ESPRO Information Technologies Ltd

July 10, 2008 10:34 ET

Update on the withdrawal of Espro from PLUS


                       ESPRO INFORMATION TECHNOLOGIES LIMITED ("Espro" or "The Company")

                                  Update on the withdrawal of Espro from PLUS

On  26  June 2008 the Company announced its intention to withdraw from PLUS at the close of business on Monday,
August 4th 2008.

Following  the  announcement  made on 26 June 2008 a number of shareholders have objected  and,  as  a  result,
withdrawal  is  now  conditional on the passing of a Special Resolution to be put to  the  shareholders  at  an
Extraordinary  General Meeting. It remains the intention of the Board to seek the approval of  shareholders  to
withdraw from PLUS.

The Proposed De-Listing

The  Board  intends  to seek the approval of the Shareholders to the De-listing at the EGM. The  De-listing  is
(subject to approval) expected to be effective from 4.30 pm (London time) on 4 August 2008.
In accordance with Rules 53 - 55 of the PLUS Rules for Issuers, the Company
notified the PLUS  market of the proposed De-Listing and an announcement was released on 26 June 2008 outlining
the intention to withdraw the Ordinary Shares of the Company from the PLUS market.

The  Company  is committed to keeping shareholders and potential shareholders informed of progress  within  the
business.  De-listing  will  mean  that  the  Company can no longer  make  announcements  through  an  Approved
Information Service. However, the Company shall continue to make announcements through its own website.

Espro  is  confident of the strength of the business and look forward to continuing to inform shareholders  and
potential shareholders of our activities through the website.

Strategy following the De-Listing

Assuming the De-Listing, the Directors intend to continue to focus on the
development  of  the  business.  The Directors will continue to keep Shareholders  informed  of  the  Company's
financial and operational performance.

Transactions in the Ordinary Shares Following the De-Listing

Assuming the De-Listing, there will be no market facility for dealing in the
Company's  Ordinary shares; any transaction in shares following the proposed De-listing will be made  privately
between  a  willing  buyer and a willing seller on such terms as they may agree. The  Company  will  assist  in
transfer of shares between shareholders.

Notice of Extra Ordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the Company
will  be  held  at the offices of the Company at Kfar Saba Israel at 3pm local time (1pm London  time,  8am  NY
time)on  4  August  2008  for  the purpose of considering and, if thought fit, passing  the  following  special
resolution. The notice and resolutions will be sent to shareholders on Monday 14 July 2008.

Special Resolution

 1.      Approval of withdrawal of the Company from PLUS Market;
 2.      Adoption of new Articles of Association, which conform to a private company.
Subject  to the adoption of resolution number 1 above by a special resolution, resolution number 2 above  shall
be  proposed  before the General Meeting and shall be deemed adopted if approved by a majority  of  the  voting
shares represented at such meeting in person or by proxy.

The Directors of the Issuer accept responsibility for this announcement.

Contact Details:

Espro Information Technologies Ltd               Tel: + 972 9 7634400
Israel Gal, CEO
Nadav Karni, CFO

Contact Information

  • ESPRO Information Technologies Ltd