7 Nov 2019 12:50
7 November 2019
Amiad Water Systems Ltd.
("Amiad" or the "Company")
Notice of AGM, Director grant of Options, Related party transactions and Directorate Change
Amiad (AIM: AFS), a leading global producer of water treatment and filtration solutions, gives notice that the Annual General Meeting ("AGM") of the Company is to be held at 11.00am GMT on Thursday 12 December 2019 at the offices of Bryan Cave Leighton Paisner LLP, Adelaide House, London Bridge, London, EC4R 9HA, England.
Grant of Options
Among the resolutions to be voted on at the AGM is the proposed grant of 10,000 options over ordinary shares in Amiad of NIS 0.5 each to Mr. Yariv Avisar, Non-executive Chairman of the Company. The options will be exercisable at a price of £2.18 per share, being the average price of the Company's shares on AIM in the 30 days preceding the date of Board approval of the option terms (being 12 June 2019). The options will be subject to a three-year vesting schedule from the date of grant (being 12 December 2019 assuming approval at the AGM) whereby one-third will vest each year so that upon the third anniversary of the grant date, all options will have vested. The total number of options over ordinary shares to be granted represents 0.04% of the Company's current issued share capital of 22,687,675 ordinary shares.
Related party agreements
In addition, the Company is proposing certain resolutions to be voted on at the AGM for the amendment of certain related party agreements (the "Related Party Agreements") between the Company and certain of its shareholders and these amendments represent related party transactions pursuant to the AIM Rules for Companies.
The Company is seeking approval of entry into an addendum of the sublease agreement between the Company and Kibbutz Amiad (the "Kibbutz Amiad Sub Lease"), pursuant to which the Company would exercise its option under this agreement to extend it for an additional 10 years until 31 July 2031. The Kibbutz Amiad Sub Lease was originally approved by shareholders in the Company's 2011 AGM and covers the lease for the Company's headquarters and metal fabrication facility. The annual lease payment will remain unchanged at NIS 191,000 per month, pursuant to the existing independent external valuer triennial review of the lease rate. In addition, the Kibbutz Amiad Sub Lease is being amended to ensure that the Company will not be responsible to maintain, or be liable for, any damages or claims in relation to the solar panels owned by the Kibbutz Amiad, which are present on the Company's facility. In order to protect the Company further, the external valuer will be entitled to reflect any impact from the solar panels on the Company's use of the facility, when determining the appropriate lease rate.
The Company is also seeking approval for certain amendments to the services agreement between the Company and Kibbutz Amiad, dated June 1998 as amended (the "Kibbutz Amiad Services Agreement"). Pursuant to these amendments, the term of the Kibbutz Amiad Services Agreement will be extended for an additional 10 years (to run concurrently with the Kibbutz Amiad Sub Lease), with the exception of the electricity rate, which shall be paid for based on the actual consumption for a period of 3 years from the execution date of the amendment. The amendment will also update the services to be provided by Kibbutz Amiad pursuant to the Kibbutz Amiad Services Agreement (such as security, water infrastructure, parking, mail and gardening). The monthly consideration for such services will be NIS 34,800 (subject to index linked adjustments), instead of the current monthly consideration of NIS 69,600. In addition, the Company will pay Kibbutz Amiad on entry into the amendment a one-time payment in the amount of NIS 600,000 as compensation for the monthly consideration foregone over the remaining term of the original services agreement. Kibbutz Amiad may, from time to time, provide the Company with additional services in accordance with the Company's requirements and based on a price index to be agreed between the parties.
As further described in the AGM Notice, the AGM resolutions in respect of the Related Party Agreements are required to be passed by the majority of the votes of shareholders who have no "Personal Interest" in the approval of the resolution.
The terms of these Related Party Agreements were approved by the Audit Committee and the Board. The Board (with the exception of Mr. Oded Rosen who did not participate in discussions in relation to the Related Party Agreements, being a representative director of HaChoshlim, an affiliate of Kibbutz Amiad) considers, having consulted with the Company's nominated adviser, Stifel Nicolaus Europe Limited, that the terms of the Related Party Agreements are fair and reasonable insofar as the Company's shareholders are concerned.
Further information on the resolutions can be found in the Notice of AGM circular that, along with a Form of Proxy, has been made available to shareholders of the Company today as an electronic communication and has been made available on Amiad's website at: www.amiad.com.
Directorate Change
In addition, Dr. Gilead Fortuna, Non-executive Director of Amiad, has chosen not to stand for re-election at the AGM. As a result, Dr. Fortuna will stand down from the Board of Amiad at the conclusion of the AGM.
Yariv Avisar, Chairman of Amiad, said: "We would like to thank Dr. Fortuna for his contribution to Amiad and the Board during his tenure as a director. His knowledge and experience have proved invaluable as we have realigned our strategy, and he will leave the Company in a stronger position. On behalf of the Board and all of Amiad, we wish him all the best with his future endeavours."
The notifications set out below are provided in accordance with the requirements of the EU Market Abuse Regulation and provide further detail.
Enquiries
Amiad Water Systems Ltd. |
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Dori Ivzori, Chief Executive Officer Avishay Afriat, Chief Financial Officer | +972 4 690 9500 |
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Stifel Nicolaus Europe Ltd. |
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Stewart Wallace, Ben Maddison | +44 20 7710 7600 |
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Luther Pendragon |
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Harry Chathli, Claire Norbury, Rachel So | +44 20 7618 9100 |
About Amiad
Amiad Water Systems (AIM: AFS) is a leading global producer of automatic, self-cleaning water treatment and filtration products and systems. Through its engineering skills and ability to innovate, Amiad provides cost-effective "green" solutions for the irrigation and industrial purposes. In these markets, its unique and high-quality products are being integrated into the core of systems for filtration and water treatment, micro irrigation and membrane protection, wastewater and potable water treatment, cooling systems and sea water filtration.
Headquartered in Israel, Amiad provides these solutions through ten subsidiaries and a comprehensive network of distributors to customers in more than 80 countries.
For additional information or product details, please visit www.amiad.com.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
(Disclosure in relation to share options granted to Directors and PDMRs)
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Yariv Avisar | ||||
2 | Reason for the notification | |||||
a) | Position/status | Director | ||||
b) | Initial notification /Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Amiad Water Systems Ltd. | ||||
b) | LEI | 213800P6ORZZT3X4TY55 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares - NIS 0.5 AFS - IL0010943905 | ||||
b) | Nature of the transaction | Grant of share options | ||||
c) | Price(s) and volume(s)
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d)
| Aggregated information | N/A | ||||
e) | Date of the transaction | Grant date: 12 December 2019 (assuming approval at the AGM) | ||||
f) | Place of the transaction | Outside a trading venue | ||||