RNS Number : 1842X
Pilat Media Global PLC
11 August 2009
Pilat Media Global plc
('Pilat Media' or the 'Company')
Announcement Regarding Agreement Between Shareholders
On 10 of August 2009 Samuel Sattath (a non-executive director of the Company – “Sattath”), Avi Engel (CEO and a director of the Company – “Engel”), Michael Zuckerman (“Zuckerman”), Benjamin Moneta (“Moneta”) and Ronnie Erlichman (“Erlichman”), (the Parties) who jointly own 9,495,893 ordinary shares of 5p each in the Company (“Ordinary Shares”) representing 16.04% of the issued share capital and of the Total Voting Rights of the Company entered into a shareholders agreement (the “Agreement”), further details of which are set out below.
The Agreement between the Parties sets out how the Parties will cooperate with respect to their voting at Annual General Meetings (“AGMs”) and General Meetings (“GMs”) of the Company and with respect to any offers for the Company’s shares, as follows:
1. At AGMs and GMs of the Company, the Parties will vote in a manner recommended jointly by Engel and Sattath. With respect to resolutions that Engel and Sattath do not agree on, the Parties will be free to vote as they wish.
2. In the event of an offer for the Company, the Parties will accept or reject the offer as jointly recommended by Engel and Sattath, but will be free to accept or reject as they wish if Engel and Sattath do not reach a joint recommendation. Notwithstanding the above, Erlichman will not have to follow a recommendation to accept an offer with the rest of the Parties and Engel and Sattath will not be obligated to include her as part of the acceptance of an offer by the Parties.
3. The Parties agree that as long as the agreement is in effect they will not engage in any transaction that may result in them not freely owning the shares they currently own and will not enter into any other agreement concerning their shares, unless Engel and Sattath authorise them to do so in writing and in advance. Notwithstanding the above, Erlichman will have the right to sell up to 10% of her current holding.
4. In the Agreement the Parties acknowledge that they must keep each other fully informed about any change in their holdings to comply with the applicable regulations.
The Agreement may be terminated on or prior to 31 December 2010 and subject to 30 days' notice by (i) Engel and Sattath jointly or (ii) Zuckerman, Moneta and Erlichman jointly. From 1 January 2010 onwards any of the five Parties can terminate the Agreement subject to 30 days' notice.
The Agreement will terminate when an offer for the Company in respect of the Parties' shares completes.
The Agreement is governed by the Israeli law and subject to the jurisdiction of the Tel Aviv courts.
For further information:
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Pilat Media Global plc
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Tel: +44 (0) 20 8782 0700
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Avi Engel, Chief Executive Officer
Martin Blair, Chief Financial Officer
www.pilatmedia.com
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aengel@pilatmedia.com
mblair@pilatmedia.com
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Shore Capital & Corporate Ltd
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Tel: +44 (0) 20 7408 4090
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Dru Danford
Stephane Auton
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This information is provided by RNS
The company news service from the London Stock Exchange
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