Notice of Special Meeting

1 May 2008 08:30

Orad Hi-Tec Systems01 May 2008 Orad Hi-Tec Systems 1 May 2008 Orad Hi-Tec Systems Ltd. ("Orad" or the "Company") Proposed Cancellation of Admission to Trading on AIM of the Ordinary Shares of the Company Notice of Special Meeting Orad Hi-Tec Systems Limited (Symbol: OHT) announces that it has today posted acircular to shareholders regarding the proposed cancellation of admission totrading on AIM of the Ordinary Shares (of nominal value NIS 0.01 each) of theCompany (the "Cancellation" or the "Ordinary Shares" as appropriate), subject toshareholder approval at a special meeting to be held at 11.00 a.m. (Israel time)on Wednesday 4 June 2008 ("Special Meeting"). The circular (the "Circular") gives shareholders details of, and seeks approvalfor, the Cancellation. The Circular includes a notice of Special Meeting, atwhich, a resolution will be proposed to effect the Cancellation. A copy of theCircular is available on the Company's website at www.orad.tv Shareholders are urged not to take any action until they have taken theopportunity to consider the Cancellation in full as set out in the Circular. The Cancellation is conditional upon the approval of not less than 75 per cent.of the votes cast at the Special Meeting by shareholders of the Company (whetherpresent in person or by proxy) including a shareholder directed to vote byholders of depositary interests in accordance with a validly submitted form ofdirection. Background to the Cancellation The directors of the Company have applied to the London Stock Exchange plc (the"Exchange") pursuant to Rule 41 of the AIM Rules to cancel (subject to thepassing of the resolution at the Special Meeting) the admission to trading onAIM of the Ordinary Shares. In arriving at this decision, the Directors haveconsidered (1) the significant ongoing expenses associated with maintaining alisting on AIM (in addition to its listing on Frankfurt's Wertpapierborse PrimeStandard ("WPS")), (2) the relative inactivity, in Ordinary Share trading volumeterms, of the AIM market, and (3) the lighter regulatory burden which would befaced by the Company following the Cancellation. The Cancellation should,therefore, result in the Company reducing its administrative cost burden.Accordingly, the Directors believe that it is in the best interests of theshareholders generally to seek Cancellation at the earliest opportunity. TheCompany has separately notified the Exchange of its preferred date for theCancellation, being 12 June 2008. Following Cancellation, the Ordinary Shares will not be listed on any publiclyquoted market in the UK. The Ordinary Shares, however, will continue to betraded on the WPS segment of the Frankfurt Stock Exchange (with ticker symbol:WKN 928634). The Ordinary Shares have been traded on the Frankfurt StockExchange since 1999. The ISIN of the Company remains: IL0010838071. If you are a holder of depositary interests, then within 90 days of receivingnotice from Capita IRG Trustees Limited ("CIRGT") of the termination of theDepositary Agreement, you must request from CIRGT a "CREST Withdrawal form" andnotify CIRGT to whom, within the Clearstream banking system, you wish totransfer your Ordinary Shares. The Ordinary Shares may be transferred toClearstream Banking Frankfurt (CBF), Clearstream Banking Luxembourg (CBL) orEuroclear (EC). If you do not have an account with any of the above, you shouldcontact a custodian bank like Deutsche Bank AG, Frankfurt (contact person: RuthBurgermeister, Domestic Custody Service, Deutsche Bank Frankfurt, Tel.: +49 (0)69 910 63454, Fax: +49 (0)69 910 69817, email: ruth.buergermeister@db.com) inorder to set up custody services. If you do not send CIRGT notification to whomto transfer your Ordinary Shares, then at the expiration of the 90 daynotification period, CIRGT shall sell your Ordinary Shares and send you theproceeds after deducting expenses. In accordance with Rule 41 of the AIM Rules for Companies, the Cancellation willonly take effect five (5) clear business days after shareholder approval for theCancellation has been obtained and once a dealing notice has been issued by theExchange. Accordingly, it is currently anticipated that the Cancellation willtake place with effect from June 12, 2008. Enquiries: ORAD Hi-Tec Systems Ltd +972 9 7676 862 Ehud Ben-Yair ehudb@orad.tv C.F.O Shore Capital Graham Shore, London, UK +44 20 7408 4090 Edicto Investor Relations Dr. Sonke Knop, Frankfurt Germany +49 608494859-1 About Orad Founded in 1993, Orad is a world leader in TV production technology and israpidly increasing its position in the real time three dimensional graphicmarkets. Orad's product line includes virtual studios, on-air graphics systems,channel branding, virtual advertising, sports production solutions and hardwarefor the Virtual Reality industry. Orad is a publicly traded company in the PrimeStandard on Frankfurt's Wertpapierborse Prime Standard and AIM Market of theLondon Stock Exchange (symbol: OHT). www.orad.tv This information is provided by RNS The company news service from the London Stock Exchange