16th Apr 2007 14:30
Telit Communications PLC16 April 2007 Press Release 16 April 2007 Telit Communications plc ("Telit" or "the Company") Investment consortium buys major stake in Telit Telit Communications plc (AIM: TCM), the global wireless communicationsdeveloper and distributor, announces that BOOSTT B.V. ("BOOSTT") has enteredinto an agreement (the "Agreement") to purchase 12,000,000 shares in Telit,representing 27.77% of the Company's issued voting share capital, from PolarInvestments Ltd. ("Polar") at a price of €0.64 per share (64 Euro cents or 43.6pSterling at current exchange rates). BOOSTT is a consortium of investors including Mr. Oozi Cats, CEO of Telit, and agroup of Italian investors led by Mr. Franco Bernabe. BOOSTT has informed theCompany that it intends to nominate Mr. Chicco Testa, currently a director ofTelit's Italian subsidiary, as Chairman of the Board of Directors of Telit andalso nominate an additional director to the Board. The two new Directors willreplace Mr Avigdor Kelner and Mrs Pnina Bitterman Cohen, the two directorsnominated by Polar, who will resign upon the closing of the transaction, whichis expected to take place on 3 May, 2007. The Agreement contains certain covenants between the parties including thatBOOSTT shall have the right of first refusal to purchase up to 19.9% of theCompany's issued share capital held by Polar following this transaction if Polarintends to sell. In addition, Polar has agreed not to purchase further sharesin the Company if to do so would result in BOOSTT not being the largestshareholder in the Company. Following the closing of the transaction, BOOSTT shall enter into an agreementwith the Company under which the parties have agreed to regulate certain mattersrelating to the relationship between BOOSTT and the Company for the purposes ofensuring that the Company and its affiliates are capable at all times ofcarrying on their business independently of BOOSTT and its affiliates and thatall dealings between the Company and/or its affiliates and BOOSTT and/or itsaffiliates are on arm's length terms. Mr. Bernabe is the Chairman and majority shareholder of FB Group, a technologyinvestment company and Vice Chairman of Rothschild Europe. A former CEO ofTelecom Italia and of Eni, one of the largest global integrated oil and gascompanies, he is also a member of the board of directors of PetroChina, Acea andof 3 Italia. Mr. Testa is currently the Chairman of Roma Metropolitane, the company set up bythe Rome municipality to implement the city's new underground system, and aboard member of Rothschild Spa and of Lloyd Adriatico. He also served as aboard member of Riello Group as well as on the advisory board of the CarlyleGroup. From 1996 to 2002 Mr. Testa served as Chairman of ENEL, Italy's largestelectricity company. From 1994 to 1996 he served as Chairman of ACEA, theenergy and environment company of the Rome Municipality. Mr. Testa is a formermember of the Italian Parliament, elected in 1987 and in 1994. Prior to the transaction, Polar holds 22,968,278 shares in Telit and is theCompany's majority shareholder. Following the transaction Polar will beinterested in a total of 10,968,278 shares representing 25.4% of the Telit'sissued voting share capital. Following the transaction, and taking into consideration his shareholdinginterests in BOOSTT, Mr. Cats, who currently holds 2,700,357 shares in Telit,will have an interest in 14,700,357 of Telit's issued voting shares,representing 34% of Telit's issued voting share capital. - ends - For further information: Telit Communications plc Tel: 00 39 040 419 2491Oozi Cats, Chief Executive www.telit.com Seymour PierceSarah Wharry Tel: +44 (0) 20 7107 8000 www.seymourpierce.com Media enquiries: AbchurchChris Lane Tel: +44 (0) 20 7398 [email protected] www.abchurch-group.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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