Re Credit Line for Subsidiary

RNS Number:9771B
Technoplast Industries Ld
15 August 2004

                                                     R. YOHAY & CO., LAW OFFICES   
 

                                  TOP  TOWER,  50, DIZENGOFF ST., TEL AVIV 64332

               FAX: [phone]   e-mail: [e-mail]   TEL: [phone]           

 

                                                              ROBERT YOHAY               
                                                              GILL RIMON                      
                                                              EYNAT BRETSHNAIDER    



                                                         Tel Aviv, 11 August 2004

The London Stock Exchange
Company Announcements Section
Fax: [phone]



Dear Sir,



            RE:       Technoplast Industries Ltd - Immediate report


Immediate report pursuant to regulation 14 of the Securities Regulations,
(transaction between a company and its controlling shareholder), 5761-2001
(hereinafter: "the Regulations").


Technoplast Industries Ltd. (hereinafter: "the Company") has announced to the
Tel Aviv Stock Exchange and to the Israeli Securities Authority as an immediate
report report pursuant to regulation 14 of the Regulations, of the approval,
today, of transactions between the Company and its controlling shareholder,
transactions that, pursuant to regulation 1 (2) of the Companies Regulations
(alleviations with respect to transactions with a controlling shareholder), 5761
- 2001 (hereinafter: "the Alleviation Regulations"), do not require the
convening of a general meeting of the Company's shareholders, as follows:



1.         The transactions


            1.1       The transactions are, in essence, the granting of
guarantees of the Company's controlling shareholders, Mr. Michael Suzs and/or
Kidron management and holdings (1961) Ltd., as surety for a credit line of US$ 1
million to be granted by Union Bank of Israel Ltd. (hereinafter: "Union Bank")
and for a credit line of US$ 1 million to be granted by Bank Hapoalim Ltd.
(hereinafter: "Bank Hapoalim"). The above credit lines shall be granted to a
subsidiary of the Company, Kidron Plastics Marketing Ltd. (hereinafter: "
Marketing"). The Company is not required to pay any sums to undertake any
undertakings in consideration for the granting of above guarantees.


            1.2       Marketing is a subsidiary of the Company. 100% of
Marketing's issued and paid up share capital are held by Kidron Plastics,
Limited partnership (hereinafter: "the Partnership"). The Company is the general
partner in the Partnership and is the indirect owner of all the rights in the
Partnership. Marketing was founded in order to serve as the Partnership's
marketing division.


            1.3       Marketing requested a credit line of US$ 1 million from
Union bank for the finance of inventory and debtors. Union Bank approved the
granting of such credit line subject to receipt of certain sureties, including
the receipt of guarantees by Mr. Michael Suzs and Kidron management and holdings
(1961) Ltd., the Company's controlling shareholders.


            1.4       Marketing requested a credit line of US$ 1 million from
Bank Hapoalim for the finance of inventory and debtors. Union Bank approved the
granting of such credit line subject to receipt of certain sureties, including
the receipt of guarantees by Kidron management and holdings (1961) Ltd..


            1.5       Mr. Michael Suzs and Kidron management and holdings (1961)
Ltd.. have agreed to grant the requested guarantees for a period of 12 months,
in order to enable Marketing to receive the above credit lines


2.         The Company's control committee and board of directors determined
that marketing is in need for the above credit lines and that Mr. Michael Suzs
and Kidron management and holdings (1961) Ltd.'s consent to grant the above
guarantees, for no consideration and/or without the Company being required to
undertake any undertakings, are undertakings that can only benefit the Company.


            Messrs. Michael Suzs and Jacob Meidan did not participate in the
Company's board of directors' discussion and vote in connection to the above
transactions.


3.         Pursuant to regulation 1 (c) of the Alleviation Regulations, an
alleviation pursuant to regulation 1 (2) shall not apply in the event that one
or more shareholders holding one percent or more of the Company's issued share
capital or one percent or more of the Company's voting rights, notifies the
Company of his objection to such alleviation, provided that such objection has
been served to the Company in writing not later than seven days of the
publication of this immediate report. In the event that such objection is
served, the above transactions shall require approvals pursuant to the
provisions of paragraph 275 of the Companies Law 5759 - 1999.









                                Yours Sincerely,



                                Gill Rimon, Adv.

                          R. Yohay & Co., Law Offices




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