MEH Mondial English

RNS Number:9298F
Mondial English Holdings Limited
18 October 2007

                                        
                          Mondial English Holdings Ltd
                          ("Mondial" or "the Company")


EGM re: Restructuring of Share Capital


The Board of Directors of Mondial English Holdings Ltd announces
that shareholders have been invited to attend an Extraordinary General Meeting
of Shareholders ("EGM") on 25 October 2007 to consider, and vote on, the
following resolutions:

1. Share Capital Restructuring

To approve the following restructuring of the share capital of the Company 
("Share Capital Restructuring"):

    a.        To consolidate the share capital of the Company such that each One
              Hundred (100) Ordinary Shares of NIS 0.1 nominal value each shall 
              be consolidated into One (1) Ordinary Share of NIS 10.00 nominal
              value.

    b.        Following the aforesaid consolidation, to decrease the nominal 
              value of each new Ordinary Share from NIS 10.00 to NIS 0.01 
             (the "Par Value Decrease").

    c.        Following the aforesaid consolidation and nominal value decrease, 
              the authorized share capital of the Company shall be NIS 500,000
              divided into 50,000,000 Ordinary Shares.

    d.        Fractional shares resulting from the aforesaid 100:1 consolidation
              shall be rounded up or down to the nearest whole number.

    e.        To the extent required by Israeli Courts or advised by Company's
              counsel or accountants, to record the aggregate amount of the Par 
              Value Decrease in the financial statements, books and records of 
              the Company, as a capital fund that will be considered for all 
              purposes as premium paid on shares and which the Company cannot
              distribute to its shareholders unless such distribution is 
              approved in accordance with applicable law and regulations.

The approval of the shareholders of the above Share Capital Restructuring will
enter into effect only upon and subject to the approval of the aforesaid
restructuring by Israeli Courts.

2. Amendment to the Memorandum and Articles of Association

To approve amendment of the authorized share capital provisions in the
Memorandum of Association and Articles of Association of the Company such that
such provisions will reflect the Share Capital Restructuring.

The approval of the shareholders of the above amendment to the Memorandum and
Articles of Association will enter into effect only upon and subject to the
approval by the shareholders and by Israeli Court of the Share Capital
Restructuring.

The approval of each of the proposed resolutions requires approval by the
majority of votes cast at the EGM. The Board of Directors of the Company
unanimously recommends you vote for approval of all proposed resolutions. The
Board of Directors of the Company has fixed the close of business on Friday
September 28, 2007, as the record date for the determination of the shareholders
entitled to receive notice of, and to vote at, the Extraordinary General Meeting
or any adjournment thereof.

All shareholders of record are hereby cordially invited to attend the EGM in
person. A shareholder who wishes to vote at the EGM but who is unable to
attend may appoint a representative to attend the EGM and vote on such
shareholder's behalf. In order to do so, such shareholder must complete, date
and sign the proxy instrument enclosed, and return it to the offices of the
Company, at 8/3 Molcho Street Jerusalem 92185 Israel; facsimile: 972-2-566 5110,
Attn. John Corre, no later than the time appointed for the EGM.

This notice is provided pursuant to the Articles of Association of the Company
and applicable law.

For further information please contact:

Mondial English Holdings Ltd
John Corre, Chairman
Tel: +972 5446 02253

HB Corporate
Jim McGeever, Director Corporate Finance
Tel: +44 (0)20 7510 8600




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

END
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