Update on cash distribution
Adamind Ltd
28 April 2008
28 April 2008
Adamind Ltd
("Adamind" or "the Company")
Update on cash distribution & clarification on ruling by Israeli Tax Authority
Further to the announcement of 10 April 2008, Adamind announces today that it
has commenced distribution of approximately $19.2 million.
Following are the details contained in the letter posted to shareholders:
1. On 25 April 2008, the Company posted to the Shareholders an amount equal to
either 75% or 80% of the respective amounts to which they are entitled under the
cash distribution. Holders of Depository Interests will receive their portion of
the cash distribution through CREST. Cheques will be sent by mail to
shareholders who hold their shares in certificated form. The Company will retain
the withheld amounts. As stated in the Company's announcement of 10 April 2008,
the cash distribution is subject to the maximum capital gains withholding rate
prescribed by Israeli law (being currently 20% with respect to individual
persons holding 10% or less of the Company's share capital and 25% with respect
to all other shareholders). Since many of the Shareholders hold their shares
through nominees and brokers, the Company may be unable to determine which
Shareholders are subject to the 25% withholding and which Shareholders are
subject to the 20% withholding. Where the Company is unable to make such
determination, it will in the first instance withhold 25% of the respective
amounts to which the respective Shareholders are entitled under the cash
distribution.
2. Following discussions with the Israeli Tax Authority and the Company's
advisors, the following principles will apply to the payment of the withheld
amounts to Shareholders:
(I) Residents (both individual persons and entities) of countries that are
signatories to a treaty with Israel for the prevention of double taxation (each
such country, a "Treaty Country") may receive the withheld amounts either:
(i) if they deliver to the Company (A) confirmation of residence from the tax
authorities of the Treaty Country in which they reside and (B) the form of
Declaration for Purposes of Israeli Tax Withholding attached hereto as Exhibit A
(the "Declaration") in which they confirm that (1) they are not Israeli
residents (as set forth in the Declaration) and that (2) they purchased the
shares after the Company's IPO. For the avoidance of doubt the Company has been
advised that any shares purchased as Placing Shares at the time of the Company's
IPO will be classified as purchased after the IPO for these purposes; or
(ii) upon liquidation of the Company, provided that it is consummated by 31 July
2009, if they deliver to the Company, at the time of such liquidation, the
Declaration (but without the need to provide the confirmation referred to in
clause (i)(A) above).
Please also note that, after the payment of $19.2 million, the Company will
continue to hold approximately $4 million (in addition to the amount of $550,000
held in escrow as part of the consideration for the assets sold by the Company
to Mobixell Networks (Israel) Ltd. in April 2007). This remaining cash is being
held as instructed by the Israeli court that approved the cash distribution,
primarily in connection with tax exposures both in Israel and the U.S. and
projected liabilities that the Company expects to incur between now and its
liquidation. The Company is currently engaged in negotiations with the tax
authorities in Israel and in the U.S., and it does not expect such negotiations
to be finalized before the end of 2008. Upon completion of such negotiations,
the Company will update its shareholders as to the net funds available for a
final distribution.
Therefore, in order to receive the withheld amounts from the $19.2 million
distribution prior to the Company's liquidation, the foregoing Shareholders
should send directly to Capita Registrars, at Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom ("Capita"), the
confirmation referred to in clause 2(I)(i)(A) above and the attached
Declaration. Shareholders who hold their shares or depositary interests through
a nominee or broker should return the confirmation or Declaration through the
nominee or broker, who will forward same to Capita. It is recommended that all
confirmations and Declarations be returned as soon as possible and in any event
by no later than 30 June 2008, to ensure that payment is made with the minimum
of delay. The Company currently expects to complete the payment of withheld
amounts to eligible Shareholders by the end of July 2008 to those shareholders
who have provided the necessary confirmations and Declarations by 30 June 2008.
Both the initial funds as well as any withheld amounts that are paid to
Shareholders (who are not holders of Depository Interests) will be distributed
in cheques by mail, and therefore actual receipt of funds may take a few days
after distribution to shareholders through nominees or brokers. Both the initial
funds as well as any withheld amounts that are paid to Shareholders who are
holders of Depository Interests, will be distributed through CREST in accordance
with established CREST procedures.
Note that each Shareholder that holds shares or Depositary Interests through a
broker or nominee must sign the Declaration and provide the tax residency
confirmation themselves. Declarations and/or tax residency confirmations signed
and/or provided by brokers or nominees will not suffice. Nominees and brokers
are requested to provide to Capita, along with the tax confirmations referred to
above, the Declarations of the shareholders whose shares are held through such
nominees and brokers (and which were provided by the shareholders to such
nominees and brokers), together with a list of all the beneficial holders for
which such nominees and brokers are holding the shares. This list shall include
the names of each beneficial owner and the number of shares/depository interests
of such beneficial holder.
(II) Individual persons that are residents of non Treaty Countries will receive
the withheld amounts upon liquidation of the Company, provided that it is
consummated by 31 July 2009, if they deliver to the Company, at the time of such
liquidation, the Declaration.
(III) Israeli shareholders (both individuals and entities) and entities that are
residents of non Treaty Countries cannot receive the withheld amounts unless
they provide to the Company a specific exemption from the Israeli Tax Authority.
3. Upon receipt by the Company of the documents required for the payment to
Shareholders of the withheld amounts as set forth above, the Company will
deliver to such Shareholders the amounts withheld from them (or portions
thereof, as the case may be). However, if the Company's liquidation is not
consummated by 31 July 2009 (subject to extensions that may be approved by the
Israeli Tax Authority), all withheld amounts that remain in the Company's
possession as of 31 July 2009 shall be transferred to the Israeli Tax Authority
and the Company will no longer have any obligation towards the Shareholders with
respect to the payment of any withheld amounts. In addition, if the Company's
liquidation is consummated by 31 July 2009, all withheld amounts with respect to
which Shareholders do not provide to the Company the Declaration (as described
in clauses (i) and (ii) of Section 2 above) and that are in the Company's
possession as of the time of such liquidation shall be transferred to the
Israeli Tax Authority and the Company will no longer have any obligation towards
the Shareholders with respect to the payment of any withheld amounts.
4. The Company acknowledges that Shareholders have previously been provided with
tax status declaration forms, but asks that Shareholders complete the attached
Declaration, pay particular attention to the required documentation listed
therein, and return to Capita the executed Declaration along with the required
documentation listed therein.
5. Any queries concerning the completion of the cash distribution should be made
to Capita Registrars on 0871 664 0321 or, if telephoning from outside the UK, on
+44 20 8639 3399. Calls to the Capita Registrars 0871 664 0321 number are
charged at 10 pence per minute (including VAT) plus any service provider's
network extras. Calls to the Capita Registrars +44 20 8639 3399 number from
outside the UK are charged at applicable international rates. Different charges
may apply to calls made from mobile telephones and calls may be recorded and
monitored randomly for security and training purposes. Capita Registrars cannot
provide advice on the merits of the cash distribution nor give any financial,
legal or tax advice.
The Company remains committed to distribute to the Shareholders the Company's
assets, and looks forward to completing the cash distribution, including the
amounts initially withheld, all in accordance with the foregoing.
Enquiries:
Corfin Communications
Harry Chathli,Neil Thapar +44 20 7977 0020
Landsbanki Securities
Simon Bridges,Cameron Duncan +44 20 7426 9000
This information is provided by RNS
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