DGAP-Adhoc: Metis Capital Ltd.: Put Option for shares in Japan Auto

Metis Capital Ltd. / Agreement

16.04.2008 

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; April 16, 2008 – Metis Capital Ltd. (Prime Standard: EIC;
TASE: MTSC) is announcing that it and Mirage Development Israel Ltd.
signed, on April 15, 2008, an agreement relating to Japan Auto Holdings
Ltd., a subsidiary in which the Company and Mirage Development each hold
50% of the issued and paid up share capital, whereby:

a. The parties will take joint action to convene a meeting of the Board of
Directors of Japan Auto by April 15, 2008, on the agenda of which will
appear the matter of the offering of Japan Auto on the basis of its
financial statements as of December 31, 2007, and the distribution of
dividend in the maximum amount possible, according to the undertakings that
were given to the holders of the Debentures (Series A) of Japan Auto.

b. The parties will support the passing of resolutions and the
implementation thereof, to the extent they pertain to any of them or
require the approval thereof to the extent the resolutions are for the
benefit of the Company and its shareholders, and subject to any law.

c. In the event of the dividend mentioned being distributed and an offering
of share capital, option warrants and debentures of the Company being
offered to the public, the Company will be granted a put option whereby the
Company will be entitled to obligate Mirage Development by the end of a
period of 18 months from the date of the making of the offering to which
the sub-paragraph (a) relates, to purchase from it all the Company’s
holdings in Japan Auto according to a company value of 380 million NIS
provided that from the date of the signature of this agreement until the
date of the exercise of the Option, no shares of Japan Auto will be sold by
the Company which are held by it and/or will be transferred to any third
party whatsoever. Such value of Japan Auto will be adjusted in
circumstances where a distribution of dividend will be made (except for the
dividend to which sub-paragraph (a) above relates) in Japan Auto and/or in
circumstances in which a change in the capital structure of Japan Auto
occurs.

d. On the date of the completion of the Option transaction, Mirage
Development will acquire the balance of the owner’s loan of the Company to
Japan Auto, in the sum that will appear in Japan Auto’s books for the time
being.

e. The monies that will be raised under the offering to the public will be
applied in repaying to the maximum the owner’s loan according to the terms
of the Debentures (Series A) of the Japan Auto, as determined by the
general meeting of the holders of the Debentures of Japan Auto, of December
30, 2007.

Pursuant to the foregoing, the Board of Directors of Japan Auto approved,
on April 15, 2008, the filing of an up-to-date draft prospectus with the
Securities Authority on the basis of financial statements as of December
31, 2007. In addition, the Board of Japan Auto approved the distribution of
dividend to its shareholders in the sum of 16,384,000 NIS, on April 29,
2008, constituting 18.29796% of the issued and paid-up share capital of
Japan Auto.

The Company and Mirage Development undertook to grant Japan Auto, prior to
effecting the actual distribution, promissory notes according to which, to
the extent Japan Auto will need in the future further financial resources
in order to meet its future obligations, they will provide the necessary
monies to Japan Auto immediately upon its demand, up to the amount of the
dividend that has been distributed to them, pro rata, as a loan on the
conditions of the existing owners’ loans. To the extent Japan Auto raises
capital from an offering of its shares by prospectus to the public, the
promissory notes will be cancelled and returned to the Company and Mirage
Development.

The balance of Japan Auto’s profits before the distribution, as defined in
section 302 of the Companies Law, 5759-1999, is the sum of: 56,422,000 NIS.

The balance of Japan Auto’s profits after the distribution, as defined in
section 302 of the Companies Law, 5759-1999, is the sum of 40,038,000 NIS.




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 16.04.2008 
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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
End of News                                     DGAP News-Service
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