Metis Capital Ltd.
Metis Capital Ltd.: Principles Document on sale of Japanauto Holdings singed
Metis Capital Ltd. / Disposal/Letter of Intent 03.12.2009 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Tel Aviv/Israel; December 3, 2009 - Metis Capital Ltd. (Prime Standard: EIC; TASE: MTSC) is honored to hereby inform you that a principles document (hereinafter referred to as 'the Principles Document') was drawn up between it and Mr. Gad Zeevi, whose fundamentals shall be set forth below. The Principles Document was signed by Mr. Zeevi and received the approval of the Company's board of directors on December 1st, 2009. The following are the fundamentals of the Principles Document: 1. Mr. Zeevi (through a company under his control) (hereinafter referred to as 'Zeevi') shall acquire from the Company all of its holdings in the company Japanauto Holdings Ltd. (hereinafter referred to as 'Japanauto'), which account for 50% of Japanauto's issued and paid-up capital (hereinafter referred to as 'Japanauto's Shares'), including all loans and rights of any kind or nature that the Company has in Japanauto and its subsidiaries. 2. The consideration for Japanauto's Shares shall be as follows: 2.1 80 million NIS, which shall be paid, as follows, in five installments that shall be linked to the consumer price index: A. 20 million NIS - within 30 days from the date of signing a detailed agreement. B. 20 million NIS - within 90 days thereafter. C. 10 million NIS - within 90 days thereafter. D. 10 million NIS - within 90 days thereafter. E. 20 million NIS on 31/12/2010, and this no earlier than 90 days after effecting the previous payment. 2.2 About 31% of the Company's capital share held by Zeevi (1) (hereinafter referred to as 'Shares of the Company') shall be transferred to the Company. 2.3 The agreement and the consideration give expression to the Zeevi Group's waiver of all claims of any kind or nature against the Metis Capital Company. 3. Upon completion of the transaction and as a result of the transfer of the Shares of the Company, as stated in section 2.2 above, Zeevi shall not be an interested party in the Company. Zeevi warranted that, as far as that may be required, he would realize some of his holdings such that those would fall below 5%, and this within 90 days from the date of signature. 4. The Installments and the Shares of the Company shall be deposited in trust and be transferred to the parties subject to the fulfillment of the provisions of the agreement that shall be signed and pursuant to the terms to be laid down therein. 5. The transaction is subject to the signature of a detailed agreement and the approval of said detailed agreement in the Company's board of directors, as well as subject to the obtainment of all the remaining authorizations required by law, including such authorizations that shall be required for the Company to be able to receive the Shares of the Company from Zeevi (due to the capital reduction that is expected to take place as a result of the transaction). 6. The Company shall give an update on any substantial development on this matter. (1) To the best of the Company's knowledge, in addition to Zeevi's holdings in 874,357 Shares of the Company (through GMV), Zeevi acquired 1,991,861 Shares of the Com-pany from Gmul Investment Company Ltd. (hereinafter referred to as 'Gmul'). In accor-dance with Gmul's reports, the transaction has not yet been completed. For details concerning this transaction, see Gmul's immediate report dated November 26th, 2009 Contact: Metis Capital Ltd. Ilan Engel, CFO Phone: +972-3-537 3000 E-mail: ilan@metis-capital.com Janina Wismar Investor Relations Phone: +49-40-60918650 E-mail: janina.wismar@kirchhoff.de 03.12.2009 Financial News distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Metis Capital Ltd. 30 Hamasger Street 61090 Tel-Aviv Israel Phone: +972 (03) 537-3000 Fax: +972 (03) 537-4000 E-mail: investor@metis-capital.com Internet: www.metis-capital.com ISIN: IL0003570129 WKN: 936734 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, München, Düsseldorf, Stuttgart, Hamburg End of News DGAP News-Service ---------------------------------------------------------------------------
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