EGM Statement

 

TIDMDTK 
 
RNS Number : 8799N 
Dmatek Ld 
25 February 2009 
 

Dmatek Ltd. 
 
 
('Dmatek' or the 'Company') 
 
 
RESOLUTIONS APPROVED BY SHAREHOLDERS 
 
 
 
 
It was announced on 29 December 2008 that the Independent Directors had reached 
agreement on the terms of a recommended sale of the Company to an investor group 
led by Francisco Partners pursuant to an agreement and plan of merger under the 
Israeli Companies Law, 5759 -1999. On 21 January 2009, the Company dispatched a 
circular to shareholders containing, inter alia, details of the merger agreement 
and notices convening the Extraordinary General Meeting, the Cash Consideration 
Shareholders' Meeting and the Equity Consideration Shareholders' Meeting. 
 
The Board is pleased to announce that all of the necessary resolutions have been 
duly approved by Shareholders at the  Shareholder Meetings today, as set out 
below. 
 
 
At the EGM held earlier today, the Resolutions to approve the Merger and other 
ancillary matters were passed by the requisite majority on a poll. The voting of 
those Shareholders who cast votes either in person or by proxy at the EGM is 
summarised below: 
 
+------------+------------+------------+------------+------------+------------+ 
|Resolution  | Number of  | Number of  | Total      | Percentage | Percentage | 
|            | Shares     | Shares     | (excluding | of Shares  | of Shares  | 
|            | voted for  | voted      | withheld   | voted for  | voted      | 
|            |            | against    | votes)     |            | against    | 
+------------+------------+------------+------------+------------+------------+ 
| 1          | 12,293,596 | 404,500    | 12,698,096 | 96.81%     | 3.19%      | 
+------------+------------+------------+------------+------------+------------+ 
| 2          | 12,073,841 | 561,602    | 12,635,443 | 95.56%     | 4.44%      | 
+------------+------------+------------+------------+------------+------------+ 
| 3          | 12,264,354 | 406,141    | 12,670,495 | 96.79%     | 3.21%      | 
+------------+------------+------------+------------+------------+------------+ 
| 4          | 12,229,402 | 406,141    | 12,635,543 | 96.79%     | 3.21%      | 
+------------+------------+------------+------------+------------+------------+ 
| 5          | 12,083,919 | 551,624    | 12,635,543 | 95.63%     | 4.37%      | 
+------------+------------+------------+------------+------------+------------+ 
| 6          | 12,227,788 | 403,641    | 12,631,429 | 96.80%     | 3.20%      | 
+------------+------------+------------+------------+------------+------------+ 
 
 
At the Cash Consideration Shareholders' Meeting, also held earlier today, the 
resolution to approve the Merger was passed by the requisite majority of Cash 
Consideration Shareholders on a poll. The voting of those Cash Consideration 
Shareholders who cast votes either in person or by proxy at the Cash 
Consideration Shareholders' Meeting is summarised below: 
 
 
+-------------+-----------+------------+------------+------------+------------+ 
|             |  Number   | Number of  |   Total    |Percentage  |Percentage  | 
|             |    of     |  Shares    |(excluding  | of Shares  | of Shares  | 
|             |  Shares   |   voted    |  withheld  | voted for  |   voted    | 
|             |  voted    |  against   |  votes)    |            |  against   | 
|             |    for    |            |            |            |            | 
+-------------+-----------+------------+------------+------------+------------+ 
| Resolution  |8,607,940  |  400,000   | 9,007,940  |  95.56%    |   4.44%    | 
|      1      |           |            |            |            |            | 
+-------------+-----------+------------+------------+------------+------------+ 
 
 
 
 
At the Equity Consideration Shareholders' Meeting, also held earlier today, the 
resolution to approve the Merger was passed by the requisite majority of Equity 
Consideration Shareholders and Interested Cash Consideration Shareholders on a 
poll. The voting of those Equity Consideration Shareholders and Interested Cash 
Consideration Shareholders who cast votes either in person or by proxy at the 
Equity Consideration Shareholders' Meeting is summarised below: 
 
 
+------------+------------+------------+------------+------------+------------+ 
|            | Number of  | Number of  |   Total    |Percentage  |Percentage  | 
|            |  Shares    |  Shares    |            | of Shares  | of Shares  | 
|            | voted for  |   voted    |            | voted for  |   voted    | 
|            |            |  against   |            |            |  against   | 
+------------+------------+------------+------------+------------+------------+ 
|Resolution  | 2,826,419  |    none    | 2,826,419  |    100%    |    0%      | 
|     1      |            |            |            |            |            | 
+------------+------------+------------+------------+------------+------------+ 
 
 
 
 
Completion of the Merger now remains subject to fulfilment of the other 
conditions to the merger and the issuance of the Merger Certificate by the 
Israeli Registrar which is expected not less than 30 days from today's date. 
 
 
A further announcement will be made clarifying the expected timetable in due 
course. 
 
 
Capitalised terms used in this announcement have the same meanings ascribed to 
them in the Circular dated 21 January 2009. 
 
 
Enquiries 
 
 
Dmatek Ltd. 
Idit Mor 
Mobile: + 44 (0)7834 126 742 ; [phone] 
[e-mail] 
 
 
BDO Stoy Hayward Corporate Finance 
Michael Cobb    [phone] 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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