Last checked at 28 Mar 2017 10:37
28 March 2017
MTI Wireless Edge Ltd
("MTI" or the "Company")
Directorate change and notice of Annual General Meeting and Extraordinary General Meeting
The Board of MTI Wireless Edge (AIM: MWE) is pleased to announce the conditional appointment of David Yariv as a non-executive director of the Company. Mr Yariv's appointment is conditional on the consent of shareholders at the Company's forthcoming Annual General Meeting (the "AGM") and Extraordinary General Meeting (the "EGM"), to be held on 12 May 2017 and, if approved, the appointment will become effective as from the closing of the AGM and the EGM.
David Yariv started his career with Israeli Naval Academy in 2000 and was a Naval officer from 2002 to 2006. In 2009 he began his engineering career in Elbit Systems and today he serves as Chief System Engineer in Israel Aircraft Industries. Mr Yariv holds a B.Sc in Electrical Engineering from the Tel-Aviv University, specializing in Computers, micro- waves and optics, and an MBA from Bar-Ilan University, specializing in finance.
Dov Feiner, MTI's Chief Executive Officer, commented: "We are extremely pleased with the addition of David Yariv to our Board and believe that he will be helpful to MTI as we continue to expand our technological advantages."
Notice of AGM and EGM
The Board announces that the AGM will be held at 10.00 am (London time) on Friday, 12 May 2017 at the offices of Allenby Capital Limited, 3 St Helen's Place, London, EC3A 6AB to:
1. Present the 2016 financial reports;
2. re-elect Mr. Zvi Borovitz as a non-executive chairman of the Company;
3. re-elect Mr. Dov Feiner, the Company's CEO, as a director of the Company;
4. re-elect Mr Moni Borovitz, the Company's CFO, as a director of the Company;
5. re-elect Mr Zvi Kanor as a non-executive director of the Company; and
6. re-appoint BDO Israel LLP as the Company's auditors for the year ended 31 December 2017 and to authorize the directors to determine the auditors' remuneration for the year ended 31 December 2017.
In addition, the Board announces that an EGM will also be held at the same location and after the conclusion of the AGM for the purpose of seeking shareholders' approval to appoint Mr David Yariv as a non-executive director of the Company and approving his annual fee as an external director of the Company (being US$18,000 per annum) and reimbursement of expenses. In addition, Mr. Yariv will benefit from Company's insurance policy for directors and deed of indemnification, as approved for all director at the shareholders meeting held in February 2016.
Transactions with the Company's controlling shareholder
Mokirei Aya Ltd, the controlling shareholder of MTI Computers and Software Services (1982) Ltd. ("MTI Computers"), which holds 27,031,897 Ordinary Shares, representing approximately 52.1% of the issued share capital of the Company, has entered into shareholders' agreement in respect of MTI Computers with the Beer family, which Mr. Yariv is a part of. Accordingly, the appointment of Mr. Yariv as a director of the Company and his receiving the benefit of the insurance and deed of indemnification for his activity as director require approval under Israeli Companies Law.
Under the Israeli Companies Law the approval of the director's fee, the insurance and the indemnification of Mr. Yariv as director of the Company requires a special majority vote in favour in order for it to be validly passed.
Under the Israeli Companies Law, a resolution concerning an exceptional transaction of a public company with its "controlling shareholder" or with another person in whom the controlling shareholder has a personal interest requires the approval of the company's audit and\or remuneration committee, its board of directors and its shareholders in general meeting provided that, in the case of the latter approval, either of the following conditions is satisfied:
(a) the majority of votes in favour includes more than 50% of the shares shareholders who have no "personal interest" in the approval of the resolution and who vote on the resolution; or
(b) the total number of shares of shareholders who have no "personal interest" and who vote against the resolution does not exceed 2% of the issued share capital of the Company.
Shareholders appearing on the Company's registrar on 20 April 2017 are entitled to vote at the AGM and EGM in person or by proxy.
Shareholders should note that Mrs Lihi Elimelech Bechor and Mr. Richard Bennett will remain in their positions as non-executive external directors of the Company.
Pursuant to Schedule 2 (g) of the AIM Rules for Companies the following is disclosed in relation to David Yariv:
David Yariv (age 36):
Current Directorships and Partnerships Held | Directorships and Partnerships held in the previous 5 years
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None | None |
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There is no further information required to be disclosed in respect of the above appointment pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies.
Contacts:
MTI Wireless Edge Dov Feiner, CEO Moni Borovitz, Financial Director | http://www.mtiwe.com/ +972 3 900 8900 |
Nomad and Joint Broker Allenby Capital Limited Nick Naylor Alex Brearley | +44 20 3328 5656
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Joint BrokerPeterhouse Corporate Finance LimitedLucy Williams Eran Zucker | +44 20 7469 0930 |
About MTI Wireless Edge
MTI is engaged in the development, production and marketing of High Quality, Low Cost, Flat Panel Antennas for Commercial & for Military applications. Commercial applications such as: WiMAX, Wireless Networking, RFID readers &, Broadband Wireless Access. With over 40 years' experience, supplying antennas 100KHz to 90GHz including directional antennas and Omni directional for outdoor and indoor deployments including Smart Antennas for WiMAX, Wi-Fi, Public Safety, RFID and for Base Stations and Terminals - Utility Market. Military applications include a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola's IRRInet state of the art control, monitoring and communication technologies. Mottech, headquartered in Israel, is the global prime distributor of Motorola for the IRRInet remote control solutions serving its customers worldwide through its subsidiaries and a global network of local distributers and representatives. It utilizes over 25 years of experience in providing its customers with remote control and management systems which ensure constant, reliable and accurate water usage, while reducing operational costs and maintenance costly expenses. Mottech's activities are focused in the market segments of agriculture, water distribution, Municipal and Commercial Landscape and Wastewater and Storm water Reuse.