24th Apr 2009 07:00
24 April 2009
Telit Communications plc ("Telit" or "the Company")
Director / PDMR Shareholding
Telit Communications plc (AIM: TCM), the global wireless communications developer and distributor, announces that the Company was notified by Boostt B.V. ("Boostt") that a charge over 6 million ordinary shares ("Ordinary Shares") of the Company owned by it, has been placed in favour of its corporate parents, who provided it with the financing for their purchase from Polar Investments Ltd ("Polar") as previously announced on 16 April 2007.
In May 2007, Boostt purchased 12 million Ordinary Shares of the Company from Polar, then the controlling shareholder of the Company. According to the terms of the share purchase agreement ("Agreement") 50 per cent. of the consideration was paid by Boostt immediately (financed by shareholder loans made available to Boostt by its corporate parents, as explained above), and the remaining 50 per cent. will be paid in six equal interest-bearing instalments beginning in November 2009 and every six months thereafter, while the interest was paid every six months beginning from 4 November 2007. Six million shares were delivered to Boostt by Polar in May 2007 and 6 million were placed in escrow, to be released to Boostt in proportion to the payment of the instalments or to Polar, in the event that the instalments were not paid.
According to the provisions of the Agreement, Boostt received full title to all of the 12 million shares and is entitled to all rights contained therein, including but not limited to the rights to nominate directors, voting rights and the right for dividends and other distributions. Boostt was also awarded the right of first refusal over Polar's remaining shares once Polar's holdings in the Company decrease to 19.9 per cent. (currently Polar is interested in shares representing 12.3 per cent. of the outstanding shares).
Boostt is controlled in equal parts by Wireless Solutions Management S.L. ("WSM") and its corporate parent Techvisory S.A. ("Techvisory") and by Oozi Cats, a director of the Company and its CEO.
Boostt is currently interested in 12,100,000 Ordinary Shares; Oozi Cats holds 3,110,357 Ordinary Shares; Techvisory and WSM hold an additional 1,250,000 Ordinary Shares and Massimo Testa, a director of Telit and an interested party in Techvisory holds 323,000 Ordinary Shares.
As previously disclosed, the Company considers Oozi Cats, Enrico Testa (chairman of the Company) and Massimo Testa, who are interested parties in Boostt and/or its corporate parents, to be interested in the aggregate holdings, which amount to 16,783,357 shares, or 37.7 per cent. of the Company's issued share capital.
Enquiries:
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Telit Communications plc |
Tel: 00 972 3 7914000 |
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Michael Galai, Finance Director |
www.telit.com |
|
Seymour Pierce |
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Seymour Pierce Limited Chris Howard / Christopher Wren Corporate Finance |
Tel: +44 (0) 20 7107 8000 www.seymourpierce.com |
Related Shares:
TCM.L