Result of EGM and other matters
Ethernity Networks Limited announced that all resolutions were passed at its Extraordinary General Meeting, leading to the reclassification of existing ordinary shares into new ordinary shares of no par value, effective December 5, 2025, with the total number of shares remaining 5,747,790,934. Following this, a convertible loan note of £182,500 will convert, resulting in the issuance of 4,284,037,559 new ordinary shares at a conversion price of £0.0000426. Admission of these conversion shares to AIM is expected around December 5, 2025, increasing the company's enlarged issued share capital to 10,031,828,493 new ordinary shares.
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Ethernity Networks Limited (AIM: ENET.L) (OTCMKTS: ENETF), a leading supplier of data processing semiconductor technology for networking appliances and PON, is pleased to confirm that at the Company's Extraordinary General Meeting ("EGM"), held earlier today, all resolutions put to shareholders were duly passed on a poll. The voting results are set out in Appendix A at the end of this announcement.
Reclassification of Ordinary Shares
Following the passing of the resolutions at the EGM, each existing ordinary share of NIS 0.001 each ("Existing Ordinary Shares") will be reclassified into one ordinary share of no par value each ("New Ordinary Shares") with effect from 5 December 2025 (the "Reclassification").
On completion of the Reclassification, the Company's shares will continue to trade on AIM under the existing depository interest under the current ISIN IL0011410359 and existing ticker "ENET". The New Ordinary Shares will, in all material respects, have the same rights (including rights as to voting, dividends and return of capital) as the Existing Ordinary Shares, save for their nominal value and there will be the same number of New Ordinary Shares as Existing Ordinary Shares, being 5,747,790,934. Existing share certificates should be retained and will remain valid following the Reclassification.
Conversion of CLN
As announced by the Company on 6 November 2025, Ethernity conditionally raised £182,500 by the issue of a convertible loan note ("CLN"). On completion of the Reclassification, the CLN will automatically convert resulting in the Company issuing 4,284,037,559 New Ordinary Shares ("CLN Conversion Shares") at a conversion price of £0.0000426 (0.00426p).
Admission
Application will be made for the admission of the 4,284,037,559 CLN Conversion Shares to trading on AIM ("Admission"). Admission is expected to occur at 8.00 a.m. on or around 5 December 2025.
Total Voting Rights
Following Admission, the Company's enlarged issued share capital will comprise 10,031,828,493 New Ordinary Shares. The Company holds no shares in treasury. This figure may be used by shareholders for the purposes of the FCA's Disclosure Guidance and Transparency Rules.
Appendix A
All resolutions and voting undertaken and counted in terms of Israel Companies Law
| Resolution | Outcome | Votes For | Votes Against | % For | % Against | Votes Withheld |
|---|---|---|---|---|---|---|
| 1. Approval of Elimination of the Nominal Value of the Company's Ordinary Shares and Related Amendments to the Articles of Association | Passed | 290,774,699 | 54,488,058 | 84.22% | 15.78% | 35,300,000 |
| 2. Increasing the Authorised Share Capital of the Company | Passed | 295,338,262 | 85,224,495 | 77.61% | 22.39% | - |
| 3. Disapplication of Pre-emption Rights on Equity issues for Cash | Passed | 290,764,061 | 89,798,696 | 76.40% | 23.60% | - |
The approval of Resolution 3 requires the affirmative vote of three fourths of the Ordinary Shares.
It achieved the required majority to be approved.
Total votes cast were 380,562,757 representing 6.62% of the Company's total issued share capital.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.