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Company Update

13 Nov 2013 14:07

EMBLAZE LTD - Company Update

EMBLAZE LTD - Company Update

PR Newswire

London, November 13

EMBLAZE LTD (LSE:BLZ) ("Emblaze" or the "Company") Company Update Herzeliya, Israel, 13 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. Further to the Company's announcement of 4 and 11 November 2013, and Newco'sright pursuant to the Consortium agreement, Newco has today entered into anagreement with Mr. Daniel Jusidman in relation to the Proposed Transaction. Mr.Jusidman is the founder of TRUPER S.A DE C.V., a family owned business engagedin the manufacturing and distribution of tools designated for the hardwareindustry, with main business in Latin America. Mr. Jusidman has donatedthroughout the years significant amounts to a number of Israeli organizationsand institutions, including education programs and health care centres. Pursuant to the agreement, Mr. Daniel Jusidman has undertaken to invest NIS90,000,000 in connection with the Proposed Transaction. Except as detailedbelow, the agreement with Mr. Jusidman provides for similar terms to thoseentered into with Netz Group, Alon Group, and Neto Melinda Trade Ltd.,including the grant of a put option by Newco in relation to Mr. Jusidman'sholdings in IDB (including convertible bonds), to be exercised within theperiod commencing 3 years from Closing and ending 6 years from Closing. Emblazewill guarantee payment in the event of the exercise of the put option. At Closing, each Consortium Member, including Mr. Daniel Jusidman, will beallocated and issued, pro-rata to its investment, IDB shares and/ornon-tradable, non-interest-bearing convertible bonds, which in aggregate amountto 93.75% of the issued share capital of IDB. With respect to the put option, it was further agreed with Mr. Jusidman thatthe exercise price of the option shall be the higher of: (i) the amount paid byMr. Jusidman per share allocated to him upon Closing, including annual interestat the rate of 5 per cent commencing from Closing until exercise of the option,or (ii) market value of the shares, provided that the price per share uponexercise will not exceed the amount paid by Mr Jusidman per share includingannual interest at a rate of 6 per cent, 7 per cent or 7.5 per cent (dependingon the timing of the exercise of the put option), commencing from Closing untilexercise of the option. In addition, it was agreed that if Newco (or theCompany as the guarantor) fails to pay the exercise price of the put option ontime, Newco (and the Company) will be granted an additional 6 months to fulfillits payment obligations. During this period, the number of directors appointedto the board of IDB and IDBD (or the new special purpose vehicle, asapplicable) shall be nominated equally by Newco on the one hand (with theCompany last to maintain majority of appointees) and the other Consortiummembers on the other. The balance in favour of Newco with respect to boardappointees in IDB and IDBD shall be reinstated following payment of theexercise price. The amount invested by the Mr. Daniel Jusidman was added today to theDesignated Escrow. . Following the investment by Mr. Jusidman, the amount offunds available for the Proposed Transaction and held in the Designated Escrowis NIS 713,400,000. Following the addition of Mr. Daniel Jusidman to the Consortium (together the "Revised Consortium"), save as set out above, the Company will maintain theright to appoint the majority of directors of the boards of directors of allthe IDB Group companies. There has been no change to the terms of the Proposal submitted to the Court on3 November 2013 (including the obligation on Newco to invest the full amountrequired under Alternative 1 or Alternative 2 minus any amount invested by anyother party). As provided in the Company's announcement yesterday, theConsortium's undertaking to invest NIS 900,000,000 in connection with theProposed Transaction is irrevocable. In addition, the Company notes that, in connection with the ProposedTransaction, the Court appointed expert is expected to finalise his review ofthe proposals in relation to IDB and to make his recommendation to the Courtlater today. A further announcement will be made in due course. 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.

as stated in the Company's announcement of 4 November 2013.

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