Result of SGM and Director Confirmation

B"H

9 August 2021

Shefa Gems Ltd.

("Shefa Gems" or the "Company")

Result of SGM and Director Confirmation

Further to the announcement on 1 June 2021 and the Circular sent to shareholders on that date (the "Circular"), Shefa Gems (LSE: SEFA), is pleased to announce that at the Special General Meeting of the Company, held earlier today, the resolution to approve the Combined Transaction was duly passed.

The company has appointed attorney Natan Drukman as a trustee to hold the shares of the subsidiary (the owner of the mining business) - and will be progressing with the disposal of the mining business by way of a dividend in specie to existing shareholders, and this is expected to complete subject to the schedule to be determined by the court in Israel (an application for approval of the dividend in specie process will be submitted by the company's lawyers after the submission of the financial statements for the 1H of 2021). The trustee will update on the schedule and progress of the process and any matter concerning the disposal of the mining business - through the RNS reporting system.

Acquisition strategy

As outlined in the Circular, following the disposal of the mining business, the Company will become a cash shell seeking acquisition opportunities in the web technology and software space.  Should an acquisition be completed it would constitute a reverse takeover under the Listing Rules and the Company would apply for the readmission of its shares to the Official List and the Main Market of the London Stock Exchange. The Company has currently not identified a suitable acquisition target but will particularly focus on the key areas of high growth delivering digital services to consumers in areas such as leisure, financials, e-commerce, gaming, as well as disruptive technologies such as blockchain and crypto currencies.  In addition, the Company will also look at potential targets in the software space. The Directors and New Directors believe that the areas of B2B software, Customer Relationship Management software and corporate risk management software present a good opportunity for the Company to create shareholder value.

Should the Company identify a suitable target, it will, in accordance with the Listing Rules, publish a prospectus containing all information required for the approval of a reverse takeover. At present, there can be no assurance that the Company will be able to identify a suitable acquisition target or that it will be able to complete any contemplated transaction and, as a consequence, the Company's admission to the Standard Listing segment of the Official List and trading on the London Stock Exchange's Main Market for listed securities may be cancelled.

Change of Name

The Company intends to change its name to "Alef Bet Advanced Technologies (2021)", or a similar name, as approved by the Israeli Registrar of Companies. The purpose of the name change is to more closely reflect the Company's strategy to develop its business across the web technology and software space.

Following the change of name the Company will make application to the London Stock Exchange to change its TDIM symbol from "SEFA" to "ALEF".   Shareholders should note that their shareholdings will be unaffected by the change of name, although new share certificates will be issued to Shareholders following the name change and completion of the Proposed Combined Transaction.  The Company will notify the market of when the change of name and TIDM will be effective. 

In the next couple of day the company will complete the equity subscription of Ordinary Shares at a price of USD ~0.0005 (approximately 0.00031 GBP) for each Ordinary Share, raising a total of USD 1,050,000 (GBP 756,000). 

The allotment of the Subscription Shares has triggered the requirement for a prospectus to be published in respect of those shares.  The Subscription Shares have been allotted to investors but will only be admitted trading on the Main Market of the London Stock Exchange following publication of a prospectus in accordance with Listing Rule 14.3.4. The Company intends to progress preparation of a prospectus as soon as practicable.

The registered share capital of the Company has increased to 1,000,000,000,000 Ordinary Shares and the par value of the Ordinary Shares has been cancelled. The amended Articles of Association of the Company have been placed on the Company's website.

Board changes

The Company confirms that Mr Alon Shany (Executive Chairman), Mr. Jacques Abitbol (Non-Executive Director), Ms Eva Abittan (Non-Executive Director) have today been appointed to the Board. Michael Rosenberg, David Nachshon, Gershon Frenkel, Zvi Nemeth, James Campbell and Natan Drukman have stepped down from the Board.  Mr Yossef Taub remains on the board as a regular director, and Ms Nathalie Schwarz remains on the board as an independent Non-Executive Director.

Total Voting Rights

Once admitted to trading following the publication of a prospectus, the Subscription Shares will rank pari passu in all respects with the existing ordinary shares in the Company.

Following the allotment of the 2,123,543,065 Subscription Shares, the Company's enlarged issued ordinary share capital will comprise 2,326,517,861 Ordinary Shares, each with voting rights.

This figure of 2,326,517,861 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.

Commenting on the new direction of the Company, Mr Alon Shany, Executive Chairman stated "I am pleased that we have completed the proposals that received overwhelming support from shareholders. I am excited for the new direction the Company is about to take and pleased to welcome new shareholders to the Company and we are excited to have created a new cash shell seeking opportunities in the web technology and software space.  We will be working with our advisers to review opportunities." 

- Ends -

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