ELECTRONICS LINE 3000 LIMITED Rishon LeZion, Israel (October 22, 2015) - The special general meeting of Electronics Line 3000 Ltd. (the 'Company') which took place on August 3, 2015, approved the proposed merger between the Company and a wholly owned subsidiary of RISCO Ltd ('RISCO').
Under the Merger Agreement, RISCO agreed to purchase all of the Company's outstanding share capital, which is held by shareholders of the public against a compensation of EUR
0.46 per share, such that the total consideration paid in cash by RISCO for the shares will be approximately EUR 2.3 million (the 'Total Merger Consideration').
The Merger was completed and came into effect following the issuance of a Certificate of Merger by the Companies Registrar, in accordance with the Israeli Companies Law. In consequence, the shares formerly held by the public have been transferred to RISCO by virtue of law. Such former shareholders of the public are entitled to receive the Total Merger Consideration.
102 Capital Management has been appointed by the Company as an Israeli sub paying agent, who will be responsible for the remittance of the Israeli taxes to the Israeli Tax Authority (respectively, the 'Sub Paying Agent' and the 'ITA'). The Sub Paying Agent will withhold at source 26.5% of the Total Merger Consideration to be paid to the Shareholders (the 'Withheld Tax Amount').
The payment of the Total Merger Consideration less the Withheld Tax Amount to the former public shareholders will be carried out by biw Bank für Investments und Wertpapiere AG, Willich.
Important notice: All Shareholders must apply to the Company in order to refund all or part of the Withheld Tax Amount (as applicable) and not to the Israeli Paying Agent as previously stated. All Required Documents must be sent to the Company, via email to Tax.Declarations@electronics-line.com or to fax number +972-3-9637775.All applications must be filed with the Company until and no later than December 28, 2015, 18:00 CET. Shareholders who fail to do so, will have to handle their tax issues independently and deal with the Israeli Tax Authority directly. The complete original ruling in the Hebrew language and an extract of its main terms as well as detailed instructions for applying for the refund of the Withheld Tax Amount, including a list of the required documents and the necessary forms, are available for download at the Company´s website in the Investor Relations section.
Following effectiveness of the Merger, the trading of the shares of Electronics Line on the regulated market (General Standard) of the Frankfurter Stock Exchange has been
suspended with effect from 15 October 2015. The Company initiated the delisting of its shares from the Frankfurt Stock Exchange, because the share capital is entirely owned by RISCO and its controlling shareholders and shall no longer be publicly traded.
For more information please contact:Ms. Michal Badhav investor.relations@electronics-line.com
EL is a pioneer in next-generation security solutions for the residential and small commercial markets. The Company designs and produces cutting-edge solutions for security and control of living and working environments. The EL line provides comprehensive security protection, as well as sophisticated system and home management functionality, for optimal comfort, safety and peace of mind. This new industry standard is further upgraded with enhanced remote management capabilities that give homeowners instant access to their system from anywhere in the world.
EL solutions enable new levels of control and maintenance in protected sites through the ELAS, a proprietary remote management server. The Company enjoys a unique market position in supplying ELAS-governed systems for the home and workplace, which provide the multiple benefits of a virtual security presence, convenient home automation, and energy efficiency, all customized by the end-user and/or the service provider.
EL's wireless solutions offer enhanced detection and PSTN/IP/GSM/GPRS-based event reporting, along with advanced remote management tools. The back-office support and customized branding of EL solutions provide superior security with significant business benefits and market expansion potential.
Nearly three decades of cutting-edge leadership have earned EL a solid market position, allowing users worldwide to benefit from EL's ongoing development of upgraded security solutions. The Company maintains long-term partnerships worldwide.
EL has made emerging technology, user-friendly design and exceptional quality the benchmarks for serving its international network of clients and partners. Drawing on a tradition of pioneering expertise, EL specialists also provide security integration consultancy, installation service, training and technological support.
EL was established in 1982 and is headquartered in Israel. The Company is publicly traded on the Frankfurt Stock Exchange (ELN) and is part of the RISCO Group, an established leader in the international security market.
This release contains forward-looking statements, which express the current beliefs and expectations of management. Such statements involve a number of known and unknown risks and uncertainties that could cause the Company's future results, performance or achievements to differ significantly from those expressed or implied by such forward- looking statements. A number of these risks and other factors that might cause differences, some of which could be material, along with additional discussion of forward-looking statements, are set forth in the Company's Annual Report and its other filings and releases. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
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