DGAP-Adhoc: Metis Capital Ltd.: Metis Capital Ltd.: Negotiations to sell holdings in Japanauto and G.T. Spare Parts Trading


Metis Capital Ltd. / Agreement

28.08.2008 

Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Tel Aviv/ Israel – August 28, 2008 – Metis Capital Ltd. (Prime Standard:
EIC; TASE: MTSC) hereby announces that it has signed a document of
understanding between it and Granite Hacarmel Investments Ltd. ('Granite'),
pursuant to which the parties agree to conduct negotiations with a view to
reaching an agreement, according to which Granite would acquire from the
Company its holdings in the shares of Japanauto Holdings Ltd. ('Japanauto
Holdings') and  G.T. Spare Parts Trading Ltd. ('G. T.') (which are held by
the Company at a rate of 50% each), in return for the amount of 230 million
NIS and for full repayment of the loans from shareholders, which the
Company has made available to Japanauto Holdings (whose balance as of
30.6.08 stands at a total of about 55 million NIS), and all by 30.9.08. The
consideration, as well as the entry into an engagement by the above
agreement, shall be subject to the results of the due diligence
examinations that shall be performed by Granite and also in accordance with
the final terms of the agreement and to the approval of the parties' boards
of directors. Should said due diligence examinations not be completed
and/or if a detailed agreement should not be signed by 30.9.08, the times
shall be extended till 31.10.08. Should such detailed agreement not be
signed up until the dates mentioned above, neither of the parties shall
raise any grievances towards each other. The Company warranted that during
the interim period it would not conduct negotiations with any third party
for the purpose of selling the shares of Japanauto Holdings and G. T. held
by it, all or some of those, concerning any investment in their capital or
with a view to a merger.

The transaction shall be subject to the right of first refusal and the
right conferred upon Mirage Israel Development Ltd. to join the transaction
pursuant to the shareholders' agreement entered into between the Company
and Mirage Israel Development Ltd.


For further information, please contact:

Metis Capital Ltd.
Yaakov Dovrat, CFO
Phone:  +972-3-537 3000
E-mail:  investor@metis-capital.com

Kirchhoff Consult AG
Janina Wismar
Phone:  +49-40-609 186-50
E-mail:  janina.wismar@kirchhoff.de



Contact:
Metis Capital Ltd.
Yaakov Dovrat, CFO
Phone:  +972-3-537 3000
E-mail:  yaakov@metis-capital.com

Janina Wismar
Investor Relations
Phone: +49-40-60918650
E-mail: janina.wismar@kirchhoff.de


DGAP 28.08.2008 
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Language:     English
Issuer:       Metis Capital Ltd.
              30 Hamasger Street
              61090 Tel-Aviv
              Israel
Phone:        +972 (03) 537-3000
Fax:          +972 (03) 537-4000
E-mail:       investor@metis-capital.com
Internet:     www.metis-capital.com
ISIN:         IL0003570129
WKN:          936734
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Stuttgart, München, Hamburg, Düsseldorf
End of News                                     DGAP News-Service
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