Full Press Release Details
Cellect Biotechnology Ltd.
| To: | To: |
| Israel Securities Authority ( ISA ) | Tel-Aviv Stock Exchange Ltd. ( TASE ) |
| Via Magna | Via Magna |
| www.isa.co.il | www.tase.co.il |
In accordance with the decision of the Company's
Board of Directors from August 10, 2016, the Company wishes to hereby submit an immediate report regarding the convening of a special
general meeting of Company shareholders, in accordance with the Securities Regulations (Periodic and Immediate Reports) 5730-1970
and in accordance with the provisions of the Companies Law.
This summons refers to holders of shares listed
on the Tel-Aviv Stock Exchange Ltd., and holders of American Depository Shares listed in the Nasdaq Capital Market in the US (Hereinafter
jointly: "Shareholders").
The special general meeting of
Company shareholders whose agenda includes the topics specified in Section 2 below will convene on September 18, 2016, at 16:00
in the offices of the Company's attorney - Doron, Tikotzky, Kantor, Gutman, Cederboum
& Co., on 12 Aba Hillel Street, Ramat Gan. The deferred meeting, if required, will take place on September 25, 2016
at the same venue and time.
the Company announced the registration and sale of American Depository Shares (Hereinafter "ADSs") as well
as negotiable warrants, for the acquisition of ADSs (Hereinafter "Negotiable Warrants"), and negotiable
warrants for underwriters, for the acquisition of ADSs (Hereinafter: "Negotiable Warrants for
Underwriters"), to be listed on Nasdaq Capital Market in the United States. The Negotiable Warrants and Negotiable
Warrants for underwriters will hereinafter jointly be called "Negotiable Warrants in the US".
In light of said listing, the Company
intends to transition from the reporting format in accordance with Chapter F of the Securities Law 5728-1968 (the "Securities
Law") to the reporting format in accordance with the American Securities Laws in accordance with and subject to the provisions
set forth in Section 35(32) of the Securities Law.
With the transition to the reporting
format in accordance with Chapter E3 of the Securities Law, i.e. reporting in compliance with the American Securities Laws, the
Company will issue its reports to be published by the SEC in the U.S. in a parallel manner in Magna.
It is hereby clarified that the
decision to transition the Company from the reporting format in accordance with the Securities Law to the reporting format in accordance
with the American Securities Laws is subject to approval of the meeting of Shareholders and ADSs of the Company as well as approval
of the meeting of holders of negotiable warrants of the Company, as applicable (Hereinafter jointly: "Holders of the Company's
Securities"), all largely as specified in Section 5 below. Without derogating from the approval specified in this section
above, said decision is also subject to approval of the Securities Authority. If the required majority is not obtained among the
Holders of the Company's Securities, or if no approval is obtained from the Securities Authority, the Company will continue to
report in the reporting format in accordance with Chapter E3 of the Securities Law in addition to the reporting format in accordance
with the American Securities Laws.
For more information, see the Company's immediate report dated July 31, 2016 [Reference: 2016-01-093196]
It should be noted that as long
as the Company has valid directors and senior officers' insurance, it will include all directors and/or senior officers who left
the Company up to the end of 7 years from the date of their departure and subject to the terms of the policy not being significantly
worse than the terms of the insurance policy that had been in place in the Company prior to their departure. If the Company will
cease engagement in the future in the insurance policy to cover directors and senior officers' liability or if the terms of the
policy that are renewed following their departure are worse than those that were in place prior to their departure, the Company
undertakes to acquire for the directors and senior officers run-off insurance for the balance of the period of up to 7 years from
the date of the departure of the Director and/or senior officer, under terms that are not less than those in the policy that had
been in place in the Company on the eve of their departure, and whose overall cost does not exceed twice the ceiling of the annual
premium for directors and senior officers insurance.
The quorum in a general meeting
involves the presence of at least two (2) Shareholders who hold at least one-third of the voting rights (including by way of proxy
or proxy statement), within half an hour of the date set to open the meeting. If after half an hour from the scheduled start of
the meeting there is no quorum, the meeting will be postponed by one week, to the same day, at the same time and at the same venue
set forth for the original meeting, or a later date if specified in the notice about the meeting, or to another date, time and
venue as to be set forth by the Board of Directors in the notice to the Shareholders. If within half an hour of the scheduled start
of the postponed general meeting, there is no quorum as specified above, the meeting will take place with any number of participants
The date of record for establishing
eligibility of Company shareholders to vote in the general meeting is August 18, 2016 (the "Date of Record").
Any Company Shareholder on the Date of Record, whether they are listed under its name or whether they are holding then by way of
a member of the TASE, is eligible to participate in said meeting either in person or by way of proxy to vote, pursuant to having
issued to the Company, prior to the meeting original confirmation regarding Company shares on the Date of Record (that must be
obtained from said member of the TASE). A document appointing a proxy ("Letter of Appointment") as well as the
original power of attorney by which the Letter of Appointment was signed (if any) must be deposited with the offices of the Company's
attorney, on 12 Derech Aba Hillel, Ramat Gan, up to 48 hours prior to the date of the meeting.
Written Vote and sending
A version of the proxy statement
can be found on the Israel Securities Authority distribution site at www.magna.isa.gov.il and on the Tel-Aviv Stock Exchange
Ltd. website: www.tase.co.il. Shareholders can also contact the Company directly to obtain the proxy statement. Holders
of the ADSs may contact The Bank of New York Mellon to obtain the proxy statement. A member of the TASE will send free of charge,
via email, links to the proxy statement, if any, to any Shareholder who is not registered in the Security Holders Registry of
the Company and whose shares registered with said TASE member, if the Shareholder informed the TASE member of its wishes to do
so, and pursuant to said notice having been granted with regards to a certain securities account and on a date preceding the date
Shareholders who are registered
with a TASE member are entitled to receive confirmation of ownership from the TASE member through whom the shares are being held,
in the branch of the TASE member or by mail to its address for a shipping fee only, if it so requests, and that the request with
regards to this matter is given in advance to the certain security account. The owner will specify the method of voting on the
proxy statement and will submit it to the Company or will send it by registered mail, with the confirmation reaching the offices
of the Company lawyers on 12 Derech Aba Hillel, Ramat Gan no later than 48 hours prior to the scheduled date of the meeting. One
or more shareholders who are holding on the Date of Record shares at a percentage that constitutes five percent or more of the
total voting rights, and any party holding said percentage of total voting rights that are not held by a controlling interest in
the Company, as defined in Section 268 of the Companies Law, is entitled to review proxy statements as specified in Regulation
10 of the Company Regulations (Written Vote and Notice of Position) 5765-2005.
The deadline for issuing the
notice of position is up to 10 days prior to the scheduled date of the meeting, i.e. September 8, 2016, and the deadline for
issuing the response of the directors to the notices of position is up to 5 days before scheduled date of the meeting, i.e.
Shareholders who have registered
to their credit with a TASE member one share and said share is included among the shares listed in the Company's shareholder registry
for listings ("Unregistered Shareholders") can vote by way of proxy statement to be sent to the Company in the
electronic voting system ("Electronic Vote"), in accordance with and subject to the terms set forth in the
voting regulations. In accordance with and subject to the terms set forth in the voting regulations and the provisions of the Securities
Authority in this matter, electronic voting will be allowed up to six hours prior to the scheduled date of the meeting ("System
Lock Date"). It is hereby clarified that in accordance with the specified in the
voting regulations, the electronic vote can be changed or cancelled until the System Lock Date, after which it cannot be changed
through the system. It should be noted that in accordance with Section 83(d) of the Companies Law, if the shareholder voted in
more than one manner, the last method of voting will be counted, where for this purpose, the vote of the shareholder itself or
by way of proxy the later of the votes will be counted through the electronic voting system.
It is possible that following publication
of this invitation to a special general meeting, the Shareholder will request to include a topic on the agenda of the special general
meeting in accordance with the provisions of Section 66(b) of the Companies Law. In said case, the latest agenda of the special
general meeting can be reviewed in the Company reports on the ISA distribution site or on the TASE website. The deadline for submitting
a request by Shareholders to include a topic on the agenda of the special general meeting as specified is up to three days after
the date of invitation to the meeting, i.e. August 15, 2016.
Documents pertaining to this report