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Completion of Option Assignments

1 Nov 2013 15:48

EMBLAZE LTD - Completion of Option Assignments

EMBLAZE LTD - Completion of Option Assignments

PR Newswire

London, November 1

Emblaze Ltd (LSE:BLZ) ("Emblaze" or "the Company") Company update Completion of Option Assignments Herzeliya, Israel, 01 November 2013: Further to the Company's announcements of 22 August 2013 and 22 October 2013,the Company notes the announcement by BGI Investments (1961) Ltd. ("BGI")issued on 31 October 2013 to the Israeli Securities Authority and StockExchange which stated that on 31 October 2013 BGI has completed the Assignmentto Chabad 770 B.V, a controlling shareholder of BGI ("Chabad"), of the putoptions granted by BGI (the "Put Options") and the call option acquired by BGI(the "Call Options") in relation to the remainder of the holdings in Emblazeshares held by Mr. Naftali Shani and two other Sellers, which amount inaggregate to 21,000,800 shares, representing approximately 19.09 per cent. ofthe Company's issued share capital (18.96 per cent on a fully diluted basis). As part of the Assignment, Chabad undertook to deposit in trust and pledge, infavour of the above three sellers, the entire share capital of Z.B.I Ltd. ("Z.B.I") held by Chabad , in addition to the other securities granted to thesethree sellers in order to secure Chabad's obligations towards them. The deposit and pledge of Z.B.I shares to the three sellers shall remain validuntil Chabad shall exercise the Call Options, directly or by a third party.Chabad may exercise the Call Options at any time until 23 January 2014. Following completion of the Assignment, BGI has been released from allguarantees that it provided upon entering into the Call Options. Chabad shall pay BGI the sum of $1 million, equal to the sum paid by BGI to Mr.Naftali Shani and Fortissimo for the Call options. BGI has now completed the Assignment of all Put and Call Options. Subsequently,Chabad currently holds Put and Call Options with respect to a total of19,250,800 Ordinary Shares of the Company. BGI has also informed the Company that the consideration payable to Mr Shanifor the Put Option (which has now been assigned to Chabad) were mistakenlyreferenced in the Company's announcement dated 15 August 2013, and the correctconsideration for the Shani Put Option is as follows: * to the extent that the Shani Put Option is exercised between a 6 month and 24 month period, for £6,425,355 (equating to a price per Shani Option Share of £0.83); and * to the extent that the Shani Put Option is exercised between the 25 month and 40 month period from the date hereof, for £6,746,623 (equating to a price per Shani Option Share of £0.8715) In each case, no additional payment (as referenced in the 15 August 2013announcement) is required to be paid. Capitalised terms shall have the meanings ascribed to them in the 15 August2013 announcement, the 22 August 2013 Announcement and/or the 22 October 2013announcement, as necessary. 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
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