Notice of AGM and EGM and Posting of circular

RNS Number : 8801V

MTI Wireless Edge Limited

20 January 2012

 



20 January 2012

MTI Wireless Edge Ltd

("MTI" or the "Company")

Notice of AGM and EGM

Posting of circular

The board of MTI (the "Board") announces that the Company's AGM will be held at 2.00 pm (London time) on Friday, 2 March 2012 at the offices of Allenby Capital Limited, 32 Davies Street, London W1K 4ND.

In addition the Board announces that an EGM will also be held at the same time and location for the purpose of  seeking shareholders' approval to:

(i)         make certain amendments to the management services agreement entered into on 7 March 2006 between the Company and Mokirei Aya Management (2003) Ltd (the "Management Company") for the provision of certain management services by the Management Company to the Company (the "Management Services Agreement") following certain amendments to Israeli companies law (the "First Proposal");

(ii)        issue deeds of indemnification to the officeholders and members of the Board (the "Second Proposal"); and

(iii)       re-appoint the external directors, namely Mr. Stewart Millman and Ms. Hanna (Hani) Lerman (the "External Directors"), each for an additional term of 3 years,

(together the "Proposals").

Background

Amendment of the Management Services Agreement

Pursuant to an amendment to Section 275 to the Israeli Companies Law 1999 ("Section 275"), any service agreement proposed to be entered into between a company and its controlling shareholders requires the prior approval of that company's board of directors, audit committee and general meeting, every 3 years.

The Company is a subsidiary of MTI Computers & Software Services (1982) Ltd ("MTI Computers") and the Management Company is a wholly owned subsidiary of Mokirei Aya Ltd., which is the controlling shareholder of MTI Computers, as a result of which, Section 275 applies to the Management Services Agreement.

As a result of the above amendment, the term of the Management Services Agreement will expire on 15 February 2012 (the "Effective Date"), and the Company (following receipt of approvals from the Audit Committee and the Board of Directors of the Company) wishes to renew the Management Services Agreement for a period of 3 years, and for such to be amended as follows:

(a)  that as of the Effective Date, the consideration for the services provided by the Management Company will be increased to NIS 70,000 per month (approximately £12,000) instead of NIS 58,600 per month (approximately £10,000) as is currently stated at clause 5.1 of the Management Services Agreement (and as linked to the Israeli consumer price index); and

(b)  the term of the Management Services Agreement will be renewed for a period of 3 years from the Effective Date (not successive periods of 2 years as is currently stated at clause 8.1 of the Management Services Agreement), in line with the amendment to Section 275 of Israeli Companies Law 1999. Upon the expiration of such 3 year term (15 February 2015), the Management Services Agreement will expire.

Other than as described above, the terms and conditions of the Management Services Agreement shall remain unchanged.

It should be noted that both the Company and the Management Company are Israeli companies and subject to the provisions of the Israeli Companies Law 1999.

Deeds of Indemnification

The Company wishes to execute deeds of indemnification with each of its office holders and member of the Board pursuant to the articles of association of the Company, whereby the Company will indemnify the applicable officer holder or director against any liability or expense imposed upon it or incurred by it in consequence of any action or actions taken by it within the framework of his/her position, all in accordance with the terms and conditions of the deeds of indemnification.

The aggregate amount of the indemnity set forth in the deeds of indemnification will not exceed an amount of US$ 4,000,000 (the "Maximum Amount"). This Maximum Amount applies to any officer individually and to all officers jointly, per indemnified event and cumulatively.

The Maximum Amount shall apply only in excess of the amount paid (if and to the extent that it is paid) within the framework of an insurance policy or an indemnification by any entity other than the Company.

Re-Appointment of External Directors

As explained in the Company's Admission Document, under Israeli Companies Law 1999, two "External Directors" shall hold office in a public company. An External Director is an individual who himself, or whose relative, partner, employer or a corporation in which he has control, has a no connection with the company or with a holder of control of the company, or to another corporate controlled by the controlling shareholder of the company. on the date of appointment or during the two years preceding the date of appointment.

Following receipt of the recommendation of the Board, the Company wishes to re-appoint the External Directors  each for an additional term of 3 years.

Related party transactions

As at the date of this announcement the Management Company is a wholly owned subsidiary of Mokirei Aya Ltd. which is the controlling shareholder of MTI Computers which holds 27,031,897 Ordinary Shares, representing approximately 52.4 per cent. of the issued share capital of the Company. Zvi Borovitz and Moshe (Moni) Borovitz, both directors of the Company, each have an interest in 25 per cent. of the share capital of Mokirei Aya Ltd. which controls 40.6 per cent. of the issued share capital of MTI Computers. Accordingly, the matters contemplated by the First Proposal (i.e. the amendment of the Management Services Agreement) are classified as a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

In addition, since the deeds of indemnification are being entered into with the directors of the Company, the matters contemplated by the Second Proposal (i.e. the deeds of indemnification) are classified as a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

The Company's directors (other than Zvi Borovitz and Moshe (Moni) Borovitz), having consulted with the Company's nominated adviser, Allenby Capital Limited, consider that the terms of the First Proposal are fair and reasonable insofar as the Company's shareholders are concerned.

The Company's nominated adviser, Allenby Capital Limited, considers that the terms of the Second Proposal are fair and reasonable insofar as the Company's shareholders are concerned.

Posting of circular

A circular containing the background to the Proposals and Notice of the AGM and EGM has been posted to shareholders and will shortly be available on the Company's website at the following address, http://www.mtiwe.com/, in accordance with AIM Rule 20.

For further information please contact:

MTI Wireless Edge

Dov Feiner, CEO                                                                      http://www.mtiwe.com/

Moni Borovitz, Financial Director                                               [phone]

Allenby Capital Limited

Nick Naylor

Alex Price                                                                                [phone]

Threadneedle Communications

Graham Herring

Josh Royston                                                                             [phone]

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.

 

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