17 February 2016
MTI Wireless Edge Ltd
("MTI" or the "Company")
Notice of AGM and EGM
The board of MTI (the "Board") announces an AGM will be held at 10.00 a.m. (London time) on 18 May 2016 at the offices of Allenby Capital Limited, 3 St Helen's Place, London, EC3A 6AB for the purpose of:
1. presentation of the 2015 financial reports.
2. to re-elect Mr. Zvi Borovitz as a non-executive chairman of the Company;
3. to re-elect Mr. Dov Feiner, the Company's CEO, as a director of the Company;
4. to re-elect Mr Moni Borovitz, the Company's CFO, as a director of the Company;
5. to elect Mr Zvi Kanor as a non-executive director of the Company; and
6. to re-appoint BDO Israel LLP as the Company's auditors for the year 2016 and to authorize the directors to determine the auditors' remuneration for the year 2016.
In addition, the Board announces that an EGM will also be held at the same time and location for the purpose of seeking shareholders' approval to:
1. the reappointment of Mr. Richard Bennett as external director for 3 years;
2. re-approving the policy for officers remuneration as required under Section 20 to the Israeli Companies Law 1999 with minor changes as detailed below;
3. making certain amendments to the management services agreement (the "Management Services Agreement") between the Company and Mokirei Aya Management (2003) Ltd. (the "Management Company") for the services of the Chairman and CFO of the Company and the consummation of the transactions contemplated under such agreement as well as to extend the term of the Management Services Agreement for further three years with effect from 1 June 2016 (the "Amendments");
4. making certain amendments to the agreement of the Company's CEO as detailed below ("CEO Agreement");
5. approving a share option plan for key employee (the "Plan"); and
6. approval of entering into a new umbrella plan for directors and office holders insurance including deed of indemnification.
Shareholders should note that Mrs Lihi Elimelech Bechor will remain in her position as non executive external director as a result of the fact that her appointment was for three years from April 2015. Shareholders should also note that the Company will not be posting hard copies of this notice and the annual reports to its shareholders. Shareholders who require a hard copy may download it from the Company's website at www.mtiwe.com or write to the Company at MTI Wireless Edge Ltd Headquarters, 11 Hamelacha St. Afek Industrial Park, Rosh-Ha'Ayin, Israel requesting a hard copy.
Background
The Amendments to the Management Service Agreement
The Company is a subsidiary of MTI Computers & Software Services (1982) Ltd ("MTI Computers") and the Management Company is a wholly owned subsidiary of Mokirei Aya Ltd., which is the controlling shareholder of MTI Computers, as a result of which, Israeli Companies Law 1999 requires that any amendments to the Management Services Agreement requires the approval of MTI's shareholders.
In addition, pursuant to an amendment to Section 275 to the Israeli Companies Law 1999 ("Section 275"), any service agreement proposed to be entered into between a company and its controlling shareholders requires the prior approval of that company's board of directors, remuneration committee and general meeting every 3 years and, as such, the proposed extension of the Management Services Agreement for further 3 years from 1 June 2016 falls within Section 275.
As a result of the proposed Amendments, the Company (following receipt of approvals from the Audit Committee, the Remuneration Committee and the Board of Directors of the Company) wishes to vary the Management Services Agreement by extending it for a further 3 years term from 1 June 2016 as well as on the terms shown in Schedule A to this announcement.
Other than as described above, the terms and conditions of the Management Services Agreement shall remain unchanged.
It should be noted that both the Company and the Management Company are Israeli companies and subject to the provisions of the Israeli Companies Law 1999.
The Amendments to the CEO Agreement
According to the previous engagement the CEO is entitled to a monthly salary of 60K NIS, it is suggested to raise the Salary to 65K NIS per month. In addition, there is an update in the Variable Component, all as specified in Schedule B to this announcement.
As a result of the proposed amendments, the Company (following receipt of approvals from the Audit Committee, the Remuneration Committee and the Board of Directors of the Company) wishes to vary the CEO Agreement by extending it for a further 3 years from 1 June 2016 as well as on the terms shown in Schedule B to this announcement.
The Plan
If approved by shareholders of the Company, the Board proposes immediately to grant options for 800,000 shares (approximately 1.5% of the Company's current issued share capital on a fully diluted basis) with an exercise price of 27p per share (the "Options"). The Options will vest in stages as follows:
a. 50% of the plan no earlier than 1 May 2018;
b. 25% of the plan no earlier than 1 May 2019; and
c. 25% of the plan no earlier than 1 May 2020.
The Options will be capable of being exercised until 1 May 2022, after which they will be void.
This option grant is subject to the receipt of the required approval from the Israeli Tax Authorities.
As part of the grant of the Options, and if approved by shareholders of the Company an allocation will be given to the GM of Mottech Water Solutions (600,000 Options) and several other key employees.
The Deed of Indemnification
The Company wishes to renew the existing Deeds of Indemnification with each of its office holders and directors pursuant to the articles of association of the Company, whereby the Company will indemnify the applicable officer holder or director against any liability or expense imposed upon it or incurred by it in consequence of any action or actions taken by it within the framework of his/her position, all in accordance with the terms and conditions of the Deeds of Indemnification.
The aggregate amount of the indemnity set forth in the Deeds of Indemnification will not exceed an amount of US$4,000,000 (the "Maximum Amount"). This Maximum Amount applies to any officer individually and to all officers jointly, per indemnified event and cumulatively.
The Maximum Amount shall apply only in excess of the amount paid (if and to the extent that it is paid) within the framework of an insurance policy or an indemnification by any entity other than the Company.
Related party transactions
As at the date of this announcement, the Management Company is a wholly owned subsidiary of Mokirei Aya Ltd. which is the controlling shareholder of MTI Computers which holds 27,031,897 Ordinary Shares, representing approximately 52.4 per cent. of the issued share capital of the Company. Zvi Borovitz and Moshe (Moni) Borovitz, both directors of the Company, each have an interest in 25 per cent. of the share capital of Mokirei Aya Ltd., which controls 43.2 per cent. of the issued share capital of MTI Computers. Accordingly, the matters contemplated by the Amendment are classified as a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.
The Company's directors (other than Zvi Borovitz and Moshe (Moni) Borovitz), having consulted with the Company's nominated adviser, Allenby Capital Limited, consider that the terms of the Amendment are fair and reasonable insofar as the Company's shareholders are concerned.
Notice to shareholders
A Notice of the EGM will be posted to shareholders and will shortly be available on the Company's website at the following address, www.mtiwe.com/, in accordance with AIM Rule 20.
For further information please contact:
MTI Wireless EdgeDov Feiner, CEOMoni Borovitz, Financial Director |
http://www.mtiwe.com/+972 3 900 8900 |
Allenby Capital LimitedNick NaylorAlex Price |
+44 20 3328 5656 |
About MTI Wireless Edge
MTI is engaged in the development, production and marketing of High Quality, Low Cost, Flat Panel Antennas for Commercial & for Military applications. Commercial applications such as: WiMAX, Wireless Networking, RFID readers &, Broadband Wireless Access. With over 40 years experience, supplying antennas 100KHz to 90GHz including directional antennas and Omni directional for outdoor and indoor deployments including Smart Antennas for WiMAX, Wi-Fi, Public Safety, RFID and for Base Stations and Terminals - Utility Market. Military applications includes a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola IRRInet state of the art control, monitoring and communication technologies. Mottech, headquartered in Israel, is the global prime distributor of Motorola for the IRRInet remote control solutions serving its customers worldwide through its subsidiaries and a global network of local distributers and representatives. It utilizes over 25 years of experience in providing its customers with remote control and management systems which ensure constant, reliable and accurate water usage, while reducing operational costs and maintenance costly expenses. Mottech activities are focused in the market segments of agriculture, water distribution, Municipal and Commercial Landscape and Wastewater and Storm water Reuse.
Schedule A
Chairman - Mr. Zvi Borovitz
Fixed component
The chairman shall be entitled to a management fee of 25K NIS per month (raise from 20K NIS prior to this approval) based on minimum 25% working time. This fixed component shall be linked to the CPI increase per the existing terms of the Management Services Agreement.
In addition to the management fee the chairman is entitled to a car as per the existing terms of the Management Services Agreement.
Variable Component
Min - No bonus below net profit of $400K (raise from $250K prior to this approval) , 2.5% above it, prior to the bonuses distributed by the company to its managers under the remuneration policy.
Max - Maximum Variable Compensation per annum - $100,000
Equity Compensation - No updates.
CFO - Mr. Moni Borovitz
Fixed component
The CFO shall be entitled to a management fee of 65K NIS per month (raise from 60K NIS prior to this approval) based on minimum 80% working time. This fixed component shall be linked to the CPI increase per the existing terms of the Management Services Agreement.
In addition to the management fee the CFO is entitled to a car as per the existing terms of the Management Services Agreement.
Variable Component
Min for any bonus - Net Profit
Up to two Salaries (130K NIS) by meeting certain goals presented by the remuneration committee at the beginning of each year or per the committee decision to give such for special performance +2.5% of Net profit above $400K (raise from $250K prior to this approval) prior to bonuses distributed by the company to its managers under the remuneration policy.
Max - Maximum Variable Compensation per annum - 8 X Management Fee.
Equity Compensation - No updates.
Schedule B
CEO - Mr. Dov Feiner
Fixed component
The CEO shall be entitled to a Salary of 65K NIS per month (raise from 60K NIS prior to this approval) based on 100% working time plus all social benefits per the existing terms in the CEO Agreement. This fixed component shall be linked to the CPI increase per the existing terms of the CEO Agreement.
In addition to the management fee the CEO is entitled to a car as per the existing terms of the Management Services Agreement.
Variable Component
Min for any bonus - Net Profit
Up to one Salary (65K NIS) by meeting certain goals presented by the remuneration committee at the beginning of each year or per the committee decision to give such for special performance +2.5% of net profit of the company above $400K (raise from $250K on operational profit prior to this approval) prior to bonuses distributed by the company to its managers under the remuneration policy.
Max - Maximum Variable Compensation per annum - 8 X Management Fee.
Equity Compensation - No updates.
