ATIA Atia Grp

RNS Number:1863N
Atia Group Limited
04 February 2008

                    Committed Equity Facility with Trafalgar





Pursuant to the Immediate Report dated December 6, 2007, the Company hereby
notifies that it has entered into a Committed Equity Facility (the "Agreement"
or "CEF") with Trafalgar Capital Specialized Investment Fund (hereinafter
"Trafalgar"), pursuant to which Trafalgar undertakes to invest in the Company's
capital an amount of up to NIS 46,685,000 over a period of 3 years (the
"Investment"), in consideration for the allotment of ordinary shares of the
Company, under the following conditions:

1.    Trafalgar shall invest in the Company's capital in
installments, as requested from time to time by the Company (hereinafter: the
"Request").

2.    In consideration for any amount invested by Trafalgar, the
Company shall allot Trafalgar ordinary shares of the Company, at a price per
share equal to 94% of the average price of the share on the Tel-Aviv Stock
Exchange during the 5 days following the day on which the Request is made by the
Company.

3.    Unless otherwise agreed upon with Trafalgar, every amount
Trafalgar shall invest will be limited so that in every given calendar week, the
accumulated Investment shall not exceed the lower of: (a) an amount granting
Trafalgar the allotment of Company shares equal to 15% of the trading volume on
the Tel-Aviv Stock Exchange during the sequential 5 days preceding the Company's
Request; (b) an amount granting Trafalgar an allotment of Company shares equal
to 2.99% of the total outstanding share capital of the Company.

4.    In consideration for its commitment to invest in the Company's
capital according to the CEF, Trafalgar shall be allotted shares of the Company
equal to US $1,500,000, which shall be allotted over a period of 10 months,
according to the market price of the share known on the day of the Agreement.

5.    The Company undertakes to obtain all necessary approvals
required by law for carrying out the allotment, including the approvals
necessary for registering the allotted shares for trading.

6.    Trafalgar shall be entitled to a commission of 4% of any
Investment amount, which shall be deducted from the Investment amount
transferred to the Company in accordance with the Agreement.

7.    A condition to the execution of every Investment made by
Trafalgar is the publication by the Company of a shelf prospectus allowing
Trafalgar to sell on the stock market shares issued to it by the Company
pursuant to the Agreement. The Company intends to publish a shelf prospectus
based on its financial statements for December 31, 2007. Trafalgar has entered
into an Agreement with Emvelco Corp. ("Emvelco"), one of the Company's
controlling shareholders, pursuant to which in the event the Company will not
publish a shelf prospectus, Emvelco will sell to Trafalgar freely tradable
shares in the same quantity as the shares issued to Trafalgar by the Company, in
return for the shares issued to Trafalgar by the Company, which shall pass to
the ownership of Emvelco.

8.    Without derogating from the above, the parties agree that in
the event the Company publishes the abovementioned shelf prospectus no later
than June 30, 2008, Trafalgar shall be entitled to a discount rate of 5%
(instead of 6%) of the price per share (as described in paragraph 2 above), and
the commission Trafalgar shall be entitled to (as described in paragraph 6
above) shall be 3% (instead of 4%).

9.    Trafalgar undertakes not to make short sales of the Company's shares.

Simultaneously with the execution of the CEF as aforementioned, the Company has
entered into a loan agreement with Trafalgar, pursuant to which Trafalgar shall
lend the Company a sum of US $500,000 bearing interest of 8.5% per annum, which
shall be repaid in installments by way of share allotments based on the
mechanism set forth in the CEF until April 30, 2009. Alternatively, the loan may
be repaid in installments starting July 2008 and ending on April 2009. Trafalgar
shall be entitled to a commission at the rate of 10% of any amount of the loan
that shall be repaid in cash. The Company shall be entitled to repay a part of
the loan in cash and the other part in shares under the CEF.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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