RNS Number:7836T
Gilat Satcom Limited
06 May 2008
SATCOM SYSTEMS LTD. (the "Offeror")
(incorporated and registered in the State of Israel under the Israeli Companies
Ordinance (New Version 5743-1983) with registered number 520041674)
6 May 2008
To shareholders of Gilat Satcom Ltd. (the "Company")
RE: Cash offer for all of the share capital of Gilat Satcom Ltd. (other than
that which is already held by the Offeror)
Dear Shareholder:
Offeror hereby offers to acquire all of the Company Shares other than those
Company Shares already held by Offeror, equal to 1,807,027 Company Shares or
10.21%(1) of the issued share capital of the Company (the "Offeree Shares"). The
Offer is subject to the terms and conditions set out below and in Appendix I of
this Letter, and, if you hold Certificated Company Shares, in the accompanying
Form of Acceptance.
Terms that are not expressly defined in the text of this Letter are defined in
Appendix II: Definitions, attached hereto.
1. Cautionary Note.
THE COMPANY IS AN ISRAELI COMPANY WHOSE SECURITIES ARE TRADED ON THE AIM MARKET
OF THE LONDON STOCK EXCHANGE. COMPANY SHAREHOLDERS SHOULD BE AWARE THAT THE
OFFER IS NOT GOVERNED BY OR SUBJECT TO THE CITY CODE ON TAKEOVERS AND MERGERS
AND IS SUBJECT TO THE ISRAELI COMPANIES LAW (1999-5799). THIS OFFER AND ANY
CONTRACT ENTERED INTO PURSUANT TO THIS OFFER AND ALL TERMS CONTAINED IN THIS
LETTER AND THE ACCOMPANYING FORM OF ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ISRAEL. IN ADDITION, THE
OFFER HAS BEEN DESCRIBED IN THIS LETTER IN A MANNER THAT MAY BE DIFFERENT FROM
THE MANNER IN WHICH TENDER OFFERS ARE CUSTOMARILY DESCRIBED IN OTHER
JURISDICTIONS, INCLUDING (WITHOUT LIMITATION) ISRAEL AND ENGLAND AND WALES, AND
DOES NOT INCLUDE ALL OF THE INFORMATION THAT MAY BE REQUIRED OR THAT IS
CUSTOMARILY INCLUDED IN SUCH JURISDICTIONS.
If you have sold or otherwise transferred all of your Company Shares, otherwise
than pursuant to the Offer, please send this Letter, together with the
accompanying Form of Acceptance as soon as possible to the purchaser or
transferee or to the stockbroker, bank or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
2. Terms of the Offer
The Offer is being made on the following basis:
Offeror will pay 90p in cash for each of the Offerree Shares.
The Offer represents a premium of approximately:
* 7.14 per cent. to the Closing Price of 84 p per Company Share on 2 May 2008,
being the last Business Day prior to the commencement of the Offer Period;
* 28.66 per cent. to the average Closing Price of 69.95 p per Company Share for
the six month period up to and including 2 May 2008, being the last Business Day
prior to the commencement of the Offer Period; and
* 58.59 per cent. to the average Closing Price of 56.75 p per Company Share for
the twelve month period up to and including 2 May 2008, being the last Business
Day prior to the commencement of the Offer Period.
The Company Shares will be acquired by Offeror pursuant to the Offer fully paid
and free from all liens, equities, mortgages, charges, encumbrances, rights of
pre-emption and other third party rights and interests and together with all
rights now or hereafter attaching thereto, including all voting rights and the
right to receive and retain in full all dividends and other distributions
accrued, announced, declared, made or payable on or after the Acceptance Date
(as defined below).
The Offer is being sent to Company Shareholders appearing on the Register at the
close of business on 2 May 2008 in respect of Company Shares held by them on
that date.
The Offer extends to all Offeree Shares and remains open for acceptance until 3:
00pm (London time) on 2 June 2008 (the "Acceptance Date") (subject to paragraph
2 of Appendix I).
Your attention is drawn to paragraph 12 of this Letter and the accompanying Form
of Acceptance, which set out the procedure for acceptance of the Offer, and to
Appendix I to this Letter, which contains further terms of the Offer.
3. Conditions of the Offer
The Offer is conditional on the following:
(i) the shareholdings of the Non-Tendering Shareholders being less than five
percent (5%) of the entire issued share capital of the Company such
that the Offeror will acquire all of the Offeree Shares either directly through
the Offer or through the Offer and pursuant to a compulsory transfer of shares
under the Companies Law, as described in paragraph 4 of this Letter;
(ii) no 'event' having occurred during the period before the
Acceptance Date which Offeror did not know and could not have known of, and did
not foresee and could not have foreseen, in each case, on the date of this
Offer, the occurrence of such 'event,' where such event would cause the terms of
the Offer to become materially different from the terms which a reasonable
offeror would have proposed had it known of such event on the date of this
Offer; and
(iii) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, authority, court, trade agency,
association or institution or professional or environmental body or any other
similar person or body having decided to make, take, institute or implement or
threaten in writing any action, proceedings, suit, investigation, enquiry or
reference or having required any action to be taken or having made, proposed or
enacted any statute, regulation, order or decision (and in each case, not having
withdrawn the same) or otherwise having done anything which would or might
reasonably be expected to: (i) make the Offer or its implementation or the
acquisition or the proposed acquisition by Offeror of any Offeree Shares void,
illegal or unenforceable under the laws of any jurisdiction, or otherwise
directly or indirectly prohibit or materially restrain, restrict, prevent or
delay the same or impose material additional adverse conditions or financial or
other obligations with respect thereto, or otherwise materially challenge or
interfere therewith; or (ii) adversely affect any or all of the businesses,
assets, profits or financial or trading position of the Company or any of its
subsidiaries to an extent which is material in the context of the Company or of
the obligations of Offeror in connection with the Offer.
If any of the above conditions have not been met on or before the Acceptance
Date, the Offer shall lapse and the Offeror shall, as soon as practicable
thereafter, notify the Company Shareholders in writing of such termination and
follow the procedures set forth in paragraph 15 hereof. Notwithstanding the
foregoing, Offeror reserves the right to waive conditions (ii) and (iii) in
whole or in part.
4. Compulsory Transfer of Shares of Non-Tendering Shareholders.
Under Section 337 of the Companies Law, if there is a tender offer for all of
the issued shares of an Israeli public company and the shareholders
of such company that elect not to tender their shares in the tender
offer own less than five percent (5%) of the issued share capital of
such company, those non-tendering shareholders shall be obliged to transfer
their shares in the company to the offeror.
Accordingly, if the Non-Tendering Shareholders hold less than five percent of
Company's issued share capital at the Acceptance Date (as may be extended
pursuant to paragraph 2 of Appendix I) (i.e. less than 884,603(2) Company
Shares), then the Non-Tendering Shareholders shall be obliged to sell their
Company Shares to the Offeror and the Offeror shall buy such shares at the price
specified in the Offer. In such case, following the Acceptance Date, the
Offeror shall deliver payment for the Company Shares held by the Non-Tendering
Shareholders at the price per share specified in the Offer and in the manner
specified in paragraph 14 of this Letter (as may be amended from time to time),
(the "Non-Tendering Consideration"). Upon payment of the
Non-Tendering Consideration, the Company Shares of the Non-Tendering
Shareholders shall be transferred to Offeror and the shareholders' register of
the Company shall be updated to reflect Offeror as the owner of the Company
Shares held by the Non-Tendering Shareholders.
Non-Tendering Shareholders that are Israeli Resident should deliver to
Computershare in accordance with the procedure described at paragraph 11 of this
Letter, either (i) a completed Declaration -Israeli Resident as set forth at
Appendix IV of this Letter, or (ii) a certificate from the Israeli Income Tax
Authorities of exemption from withholding tax or of a reduced tax rate.
Non-Tendering Shareholders that are resident in jurisdictions other than Israel
should complete the Declaration - Non Israeli Resident set forth at Appendix V
of this Letter and return it Computershare in accordance with the procedure
described at paragraph 11 of this Letter. If a Non-Tendering Shareholder does
not deliver a fully completed Declaration - Israeli Resident or a Declaration -
Non Israeli Resident or a certificate from the Israeli Income Tax Authorities as
described above, then the Offeror shall deduct from the consideration payable
for such Non-Tendering Shareholder's Company Shares withholding tax at the rate
of 25% (see paragraph 11 for more details).
5. Right of Appraisal under Israeli Law.
Under the Companies Law, if a tender offer for the purchase of all of the issued
shares of an Israeli public company is completed successfully, any shareholder
who was an offeree in such tender offer may petition the Israeli courts on the
ground that the consideration offered for the shares by the offeror in such
tender offer was less than the fair value of such shares. If the court agrees
that the consideration offered for the shares in the tender offer was less than
their fair value, the court has the authority to order the offeror to pay the
fair value of the shares as shall be determined by the Israeli courts. Such
petition may be filed no later than three months following the completion of
such tender offer. Such petition may be filed as a class action.
6. Privatization and Delisting of the Company.
In the event that on the Acceptance Date (as may be extended in accordance with
the terms of this Letter) the shareholdings of the Non-Tendering Shareholders
are less than five percent (5%) of the entire issued share capital of the
Company and the Offer becomes or is declared unconditional in all respects,
then, subject to any applicable requirements of AIM, as soon as practicable
thereafter the Offeror intends to procure that the Company applies to AIM to
cancel admission of its shares to trading on AIM. Note that under the terms of
the depositary interest deed dated 13 July 2005 made by Computershare in favour
of the holders of Depositary Interests, holders of Depositary Interests will be
deemed to have requested the cancellation of their Depositary Interests when the
Depositary Interests cease to be capable of being held in the CREST system.
7. Other Acquisitions by the Offeror
Subject to Israeli law, Offeror or its nominees or brokers (acting as agents)
may directly or indirectly purchase or arrange to purchase Company Shares or
Depositary Interests otherwise than under the Offer, such as in the open market
or privately negotiated purchases.
8. Information on the Company
The Company is a public company incorporated under the laws of the State of
Israel. The Company is an international broadband satellite service provider,
supplying internet, data and voice services to national telecommunications
services' providers, cellular and other licensed service providers, ISPs, public
and private businesses, cyber cafes, SMEs and state run organizations in more
than 40 countries in Africa, Asia, Europe, the Middle East, Latin America and in
the USA. The Company is headquartered in Israel and has access to teleports
located in the USA, Germany and Israel.
A chart of the highest and lowest trading price of the Company Shares on AIM
during the past twelve months is attached as Appendix III.
Please note that one of the Company Shareholders who currently holds 416,400
Company Shares acquired his shareholdings from the Offeror on 3 July 2005 and
placed his shares in trust as security for a loan provided to him by the Offeror
for the purchase of such shares. It is hereby clarified that the aforementioned
Company Shareholder has the right to tender his Company Shares in connection
with this Offer, as an offeree.
9. Company Share Options
Please note that an employee of the Company holds options to purchase 176,923
shares in the Company of which 139,769 options are vested as of the date hereof.
The exercise price for the employee's options is 120p. It is hereby clarified
that the employee has the right to exercise his vested options and to tender
such shares pursuant to this Offer. Following the successful completion of the
Offer in which the Offeror acquires all of the Company Shares, the Offeror may
elect to enter into any type of arrangement with the employee relating to his
options in the Company.
In addition, please note that Seymour Pierce Limited, the Company's nominated
adviser, holds options to purchase 265,381 shares of the Company pursuant to an
option deed with the Company dated 5 August 2005. The exercise price for the
Seymour Pierce options is 120p per share. Seymour Pierce has the right to
exercise its options up to one business day before the Acceptance Date and to
tender its newly acquired shares in the Offer.
10. Information on Offeror
Offeror is incorporated in Israel as a public limited company whose shares are
traded on the Tel Aviv Stock Exchange. Its registration number is 520041674 and
its registered address is 21/D Yegia Kapayim Street, Petach-Tikva, 49130,
Israel. Offeror's controlling shareholder is Eurocom Communications Ltd., a
private company controlled indirectly by Shaul Elovitch, which holds 84.91
percent of the Offeror, which in turn holds 89.79 percent of the Company, at the
date of this Letter.
11. Taxation.
It is recommended that Company Shareholders review the tax aspects associated
with the Offer, acceptance thereof or acts which may follow the same, inter
alia, by receiving specific professional advice on such matters, in accordance
with the specific particulars and circumstances of each such Company
Shareholder. Notwithstanding the foregoing, Company Shareholders should be
advised of the following withholding tax implications:
11.1 Withholding Tax - Israeli Residents:
Without derogating from the generality of the aforesaid, the Offeror draws the
attention of Company Shareholders who reside in Israel on a permanent basis ("
Israeli Resident"), to the fact that consideration received from the sale of
Company Shares pursuant to this Offer is subject to withholding tax at source at
the rate of 20%, with respect to individuals, and 25%, with respect to
companies, (unless such Company Shareholders deliver to Computershare, in the
manner described below, an exemption from such withholding or instructions from
the Israeli Income Tax Authorities as to a lower withholding tax rate).
Notwithstanding the above, with respect to Company Shares which are held by an
Israeli Resident through an Israeli bank or broker, the Offeror shall pay the
consideration without withholding tax, and to the extent applicable such tax
withholding will be made by the Israeli bank or broker.
Note that the withholding tax is to be calculated on the basis of the real
capital gain of each Company Shareholder received from the sale of Company
Shares pursuant to this Offer. However, since the Offeror does not have the
information as to the real capital gain of each Company Shareholder, the
withholding tax will be calculated on the basis of the consideration received
from the sale of Company Shares pursuant to this Offer.
Each Israeli Resident is required to fully complete a declaration in the form
attached hereto as Appendix IV ("Declaration - Israeli Resident") and deliver it
to Computershare in the manner described below.
11.2 Withholding Tax - Non Israeli Residents:
With respect to Company Shareholders resident of jurisdictions other than
Israel, if such Company Shareholder purchased the Company Shares upon or after
the admission thereof to AIM, such Company Shareholder is exempt from
withholding tax, provided it fully completes a declaration in the form attached
hereto as Appendix V("Declaration - Non Israeli Resident") and delivers it to
Computershare in the manner described below.
Note that according to the Company's records only the Offeror and one other
Company Shareholder purchased Company Shares prior to the admission thereof to
AIM.
11.3 Withholding Tax - General
Accordingly, the Offeror will deduct the withholding tax rates described above
from the consideration for the Company Shares, unless the Company Shareholder,
either:
(a) with respect to residents of jurisdictions other than Israel, fully
completes a Declaration - Non Israeli Resident in the form attached hereto as
Appendix V and delivers such Declaration to the Receiving Agent at Computershare
Investor Services PLC, Corporate Action Projects, Bristol, BS99 6AH by no later
than the 3.00pm (London time) on the Acceptance Date; or
(b) with respect to Company Shareholders that are Israeli Resident,
delivers to the Receiving Agent at Computershare Investor Services PLC,
Corporate Action Projects, Bristol, BS99 6AH by no later than the 3.00pm (London
time) on the Acceptance Date, either (a) a certificate from the Israeli Income
Tax Authorities of exemption from withholding tax or of a reduced tax rate, or
(b) a Declaration - Israeli Resident in the form attached hereto as Appendix IV
declaring that such Company Shareholder's Company Shares are held through an
Israeli bank or broker.
If a Company Shareholder does not deliver a fully completed Declaration -
Israeli Resident or a Declaration - Non Israeli Resident or a certificate from
the Israeli Income Tax Authorities as described above, then the Offeror shall
deduct from the consideration payable for such Company Shareholder's Company
Shares withholding tax at the rate of 25%. The Offeror will hold such withheld
amount until the date on which such amount is payable to the Israeli Income Tax
Authorities.
The Offeror (in its sole discretion) reserves the right to reject any
Declaration - Israeli Resident, Declaration - Non Israeli Resident or
certificate from the Israeli Income Tax Authorities received from Company
Shareholders which is incomplete, unclear or otherwise unusable.
12. Procedure for Acceptance of the Offer
This paragraph should be read in conjunction with Appendix I to this Letter and,
in respect of Certificated Company Shares, the instructions on, and notes to,
the accompanying Form of Acceptance, which shall be deemed to form part of the
terms of the Offer.
If you hold Certificated Company Shares, you may only accept the Offer in
respect of such shares by completing and returning the enclosed Form of
Acceptance in accordance with the procedure set out in paragraph 12.1 below
together with the share certificate(s) for your Company Shares.
If you hold Depositary Interests, you may only accept the Offer in respect of
such shares by sending a TTE instruction in accordance with the procedure set
out in paragraph 12.2 below and, if those Company Shares are held under
different member account IDs, you should send a separate TTE instruction for
each member account ID.
If you are in any doubt as to the procedure for acceptance, please contact
Computershare by telephone on 0870 707 1013 (or, from outside the United
Kingdom, +44 870 707 1013). Telephone lines are open Monday to Friday (excluding
UK public holidays) 9.00 a.m. to 5.00 p.m. (London time).
You are reminded that if you are a CREST sponsored member, you should contact
your CREST sponsor as only your CREST sponsor will be able to send the necessary
TTE instructions to Euroclear.
12.1 Holders of Certificated Company Shares
(a) To Accept the Offer
To accept the Offer in respect of your Certificated Company Shares, you must
complete the Form of Acceptance in accordance with the instructions printed
thereon and return the same together with the share certificate(s) for your
Company Shares.
In the case of Company Shareholders who are individuals, you must sign the Form
of Acceptance in the presence of an independent witness, who should also sign in
accordance with the instructions printed on it. Company Shareholders that are
corporations should sign the Form of Acceptance in accordance with the
instructions printed thereon.
(b) Return of Form of Acceptance
To accept the Offer in respect of your Certificated Company Shares, the Form of
Acceptance must be completed, signed (and if you are an individual, witnessed)
and returned together with the share certificate(s) for your Company Shares and/
or other document(s) of title, by hand (during normal business hours only) or by
post to Computershare at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS13 8AE, in each case as soon as possible but, in any
event, so as to be received by no later than 3.00 p.m. (London time) on the
Acceptance Date. A reply-paid envelope for use in the UK only is enclosed for
your convenience and may be used by Company Shareholders for returning their
Form of Acceptance. No acknowledgement of receipt of documents will be given.
The instructions printed on the relevant Form of Acceptance shall be deemed to
form part of the terms of the Offer.
(c) Share Certificates Not Readily Available or Lost
In the case of (a) lost share certificate(s), you should write as soon as
possible to Computershare Investor Services PLC, The Pavilions, Bridgewater
Road, Bristol BS99 6ZZ advising them of the loss and requesting a letter of
indemnity for any lost share certificate(s) and/or other document(s) of title
which, when completed in accordance with the instructions given, should be
returned to Computershare Investor Services PLC, as set out in paragraph 12.2(b)
above. No acknowledgement of receipt of documents will be given.
(d) Validity of Acceptances
Without prejudice to Appendix I to this Letter and the Form of Acceptance,
Offeror reserves the right to treat as valid, in whole or in part, any
acceptance of the Offer which is not entirely in order or which is not
accompanied by the relevant share certificate(s) and/or other document(s) of
title. In that event, no payment of cash under the Offer will be made until
after the relevant share certificate(s) and/or other document(s) of title or
indemnities satisfactory to Offeror or its agents have been received.
12.2 Holders of Depositary Interests.
If you hold Depositary Interests, to accept the Offer you should take (or
procure the taking of) the action set out below to transfer all of your
Depositary Interests to the appropriate escrow balances, specifying
Computershare Investor Services PLC (in its capacity as a CREST participant
under the participant ID referred to below) as the Escrow Agent, as soon as
possible and in any event so that the TTE instruction settles by no later than
3.00 p.m. (London time) on the Acceptance Date. Note that settlement cannot take
place on weekends or bank holidays (or other times at which the CREST system is
non-operational) and you should therefore ensure you time the input of any TTE
instructions accordingly.
The input and settlement of a TTE instruction in accordance with this paragraph
12.2 will (subject to satisfying the requirements set out in Appendix I to this
Letter) constitute an acceptance of the Offer.
If you are a CREST sponsored member you should refer to your CREST sponsor
before taking any action. Only your CREST sponsor will be able to send the TTE
instruction(s) to Euroclear in relation to your Depositary Interests. After
settlement of a TTE instruction you will not be able to access the Depositary
Interests concerned in CREST for any transaction or charging purposes. If the
Offer becomes or is declared unconditional in all respects, the Escrow Agent
will transfer the Depositary Interests concerned to itself in accordance with
the procedures set out in Appendix I to this Letter.
You are recommended to refer to the CREST manual published by Euroclear for
further information on the CREST procedures outlined below.
You should note that Euroclear does not make available special procedures for
any particular corporate action. Normal system timings and limitations will
therefore apply in connection with a TTE instruction and its settlement. You
should therefore ensure that all necessary action is taken by you (or your CREST
sponsor) to enable a TTE instruction relating to your Depositary Interests to
settle prior to 3.00 p.m. (London time) on the Acceptance Date. In this
connection you are referred in particular to those sections of the CREST manual
concerning practical limitations of the CREST system and timing.
(a) To Accept the Offer
To accept the Offer in respect of Depositary Interests, you should send (or if
you are a CREST sponsored member, procure that your CREST sponsor sends) to
Euroclear a TTE instruction in relation to such Depositary Interests. A TTE
instruction to Euroclear must be properly authenticated in accordance with
Euroclear's specifications for transfers to escrow and must contain the
following details:
(i) a statement that you are transferring all of your Depositary Interests;
(ii) your member account ID;
(iii) your participant ID;
(iv) the participant ID of the Escrow Agent (namely Computershare Investor
Services PLC in its capacity as a CREST receiving agent). This is 3RA33;
(v) the member account ID of the Escrow Agent. For the purposes of the
Offer, this is GILSAT01;
(vi) the corporate action ISIN. This is IL0010938228;
(vii) the intended settlement date. This should be as soon as possible
and, in any event, not later than 3.00 p.m. (London time) on the Acceptance
Date;
(viii) input with standard delivery instruction of priority 80;
(ix) the corporate action number for the Offer. This is allocated by
Euroclear and can be found by viewing the relevant corporate action details on
screen in CREST; and
(x) contact name and telephone number inserted in the shared note field.
(b) Validity of Acceptances
A Form of Acceptance which is received in respect of Depositary Interests will
not constitute a valid acceptance and will be disregarded. Holders of Depositary
Interests who wish to accept the Offer should note that a TTE instruction will
only be a valid acceptance of the Offer as at the Acceptance Datee if it has
settled on or before that date.
Without prejudice to Appendix I to this Letter and the Form of Acceptance,
Offeror reserves the right to treat as valid, in whole or in part, any
acceptance of the Offer which is not entirely in order. In that event, no
payment of cash under the Offer will be made until after the relevant TTE
instruction or indemnities satisfactory to Offeror or its agents have been
received.
12.3 Withholding Tax
The consideration due under the Offer to Tendering Shareholders, whether holders
of Certificated Company Shares or Depositary Interests, may be subject to
Israeli withholding tax. Tendering Shareholders are requested to refer to
paragraph 11 of this Letter for more details.
13. Overseas Company Shareholders
IF YOU ARE AN OVERSEAS COMPANY SHAREHOLDER AND YOU ARE IN ANY DOUBT ABOUT YOUR
POSITION, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER IN THE RELEVANT
JURISDICTION.
The making and availability of the Offer outside, or to citizens, residents or
nationals of jurisdictions outside, Israel and the United Kingdom or to
custodians, nominees of or trustees for such persons, may be affected by the
laws of the relevant jurisdictions. Overseas Company Shareholders should fully
inform themselves about and observe any applicable legal requirements. It is the
responsibility of any Overseas Company Shareholder wishing to accept the Offer
to satisfy himself or herself as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or other consents
which may be required or compliance with other necessary formalities and the
payment of any issue, transfer or other taxes or other requisite payments due in
such jurisdiction. Any such Overseas Company Shareholder will be responsible for
any such issue, transfer or other taxes or other requisite payments by
whomsoever payable and Offeror and any person acting on behalf of Offeror shall
be fully indemnified and held harmless by such Overseas Company Shareholder for
any such issue, transfer or other taxes Offeror (and any person acting on behalf
of Offeror) may be required to pay.
14. Settlement
14.1 Tendering Shareholders
Subject to the Offer becoming or being declared unconditional in all respects,
settlement of the consideration to which any Tendering Shareholder is entitled
under the Offer will be effected, with respect to acceptances of the Offer
received, valid and complete in all respects, on or before 3.00 p.m. (London
time) on the Acceptance Date (as me be extended in accordance with the terms of
this Letter), within 14 calendar days of such date in the following manner:
(a) Certificated Company Shares
Where an acceptance relates to Certificated Company Shares, settlement of any
consideration due will be despatched by first class post but not in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the laws of such jurisdiction. All such cash
payments will be made in pounds sterling by cheque drawn on a branch of a UK
clearing bank.
In the case of joint holders of Certificated Company Shares, those cheques will
be despatched to the joint holder whose name appears first in the register of
members. All documents and remittances will be sent at the risk of the person or
persons entitled thereto.
(b) Holders of Depositary Interests
Where an acceptance relates to Depositary Interests, settlement of the
consideration to which an accepting Company Shareholder is entitled will be made
by means of a CREST payment by Offeror procuring the creation of an assured
payment obligation in favour of the accepting Company Shareholder's payment bank
in respect of the consideration due, in accordance with the CREST assured
payment arrangements. In such case, settlement will take place in accordance
with normal CREST procedures and timings. Offeror reserves the right to settle
all or any part of the consideration due to a Tendering Shareholder in respect
of Depositary Interests, in the manner referred to in paragraph 14.1(a) above
if, for any reason, it wishes to do so.
14.2 Non-Tendering Shareholders
Pursuant to Section 337 of the Companies Law, in the event that the
Non-Tendering Shareholders hold less than five percent of Company's issued share
capital on the Acceptance Date (as may be extended pursuant to paragraph 2 of
Appendix I) then the Offeror shall acquire all of the Company Shares held by the
Non-Tendering Shareholders at the price specified in the Offer. Settlement of
the consideration to which any Non-Tendering Shareholder is entitled will be
effected within 14 calendar days of the Offer becoming or being declared
unconditional in all respects, in the following manner:
(a) Certificated Company Shares
Where a Non-Tendering Shareholder holds Certificated Company Shares: (i) any
consideration due to such Non-Tendering Shareholder shall be placed in trust
with the Company to be held on behalf of such Non-Tendering Shareholder until
the earlier of (x) the date on which such Non-Tendering Shareholder has received
the Non-Tendering Consideration due to it, or (y) 24 calendar months from the
Acceptance Date, (ii) the Company Shares of such Non-Tendering Shareholder shall
be transferred to Offeror and the shareholders' register of the Company shall be
updated to reflect Offeror as the owner of the Company Shares of such
Non-Tendering Shareholder, and (iii) the Offereor shall provide written notice
to the Non-Tendering Shareholder notifying him that his Certificated Company
Shares have been acquired in accordance with Section 337 of the Companies Law.
Settlement in respect of such Non-Tendering Shareholders Certificated Company
Shares shall take place in accordance with the terms of such notice. Note that
the placing of any Non-Tendering Consideration in trust with the Company shall
be deemed to be payment by the Offeror for the Company Shares of the
Non-Tendering Shareholder to which such Non-Tendering Consideration relates.
(b) Holders of Depositary Interests
Where a Non-Tendering Shareholder holds Depositary Interests, by means of a
CREST payment by the Offeror procuring the creation of an assured payment
obligation in favour of the Non-Tendering Shareholder's payment bank in respect
of the consideration due, in accordance with the CREST assured payment
arrangements. In such case, settlement will take place in accordance with normal
CREST procedures and timings. Offeror reserves the right to settle all or any
part of the consideration due to a Non-Tendering Shareholder in the manner
referred to in paragraph 14.2(a) above if, for any reason, it wishes to do so.
(c) Withholding Tax
The Non-Tendering Consideration due to Non-Tendering Shareholders, whether
holders of Certificated Company Shares or Depositary Interests, may be subject
to Israeli withholding tax. Non-Tendering Shareholders are requested to refer to
paragraph 11 of this Letter for more details.
15. Termination or Expiration of Offer
If the Offer does not become, or is not declared, unconditional on or before the
Acceptance Date (subject to any extension thereof), the Offer shall lapse and:
(i) share certificate(s) and/or other document(s) of title will be
returned by post, within 14 calendar days of the Offer lapsing, to the Company
Shareholder at his or her registered address; and
(ii) the Escrow Agent will, immediately after the lapsing of the Offer
(or within such longer period as the Offeror may request, not exceeding 14
calendar days from the lapsing of the Offer), give TTE instructions to Euroclear
to transfer all relevant Depositary Interests held in escrow balances and in
relation to which it is the Escrow Agent for the purposes of the Offer to the
original available balances of the Company Shareholders concerned.
In the event that the Offer terminates for any reason, the Offeror shall be
permitted to submit subsequent offers to Company Shareholders without being
subject to the terms set forth in this Letter although the Offeror shall not be
obliged or required to do so.
16. Further Information
Your attention is drawn to the further information contained in Appendix I and
in the accompanying Form of Acceptance (which form part of this Letter);
Appendix I and the Form of Acceptance may contain material information which may
not be summarised elsewhere in this Letter.
All communications, notices, certificates, documents of title and remittances to
be delivered by or sent to or from Company Shareholders (or their designated
agent(s)) will be delivered or sent to or from them (or their designated agent
(s)) at their own risk and no acknowledgement of receipt will be given.
Yours faithfully,
_________________, chairman Satcom Systems, Ltd.
APPENDIX I
CERTAIN FURTHER TERMS OF THE OFFER
1. Restricted Jurisdictions
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or of any facility of a national securities exchange of, any Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted Jurisdiction.
Accordingly, copies of this Letter are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction.
2. Extension of Acceptance Period
Offeror reserves the right, at any time and from time to time to extend the
Acceptance Date for up to 30 days. If the Offer is extended it will remain open
for acceptance for a period of at least 5 calendar days from the date of
despatching written notification of the extension to Company Shareholders.
3. Rights of Withdrawal of Tendering Shareholders
(a) A Tendering Shareholder may withdraw his or her acceptance of
the Offer by written notice given by post or by hand (during normal business
hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol, BS13 8AE provided that such notice is received by Computershare
prior to 3:00pm (London time) on the Acceptance Date. Alternatively, in the case
of Depositary Interests, withdrawals can also be effected in the manner set out
in paragraph 3(c) below.
(b) Following the Acceptance Date, a Tendering Shareholder's acceptance shall
be irrevocable.
(c) In the case of Depositary Interests, if withdrawals are
permitted pursuant to paragraph 3(a) of this Appendix, a Tendering Shareholder
may withdraw his or her acceptance through CREST by sending (or, if a CREST
personal member, procuring that his or her CREST sponsor sends) an ESA
instruction to settle in CREST in relation to each Electronic Acceptance to be
withdrawn. Each ESA instruction must, in order for it to be valid and settle,
include the following details:
(i) a notice of withdrawal of all of the Depositary Interests;
(ii) the corporate action ISIN number (this is IL0010938228);
(iii)the member account ID of the Tendering Company Shareholder;
(iv) the participant ID of the Tendering Company Shareholder;
(v) the member account ID of the Escrow Agent included in the relevant
Electronic Acceptance (this is GILSAT01);
(vi) the Escrow Agent's participant ID (this is 3RA33);
(vi) the transaction reference ID of the Electronic Acceptance to be
withdrawn, inserted at the beginning of the shared note field;
(vii) the intended settlement date for the withdrawal;
(viii)input with a standard delivery instruction of priority 80; and
(ix) the corporate action number for the Offer. This is allocated by
Euroclear and can be found by viewing the relevant corporate action details on
screen in CREST.
(d) Any such withdrawal will be conditional upon Computershare
verifying that the withdrawal request is validly made. Accordingly,
Computershare will on behalf of Offeror reject or accept the withdrawal by
transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept
(AEAN) message.
(e) Company Shares in respect of which acceptances have been
properly withdrawn in accordance with this paragraph 3 may subsequently be
re-assented to the Offer by following one of the procedures described in
paragraph 12 of the Letter at any time while the Offer remains open for
acceptance.
(f) All questions as to the validity (including time of receipt)
of any notice of withdrawal will be determined by Offeror, whose determination
will be final and binding. None of Offeror, Computershare or any other person
will be under any duty to give notice of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give such notice.
4. Revised Offer
(a) Offeror reserves the right to revise the Offer in accordance
with this Letter prior to the Acceptance Date. Although no such revision is
envisaged, if the Offer (in its original or any previously revised form(s)) is
revised (either in its terms and conditions or in the value or nature of the
consideration offered or otherwise) and such revision represents, on the date on
which such revision is announced, an improvement (or no diminution) in the value
of the Offer as so revised compared with the consideration or terms previously
offered or in the overall value received and/or retained by a Tendering
Shareholder (under the Offer or otherwise), the benefit of the revised Offer
will be made available to Tendering Shareholders who have accepted the Offer in
its original or previously revised form(s) (hereinafter called "Previous
Acceptors").
(b) The acceptance of the Offer by or on behalf of a Previous
Acceptor in its original or any previously revised form(s) shall, be treated as
an acceptance of the Offer as so revised and shall also constitute the separate
appointment of the Offeror and each of its directors as his attorney and/or
agent with authority to:
(i) accept any such revised Offer on behalf of such Previous Acceptor;
(ii) if such revised Offer includes alternative forms of
consideration, to make elections and/or accept such alternative forms of
consideration in such proportions as such attorney and/or agent in his absolute
discretion thinks fit; and
(iii) execute on behalf of and in the name of such Previous Acceptor
all such further documents (if any) and to do all such further things (if any)
as may be required to give effect to such acceptances and/or elections.
In making any such election and/or acceptance, such attorney and/or agent shall
take into account the nature of any previous acceptances made by or on behalf of
the Previous Acceptor and such other facts or matters as he or she may
reasonably consider relevant.
(c) The deemed acceptance referred to herein shall not be
exercised if, as a result thereof, the Previous Acceptor would (on such basis as
the Offeror may consider appropriate) thereby receive less consideration, in
aggregate, under the revised Offer or otherwise than he would have received in
aggregate as a result of acceptance of the Offer in the form in which it was
previously accepted by him or her or on his or her behalf. The authorities
conferred by this paragraph 4 shall not be exercised in respect of any election
available under the revised Offer save in accordance with this paragraph.
(d) The deemed acceptance referred to herein shall not apply and
the authorities conferred by paragraph 4(b) of this Appendix I shall be
ineffective to the extent that a Previous Acceptor:
(i) in respect of Certificated Company Shares, lodges with Computershare,
within 7 calendar days of the posting of the document pursuant to which the
revision of the Offer is made available to the Company Shareholders and in any
event by no later than 3 pm (London time) on the Acceptance Date, a Form of
Acceptance or some other form issued by or on behalf of the Offeror in which he
or she validly elects to receive the consideration receivable by him or her
under such revised Offer in some other manner; or
(ii)in respect of Depositary Interests, sends (or, if a CREST personal
member, procures that his or her CREST sponsor sends) an ESA instruction to
settle in CREST in relation to each Electronic Acceptance in respect of which an
election is to be varied. Each ESA instruction must, in order for it to be valid
and settle, include the following details:
1. an order to change the election with respect to all of such Company
Shareholder's Depositary Interests;
2. the corporate action ISIN number (this is IL0010938228);
3. the member account ID of the Previous Acceptor;
4. the participant ID of the Previous Acceptor;
5. the member account ID of the Escrow Agent included in the relevant Electronic
Acceptance (this is GILSAT01);
6. the Escrow Agent's participant ID (this is 3RA33);
7. the transaction reference ID of the Electronic Acceptance in respect of
which the election is to be changed;
8. the intended settlement date for the changed election;
9. the corporate action number for the Offer which is allocated by
Euroclear; and, in order that the desired change of election can be effected,
must include:
10.the member account ID of the Escrow Agent relevant to the new election; and
11.the input with a standard delivery instruction priority 80.
Any such change of election in respect of Depositary Interests will be
conditional upon Computershare verifying that the request is validly made.
Accordingly, Computershare will on behalf of the Offeror reject or accept the
requested change of election by transmitting in CREST a receiving agent reject
(AEAD) or receiving agent accept (AEAN) message.
(e) The authorities conferred by this paragraph 4 and any acceptance of a
revised Offer and/or any election(s) pursuant thereto shall be
irrevocable unless and until the Previous Acceptor becomes entitled to withdraw
his or her acceptance under paragraph 3 of this Appendix I and duly does so.
(f) The Offeror reserves the right to treat an executed Form of
Acceptance or TTE instruction relating to the Offer (in its original or any
previously revised forms)) which is received or dated after the announcement or
issue of the Offer in any revised form as a valid acceptance of the revised
Offer. Such acceptances shall constitute an authority in the terms of paragraph
4(b) of this Appendix I mutatis mutandis on behalf of the relevant Tendering
Shareholder.
5. General.
(a) Any omission to despatch this Letter, the Form of Acceptance or any notice
required to be despatched under the terms of the Offer to, or any
failure to receive the same by, any person to whom the Offer is made, or should
be made, shall not invalidate the Offer in any way or create any implication
that the Offer has not been made to any such person. The Offer extends to all
Company Shareholders to whom this Letter, the Form of Acceptance and any related
documents may not be despatched, or who may not receive such documents, and such
persons may collect copies of those documents from Computershare at the
Computershare Address.
(b) All powers of attorney, appointments as agent and authorities
on the terms conferred by or referred to in this Appendix I or in the Form of
Acceptance are given by way of security for the performance of the obligations
of the Company Shareholder concerned and are irrevocable except in the
circumstances where the donor of such power of attorney, appointment or
authority is entitled to withdraw his or her acceptance in accordance with
paragraph 3 of this Appendix and duly does so.
(c) For the purposes of this Letter, the time of receipt of a TTE
instruction, an ESA instruction or an Electronic Acceptance shall be the time at
which the relevant instruction settles in CREST.
(d) The Offer is made as of the date of the Letter and is capable
of acceptance from and after that time. Copies of this Letter, the Form of
Acceptance and any related documents are available from Computershare at the
Computershare Address from that time.
(e) In relation to any acceptance of the Offer in respect of
Depositary Interests, Offeror reserves the right to make such alterations,
additions or modifications to the terms of the Offer as may be necessary or
desirable to give effect to any purported acceptance of the Offer, whether in
order to comply with the facilities or requirements of CREST or otherwise.
(f) Neither Offeror nor any agent or director of Offeror nor any
person on behalf of any of them shall have any liability to any person for any
loss or alleged loss arising from any decision as to the treatment of
acceptances of the Offer or otherwise in connection therewith.
(g) Offeror reserves the right to treat as valid in whole or in part
acceptances of the Offer, in respect of Company Shares held in certificated
form, that are not entirely in order or that are not accompanied by the relevant
share certificate(s) and/or other document(s) of title.
6. Additional Terms Regarding Form of Acceptance
Each Company Shareholder by whom, or on whose behalf, a Form of Acceptance is
executed irrevocably undertakes, represents, warrants and agrees to and with
Offeror and Computershare (so as to bind him or her and his or her personal
representatives, heirs, successors and assigns) that:
(a) the execution of the Form of Acceptance shall constitute:
(i) an acceptance or deemed acceptance of the Offer in respect of
all of the Tendering Shareholder's Certificated Company Shares; and
(ii)an undertaking to execute any further documents and give any
further assurances which may be required to enable Offeror to obtain the full
benefit of the Letter and/or to perfect any of the authorities expressed to be
given thereunder, in each case, on and subject to the terms and conditions set
out or referred to in this Letter and the Form of Acceptance and that, subject
only to the rights of withdrawal set out in paragraph 3 hereof, each such
acceptance and undertaking shall be irrevocable.
(b) he or she is irrevocably and unconditionally entitled to
transfer the Certificated Company Shares in respect of which the relevant Form
of Acceptance is completed and that the Certificated Company Shares in respect
of which the Offer is accepted or deemed to be accepted are sold fully paid up
with full title guarantee and free from all liens, equities, mortgages, charges,
encumbrances, rights of pre-emption and any other third party rights and
interests of any kind whatsoever, and together with all rights attaching thereto
after the Acceptance Date including voting rights and the right to all dividends
and other distributions declared, made or paid after the Acceptance Date;
(c)such Tendering Shareholder, if an Overseas Tendering
Shareholder, has observed the laws of the relevant jurisdiction, obtained all
requisite governmental, exchange control and other required consents, complied
with all other necessary formalities and paid any issue, transfer or other taxes
or other requisite payments due in any such jurisdiction in connection with such
acceptance and that he or she has not taken or omitted to take any action that
will or may result in Offeror or any other person acting in breach of the legal
or regulatory requirements of any such jurisdiction in connection with the Offer
or his or her acceptance thereof; and the Form of Acceptance has not been
mailed, or otherwise sent in, into or from any Restricted Jurisdiction and such
Tendering Shareholder is accepting the Offer from outside a Restricted
Jurisdiction by such Tendering Shareholder;
(d) the execution of the Form of Acceptance and its delivery to
Computershare constitutes, subject to the Offer becoming unconditional in all
respects in accordance with its terms and to the Tendering Shareholder not
having validly withdrawn his or her acceptance, the irrevocable and separate
appointment of Offeror and its directors as such Tendering Shareholder's
attorney and/or agent (the "attorney"), and an irrevocable instruction and
authorisation to the attorney to:
(i) complete and execute all or any form(s) of transfer and/or other
document(s) at the discretion of the attorney in relation to the Certificated
Company Shares in respect of which the Offer has been accepted or deemed to have
been accepted in favour of Offeror or such other person or persons as Offeror or
its agents may direct;
(ii) deliver such form(s) of transfer and/or other document(s) at the
discretion of the attorney with the share certificate(s) and/or other document
(s) of title relating to such Certificated Company Shares for registration
within six months of the Offer becoming unconditional in all respects; and
(iii)execute all such other documents and do all such other acts and
things as may in the opinion of the attorney be necessary or expedient for the
purposes of, or in connection with, acceptance of the Offer pursuant to the Form
of Acceptance and to vest in Offeror or its nominee(s) the Certificated Company
Shares as aforesaid;
(e) in relation to Certificated Company Shares, the execution of the
Form of Acceptance and its delivery to Computershare constitutes, subject to the
Offer becoming unconditional in all respects in accordance with its terms and to
the accepting Tendering Shareholder not having validly withdrawn his or her
acceptance, separate irrevocable authorities and requests:
(i) to Company or its agents to procure the registration of the
transfer of those Certificated Company Shares pursuant to the Offer and the
delivery of the share certificate(s) and/or other document(s) of title in
respect thereof to Offeror or as it may direct; and
(ii) to Offeror or its agents to procure the despatch by post of the
cheque drawn on a branch of a UK clearing bank for the consideration to which an
accepting Tendering Shareholder is entitled at the risk of such Company
Shareholder, to the person whose name and address (outside a Restricted
Jurisdiction) is set out in the Form of Acceptance or, if none is set out, to
the first-named holder at his registered address outside of a Restricted
Jurisdiction;
(f) the execution of the relevant Form of Acceptance and its
delivery constitutes the irrevocable appointment of Offeror and its directors
and agents as such Tendering Shareholder's attorney and/or agent within the
terms of the Letter;
(g) subject to the Offer becoming unconditional in all respects and
pending registration:
(i) Offeror shall be entitled to direct the exercise of any votes and any or all
other rights and privileges (including the right to requisition the convening of
a general or separate class meeting of Company) attaching to any Certificated
Company Shares in respect of which the Offer has been accepted or is deemed to
have been accepted and in respect of which such acceptance has not been validly
withdrawn; and
(ii) the execution of the Form of Acceptance constitutes, with regard to the
Certificated Company Shares comprised in such acceptance and in respect of which
such acceptance has not been validly withdrawn:
(a) an authority to Company and/or its agents from such Tendering Shareholder to
send any notice, circular, warrant, document or other communication which may be
required to be sent to him as a member of Company in respect of such
Certificated Company Shares (including any share certificate(s) or other
document(s) of title issued as a result of conversion of such Certificated
Company Shares into certif icated form) to Offeror at its registered off ice;
(b) the irrevocable appointment of Offeror or any of its directors or agents to
sign on such Tendering Shareholder's behalf such documents and do such things as
may in the opinion of such person seem necessary or desirable in connection with
the exercise of any votes or other rights or privileges attaching to such
Certificated Company Shares (including, without limitation, an authority to sign
any consent to short notice of a general or separate class meeting as his
attorney and/or agent and on his behalf and/or to execute a form of proxy in
respect of such Company Shares and/or, where appropriate, appointing any person
nominated by Offeror to attend general and separate class meetings of Company
and to exercise or refrain from exercising the votes attaching to such
Certificated Company Shares on such Tendering Shareholder's behalf), such votes
(where relevant) to be cast so far as possible to satisfy any outstanding
conditions of the Offer; and
(c) the agreement of such Tendering Shareholder not to exercise any such rights
without the consent of Offeror and the irrevocable undertaking of such Tendering
Shareholder not to appoint a proxy or representative for or to attend any such
meetings;
(h) he or she will deliver, or procure the delivery of, to
Computershare at the Computershare Address, his or her share certificate(s) and/
or other document(s) of title in respect of the Company Shares in certificated
form in respect of which the Offer has been accepted and in respect of which
such acceptance has not been validly withdrawn, or an indemnity acceptable to
Offeror in lieu thereof, as soon as possible and in any event by the Acceptance
Date;
(i) he or she is the sole legal and beneficial owner of the Certificated Company
Shares in respect of which the Offer is accepted or deemed to be accepted or he
or she is the legal owner of such Company Shares and he or she has the necessary
capacity and authority to execute the Form of Acceptance;
(j) the execution of the Form of Acceptance constitutes his or her
submission in relation to all matters arising out of the Offer and the Form of
Acceptance, to the jurisdiction of the courts of Israel and that nothing shall
limit the right of Offeror to bring any actions, suit or proceedings arising out
of or in connection with the Offer and the Form of Acceptance in any other
manner permitted by law or in any court of competent jurisdiction;
(k) he or she agrees to ratify each and every act or thing which may
be done or effected by Offeror or Computershare or any of their respective
directors or agents or Company or its agents, as the case may be, in the proper
exercise of any of its or his or her powers and/or authorities conferred by or
referred to in this Appendix and to indemnify each such person against any
losses arising therefrom;
(l) he or she shall do all such acts and things as shall, in the
opinion of Company or Computershare, be necessary or expedient to vest in
Offeror or its nominee(s) or other such person as Offeror may decide the
aforesaid Certificated Company Shares and all such acts and things as may be
necessary or expedient to enable Computershare to perform its functions for the
purposes of the Offer;
(m) if any provision of this Appendix I shall be unenforceable or
invalid or shall not operate so as to afford Offeror or Computershare or any of
their respective directors or agents the benefit or authority expressed to be
given therein, he or she shall with all practicable speed do all such acts and
things and execute all such documents that may be required or desirable to
enable Offeror and/or Computershare and/or any of their respective directors or
agents to secure the full benefits of this Appendix I;
(n) in consideration of Offeror making any revised offer available
to him or her as referred to in paragraph 4 of Appendix I, the deemed
acceptances, elections and authorities referred to shall, subject to the right
of withdrawal set out in paragraph 3 of Appendix I, be irrevocable; and
(o) the terms and conditions of the Offer contained in this Letter
shall be incorporated and deemed to be incorporated in, and form part of, the
Form of Acceptance which shall be read and construed accordingly.
References in this paragraph 6 of Appendix I to a Tendering Shareholder shall
include references to the person or persons executing a Form of Acceptance and,
in the event of more than one person executing a Form of Acceptance, the
provisions of this Part C of Appendix I shall apply jointly and severally to
each of them.
7. Additional Terms Regarding Electronic Acceptance (Depositary Interests)
Each Company Shareholder by whom, or on whose behalf, an Electronic Acceptance
is made irrevocably undertakes, represents, warrants and agrees to and with
Offeror and Computershare (so as to bind him or her and his or her personal
representatives, heirs, successors and assigns) that:
(a) the Electronic Acceptance shall constitute:
(i) an acceptance of the Offer in respect of all of the Depositary
Interests of such Company Shareholder and the shares in the share capital of the
Company represented by the Depository Interests; and
(ii) an undertaking to execute any further documents, take any further
action and give any further assurances which may be required in connection with
the foregoing and/or to enable Offeror to obtain the full benefit of the Letter
and/or to perfect any of the authorities expressed to be given under this
paragraph 7,
in each case, on and subject to the terms and conditions set out or referred to
in this Letter and that, subject only to the rights of withdrawal set out in
paragraph 3 of this Appendix I, each such acceptance and undertaking shall be
irrevocable;
(b) he or she is irrevocably and unconditionally entitled to transfer
the Depositary Interests and the Depositary Interests and the shares in the
share capital of the Company represented by the Depository Interests in respect
of which the Offer is deemed to be accepted are sold fully paid up and free from
all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and
any other third party rights and interests of any kind whatsoever and together
with all rights attaching thereto after the Date of the Letter including voting
rights and the right to all dividends and other distributions declared, made or
payable after the Date of the Letter;
(c) such Tendering Shareholder, if an Overseas Tendering Shareholder,
has observed the laws of the relevant jurisdiction, obtained all requisite
governmental, exchange control and other required consents, complied with all
other necessary formalities and paid any issue, transfer or other taxes or other
requisite payments due in any such jurisdiction in connection with such
acceptance and that he or she has not taken or omitted to take any action that
will or may result in Offeror or any other person acting in breach of the legal
or regulatory requirements of any such jurisdiction in connection with the Offer
or his acceptance thereof;
(d) the Electronic Acceptance constitutes, subject to the Offer becoming
unconditional in all respects in accordance with its terms and to an accepting
Company Shareholder not having validly withdrawn his or her acceptance, the
irrevocable appointment of Offeror and its directors as such shareholder's
attorney and/or agent (the "attorney") and an irrevocable instruction and
authorisation to the attorney to do all such acts and things as may in the
opinion of the attorney be necessary or expedient for the purposes of, or in
connection with, the acceptance of the Offer and to vest in Offeror or its
nominee(s) the Depositary Interests as aforesaid;
(e) the Electronic Acceptance constitutes the irrevocable appointment
of the Escrow Agent as such Tendering Shareholder's attorney and/or agent and an
irrevocable instruction and authority to the Escrow Agent:
(i) subject to the Offer becoming unconditional in all respects and
to the relevant Company Shareholder not having validly withdrawn his or her
acceptance, to transfer to itself (or to such other person or persons as Offeror
or its agents may direct) by means of CREST all or any of the Tendering
Shareholder's Depositary Interests and the shares in the share capital of the
Company represented by the Depository Interests; and
(ii) if the Offer does not become unconditional in all respects, to
give instructions to Euroclear, immediately after the lapsing of the Offer, to
transfer all such Depositary Interests to the original available balance of the
Tendering Shareholder;
(f) the Electronic Acceptance constitutes, subject to the Offer
becoming unconditional in all respects and to a Tendering Shareholder not having
validly withdrawn his or her acceptance, a separate and irrevocable authority
and request to Offeror or its agents to procure the making of a CREST payment
obligation in favour of the Tendering Shareholder's payment bank in accordance
with the CREST payment arrangements in respect of any consideration to which
such Tendering Shareholder is entitled under the Offer, provided that:
(i) Offeror may (if, for any reason, it wishes to do so) determine that
all or any part of any such consideration shall be paid by cheque drawn on a
branch of a UK clearing bank despatched by post; and
(ii) if the Tendering Shareholder concerned is a CREST member whose
registered address is in a Restricted Jurisdiction, any consideration to which
such Tendering Shareholder is entitled may be paid by cheque drawn on a branch
of a UK clearing bank dispatched by post, at the risk of such Tendering
Shareholder such cheques shall be dispatched to the first named holder at an
address outside such Restricted Jurisdiction stipulated by such holder or as
otherwise determined by Offeror;
(g) the Electronic Acceptance constitutes the irrevocable appointment
of Offeror and its directors and agents as such Tendering Shareholder's attorney
and/or agent within the terms this Letter;
(h) subject to the Offer becoming unconditional in all respects:
(i) Offeror shall be entitled to direct the exercise of any votes and any or all
other rights and privileges (including the right to requisition the convening of
a general or separate class meeting of Company) attaching to any of such
Tendering Shareholder's Depositary Interests and the shares in the share capital
of the Company represented by the Depository Interests; and
(ii) the making of an Electronic Acceptance constitutes, with regard to the
Depositary Interests in respect of which such acceptance has not been validly
withdrawn:
(a) an authority to Company and/or its agents from such Tendering Shareholder to
send any notice, circular, warrant, document or other communication which may be
required to be sent to him or her by virtue of such Depositary Interests
(including any share certificate(s) or other document(s) of title issued as a
result of conversion or exchange of such Depositary Interests into or securities
held in certificated form) to Offeror at its registered office;
(b) the irrevocable appointment of Offeror or any of its directors or agents to
sign on such Tendering Shareholder's behalf such documents and do such things as
may in the opinion of such person seem necessary or desirable in connection with
the exercise of any votes or other rights or privileges attaching to such
Depositary Interests and the shares in the share capital of the Company
represented by the Depository Interests (including, without limitation, an
authority to sign any consent to short notice of a general or separate class
meeting as his or her attorney and/or agent and on his or her behalf and/or to
execute a form of proxy or letter of instruction in respect of such Depository
Interests and shares in the share capital of the Company represented by such
Depositary Interests appointing any person nominated by Offeror to attend
general and separate class meetings of Company and to exercise or refrain from
exercising the votes attaching to such Depositary Interests on such Tendering
Shareholder's behalf), such votes (where relevant) to be cast so far as possible
to satisfy any outstanding conditions of the Offer; and
(c) the agreement of such Tendering Shareholder not to exercise any such rights
without the consent of Offeror and the irrevocable undertaking of such Tendering
Shareholder not to appoint a proxy or representative for or to attend any such
meeting;
(i) he or she is the sole legal and beneficial owner of the
Depositary Interests and he or she has the necessary capacity and authority to
effect an Electronic Acceptance;
(j) if, for any reason, any Depositary Interests in respect of which
a transfer to an escrow balance has been effected in accordance with paragraph
12.2 of the Letter are converted to or exchanged for Certificated Company Shares
he or she will (without prejudice to subparagraph (h) of this paragraph 7)
immediately deliver or procure the immediate delivery of the share certificate
(s) or other document(s) of title in respect of all such Depositary Interests so
converted to Computershare at the Computershare Address and in the manner
referred to in paragraph 12.1 of the Letter or as Offeror or its agents may
direct and he or she shall be deemed upon conversion to undertake, represent,
warrant and agree in the terms set out in paragraph 6 of this Appendix I in
relation to such Certificated Company Shares;
(k) the creation of a CREST payment obligation in favour of his or her
payment bank in accordance with the CREST payment arrangements referred to in
paragraph (f) of this paragraph 7 shall, to the extent of the obligation so
created, discharge in full any obligation of Offeror to pay to him or her the
consideration to which he is entitled pursuant to the Offer;
(l) if he or she accepts the Offer, he or she will do all such acts
and things as shall be necessary or expedient to vest in Offeror or its nominee
(s) or such other persons as it may decide the aforesaid Depositary Interests
and all such acts and things as may be necessary or expedient to enable
Computershare to perform its functions as Escrow Agent for the purposes of the
Offer;
(m) he or she agrees to ratify each and every act or thing which may be
done or effected by Offeror or any of its directors or agents or Company or its
agents, as the case may be, in the proper exercise of any of its or his powers
and/or authorities conferred by or referred to in this Appendix I and to
indemnify each such person against any losses arising therefrom;
(n) the making of an Electronic Acceptance constitutes an irrevocable
power of attorney by the relevant holder of Depositary Interests in the terms of
all the powers and authorities expressed to be given by this Appendix I to
Offeror and any of its agents;
(o) if any provision of the Letter (including this paragraph 7 of
Appendix I) shall be unenforceable or invalid or shall not operate so as to
afford Offeror or any of its directors or agents the benefit or authority
expressed to be given therein, he shall with all practicable speed do all such
acts and things and execute all such documents that may be required or desirable
to enable Offeror and/or any of its directors or agents to secure the full
benefits of this Letter;
(p) in consideration of Offeror making any revised offer available to
him or her as referred to in paragraph 4 of Appendix I, the deemed acceptances,
elections and authorities referred to shall, subject to the right of withdrawal
set out in paragraph 3 of Appendix I, be irrevocable; and
(q) the making of an Electronic Acceptance constitutes his or her
submission, in relation to all matters arising out of the Offer and the
Electronic Acceptance, to the jurisdiction of the courts of Israel and that
nothing shall limit the right of Offeror to bring any action, suit or
proceedings arising out of or in connection with the Offer and the Electronic
Acceptance in any other matter permitted by law or in any court of competent
jurisdiction.
References in this paragraph 7 to a Tendering Shareholder shall include
references to the person or persons making an Electronic Acceptance and if more
than one person makes an Electronic Acceptance, the provisions of this paragraph
7 shall apply to them jointly and severally.
APPENDIX II
DEFINITIONS
"Acceptance Date" 2 June 2008;
"AIM" the AIM market of the London Stock Exchange;
"Business Day" any day, other than a Saturday or Sunday or a public
holiday in Israel or the UK, consisting of the time period
from 12:01 a.m. until and including 12:00 midnight (London
time);
"Certificated a share or other security of the Company which is not in
Company Shares" uncertificated form (that is, not in CREST);
"Closing Price" the middle market price of a Company Share at close of
business on the dealing day to which such price relates, as
derived from the AIM Appendix to the Daily Official List
(or from Bloomberg as the context requires) for that day;
"Companies Law" the Israeli Companies Law (5799-1999);
"Company" Gilat Satcom Ltd., a public limited company organised under
the laws of Israel with registered number 511784498;
"Company Shares" The Certificated Company Shares and the Depositary
Interests;
"Company The holders of all of the issued share capital of the
Shareholders" Company, including holders of Certificated Company Shares
and holders of Depositary Interests;
"Computershare" or Computershare Investor Services PLC;
"Receiving Agent"
"Computershare Computershare Investor Services PLC, Corporate Actions
Address" Projects, The Pavilions, Bridgewater Road, Bristol; BS99
6AH;
(Receiving Agent)
"Conditions" the conditions to the implementation of the Offer set out
in paragraph 3 of the Letter and "Condition" means any one
of them;
"CREST" the relevant system to facilitate the transfer of title to
shares in uncertificated form (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator
(as defined in the Regulations);
"CREST member" a person who has been admitted by Euroclear as a system
member (as defined in the CREST Regulations);
"CREST a person who is, in relation to CREST, a system-participant
participant" (as defined in the CREST Regulations);
"CREST payment" has the meaning given in the CREST manual issued by
Euroclear;
"CREST personal a CREST member admitted to CREST as a personal member under
member" the sponsorship of a CREST sponsor;
"CREST the Uncertificated Securities Regulations 2001 (S 1 2001
Regulations" No. 3755);
"CREST Sponsor" a CREST participant admitted to CREST as a CREST sponsor
being a sponsoring system participant (as defined in the
CREST Regulations);
"CREST Sponsored a CREST member admitted to CREST as a sponsored member;
Member"
"Declaration-Israeli the form of tax declaration attached to this Letter at
Resident" Appendix IV;
"Declaration- Non the form of tax declaration attached to this Letter at
Israeli Resident" Appendix V;
"Depositary a dematerialized depositary interest which represents an
Interest" entitlement to ordinary shares in the capital of the
Company;
"Depositary Interest the register of Depositary Interests maintained by
Register" Computershare constituting the record of holders from time
to time of the Depositary Interests;
"Electronic the inputting and settling of a TTE instruction which
Acceptance" constitutes or is deemed to constitute an acceptance of the
Offer on the terms set out in this Letter;
"ESA instruction" an Escrow Account Adjustment Input (AESN), transaction type
("ESA") (as described in the CREST manual issued by
Euroclear);
"Escrow Agent" Computershare (in its capacity as an Escrow Agent as
described in the CREST manual issued by Euroclear);
"Euroclear" Euroclear UK and Ireland Limited;
"Form of the form of acceptance, authority and election accompanying
Acceptance" this Letter;
"Israeli Resident" as defined in paragraph 11.1 of this Letter;
"Letter" the letter from the Offeror to the Company Shareholders
regarding the Offer together with any appendices and the
Form of Acceptance enclosed therewith;
"London Stock London Stock Exchange Plc;
Exchange"
"member account the identification code or number attached to any member
ID" account in CREST;
"Non-Tendering as defined in paragraph 4 of the Letter;
Consideration"
"Non-Tendering a Company Shareholder (other than the Offeror) that elects
Shareholder" not to tender its shares in accordance with the terms of
the Offer;
"Offer" the offer by the Offeror to acquire all the issued share
capital of the Company as set out in this Letter and, where
the context so requires, any subsequent revision,
variation, extension or renewal of such offer;
"Offerree Shares" the Company Shares that the Offeror has offered to purchase
in this Letter;
"Overseas Company Shareholders who are citizens, residents or
Shareholders" nationals of jurisdictions outside Israel and the United
Kingdon, or custodians for, nominees of or trustees for
such persons;
"participant ID" the identification code or membership number used in CREST
to identify a particular CREST member or other CREST
participant;
"Previous Tendering Shareholders who have accepted the Offer in its
Acceptors" original form prior to a revision of the Offer;
"Register" the Share Register and the Depositary Interests Register of
the Company
"Restricted the United States, Canada, Australia or Japan or any
Jurisdiction" jurisdiction where extension or acceptance of the Offer
would violate the laws of that jurisdiction;
"Share Register" the branch register of members of the Company maintained in
the United Kingdom on behalf of the Company by
Computershare in its capacity as registrar and/or CREST
Registrar;
"Tendering a Company Shareholder that has tendered its shares in
Shareholder" accordance with the terms of the Offer;
"TTE instruction" a Transfer to Escrow instruction (as described in the CREST
manual issued by Euroclear) in relation to Depositary
Interests meeting the requirements set out in paragraph
12.2 of the Letter;
"United Kingdom" or the United Kingdom of Great Britain and Northern Ireland.
"UK"
APPENDIX III
AIM SHARE PRICE OF THE COMPANY
Month Year Highest Price Lowest Price
# #
May 2007 0.48 0.42
June 2007 0.48 0.41
July 2007 0.415 0.34
August 2007 0.415 0.38
September 2007 0.485 0.40
October 2007 0.51 0.48
November 2007 0.52 0.45
December 2007 0.52 0.456
January 2008 0.785 0.51
February 2008 1.05 0.785
March 2008 0.94 0.675
April 2008 0.845 0.65
Appendix IV
Tax Declaration -Israeli Resident
In connection with the offer by Satcom Systems Ltd. to ordinary shareholders and
holders of Depositary Interests of Gilat Satcom Ltd. dated 6 May 2008 (the
"Offer") each Company Shareholder who is an Israeli resident is required to
complete and execute the declaration set forth below as described in paragraph
11 of the Offer.
Unless the context otherwise requires, the definitions used in the Offer
document apply in this declaration.
I hereby declare that I am a resident of Israel for the purpose of the Israeli
Income Tax Ordinance.
A. Shareholder Information
Name Passport No. / Corporation Type of Shareholder / beneficiary:
No.
Legal Entity
Individual
Trust:Beneficiary
Trustee
Company partnership
1. In respect of an individual 2. In respect of a legal entity
Date of birth: The country in which it was
incorporated
Country of citizenship:
Country issuing passport:
Passport valid until
Permanent Address (country, town, street, house no. and apartment no.)
Mailing Address Shareholder's Telephone
Telephone of Authorized Signatory
I declare that
I hold the shares of the Company (mark X in the appropriate place)
Directly, as a Registered Holder (registered as a holder in the Company's
Shareholders register)
Through an Israeli Bank/Broker. If you marked this box, please state the name of
your Israeli Bank/Broker, its branch number and account number: Bank/Broker
name: ___________; Branch number:______________; Account number: ______________.
Through a non Israeli Bank/Broker. If you marked this box, please state the name
of your non Israeli Bank/Broker: _________________________ and its branch
number.
Declaration
I hereby declare that the statements herein are full and correct and understand
that the Offeror will rely on these statements in calculation of the tax liability.
I hereby declare that I have understood this form and I have completed it
accurately and in accordance with the instructions.
I have given all the correct, full and complete information in this form.
I am aware that an omission or giving incorrect detail in this
form constitutes an offence against the Income Tax Ordinance.
______________ __________________ ___________________________
Date Shareholder Name Name of Authorized Signatory
__________________ ___________________________
Shareholder Signature Signature of Authorized Signatory
Company Stamp
Appendix V
Tax Declaration - Non Israeli Resident
In connection with the offer by Satcom Systems Ltd. to ordinary shareholders and
holders of Depositary Interests of Gilat Satcom Ltd. dated 6 May 2008 (the
"Offer") each Company Shareholder claiming a non-Israeli residence status is
required to complete and execute the declaration set forth below in order to
enjoy exemption from withholding requirements as described in paragraph 11 of
the Offer.
Unless the context otherwise requires, the definitions used in the Offer
document apply in this declaration.
I hereby declare that I am not a resident of Israel for the purpose of the
Israeli Income Tax Ordinance.
B. Shareholder Information
Name Passport No. / Type of Shareholder / beneficiary:
Corporation No.
Legal Entity
Individual
Trust: Beneficiary
Trustee
Partnership all of whose members are
non-residents
Company all of whose members are
Non-Israeli residents
1. In respect of an individual 2. In respect of a legal entity
Date of birth: The country in which it was incorporated
Country of residence:
Country of citizenship: The country in which control and management are
conducted
Country issuing passport:
Passport valid until
Permanent Address (country, town, street, house no. and apartment no.)
Mailing Address Shareholder's Telephone
Telephone of Authorized Signatory
With regard to an individual:
I declare that I am not an Israeli resident because (please mark all applicable
boxes):
The State of Israel is not my permanent place of residence.
The State of Israel is neither my place of residence nor my family's place
of residence.
I am the beneficial owner of the income received from the sale of Company
Shares pursuant to the Offer.
My ordinary or permanent place of activity is not in the State of Israel
and I do not have a permanent establishment in the state of Israel.
I do not engage in an occupation in the State of Israel.
I do not own a business or part of a business in the State of Israel.
This year I did not stay and I do not intend staying in the State of
Israel for 183 days or more.
This year I did not stay in Israel and I also do not intend staying in
Israel for 30 days or more and my total stay in Israel this year and in
the two preceding years will not reach 425 days.
I am not insured with the National Insurance Institute in the State of
Israel.
I do not have an Israeli passport.*
I do not have Israeli citizenship.*
* this does not exclude from being "non resident"
I declare that
12. I purchased the shares of the company upon or after the date of the
Company's listing for trading.
13. I hold the shares of the Company (mark X in the appropriate place)
Directly, as a Registered Holder (registered as a holder in the Company's
Shareholders register)
Through a Bank/Broker. If you marked this box, please state the name of your
Broker: _________________________.
With respect to a legal entity:
I declare that the entity is not an Israeli resident because (please mark all
applicable box):
It is not registered/incorporated with the Registrar of Companies in
Israel.
It is not registered with the register of Amutot (non profit organizations)
in Israel.
It is not registered with the Registrar of Partnerships in Israel.
None of the partners in the partnership are Israeli residents.
The control of the legal entity is not in Israel.
The management of the legal entity is not in Israel.
The legal entity does not have a permanent enterprise in Israel and the
entity does not have a permanent establishment in the state of Israel.
No Israeli resident holds, directly or indirectly via shares or through a
trust or in any other manner or with another who is an Israeli resident, one
or more of the means of control specified below at a rate exceeding 25%.
the right to participate in profits;
the right to appoint a director;
the right to vote;
the right to share in the assets of the entity at the time of its
liquidation;
the right to direct the manner of exercising one of the rights specified
above.
I declare that
9. I purchased the shares of the company after the date of the company's listing
for trading .
10. I hold the shares of the Company (mark X in the appropriate place)
directly, as a Registered Holder (registered as a holder in the Company's
Shareholders register)
through a Broker. If you marked this box, please state the name of
your Broker: _________________________.
With respect to a trust:
I declare that the trust is not an Israeli resident because (please check all
applicable box):
The trust is not registered in Israel.
The creator of the trust is a non-resident in Israel.
The beneficiaries are non-residents in Israel.
The trustee is a non-resident in Israel.
Declaration
I hereby declare that the statements herein are full and
correct and understand that the Offeror will rely on these statements in
calculation of the tax liability.
I hereby declare that I have understood this form and I have
completed it accurately and in accordance with the instructions.
I have given all the correct, full and complete information in
this form.
I am aware that an omission or giving incorrect detail in this
form constitutes an offence against the Income Tax Ordinance.
______________ __________________ ___________________________
Date Shareholder Name Name of Authorized Signatory
__________________ ___________________________
Shareholder Signature Signature of Authorized Signatory
Company Stamp
--------------------------
(1) Subject to adjustment to include any vested Company share options described
in paragraph 9 that are exercised prior to the Acceptance Date.
(2) Subject to adjustment to include any vested Company share options described
in paragraph 9 that are exercised prior to the Acceptance Date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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