16th Jun 2010 07:00
TELIT COMMUNICATIONS PLC
("Telit" or the "Company")
Unwinding the agreements with BAMES
Telit Communications plc (AIM: TCM), announces that it has signed an agreement with Bartolini After Market Electronics Services s.r.l. ("BAMES"), whereby Telit will acquire from BAMES its 10 per cent. of the ordinary shares in Telit Wireless Solutions s.r.l ("Telit s.r.l."). Following this transaction Telit will own 100 per cent. of the ordinary shares in Telit s.r.l. and the cross-holdings between the two groups will end.
This agreement follows the announcement of 24 July 2009 whereby Telit announced that its manufacturing agreement with SEM s.r.l. ("SEM"), the Vimercate, Italy based manufacturing arm of BAMES, was converted to be non-exclusive.
The key terms of the agreement are as follows:
Ø Telit shall acquire from BAMES its entire shareholding in Telit s.r.l., being 10 per cent. of the share capital.
Ø By way of consideration for the shares in Telit s.r.l., Telit s.r.l. has undertaken to transfer to BAMES its stake in SEM, being 19.9 per cent. of the corporate capital of SEM.
Ø In addition, Telit will allot to Bames 2,700,000 ordinary shares of Telit.
Ø If, as of 1 February 2011, the value of the 2,700,000 Telit shares is less than €1.5 million, Telit will pay a further amount in cash to bring this element of the consideration to €1.5 million.
Ø If, on that date, the value of these shares is greater than €1.5 million, Bames will pay Telit 50% of amount from €1,500,001 and €2,500,000 and 100% of the amount above €2,500,000, as applicable.
Ø Furthermore, BAMES will waive the pledge given by Telit over 3 per cent. of the ordinary shares in Telit s.r.l.
Telit, CEO, Oozi Cats commented "Given that we have now moved much of our manufacturing to China, it is appropriate that we unwind the cross shareholding agreement with BAMES. We will continue to have a strong working relationship with BAMES and they continue to manufacture certain products for us via SEM".
The new Telit shares will be allotted once the Telit s.r.l. shares have been transferred. A further announcement will be made once the new shares are allotted, which is expected to complete in the coming weeks.
For further information please visit www.telit.com or contact:
Telit Communications Plc |
Tel: +972 3791 4040 |
Michael Galai, General Counsel & Finance Director |
|
|
|
Astaire Securities Plc, Nomad & Broker |
Tel: +44 20 7448 4400 |
Shane Gallwey / Sebastian Wykeham |
|
Related Shares:
TCM.L