12 September 2013
MTI Wireless Edge Ltd
("MTI" or the "Company")
Notice of EGM
The board of MTI (the "Board") announces an EGM will be held at 15.00 (London time) on October 23, 2013 at the offices of Allenby Capital Limited, 3 St Helen's Place, London, EC3A 6AB for the purpose of approving a Guaranty Agreement (the "Guaranty Agreement") between the Company and MTI Computers & Software Services (1982) Ltd. ("MTI Computers").
Background
MTI Computers has entered into an agreement with a commercial bank (the "Lender") whereby the Lender has agreed to extend a loan of up to an aggregate amount of US$1,000,000 (the "Loan Amount") and MTI Computers has approached the Company to request that the it provide a guarantee to the Lender for the Loan Amount pursuant to the terms of the Guaranty Agreement. The key terms of the Guaranty Agreement include:
1. The Guarantee
2. Consideration
3. Undertaking of MTI Computers
4. Term and Termination
Related party transactions
As at the date of this announcement, MTI Computers holds 27,031,897 Ordinary Shares, representing approximately 52.4 per cent. of the issued share capital of the Company. Accordingly, the matters contemplated by the Guaranty Agreement are classified as a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.
The Company's directors (with the exception of Zvi Borovitz, Moni Borovitz and Zvi Kanor, who are directors in MTI Computers) having consulted with the Company's nominated adviser, Allenby Capital Limited, consider that the terms of the Guaranty Agreement are fair and reasonable insofar as the Company's shareholders are concerned.
Since listing on AIM the Company has pursued a progressive dividend policy and has paid out $3.8m in dividends. Subject to the availability of sufficient funds and the working capital needs of the Company from time to time, the board intends to continue to pay dividends in line with the Company's existing dividend policy and, as mentioned above, MTI Computers has undertaken to use the proceeds from the receipt of future dividends to repay the bank loan which will reduce the outstanding amount of the Loan Amount prior to the use of any such dividend sum (or part thereof) for any other purpose. The Board anticipates that this will have the effect of reducing any inherent risk to the Company in giving the Guaranty.
Voting requirements
Under Israeli companies law (the "Companies Law") the approval of the Guaranty Agreement requires a resolution to be passed by a special majority vote in favour of it. Under the Companies Law, a resolution concerning an exceptional transaction of a public company with its "controlling shareholder" or with another person in whom the controlling shareholder has a personal interest requires the approval of the company's audit & remuneration committee, its board of directors and its shareholders in general meeting provided that, in the case of the latter approval, either of the following conditions is satisfied:
(a) the majority of votes in favour includes more than 50% of the shares shareholders who have no "personal interest" in the approval of the resolution and who vote on the resolution; or
(b) the total number of shares of shareholders who have no "personal interest" and who vote against the resolution does not exceed 2 per cent. of the issued share capital of the Company.
For further information please contact:
MTI Wireless EdgeDov Feiner, CEOMoni Borovitz, Financial Director |
http://www.mtiwe.com/+972 3 900 8900 |
Allenby Capital LimitedNick NaylorAlex Price |
+44 20 3328 5656 |
Newgate ThreadneedleGraham HerringRobyn McConnachie |
+44 207 653 9850 |
About MTI Wireless Edge
MTI is engaged in the development, production and marketing of High Quality, Low Cost, Flat Panel Antennas for Commercial & for Military applications. Commercial applications such as: WiMAX, Wireless Networking, RFID readers &, Broadband Wireless Access. With over 40 years experience, supplying antennas 100KHz to 90GHz including directional antennas and Omni directional for outdoor and indoor deployments including Smart Antennas for WiMAX, Wi-Fi, Public Safety, RFID and for Base Stations and Terminals - 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.