BSD.L Regulatory News (BSD)

EMBLAZE LTD (LSE:BLZ) ("Emblaze" or the "Company") Company Update Herzeliya, Israel, 12 November 2013. Capitalised terms will have the meanings ascribed to them in the Company'sannouncement of 4 November 2013 and 11 November 2013, as necessary. On 3 November 2013, IDB submitted to the Court a proposal (the "Proposal"), onbehalf of a consortium of investors led by the Company (the "Consortium"), toacquire a controlling stake in IDB (the "Proposed Transaction"). The Consortiumwas further expanded by the addition of the Neto Group, as set out inyesterday's announcement, which agreed to invest NIS 135,400,000 in connectionwith the Proposed Transaction. The Company is aware of two other proposals filed on 3 November 2013 inrelation to IDB. Various objections were filed on 6 November 2013 in relationto the proposals, following which IDB, on behalf of the Revised Consortium,yesterday submitted to the Court-appointed expert (the "Expert") a letter withrespect to the Proposal, clarifying that: . 1. The Revised Consortium's undertaking to invest NIS 900,000,000 in connection with the Proposed Transaction is irrevocable (the "Base Consideration"). This is supported by the NIS 586,400,000 currently held in the escrow account by the Revised Consortium in connection with the Proposed Transaction (the "Designated Escrow"). In addition, it is proposed that NIS 37,000,000 of the NIS 70,000,000 deposited with the Court on 16 October 2013 as security for the Proposal will be added to the amount held in the Designated Escrow. In aggregate, therefore, the amount of funds immediately available for the Proposed Transaction and held in the Designated Escrow is NIS 623,400,000. 2. In the event that the Court sanctions the Proposal but Revised Consortium fails to raise the Base Consideration for completion of the Proposed Transaction, the bond holders will be able to choose, at their discretion, between one of the following alternatives, as a final and complete relief: a. to proceed with the Proposal with the amounts made available by the Consortium, and activate the penalty mechanism for Alternative 1 of the Proposal, or; b. reject the Proposal and receive compensation in the amount of NIS 100,000,000 out of the funds deposited in Designated Escrow - such amount will be settled on a pro-rated basis between the Revised Consortium members. 3. In the event that the Proposed Transaction cannot be completed following the approval of the general meeting of IDB creditors and the sanction of the Court, due to other conditions not being met, where IDBD requires additional cash flow, the Revised Consortium will agree to provide IDB, no later than 1 April 2014, with a bridge loan of NIS 100,000,000. The bridge loan shall be pro-rated between the Revised Consortium members in accordance with their respective portion of the Base Consideration. The bridge loan will be for a period up to 6 months bearing interest at a fixed rate of 5% and secured against 100% of IDB's holding in IDBD. Where the bond holders elect to exercise the compensation route (above section2b) the bridge loan amount shall constitute said compensation and eligibilityon its settlement shall be assigned to the eligible debt holders out of theDesignated Escrow in an amount of NIS 100,000,000 as a final and completerelief. It was further agreed that the liability for the compensation amountshall be borne by the parties failing to fulfill their respective investmentundertaking towards the Base Consideration, on a pro-rated basis. 4. As far as IDB is concerned, the Proposal shall not condition the completion of the Proposed Transaction upon the receipt of regulatory approvals in connection with Clal. IDB shall endeavour to maintain IDBD's holding in Clal under the existing trust mechanism in accordance with the current known regulatory position on this issue. The Company will continue to notify shareholders of any updates with regard tothe Proposed Transaction and/or any material changes to the terms of itsProposal by issuing further announcements via PRN, a Regulatory InformationService. All such announcements may also be viewed at the same time on theCompany's website at www.emblaze.com. In the event the Revised Consortium'sProposal is successful, the Company will prepare the appropriate documentationproviding more details on the Company, as enlarged by the IDB Group, and theCompany's investment in IDB. Enquiries: Hagit Gal, Emblaze hagit.gal@emblaze.com The Emblaze Group is traded on the London Stock Exchange (LSE: BLZ) since 1996.www.emblaze.com.