Nadav Karni, CFO
ESPRO Information Technologies Ltd
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