Fthr reCapital Reorganisation

RNS Number:4714Y
Technoplast Industries Ld
10 May 2004

                                                    R. YOHAY & CO., LAW OFFICES



                                  TOP  TOWER,  50, DIZENGOFF ST., TEL AVIV 64332               
            FAX:  525-03 39 83    e-mail: ryohay@ryylaw.com  TEL:   525-03 39 72 



                                                              ROBERT YOHAY
                                                              GILL RIMON
                                                              EYNAT BRETSHNAIDER

Tel Aviv, 6 May 2004


                          
The London Stock Exchange
Company Announcements Section
Fax: 44-207-5886057




Dear Sir,


          RE:   Technoplast Industries Ltd - Amended Immediate report


Technoplast Industries Ltd. (hereinafter: "the Company") has announced to the
Tel Aviv Stock Exchange and to the Israeli Securities Authority, as an immediate
report, of amendments to the immediate report published by the Company on 30
November 2003 (hereinafter: "the Report"), as follows:



1.         The agreements signed on 27 November 2003 between Michael and Sigal
Suzs to the third party mentioned in paragraph 14.4 of the Report and the
additional third party mentioned in paragraph 14.5 of the Report have been
rescinded.



            The said agreements shall be replaced be the following arrangements:



2.         Kidron Management and Holdings (hereinafter: "Kidron") and Michael
Suzs have assigned a part of the option as defined in paragraph 3.3 of the
Report, to the third party mentioned in paragraph 14.4 of the Report as follows:
the said third party shall invest a sum equal in NIS to US$ 157,359.76 in the
Company, in consideration to 8,941,963 ordinary shares of the Company, pursuant
to the terms set forth in the merger agreement between Kidron and the Company.
Subsequent to the purchase of the above shares, the said third party shall hold
(directly and/or indirectly) 4.99% of the Company's share capital (on a non
diluted basis). The said third party is not an interested party in the company
and shall not become an interested party in the Company subsequent to the
purchase of the above shares.



            The remainder of the above option, i.e. the option to invest a sum
equal in NIS to US$ 362,640.24, shall be exercised by Mr. Michael Suzs, who
shall be allotted 19,470,519 ordinary shares of the Company in consideration to
the said investment.



3.         Pursuant to an agreement signed between Rami Mardor and Kidron on 26
April 2004, Rami Mardor shall purchase from Kidron, immediately subsequent to
the closing of the merger transaction between the Company and Kidron, 8,943,963
ordinary shares of the Company (out of the 76,180,966 ordinary shares to be
allotted to Kidron according to paragraph 3.1 of the Report) free from any third
party rights. The purchase of the said shares shall take place immediately
subsequent to the closing of the merger transaction between the Company and
Kidron at a price of NIS 0.08 per share. The payment of the consideration by
Rami Mardor shall be performed 5 years from the closing of the merger
transaction between the Company and Kidron. Such consideration shall bear
interest at a rate agreed upon by Kidron and Rami Mardor. In order to ensure the
payment of the consideration by Rami Mardor, the above shares shall be pledged
in favor of Kidron until the consideration is paid in full. Subsequent to the
purchase of the above shares, Rami Mardor shall hold (directly and/or
indirectly) 4.99% of the Company's share capital (on a non diluted basis).



4.         The Company has been informed by Kidron that with the exclusion of
the pledge of the shares to be sold to Rami Mardor, there are no agreements with
respect to the sale or the holding of the shares purchased by Rami Mardor or the
third party mentioned in paragraph 2 supra between Kidron and/or Michael and
Sigal Suzs and/or by a company controlled by them and Rami Mardor or the third
party mentioned in paragraph 2 supra and there is no intent to enter into such
agreements.



5.         Rami Mardor's holdings shall not be considered as shares in public
hands due to the arrangement described in paragraph 3 supra.



6.         Subsequent to the allotment of shares to Kidron and to Michael and
Sigal Suzs, including the allotment of shares upon the exercise of the option as
defined in paragraph 3.3 of the Report and subsequent to the performance of the
arrangements described herein the rate of shares in public hands shall be 18.3%
of the Company's shares (on a partially diluted basis) and therefore the Company
shall meet the TelAviv Stock Exchange's requirements with respect to shares in
public hands. It should be noted that such arrangements may create some
difficulty with respect to the London Stock Exchange's requirements regarding
shares in public hands.





                                Yours Sincerely,



                                Gill Rimon, Adv.
                          R. Yohay & Co., Law Offices




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