BSD.L Regulatory News (BSD)

Emblaze Ltd (LSE:BLZ) ("Emblaze" or "the Company") Proposed Transfer of listing category on the Official List from premium (commercial company) to standard Notice of Extraordinary General Meeting and Posting of Circular Herzeliya, Israel, 16 October 2013: The Company has today issued a circular and a Notice of Extraordinary GeneralMeeting which contains details of a proposed transfer of listing category onthe Official List from premium to standard. The Extraordinary General Meetingof the Company will be held at 2.00 p.m. on 30 October 2013 at the FrobisherRoom, Barbican Centre, Silk Street, London EC2Y 8DS, United Kingdom. Copies of the circular will be submitted to the National Storage Mechanism andwill shortly be made available on the Company's website at www.emblaze.com andfrom the National Storage Mechanism at www.morningstar.co.uk/uk/NSM, and willbe posted to Shareholders shortly. Capitalised terms shall have the meanings ascribed to them in the Appendix tothis announcement. Background to and reasons for the Proposed Transfer Further to recent announcements by the Company on 15 and 27 August 2013,shareholders will be aware that on 14 August 2013, a letter was submitted toIDB Holdings Corporation Ltd on behalf of the Company and Netz Group Limitedproposing an investment by the Company and Netz Group in IDB and requesting anextension to a deadline set by the District Court of Tel Aviv for thesubmission of debt settlement proposals in connection with IDB. On 26 August2013, the Court issued a decision in which, among other things, it accepted therequest for an extension. The Court has set 20 October 2013 as the extendeddeadline for parties to submit proposals for IDB's debt arrangements. The Board is now seeking authority to transfer the Company's listing categoryon the Official List as a key step to the implementation of the ProposedTransaction. Shareholders will be asked to vote on the proposed transfer of theOrdinary Shares out of the category of a premium listing (commercial company)on the Official List and into the category of a standard listing on theOfficial List. The Company, as a premium listed company, is currently subject to the"super-equivalent" provisions of the Listing Rules. Consequently it is requiredto seek prior shareholder approval in connection with class 1 transactions andreverse takeovers under the Listing Rules. As a standard listed company, theserestrictions would not apply to the Company. The transfer to standard listingshould enable the Company to respond quickly to business opportunities as theypresent themselves, as well as reducing the costs and administration burden forthe Company associated with the current requirement for the Company to, amongstother things, classify transactions, notify shareholders and/or obtain theirconsent for certain transactions. After careful consideration and analysis of the various listing regimesavailable to the Company, the Board has concluded that a standard listing willbe the most appropriate listing category for the Company going forward, notonly in relation to facilitating the Proposed Transaction but also since itwill better align the Company's regulatory responsibilities given the Company'ssize and the nature of its operations. This is the case even if the ProposedTransaction does not take place. The Board, however, also recognises that theCompany will only be able to pursue the Proposed Transaction in the shorttimescale imposed by the Court if the Proposed Transfer is approved. Since, ifthe Company remains a premium listed company, it will be obliged to publish aprospectus and a class 1 circular on the Enlarged Group and seek shareholderfor the Proposed Transaction as well as engaging a sponsor to provide thenecessary written confirmations to the UKLA in connection with the ProposedTransaction. Under the Listing Rules, the Proposed Transfer requires the Company to obtainthe prior approval of not less than 75 per cent. of Shareholders, voting inperson or by proxy, at a general meeting. Therefore, the Transfer Resolution isbeing proposed as a special resolution. Pursuant to the Listing Rules, the date of transfer of listing category mustnot be less than 20 business days after the passing of the Transfer Resolution.Assuming the Transfer Resolution is approved at the Extraordinary GeneralMeeting, it is anticipated that the date of transfer will be 28 November 2013,albeit the Company will submit a proposal for IDB's debt arrangements prior tothe Proposed Transfer taking effect. The proposal to the Court will beconditional on shareholder approval whilst the Company remains a premium listedcompany; however if the Company transfers to the standard segment thiscondition will fall away. As such, shareholder approval of the ProposedTransaction will not be required if the Transfer Resolution is approved. TheOrdinary Shares will, on completion of the Proposed Transfer, continue to betraded on the Main Market, but under the designation "Listed: Standard". If the Transfer Resolution is not passed at the Extraordinary General Meeting,the Company would retain its premium listing. Under such circumstances, theCompany would be forced to withdraw its proposal to the Court. Accordingly, ifthe Transfer Resolution is not passed, the Board will have to abandon theProposed Transaction. There can be no certainty that the Board will find asuitable alternative acquisition opportunity in the short term. The Proposed Transaction constitutes a reverse takeover under the Listing Rulesand since there is currently insufficient publicly available informationregarding the Proposed Transaction, it is likely that suspension of trading inOrdinary Shares will continue following the passing of the Transfer Resolutionand completion of the Proposed Transfer until either: * the Company announces that it is ceasing to pursue the Proposed Transaction; or * the Company publishes a prospectus in respect of the Enlarged Group following the Court's approval of the Proposed Transaction. If the Transfer Resolution is passed at the Extraordinary General Meeting theCompany will cease to be premium listed following the transfer and will becomestandard listed. Following completion of the Proposed Transaction the Company'slisting would be cancelled and the Company would be required to re-apply foradmission of its shares to the Official List (standard segment) and prepare andpublish a prospectus in respect of the Enlarged Group. While the Companyintends to seek the UKLA's approval to admit the Enlarged Group to listing onthe standard segment of the Official List, until the Company has completed theformal application process and satisfied the UKLA as to its eligibility andreceived the UKLA's approval to the publication of a prospectus on the EnlargedGroup, there is no certainty that the UKLA will agree to admit the EnlargedGroup to the standard segment. If the Enlarged Group is not eligible foradmission to the standard segment, the Board will consider the possibility ofmoving to AIM or an alternative listing venue. A summary of the terms and conditions of the Proposed Transaction and summaryinformation on IDB is set out in further detail in the circular. Information on Emblaze and current intentions Emblaze Ltd. was incorporated in Israel on 19 January 1994. It completed itsinitial public offering of its ordinary shares on AIM in October 1996 and in1998 transferred its listing to the Official List (premium listing (commercialcompany)). As set out in its interim results for the six months ended 30 June 2013,Emblaze's primary assets are: (a) a 95 per cent. interest in Emoze Ltd., a provider of mobile push messagingand push content solutions for handset manufacturers, mobile operators andenterprises; and (b) cash and cash equivalents of approximately US$143m. In August 2013, the Company's Executive Chairman as well as the majority of itsboard members were replaced and a new management team was appointed as furtherset out below. The Company's new management is determined to change theCompany's current business trajectory and to seek actively to utilise theCompany's resources in order to maximize value for its shareholders. The Company intends to explore business opportunities in various sectors. Inthis regard, the Company intends to acquire control of suitable businesses orto establish (whether by itself or together with joint venture partners)businesses in which the management of the Company would be actively involved.Such opportunities will generally be businesses which: * generate revenue from ongoing operations; * offer potential for growth; and * are managed by professional and experienced management. The Company would be involved in the management of these businesses through theappointment of its representatives as directors of these businesses,involvement in the appointment of their key executives and maintaining ongoingcommunication with their management. The Company would seek to finance such transactions by a combination of equityand external debt. The Company has identified the Proposed Transaction as beingone which meets the above criteria. Extraordinary General Meeting A notice convening the Extraordinary General Meeting to be held at 2.00p.m. on30 October 2013 at the Frobisher Room, Barbican Centre, Silk Street, LondonEC2Y 8DS, United Kingdom is attached to the Circular which has been sent toshareholders today. Consequences of the Transfer Resolution not being passed If the Transfer Resolution is not passed at the Extraordinary General Meeting,the Company would retain its premium listing. Under such circumstances, theCompany would be forced to withdraw its proposal to the Court. Accordingly, ifthe Transfer Resolution is not passed, the Board will have to abandon theProposed Transaction. There can be no certainty that the Board will find asuitable alternative acquisition opportunity in the short term. Recommendation The Board considers that the proposed transfer of listing category on theOfficial List from premium (commercial company) to standard is in the bestinterests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favourof the Transfer Resolution. The Proposed Transaction The Company is proposing an investment in IDB pursuant to which the Company andNetz Group would subscribe NIS826,000,000 for new shares in IDB constituting atleast 80 per cent. of the issued share capital of IDB post investment. Theremaining issued share capital will be held by the existing shareholders ofIDB. Of the NIS826,000,000 proposed to be invested in IDB, it is proposed thatthe Company invest NIS743,400,000 and Netz Group would invest NIS82,600,000. The Company proposes to incorporate Newco, to be owned as to approximately 70.3per cent. by Emblaze and as to approximately 29.7 per cent. by Nochi Dankner,the current controlling shareholder of IDB, in order to subscribe for suchnumber of new shares in IDB as shall equate to approximately 72 per cent. ofthe issued shares of IDB post investment. Netz Group will in turn subscribe forsuch number of new shares in IDB as shall equate to approximately 8 per cent.of the issued shares of IDB post investment. The Proposed Transaction will be conditional upon, inter alia, the following: (a) the unconditional approval of the Proposed Transaction by the Company (noteshareholder approval will not be required for the Proposed Transaction if theProposed Transfer is approved); (b) the approval of the Proposed Transaction by the creditors of IDB; (c) the approval of the Proposed Transaction by the Court; (d) various regulatory approvals required in connection with the transfer ofcontrol of IDB and its subsidiaries, and the implementation of the ProposedTransaction (as set out further below). Under the terms of the Proposed Transaction, on completion of the ProposedTransaction: (a) IDB shall have no liabilities towards its financial creditors; (b) IDB shall hold more than 50 per cent of the issued share capital of IDBD,currently a wholly-owned subsidiary of IDB and the Company will (i) control themajority of votes at Newco's board and shareholder meetings; and (ii) have theright to appoint the majority of board members of IDB, IDBD and other IDB GroupCompanies. Newco will hold the majority of votes at IDBD's shareholdermeetings; (c) the current proceedings issued in Court by IDBD bondholders in connectionwith IDBD debts shall be discontinued; and (d) the creditors of IDB will hold less than 50 per cent of the shares of IDBDand will be afforded customary minority shareholders rights. The IDB creditorsare comprised of institutional investors, private investors and banks. The debtis comprised of several classes of bonds and bank loans. The financialliabilities of the other members of the IDB Group will not be dischargedfollowing completion of the Proposed Transaction. The Company, Nochi Dankner and Netz Group are currently negotiating a set ofagreements which would govern their relationship with regard to the proposedinvestment and their ongoing relationship as (direct or indirect) shareholdersof IDB, including with regard to voting at shareholder meetings, appointment ofdirectors in the IDB group, rights of first refusal, tag along rights, putoptions and other matters, subject in each case to successful completion of theProposed Transaction. The Company's cash and cash equivalents are approximately US$143m as at 30 June2013. The Company is currently in negotiations with third parties (potentialinvestors and financial institutions) to secure a further US$80m(approximately) of new debt and/or equity funding which, when aggregated withits own resources and those of the other consortium members, will provide theCompany with the funding to complete the Proposed Transaction on the termsproposed. The Company does not intend to issue further equity to raise fundingfor the Proposed Transaction; however additional investors may be brought intothe consortium. Any such investors may invest equity either in Newco or in IDBwhich would dilute the Company's shareholding in IDB however it would retaincontrol of IDB. In addition the Company may seek to bridge a proportion of theUS$80m funding gap with debt. The overall terms and conditions of the Proposed Transaction are still beingnegotiated and may change. In particular the terms of the Company's Proposal tobe submitted to the Court on 20 October 2013 may differ (including as to theprice offered) to the terms announced on 15 August 2013. Furthermore the Courtprocess is a competitive bid process and as such the Company may submit afurther revised Proposal to the Court at a later date. On submission of the Proposal to the Court on 20 October 2013 the Company willissue an announcement via a Regulatory Information Service summarising the keyterms of the Proposed Transaction (both in relation to IDB and the final termsagreed by the Company with other consortium members). The Company will notifyShareholders of any updates with regard to the Proposed Transaction and/or anymaterial changes to the terms of its Proposal by issuing further announcementsvia PRN, a Regulatory Information Service. All such announcements may also beviewed at the same time on the Company's website at www.emblaze.com. If theProposed Transfer is approved, Shareholders will not be required to approve thefinal terms of the Proposed Transaction. Commercial rationale for the Proposed Transaction IDB is one of Israel's largest and diverse holding companies. IDB ownssignificant interests in undertakings with leading market positions in theIsraeli industry, retail and services (through the largest retail company inIsrael), insurance (through the second largest insurance company in Israel),telecommunications (through the largest cellular company in Israel), technologyand real estate sectors (through one of the leading real estate company inIsrael), as well as holdings in the financial services and real estate sectorsoutside Israel. Most of the major companies held by IDB are traded on TASE orNASDAQ. In April 2013 a bondholder of IDB initiated a liquidation application againstit owing to a going concern note in IDB's 2012 annual report and accounts. InJune 2013, the trustees of the IDB bondholders applied to the Court for acompromise arrangement in accordance with Section 350 of the Israel CompaniesLaw, 1999 (Compromise or Arrangement). The IDB creditors are predominantlyinstitutional investors, private investors and banks and IDB's debt comprisesbank loans and several classes of bonds. On 9 June 2013, the court made adecision in which it ordered proposals for a creditors' arrangement to be filedand examined by a Court-appointed expert. Several Proposals were filed andexamined, including an outline for a scheme of arrangement submitted by IDB on7 July 2013. The Proposed Transaction is intended to be carried out as part ofthe potential implementation of such outline scheme of arrangement. The trustees of the bondholders of IDB reported that they had entered into anagreement with a corporation controlled by Mr Eduardo Elstein regarding aninvestment in IDBD as part of an outline scheme of arrangement proposed bythem. On 26 August 2013, the Court set 20 October 2013 as the extended deadline forparties to submit Proposals. Any Proposal submitted to the Court and approvedby the Court as suitable will be reviewed by an expert appointed by the Courtby 30 October 2013. Such Proposal(s) will then be put to a general meeting ofIDB creditors, which is required to be held no later than 14 November 2013 anda Court hearing for the approval of an arrangement is scheduled for 25 November2013. If the Company's Proposal is approved by the IDB creditors and the Court inaccordance with the provisions of Section 350 of the Israeli Companies Law,1999, and the Proposed Transaction is completed, then, by virtue of the powervested in the Court under this legislation, IDB will be acquired by the Companydebt-free. If, on the other hand, no Proposal (whether the Company's Proposalor a competing Proposal) is approved, this may lead to the liquidation of IDB. IDBD bondholders also applied to the Court for a compromise arrangement inaccordance with Section 350 of the Israel Companies Law, 1999 (Compromise orArrangement). If the Company's Proposal is approved by the IDB creditors andthe Court in accordance with the provisions of Section 350 of the IsraeliCompanies Law, 1999, and the Proposed Transaction is completed, the said IDBDproceedings will also be terminated as part of the overall arrangement and IDBDwill be acquired as a going concern. The Board considers the acquisition of a controlling interest in IDB (throughthe Court process) represents an attractive and opportunity to acquire controlof the assets of IDB at a significant discount to the aggregate cost ofacquiring such assets individually. The Company's Proposal is aligned with the intentions of the Company'smanagement which are aimed at maximizing value to the Company's shareholders.The Board believes that there are certain efficiencies and cost cuttingmeasures within the management and operations of IDB which, once implemented,will deliver increased revenues for IDB and consequently the Company. The Board considers that the Proposed Transaction, and the exposure to the IDBGroup, will enable the Company to pursue significant business opportunities. Submission of Proposal regarding the Proposed Transaction In order to approve and implement the Proposed Transaction, the Company isrequired to submit its Proposal regarding the Proposed Transaction to theCourt. If the Court approves the terms of the Proposed Transaction as furtherdetailed below, it shall then be presented to IDB's creditors for theirapproval. Following the approval of IDB's creditors, the Court will then berequired to consider and sanction the Proposed Transaction. As the approvals ofthe IDB creditors and the Court are needed, the structure of the ProposedTransaction is subject to change. The Court has set 20 October 2013 as the extended deadline for parties tosubmit Proposals. Any Proposal submitted to the Court and approved by the Courtas suitable will be reviewed by an expert appointed by the Court by 30 October2013. Such proposal(s) will then be put to a general meeting of IDB creditors,which is required to be held no later than 14 November 2013. Assuming a proposal is approved at the general meeting, the Court will thenconsider the proposal further on 25 November 2013 and sanction it accordingly. The Company has no control over the Court deadline and is not able to guaranteean extension to it. Furthermore, there is no certainty that the Court willconsider the Company's proposal as being acceptable (since it will not beingunconditional as far as the Company is concerned) nor that it will be approvedby the general meeting of IDB's creditors or sanctioned by the Court.Furthermore, if such approvals are obtained, there is no certainty that thevarious regulatory approvals required in connection with the transfer ofcontrol of IDB and its subsidiaries will be obtained. Completion of the Proposed Transaction is otherwise dictated by variousregulatory consents that will be required. In particular, the major consents which will be required are: (a) from the Ministry of Communication (in relation to the change of control ofCellcom); (b) from the Officer of the Capital Market, Insurance and Savings (in relationto the change of control of Clal Insurance Enterprises Holdings Ltd); and (c) from the General Director of the Israeli Anti-trust Authority. Furthermore, in light of the size of the IDB group and the scope of itsactivities, various other consents and approvals will likely be required fromvarious regulators. Assuming the Proposed Transaction is sanctioned by the IDBcreditors and by the Court, it is believed that all other consents andapprovals required in connection with the Proposed Transaction will be obtainedby the end of the first quarter 2014. Information on IDB IDB is one of Israel's largest holding companies which, through IDBD, holds amixture of majority and minority shareholdings in companies that are engaged invarious sectors of the Israeli economy and overseas. It is an Israeli residentincorporated in Israel. The securities of IDB are listed on TASE. Selected financial information on IDB The information set out below has been extracted without adjustment from: (i)the consolidated audited annual accounts of IDB Group for the years ending 31December 2010, 31 December 2011 and 31 December 2012 and (ii) consolidated theunaudited interim results for the IDB Group for the six months ending 30 June2013. Year ended 31 December Half year ended 2010 2011 2012 30 June 2013 (NIS, (NIS, (NIS, (NIS, millions) millions) millions) millions) Current assets 30,733 26,521 21,629 22,260 Total assets 136,622 132,723 124,577 126,869 Non-current 104,820 109,298 105,399 106,216liabilities Current liabilities 21,988 17,242 16,195 16,955 Equity/deficit 811 (1,106) (1,835) (1,961)attributed to theshareholders of IDB Year ended 31 December Half year ended 2010 2011 2012 30 June 2013 (NIS, (NIS, (NIS, (NIS, millions) millions) millions) millions) Revenues 41,070 37,632 40,924 19,433 Expenses 38,703 40,582 41,372 18,676 Profit (loss) before 2,367 (2,950) (415) 757taxeson income Taxes on income (1,138) (840) (585) (327) Profit from 643 407 292 -discontinuedoperation net of tax Net profit (loss for 1,872 (3,383) (708) 430 the year) Net profit (loss) 91 (2,718) (947) 22for the yearattributable to: Theowners of IDB Non-controlling 1,781 (665) 239 408 interests 1,872 (3,383) (708) 430 According to a submission made by the board of directors of IDB to the Court inthe proceedings in accordance with Section 350 of the Israeli Companies Law,details of which are summarised below, the significant events which have led tothe deterioration in the business and financial position of IDB since the firsthalf of 2012 derived from a combination of macro-economic circumstances,regulatory changes and unforeseen events, which have together materially andadversely affected the business of the main operating IDB Group companies. Suchcircumstances include: (i) regulatory changes in the telecommunications andinsurance sectors which affected the market capitalisation of Cellcom and ClalInsurance; (ii) the effects of an anti-capitalist social protest which affectedIsrael in the summer of 2011 and adversely affected Shufersal; (iii)recommendations made by a government appointed committee in September 2011concerning a proposed liberalisation of the cement market in Israel whichadversely affected Nesher Israel Cement Enterprises Ltd (IDB no longer hasholdings in that company); (iv) several unsuccessful transactions, inparticular investments in US real estate; (v) unforeseen regulatory andlegislative changes in connection with the implementation of IFRS 9 haveinfluenced the calculation of profits by IDB Group companies and adverselyaffected their ability to pay dividends (due to the fact that losses attributedto the investment in Credit Suisse could not be recognised for certainpurposes); (vi) investments made by IDB Group companies in oil and gasexplorations have not yet produced revenues and therefore IDB recognised adecrease in the value of such holdings. IDB has been undertaking actions inorder to improve its liquidity. Holdings of IDBD IDBD operates primarily in the following sectors: Communications: IDBD holds, through a subsidiary holding company, approximately42 per cent. of the issued share capital (and approximately 45.3% of the votingrights) in Cellcom Israel Ltd, one of Israel's leading providers of a range ofcommunications services focusing primarily on providing cellular communicationsservices; a. Financials: IDBD currently holds approximately 55 per cent. of the issued share capital of Clal, one of Israel's largest insurance groups. Clal's focus is on the following areas: * long term insurance; * general insurance; * health insurance; and * financial services. As part of its operation in the financial services sector, IBDB also holds c.2per cent. of the shares of Credit Suisse (although IDBD does not hold controlor management rights in Credit Suisse and does not appoint board members); b. Technology: IDBD holds, through a subsidiary holding company, approximately 15.2 per cent. of the issued share capital of Given Imaging Ltd., a company which develops, manufactures and markets innovative diagnostic products for the visualisation and detection of disorders of the gastrointestinal tract. In addition, IDBD holds, through a subsidiary holding company, approximately 50.3 per cent. of Elron Electronic Industries Ltd., an Israeli holding company dedicated to building technology companies, primarily in the field of medical devices; c. Real Estate: IDBD holds, through a subsidiary holding company, approximately 76.45 per cent. of the issued share capital of Property and Building Corporation Ltd., a company specialising in the fields of both revenue-generating properties and residential construction in high demand areas (both in Israel and abroad); d. Industry and Energy: IDBD holds, through subsidiary holding companies, 40 per cent. of the issued share capital of Makhteshim Agan Industries Ltd. (" Makhteshim"), a company which specialises in the chemicals industry and focuses mainly in the area of agrochemistry (dealing in crop-protection products). The other 60 per cent. of Makhteshim shares are held by China National Agrochemical Corporation, a subsidiary of China National Chemical Corporation ("Chemchina"). In accordance with a shareholders' agreement between Chemchina and Koor Industries Ltd ("Koor") (the holding company through which IDBD holds its share at Makhteshim), as long as Chemchina holds 50 per cent. of Makhteshim shares it can nominate at least two more directors to the board of Makhteshim than Koor can nominate; and e. Retail: IDBD holds, through a subsidiary holding company, approximately 47.16 per cent. of the issued share capital (and approximately 49.5% of the voting rights) in Shufersal Ltd., one of the largest retail food chains in Israel. Expected Timetable of Principal Events The following timetable sets out the expected dates for implementation of theProposed Transfer and the Proposed Transaction (some of which are indicative): Time and/or date1 Record date Close of business on 25 October 2013 Date of submission to the Court of proposals in No later than 20 October 2013relation to IDB2 Date on which Court appointed expert finalises No later than 30 October 2013his review of the proposal(s) in relation to IDBand makes his recommendations2 Latest time and date for return of Forms of 2.00p.m. on 27 October 2013Direction for use at the Extraordinary GeneralMeeting Latest time and date for return of Forms of 2.00p.m. on 28 October 2013Proxy for use at the Extraordinary GeneralMeeting Extraordinary General Meeting 2.00p.m. on 30 October 2013 General meeting of IDB creditors to vote on the No later than 14 November 2013proposal(s) in relation to IDB2 Date of sanction by the Court of the proposal 25 November 2013approved by the IDB creditors in relation toIDB2 Date upon which the transfer of listing category 28 November 2013will become effective Expected date of completion of the Proposed Q1 2014Transaction if sanctioned by the Court3 (1) All times shown in this document are London times unless otherwise stated.Some dates are indicative only and are subject to change at the absolutediscretion of the Company. If the expected date of the Extraordinary GeneralMeeting or any other key date is changed, the Company will give notice of thischange by issuing an announcement via a Regulatory Information Service. (2) According to the timetable determined by the Court. The Court appointedrepresentatives have recently submitted an application to the Court seeking toextend the timetable for submitting Proposals (including the Company'sProposal) to 3 November 2013. If the Court consents to this, these dates maychange. The Company will notify Shareholders of any major changes by issuing anannouncement via a Regulatory Information Service. (3) Since the Proposed Transaction requires the approval of at least 75 percent. of the IDB creditors and the sanction of the Court, there is no certaintythat the Proposed Transaction will complete. In addition, completion of theProposed Transaction will be conditional upon various regulatory approvalsbeing obtained. 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 Appendix AIM AIM, the market operated by the London Stock Exchange Board the board of directors of the Company Company or Emblaze Emblaze Ltd, a public limited company incorporated in Israel (registered number 52-004292-0) Court the District Court of Tel Aviv, Israel Depository Interests dematerialised depository interests representing underlying Ordinary Shares, created to facilitate electronic settlement of dealings in Ordinary Shares through CREST Enlarged Group the Group as enlarged following completion of the Proposed Transaction Extraordinary General the extraordinary general meeting of the CompanyMeeting convened for 2.00p.m. on 30 October 2013 at the Frobisher Room, Barbican Centre, Silk Street, London EC2Y 8DS, United Kingdom by the Notice of Extraordinary General Meeting Form of Direction the form of direction for use by Depository Interest Holders in connection with the Extraordinary General Meeting Form of Proxy the form of proxy for use by Shareholders in connection with the Extraordinary General Meeting FCA the Financial Conduct Authority FSMA the Financial Services and Markets Act 2000 (as amended) Group Emblaze and its subsidiary undertakings IDB IDB Holdings Corporation Ltd, a company registered in Israel (no 520028283) IDBD IDBD Development Corporation Ltd, a company registered in Israel (no 520032285) and a wholly owned subsidiary of IDB IDB Group IBD and its subsidiary undertakings IFRS International Financial Reporting Standards Israeli Companies Law the Israeli Companies Law 5759-1999 and any regulations promulgated thereunder Listing Rules the Listing Rules made by FSMA governing, amongst other things, admission of securities to the Official List London Stock Exchange London Stock Exchange plc Main Market the main market for trading in the listed securities of companies on the London Stock Exchange Model Code the model code on directors' dealings in securities, as set out in Annex 1 to Chapter 9 of the Listing Rules NASDAQ the National Association of Securities Dealers Automated Quotations, a computerized system for trading in securities operated by the NASDAQ OMX Group, Inc Newco a new company to be incorporated and owned as to approximately 70.3 per cent. by Emblaze and as to approximately 29.7 per cent. by Nochi Dankner for the purpose of undertaking the Proposed Transaction Notice of Extraordinary the notice convening the Extraordinary GeneralGeneral Meeting Meeting as set out at the end of the Circular Netz Group Netz Group Limited, a company registered in Israel (no 520039389) Official List the official list of the FCA Ordinary Shares ordinary shares of NIS0.01 each in the capital of the Company PRN PR Newswire Proposals means the Proposals submitted to the Court in relation to IDB's debt arrangements Proposed Transaction the proposed transaction described in Part 4 of the Circular Proposed Transfer the proposed transfer of the Ordinary Shares out of the category of a premium listing (commercial company) on the Official List and into the category of a standard listing on the Official List Regulatory Information one of the regulatory information servicesService authorised by the Financial Services Authority to receive, process and disseminate regulatory information from listed companies TASE means the Tel Aviv Stock Exchange Transfer Resolution the special resolution to be proposed at the Extraordinary General Meeting in relation to the Proposed Transfer, as set out in the Notice of Extraordinary General Meeting Shareholders holders of Ordinary Shares UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland UKLA the United Kingdom Listing Authority, acting in its capacity as the competent authority for the purposes of Part VI of FSMA