Adams Regulatory News (ADA)

10 Apr 2008 07:01

Adamind Ltd10 April 2008 10 April 2008 Adamind Ltd ("Adamind" or "the Company") Company Update and Suspension of Trading Further to the announcement of 6 March 2008, the Company today announces that ithas obtained a ruling from the Israeli Tax Authority (the "New Ruling") relatingto the tax amounts to be withheld from the cash to be distributed by the Companyto its shareholders. The Ruling follows, and amends certain terms set forth in,a ruling previously obtained by the Company from the Israeli Tax Authority (the"Initial Ruling"). The New Ruling provides that the planned distribution will be subject to themaximum capital gains withholding rate prescribed by Israeli law (which iscurrently 20% with respect to individual shareholders that hold 10% or less ofthe Company's share capital and 25% with respect to all other shareholders(i.e., (i) entities and (ii) individual shareholders that hold more than 10% ofthe Company's share capital) and that all withheld amounts will be held inescrow by the Company. The Ruling also provides certain instructions relating tothe transfer to shareholders of the withheld amounts (or portions thereof) uponthe occurrence of certain events relating to the Company's liquidation. However,the Company believes that there are certain inconsistencies between the InitialRuling and the New Ruling and that the New Ruling is, to a certain extent,unclear with respect to the circumstances upon which the withheld amounts (orportions thereof) may be returned to the shareholders. Therefore, and in lightof the shareholders' expectation to receive the cash distribution, the Companyhas resolved to affect the cash distribution (approximately US $19.2 million,subject to the maximum capital gains withholding rate prescribed by Israeli law(as set forth above)) by the end of April 2008 or shortly thereafter. Inaddition, the Company will request the Israeli Tax Authority to amend the NewRuling by clarifying the circumstances under which withheld amounts may bereturned to shareholders. After the New Ruling is amended, the Company will provide shareholders with afurther update as to the circumstances under which withheld amounts may bereturned to shareholders. The Company also informs its shareholders that its board of directors resolvedon 6 April 2008 to consummate the voluntary liquidation of the Company. Suchliquidation is subject to, among other things, the approval of the Company'sshareholders. The Company will provide shareholders with further updates as tothe liquidation process, including the time set for an extraordinary meeting ofthe Company's shareholders at which the voluntary liquidation will be submittedto shareholders approval. In addition, the Company is updating its shareholders that on 14 April 2008 itsshares will be suspended from trading on the AIM, in accordance with theapprovals received by the Company from its shareholders in April 2007 toclassify the Company as an "investing company". Trading in the Company'sordinary shares will be cancelled by no later than 14 October 2008. Enquiries Corfin CommunicationsHarry Chathli,Neil Thapar +44 20 7977 0020 Landsbanki SecuritiesSimon Bridges,Bertie Clayton +44 20 7426 9000 This information is provided by RNS The company news service from the London Stock Exchange