EMBLAZE LTD (LSE:BLZ)
("Emblaze" or the "Company")
Herzeliya, Israel, 28 November 2013.
Capitalised terms will have the meanings ascribed to them in the Company's
announcements of 4 November 2013, 11 November 2013, 13 November 2013 and
27 November, as applicable.
Further to the Company's announcement of 27 November 2013 in relation to the
submission of the Revised Proposal and previous announcements in this regard
Newco entered into an agreement with G. Willi-Food International, Ltd., a
public company listed on the NASDAQ Stock Exchange, ("Willi-Food"), according
to which Willi-Food will grant Newco a convertible loan in an aggregate
principle amount of NIS 65,000,000 (the "Convertible Loan").
The Convertible Loan amount was deposited into the Designated Escrow on
28 November 2013.
The main terms and conditions of the Convertible Loan are as follows:
1. The Convertible Loan is a "Bullet Loan" (principle, linkage and interest)
and will be repaid on the earlier of (i) 28 November 2014, and (ii) 6
months from Closing (the "Original RepaymentDate"). The Convertible Loan
will bear an interest rate of 5% per annum calculated on a compound
interest basis and in addition linked to Israeli index from 28 November
2013. Willi-Food will be entitled to demand repayment of the Convertible
Loan as of the Original Repayment Date by providing Newco a 60 days prior
written notice. To the extent that Willi-Food does not provide notice to
Newco to repay the Convertible Loan on the Original Repayment Date, with
effect from the 15th day following the Original Repayment Date until the
Convertible Loan is repaid, any unpaid amount (principle, linkage and
interest accumulated as of the such date) will instead bear interest at a
rate of 1% per month instead.
2. In the event where the Revised Proposal is not approved by the IDB
creditors Court, or in the event where the Revised Proposal's conditions to
Closing are not met, the Convertible Loan will be repaid before the
Original Repayment Date together with all accrued linkage and interest.
3. Willi-Food will be entitled to delay the Original Repayment Date to a date
no later than 3 years from Closing by providing Newco with a written notice
30 day prior to the Original Repayment Date.
4. Willi-Food has the option to convert the Convertible Loan into IDB shares
or IDBD shares held by Newco (as the case may be), in proportion to the
Convertible Loan amount and the principle sum invested by Newco under the
terms of the Revised Proposal on closing (the number of shares to be
transferred to Willi-Food as a consequence being the "ConversionShares"),
subject to the fulfillment of the following accumulative pre-conditions:
(i) the approval of the antitrust authority in relation to Willi-Food's
joining the Consortium; (ii) Willi-Food meeting the requirements of the
proposed Israeli business concentration law (a law proposal for the
promotion of competition and reduction of business concentration in
Israel), in a way that does not impose on IDBD or any other company under
its control material limitations or obligations (such as the sale of
companies, a change of board members, a change of corporate government
5. In the event that Willi-Food does not meet all or some of the
pre-conditions set out in paragraph 4 above, Willi-Food will be entitled to
transfer the Convertible Loan to any third party that will be able to meet
such pre-conditions, whereupon such third party may convert the Convertible
Loan on the date of such transfer and become a party to the shareholders'
agreement of Newco. Such a transfer to a third party will be subject to a
right of first refusal in favour of Newco in accordance with the terms of
the Newco shareholders' agreement.
6. On the date of conversion of the Convertible Loan, and as a condition such
conversion, Willi-Food will join as a party to the shareholders' agreement
entered into between the shareholders of Newco, and such agreement will be
amended to permit Willi-Food to propose the appointment of one member to
the boards of IDB and companies under IDB's control, for as long as
Willi-Food holds IDB shares which reflect at least 75% of Willi-Food
original amount of convertible shares.
7. In the event the Convertible Loan is converted into Conversion Shares, all
amounts of interest and linkage will be waived by Willi-Food, and
Willi-Food will not be entitled to any payment of any kind as an
8. In addition, Newco granted Willi-Food a put option in relation to the
Conversion Shares , under which Newco will be obliged to buy from
Willi-Food the conversion shares, all or part of them, in consideration for
the exercise price per share equal to the nominal amount of investment per
share paid by Willi-Food for the conversion shares, in addition to annual
interest in a rate of 5% calculated on a compound interest base, as of
Closing and until the date of exercise of the put option, subject to
similar terms as the put options granted to the other Consortium members.
The put option is exercisable as of the first day of trade at the lapse of
36 months after Closing, and until the lapse of 72 months after Closing.
The put option is subject to adjustments in the event a dividend
distribution, benefit shares, share issuance, consolidation of shares/stock
9. In order to secure the repayment of the Convertible Loan, Newco will
deposit on Closing the Conversion Shares into escrow, and will register a
first class charge in favour of Willi-Food's over such shares. Newco will
not be entitled to carry out any disposition or transaction in relation to
the Conversion Shares prior to repayment of the Convertible Loan. The
Company is the guarantor of Newco's obligations to repay the Convertible
Loan, and to the payment of the exercise price to Willi-Food following
exercise of the put option.
Hagit Gal, Emblaze firstname.lastname@example.org
The Emblaze Group is traded on the London Stock Exchange (LSE: BLZ) since 1996.
-0- Nov/28/2013 18:00 GMT
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