TIDMMWE
RNS Number : 9029T
MTI Wireless Edge Limited
20 November 2023
20 November 2023
MTI Wireless Edge Ltd
("MTI" or the "Group")
Notice of shareholder meeting
and
proposed grant of options to the CEO and general manager of the
Antenna division
MTI Wireless Edge Ltd. (AIM: MWE), the technology group focused
on comprehensive communication and radio frequency solutions across
multiple sectors, announces that it will be holding an
extraordinary general meeting of the Company's shareholders (the
"EGM") at 10.00 a.m. (London time) on 5 January 2024. The EGM will
be held at the offices of Allenby Capital Limited, 5 St. Helen's
Place, London, EC3A 6AB for the purpose of:
1. approving the grant of 600,000 share options to Mr. Moshe
(Moni) Borovitz, the Company's CEO; and
2. approving the grant of 100,000 share options to Mr. Dov
Feiner, the general manager of the Company's Antenna division.
Both Mr. Borovitz and Mr. Feiner are directors of the
Company.
Terms of the options
In accordance with the Company's remuneration policy, which was
announced on 17 January 2022 and approved by shareholders in March
2022, the Company's remuneration committee and board of directors
(the "Board") approved an option plan for the Company's employees
(the "Option Plan").
The Option Plan includes the authority to issue 2,000,000 share
options (being 2.2% of the Company's issued share capital on fully
diluted basis) to employees and executive directors of the
Company.
The grant of share options is to be made under the Option Plan
with the following terms:
1. each option can be exercised into one ordinary share of the
Company (the "Ordinary Shares") at a price of 40 pence, being 25%
above the Company's share price at the date preceding this
announcement and 17% above the average share price in the last 30
days; and
2. the vesting of the options will be: 50% after two years; 25%
after three years; and 25% after four years, with expiration of the
options being six years after issue.
The Company's remuneration policy requires that issue of share
options to directors, the Chairman of the Board and controlling
shareholders (and their relatives) requires the approval of
shareholders at a general meeting of shareholders.
The Board believe that it is customary for officers in public
companies to be offered an equity component as a part of their
total compensation, which is intended to align the interests of the
officers to those of the Company's shareholders. Further the Board
believes that equity remuneration constitutes an appropriate
mechanism to retain senior office holders and provides an incentive
to senior office holders that is properly balanced between short
term and long term considerations, inter alia, by providing for a
vesting period. The Company's last employee stock option plan was
introduced in 2016.
In view of the advantages inherent from equity remuneration as
stated above, the Board believes it is for the benefit of the
Company, and its shareholders as a whole, to grant options under
the Option Plan.
Approval of the option grant to Mr. Borovitz
Pursuant to sections 270 and 275 to the Israeli Companies Law
1999 any remuneration to a controlling shareholder requires the
prior approval of the remuneration committee, the board of
directors, and the approval of shareholders at a general
meeting.
As a result of the aforesaid provisions to the Israeli Companies
Law 1999, the Company (following receipt of approvals from the
Company's audit committee, acting as the remuneration committee,
and the Board) wishes to grant Mr. Borovitz 600,000 options, as per
the terms of the Option Plan.
Related party transactions under Israeli Companies Law 1999
As at the date of this announcement, Mokirey Aya Ltd. is
interested in a total of 26,420,895 Ordinary Shares, which
represents 29.86% of the voting rights in the issued ordinary share
capital of the Company. Mokirey Aya Ltd is a company controlled by
members of the Borovitz family (including Zvi Borovitz, Chairman
and Moni Borovitz, director and CEO of the Company). Zvi Borovitz
and Moni Borovitz are also beneficially interested in 1,146,429 and
371,254 Ordinary Shares respectively, representing 1.30% and 0.42%
of the voting rights in the issued ordinary share capital of the
Company.
The approval of the proposed grant of share options to Moni
Borovitz and Dov Feiner, as described above, requires the approval
of the Company's shareholders holding at least a majority of the
Company's Ordinary Shares present, in person or by proxy, and
voting on the matter, provided that in the Case of Moni Borovitz
one of the following shall be fulfilled: (i) at least a majority of
the Ordinary Shares of the voting shareholders who are not
controlling shareholders or do not have a personal interest in the
approval (in counting the total votes of such shareholders,
abstentions shall not be taken into account); or (ii) the total
number of votes against the proposal among the shareholders
mentioned in paragraph (i) does not exceed two percent (2%) of the
aggregate voting power in the Company.
Notice to shareholders
The notice of the EGM is being posted to shareholders and will
shortly be available on the Company's website at the following
address, www.mtiwirelessedge.com , in accordance with AIM Rule
20.
For further information please contact:
MTI Wireless Edge Ltd +972 3 900 8900
Moni Borovitz, CEO http://www.mtiwirelessedge.com
Allenby Capital Limited (Nomad and Joint
Broker)
Nick Naylor/Alex Brearley/Piers Shimwell
(Corporate Finance)
Guy McDougall/Amrit Nahal (Sales and
Corporate Broking) +44 20 3328 5656
Shore Capital (Joint Broker)
Toby Gibbs/Rachel Goldstein (Corporate
Advisory) +44 20 7408 4090
Novella (Financial PR)
Tim Robertson/Safia Colebrook +44 20 3151 7008
About MTI Wireless Edge Ltd. ("MTI")
Headquartered in Israel, MTI is a technology group focused on
comprehensive communication and radio frequency solutions across
multiple sectors through three core divisions:
Antenna division
MTI is internationally recognized as a producer of commercial
off-the-Shelf and custom-developed antenna solutions in a broad
frequency range of HF to 170 GHz for commercial, RFID and military
applications. MTI continuously invests in ground breaking
technologies, explores new frequencies, and devises innovative
solutions which empower our wireless communication customers with
cutting-edge off-the-shelf and custom-made antennas.
We are at the forefront of technology and innovation, being the
first to introduce Dual Band parabolic antennas, E Band Automatic
Beam Steering antennas, E Band FCC compliant flat antennas, and
more.
MTI supplies directional and omnidirectional antennas for
outdoor and indoor deployments, including smart antennas for 5G
backhaul, Broadband access, public safety, RFID, base station and
terminals for the utility market.
Military applications include a wide range of broadband,
tactical and specialized communication antennas, antenna systems
and DF arrays installed on numerous airborne, ground and naval,
including submarine, platforms worldwide.
Water Control & Management division
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI
provides high-end remote control and monitoring solutions for water
and irrigation applications based on Motorola's IRRInet
state-of-the-art control, monitoring and communication
technologies.
As Motorola's global prime-distributor Mottech serves its
customers worldwide through its international subsidiaries and a
global network of local distributors and representatives. With over
25 years of experience in providing customers with irrigation
remote control and management, Mottech's solutions ensure constant,
reliable and accurate water usage, increase crops quality and yield
while reducing operational and maintenance costs providing fast ROI
while helping sustain the environment. Mottech's activities are
focused in the market segments of agriculture, water distribution,
municipal and commercial landscape as well as wastewater and
storm-water reuse.
Distribution & Professional Consulting Services division
Via its subsidiary, MTI Summit Electronics Ltd., MTI offers
consulting, representation and marketing services to foreign
companies in the field of RF and Microwave solutions and
applications including engineering services (including design and
integration) in the field of aerostat systems and the ongoing
operation of Platform subsystems, SIGINT, RADAR, communication and
observation systems which is performed by the Company. It also
specializes in the development, manufacture and integration of
communication systems and advanced monitoring and control systems
for the Government and defence industry market.
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