TEL AVIV, ISRAEL / ACCESSWIRE / December 15, 2020 / This press release is being disseminated in connection with the filing of an early warning report by Ms. Hamutal Yitzhak (the "Filer"), Chief Executive Officer and a director of Else Nutrition Holdings Inc. (the "Issuer"), in respect of her decreased holdings of the outstanding common shares (each, a "Share") in the capital of the Issuer by more than 2%. This report is an update to a previously filed early warning report dated June 15, 2020 (the "Prior Report").
Effective December 14, 2020, the Filer ceased to exercise voting control or direction (the "Deemed Disposition") over an aggregate of 599,995 Shares, pursuant to the voting support agreements more particularly described in the Prior Report. The Deemed Disposition represented a decrease of less than 2% of the 94,567,672 Shares currently outstanding. However, when taken together with the additional number of Shares issued by the Issuer from treasury since the date of the Prior Report, resulting in general dilution to shareholders, the Filer's holdings in the Share class decreased from approximately 19.63%, as of the Prior Report, to approximately 16.20% of the current outstanding Shares. This represents an overall decrease of approximately 3.63%, on a partially-diluted basis, since the Prior Report, assuming the exercise of 292,361 stock options to acquire Shares (each, an "Option") which are beneficially held by the Filer and exercisable today or within 60 days.
Immediately prior to the Deemed Disposition, the Filer held beneficial ownership, direction or control over an aggregate of 15,630,002 Shares and 575,000 Options, representing approximately 16.53%, on a non- diluted basis, and approximately 16.84%, on a partially-diluted basis, of the current outstanding Shares, assuming the deemed exercise of 292,361 Options.
Immediately after the Deemed Disposition, the Filer held or is deemed to hold beneficial ownership, direction or control over, an aggregate of 15,030,007 Shares and 575,000 Options, representing approximately 15.89%, on a non-diluted basis, and approximately 16.20%, on a partially-diluted basis, of the current outstanding Shares, assuming the deemed exercise of 292,361 Options. The holdings include the 75,000 Options granted to the Filer on July 20, 2020, as more particularly described in the Issuer's press release dated July 24, 2020.
The Shares are held by the Filer for investment purposes. While the Filer currently has no plans or intentions with respect to the Issuer's Shares, depending on market conditions, general economic and industry conditions, trading prices of the Issuer's Shares, the Issuer's business, financial condition and prospects and/or other relevant factors, the Filer may develop such plans or intentions in the future and, at such time, may from time to time acquire additional Shares, dispose of some or all of the existing or additional Shares or may continue to hold the Shares of the Issuer.
This press release is issued pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bids and Insider Reporting Issues of the Canadian Securities Administrators, which also required an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report in respect of the foregoing matters will be available on Issuer's profile on SEDAR at www.sedar.com.
The head office of the Issuer is located at 4 Raul Wallenberg St., Tel Aviv, Israel, 6971904. FOR MORE INFORMATION:
For further information or to receive a copy of the early warning report, please contact Ms. Yitzhak, Chief Executive Officer and director of the Issuer, at [email protected] or +972(0)52-447-9931 or
Oziel Law at (416) 900-0882 x 307 (Attn: Andy Andrei) or refer to the System for Electronic Document Analysis and Review (www.sedar.com) under the Issuer's profile.
SOURCE: Ms. Hamutal Yitzhak