TIDMENET
RNS Number : 8633R
Ethernity Networks Ltd
10 November 2021
10 November 2021
ETHERNITY NETWORKS LTD.
("Ethernity" or the "Company")
Notice of Extraordinary General Meeting
Ethernity Networks (AIM: ENET.L), Ethernity Networks (AIM:
ENET.L), a leading supplier of data processing offload solutions on
programmable FPGA (field programmable gate array) for accelerating
telco/cloud networks , gives notice of an Extraordinary General
Meeting of the Company, to be held at 9.00 a.m. (UK time) / 11.00
a.m. (Israel time) on 6 December 2021 at the Company's offices in
Israel.
The Notice of EGM, together with a Form of Proxy (for
Shareholders) or Form of Direction (for Depositary Interest
holders), is expected to be despatched to Shareholders and
Depositary Interest holders today and will shortly be available to
view on the Investor Relations section of the Company's website,
www.ethernitynet.com .
Set out below is an extract from the Notice of EGM with details
on the resolutions to be voted on at the EGM and action to be
taken. In light of the ongoing COVID-19 outbreak and to protect the
health and wellbeing of all stakeholders, Shareholders and
Depositary Interest holders are strongly encouraged to vote by Form
of Proxy or by Form of Direction (as appropriate) rather than
attending the EGM in person. The Company will also be making
available a facility for attendance by telephone.
The Directors of the Company believe that all of the proposals
to be considered at the Meeting are in the best interests of the
Company and its Shareholders as a whole and, accordingly,
unanimously recommend that Shareholders vote in favour of all the
proposed resolutions as they intend to do in respect of their own
beneficial holdings amounting in aggregate, to 14,675,970 Ordinary
Shares representing approximately 20.2 per cent. of the Existing
Ordinary Shares.
For further enquiries please contact:
Ethernity Networks Ltd. Tel: +972 8 915 0392
David Levi, Chief Executive Officer
Mark Reichenberg, Chief Financial Officer
Arden Partners plc (NOMAD and Joint Broker) Tel: +44 207 614 5900
Richard Johnson
Peterhouse Capital Limited (Joint Broker) Tel: +44 20 7562 0930
Lucy Williams / Duncan Vasey / Eran Zucker
About Ethernity (www.ethernitynet.com)
Ethernity Networks (AIM: ENET.L) provides innovative,
comprehensive networking and security solutions on programmable
hardware for accelerating telco/cloud networks. Ethernity's FPGA
logic offers complete Carrier Ethernet Switch Router data plane
processing and control software with a rich set of networking
features, robust security, and a wide range of virtual function
accelerations to optimize telecommunications networks. Ethernity's
complete solutions quickly adapt to customers' changing needs,
improving time-to-market and facilitating the deployment of 5G,
edge computing, and NFV.
APPIX - EXTRACT FROM NOTICE OF EGM
Chairman's Letter
Background to and Reasons for the Meeting
In September 2021, we successfully completed a placing and
subscription, raising approximately GBP4.6m (before expenses). This
was carried out under the Company's existing share disapplication
authorities, as approved by Shareholders at the Company's annual
general meeting on 2 August 2021. In conjunction with this issue,
investors were issued a total of approximately 13.4 million
warrants ("Warrants") to subscribe for new Ordinary Shares.
Since the annual general meeting, we have also satisfied,
through the issues and allotments of new Ordinary Shares, the
Subscription Agreement with the 5G Innovation Leaders Fund LLC,
with the final instalment to be issued and allotted on or around 29
November 2021.
In light of these issuances and to maintain adequate share
disapplication authorities for new Ordinary Shares pursuant to (i)
future exercises of Warrants and (ii) equity issuances (should the
Directors deem appropriate), the Company is now seeking for a
renewed share authority under the disapplication of pre-emptive
rights. This renewed authority, if approved, shall be in
substitution and replacement of existing authorities (but without
prejudice to any allotment of shares or grant of rights already
made, offered or agreed to be made pursuant to such
authorities).
It should also be noted that Article 9.2 of the Company's
articles of association requires that if the Company intends to
issue Ordinary Shares or other Equity Securities (as such terms are
defined in the Company's articles of association), subject to
certain exceptions, it must first offer them to existing
Shareholders, which may prove to be both costly and cumbersome.
The Resolution will enable the Directors to allot Ordinary
Shares or other Equity Securities on a non-pre-emptive basis, up to
an aggregate nominal value of NIS 20,000.00 (equivalent to
20,000,000 Ordinary Shares), which is equal to approximately 26.5%
of the nominal value of the issued ordinary share capital of the
Company as of 9 November 2021 or in connection with a rights issue
or similar offer. The Directors believe that the disapplication
authority provided by the Resolution will maintain a desirable
degree of flexibility. Unless previously revoked or varied, the
disapplication will expire on the conclusion of the next annual
general meeting of the Company, provided that it would apply to
offers and agreements made prior to such time.
Actions to be taken in respect of the Meeting
WE STRONGLY ENCOURAGE SHAREHOLDERS TO VOTE ON THE RESOLUTION BY
APPOINTING THE CHAIRMAN OF THE MEETING AS YOUR PROXY, TO REGISTER
ANY QUESTIONS IN ADVANCE AND NOT TO ATT THE MEETING IN PERSON.
Shareholders are encouraged to submit their voting instructions
as soon as possible, even if they might intend to attend the EGM in
person should the Coronavirus (COVID-19) situation and the Israeli
Government's guidance permit this. See below for details with
regard to voting instructions.
Shareholders can submit questions to the Board in advance of the
EGM by emailing such questions to the Company Secretary, Mark
Reichenberg at markr@ethernitynet.com by no later than 9.00 a.m.
(UK time) / 11.00 a.m. (Israel time) on 1 December 2021. We will
consider all questions received and endeavour to provide responses
to them at the EGM to the extent appropriate and practicable.
Any Shareholder or proxy appointed by a Shareholder who wishes
to attend the EGM by telephone is requested to contact Mark
Reichenberg (details above) in order to obtain details of how to
join the teleconference. Such Shareholders or proxies are requested
to provide in that email details of their registered shareholding
or proxy appointment in order that their entitlement to attend may
be verified.
Any Depository Interest Holder who wishes to join the EGM by
telephone is requested first to contact the Depositary at Link
Market Services Trustees Limited, Link Market Services Trustees
Limited, Link Group, 10th Floor, Central Square, 29 Wellington
Street, Leeds, LS1 4DL or by email by using
nominee.enquiries@linkgroup.co.uk in order to request a Letter of
Representation no later than 5.00 p.m. (UK time) / 7.00 p.m.
(Israel time) on 1 December 2021 . Any such Depository Interest
Holder is then requested to contact Mark Reichenberg as set out
above once they have received the Letter of Representation.
The health and well-being of our Shareholders and colleagues
remains our priority and the steps set out above are necessary and
appropriate ones given the current pandemic.
I would reiterate that the Board would encourage all
Shareholders and Depository Interest Holders in the strongest
possible terms to use their Form of Proxy or Form of Direction, as
relevant, and appoint the chairman of the EGM as their proxy. This
will allow their votes to count. The action to be taken in respect
of the Meeting depends on whether you hold your Ordinary Shares in
certificated form or as Depositary Interests.
Certificated Shareholders
Please check that you have received the following with this
document:
-- a Form of Proxy for use in respect of the Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only).
You are strongly encouraged to complete, sign and return the
Form of Proxy in accordance with the instructions printed on it as
soon as possible but, in any event, so as to be received by post,
at Link Group, PXS 1, Link Group, 10(th) Floor, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom or, during normal
business hours, by hand to Link Group, 10(th) Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom, in
each case by no later than 9.00 a.m. (UK time) / 11.00 a.m. (Israel
time) on 2 December 2021.
This will enable your vote to be counted at the Meeting in the
event of your absence. The completion and return of the Form of
Proxy will not prevent you from attending and voting at the
Meeting, or any adjournment of the Meeting, by telephone. However,
Shareholders are urged not to attend the Extraordinary General
Meeting in person.
Depositary Interest holders
Please check that you have received the following with this
document:
-- a Form of Direction for use in respect of the Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Direction (in the UK only).
You are strongly encouraged to complete, sign and return the
Form of Direction in accordance with the instructions printed on it
as soon as possible but, in any event, so as to be received by
post, at Link Group, PXS 1, Link Group,10(th) Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or,
during normal business hours, by hand to Link Group, 10(th) Floor,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, United
Kingdom in each case by no later than 9.00 a.m. (UK time) / 11.00
a.m. (Israel time) on 1 December 2021.
This will enable your vote to be counted at the Meeting. The
completion and return of the Form of Direction will not prevent you
from attending the Meeting, or any adjournment of the Meeting, by
telephone (subject to obtaining a valid Letter of Representation),
however you will not be able to vote at the Meeting. Depositary
Interest holders are urged not to attend the Extraordinary General
Meeting in person.
Recommendation
The Directors of the Company believe that all of the proposals
to be considered at the Meeting are in the best interests of the
Company and its shareholders as a whole and, accordingly,
unanimously recommend that you vote in favour of the Resolution as
they intend to do in respect of their own beneficial holdings
amounting in aggregate, to 14,675,970 Ordinary Shares representing
approximately 20.2 per cent. of the Existing Ordinary Shares.
Yours faithfully,
Yosi Albagli
Chairman
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an extraordinary general meeting of
Ethernity Networks Ltd. (the "Company") will be held at the offices
of the Company at 13A Hamelacha St., Lod Industrial Park, 7152025
at 11.00 a.m. (Israel time) / 9.00 a.m. (UK time) on 6 December
2021, to consider and, if thought fit, pass the following
resolutions:
1. THAT, in substitution for existing authorities but without
prejudice to any allotment of shares or grant of rights already
made, offered or agreed to be made pursuant to such authorities,
the board of directors of the Company be authorised to allot
Ordinary Shares or other Equity Securities for cash and/or to sell
Ordinary Shares held by the Company as treasury shares for cash as
if Article 9.2 of Company's articles of association did not apply
to any such allotment or sale, such authority to be limited to:
1.1 the allotment of Ordinary Shares or other Equity Securities
or sale of treasury shares in connection with a rights issue or
similar offer in favour of Shareholders where the Ordinary Shares,
other Equity Securities or treasury shares are proposed to ordinary
shareholders proportionately (as nearly as may be) to the
respective number of ordinary shares held by them subject only to
such exclusions or other arrangements as the board of directors of
the Company may consider appropriate to deal with fractional
entitlements or legal or practical difficulties under the laws of,
or the requirements of any recognised regulatory body in, any
territory; and
1.2 the allotment of Ordinary Shares or other Equity Securities
or sale of treasury shares (otherwise than under paragraph 1.1
above) up to an aggregate nominal value of NIS 20,000.00, such
authority and power to expire at the conclusion of the next annual
general meeting of the Company, save that the Company may, before
the expiry of such period, make an offer or agreement which would
or might require Ordinary Shares or other Equity Securities to be
allotted after such expiry and the board of directors of the
Company may allot Ordinary Shares or other Equity Securities in
pursuance of such offer or agreement as if the power conferred by
this resolution had not expired.
The approval of Resolution 1 requires the affirmative vote of
three fourths of the Ordinary Shares present in person or
represented by proxy and voting at the Extraordinary General
Meeting on such Resolution.
Notes to the Notice of Extraordinary General Meeting
1. Enclosed with this document is either a Form of Proxy for use
by shareholders (the "Form of Proxy") of a Form of Direction for
use by Depositary Interest Holders (the "Form of Direction").
2. Only those Shareholders registered in the Company's register
of shareholders as of close of business (UK time) 2 December 2021
(the "Original Cut-Off") are entitled to attend and/or vote at the
Meeting, and each only in respect of such number of Ordinary Shares
registered in his or its name at that time. If the Meeting is
adjourned to a time not more than 48 hours after the original
Meeting time (other than an adjournment due to a lack of a quorum),
the Original Cut-Off will continue to apply. Any changes to the
Company's register of shareholders made after the Original Cut-off
shall be disregarded for these purposes.
3. The quorum for the Meeting shall be two or more shareholders
present in person or by proxy and holding Ordinary Shares
conferring in the aggregate 25 per cent. or more of the voting
power of the Company. If within half an hour from the time
appointed for the Meeting a quorum is not present, the Meeting
shall be adjourned to the same day in the next week, at the same
time and place and the Original Cut-off shall apply. Two or more
shareholders who attend an adjourned meeting in person or by proxy
will constitute a quorum, regardless of the number Ordinary Shares
they hold or represent.
4. If you are a Shareholder of the Company, whether or not you
intend to be present at the Meeting, please complete and return the
Form of Proxy (in accordance with the instructions set out in that
document) to Link Group, PXS 1, 10(th) Floor, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom , as soon as
possible and in any event so as to be received by no later than
9.00 a.m. (UK time) / 11.00 a.m. (Israel time) on 2 December 2021
or 48 hours before any meeting following adjournment thereof (in
accordance with the Uncertified Securities Regulations 2001, and
any other provisions notwithstanding). Completion and return of a
signed Form of Proxy will not prevent you from attending the
Meeting and voting thereat in person, if you so wish.
5. If you are a holder of Depositary Interests, please complete
and return the Form of Direction (in accordance with the
instructions set out in that document) to Link Group, PXS 1, 10(th)
Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United
Kingdom as soon as possible and in any event so as to be received
by no later than 9.00 a.m. (UK time) / 11.00 a.m. (Israel time) on
1 December 2021 or 72 hours before any meeting following
adjournment thereof. Holders of DI's must be registered in the
Company's depositary interest register at 9.00 a.m. (UK time) /
11.00 a.m. (Israel time) on 1 December 2021 (or at 9.00 a.m. (UK
time) / 11.00 a.m. (Israel time) three days before the date of any
adjourned Meetings).
6. In the case of joint holders, the signature of only one of
the joint holders is required on the Form of Proxy, or Form of
Direction (as applicable), but the vote of the first named on the
register of shareholders or register of Depositary Interests (as
applicable) will be accepted to the exclusion of the other joint
holders.
7. The approval of Resolution 1 requires the affirmative vote of
three fourths of the Ordinary Shares present in person or
represented by proxy and voting at the Extraordinary General
Meeting on such Resolution.
8. Any Shareholder or proxy appointed by a Shareholder who
wishes to attend the EGM by telephone is requested to contact the
Company Secretary, Mark Reichenberg (at markr@ethernitynet.com ),
in order to obtain details of how to join the teleconference. Such
Shareholders or proxies are requested to provide in that email
details of their registered shareholding or proxy appointment in
order that their entitlement to attend may be verified.
9. Any Depository Interest Holder who wishes to join the EGM by
telephone is requested first to contact the Depositary at Link
Market Services Trustees Limited, 10(th) Floor, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom or by email by
using nominee.enquiries@linkgroup.co.uk in order to request a
Letter of Representation no later than 5.00 p.m. (UK time) / 7.00
p.m. (Israel time) on 1 December 2021.. Any such Depository
Interest Holder is then requested to contact the Company Secretary
as set out in the immediately preceding paragraph once they have
received the Letter of Representation. However, Depositary Interest
holders will not be able to vote at the Meeting.
10. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
Extraordinary General Meeting to be held on 06 December 2021 and
any adjournment(s) thereof by using the procedures described in the
CREST Manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting
service provider should refer to their CREST sponsors or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
11. In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST message (a "CREST
Proxy Instruction") must be properly authenticated in accordance
with Euroclear UK & Ireland Limited's specifications and must
contain the information required for such instructions, as
described in the CREST Manual. The message must be transmitted so
as to be received by the Company's agent, Link Group CREST
Participant ID: RA10, no later than 72 hours before the time
appointed for the Meeting. For this purpose, the time of receipt
will be taken to be the time (as determined by the time stamp
applied to the message by the CREST Application Host) from which
the Company's agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST.
12. CREST members and, where applicable, their CREST sponsors or
voting service providers, should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST Personal
Member, or sponsored member, or has appointed a voting service
provider, to procure that his CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
13. A corporation which is a shareholder may by resolution of
its directors or other governing body authorise a person to act as
its representative who may exercise, on its behalf, all its powers
as a shareholder, provided the corporation does not do so in
relation to the same shares.
14. Please note that the Company takes all reasonable
precautions to ensure no viruses are present in any electronic
communication it sends out, but the Company cannot accept
responsibility for loss or damage arising from the opening or use
of any email or attachments from the Company and recommends that
shareholders and Depositary Interest holders subject all messages
to virus checking procedures before use. Any electronic
communication received by the Company, including the lodgement of
an electronic proxy form, that is found to contain any virus will
not be accepted.
15. As at the close of business (UK time) on 9 November 2021
being the date immediately prior to the date of this Notice, the
Company's issued share capital comprised of 72,709,266 Ordinary
Shares. Each Ordinary Share carries the right to one vote at a
general meeting of the Company and, therefore, the total number of
voting rights in the Company as at close of business (UK time) on 9
November 2021 is 72,709,266.
DEFINITIONS
The following words and expressions shall have the following
meanings in this announcement unless the context otherwise
requires:
"AIM" the AIM market operated by the London
Stock Exchange plc
"Board" or "Directors" the board of directors of the Company
"certificated" or "in the description of a share or security
certificated form" which is not in uncertified form (that
is, not in CREST)
"Company" or "Ethernity" Ethernity Networks Ltd., incorporated
and registered in Israel (with registration
number 51-347834-7) whose registered
office is at 13A Hamelacha St., Lod
Industrial Park, 7152025, Israel)
"CREST" the computerised settlement system to
facilitate transfer of title to or interests
in securities in uncertificated form
operated by Euroclear UK & Ireland Limited
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), including (i)
any enactment or subordinate legislation
which amends or supersedes those regulations
and (ii) any applicable rules made under
those regulations for the time being
in force
"Depositary" Depositary Link Market Services Trustees
Limited, incorporated in England (No
02729260) whose registered office is
at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU
"Depositary Interest" dematerialised interests representing
or "DI" underlying Ordinary Shares in the ration
of 1:1 that can be settled electronically
through and held in CREST, as issued
by the Depositary who holds the underlying
securities on trust
"Depositary Interest holder(s) of Depositary Interests
Holder(s)"
"EGM" or "Extraordinary the extraordinary general meeting of
General Meeting" or the Company being convened by this notice
"Meeting" or any adjournment of such meeting
"Existing Ordinary Shares" 72,709,266 Ordinary Shares currently
in issue at the date of this document
"Form of Proxy" the form of proxy for use by Shareholders
at the General Meeting which accompanies
this document
"Form of Direction" the form of direction for use by Depositary
Interest Holder(s) at the General Meeting
which accompanies this document
"Notice of Extraordinary the notice of the Extraordinary General
General Meeting" Meeting, which is set out at the end
of this document
"Ordinary Shares" ordinary shares of NIS 0.001 nominal
value each in the share capital of the
Company
"Resolution" the resolution to be proposed at the
Extraordinary General Meeting, as set
out in the Notice of Extraordinary General
Meeting
"Shareholder(s)" holder(s) of Ordinary Shares
"uncertificated" or a share or security recorded in the
"in uncertificated form" Company's register of members as being
held in uncertificated form, title to
which may be transferred by means of
CREST
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END
NOGFZMGMRLZGMZM
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