GLT Gilat

    RNS Number : 9673V
  Gilat Satcom Limited
  04 June 2008
   




    NOTICE REGARDING TENDER OFFER BY SATCOM SYSTEMS LTD. 

    Gilat Satcom Ltd. ("Gilat"), the international broadband services company quoted on AIM (GLT), announced today that it has received
notice from its parent company, Satcom Systems Ltd. ("Satcom") that in connection with Satcom's offer to acquire all of the issued shares of
Gilat (other than those which are already held by Satcom) Satcom has today sent the following letter to the shareholders of Gilat:


    SATCOM SYSTEMS LTD. 
    (incorporated and registered in the State of Israel under the Israeli Companies Ordinance (New Version 5743-1983) with registered number
520041674)


    4 June 2008

    To shareholders of Gilat Satcom Ltd. (the "Company")

    RE:    Cash offer for all of the share capital of Gilat Satcom Ltd. (other than that which is already 
          held by the Offeror)

    Dear Shareholder:

    We write further to our letter to you dated 6 May 2008 (the "Letter"), pursuant to which we offered to acquire all of the shares of the
Company other than those shares already held by us (the "Offer"). Unless the context otherwise requires, definitions used in the Letter
shall apply herein.

    The Offer was declared unconditional in all respects on 2 June 2008 and we are now in the process of acquiring, at the Offer price, all
of the Company Shares other than those already held by us.  Company Shareholders are reminded that, under Israeli law, the Offeror is
required to make withholding tax deductions of 20 per cent., with respect to individuals and 25 per cent., with respect to companies, from
the consideration due under the Offer, unless it has received a fully completed Declaration - Israeli Resident, Declaration - Non Israeli
Resident (the "Tax Declarations") or a certificate from the Israeli Income Tax Authorities (the "ITA Certificate"), as more fully described
at paragraph 11 of the Letter.

    Accordingly, Offeror will deduct the appropriate rate of withholding tax from the consideration due to Tendering Shareholders and
Non-Tendering Shareholders that did not provide fully completed Tax Declarations or ITA Certificates in accordance with the terms of the
Letter.  

    Notwithstanding the above and the terms of the Letter, Offeror hereby notifies all Company Shareholders that did not provide fully
completed Tax Declarations or ITA Certificates in accordance with the terms of the Letter, that, subject to any requirements of the Israeli
Income Tax Authorities to the contrary, it will reimburse any withholding tax deducted from the consideration due to such Company
Shareholders under the Offer if they deliver a fully completed Tax Declaration or ITA Certificate to Computershare Investor Services PLC,
Corporate Action Projects, Bristol, BS99 6AH by no later than 5.00pm (London time) on 30 June 2008.  Note that Offeror will deliver to the
Israeli Income Tax Authorities on the appropriate date all amounts of withholding tax deducted from consideration due to Company
Shareholders under the Offer, unless such Company Shareholders have delivered to Computershare duly completed Tax Declarations or ITA
Certificates in the manner described above.

    Offeror shall dispatch the portion of withholding tax deducted from the consideration due under the Offer to Company Shareholders that
have delivered a fully completed Tax Declaration or ITA Certificate in the manner described above, to the address set out on such
shareholders' Tax Declaration or as otherwise notified in writing by such shareholder, by no later than 15 July 2008. All payments will be
made in pound sterling by cheque drawn on a branch of a UK clearing bank.

    If you require additional copies of the Letter or the Tax Declarations appended thereto please contact Computershare by telephone on
0870 707 1013 (or, from outside the United Kingdom, +44 870 707 1013). Telephone lines are open Monday to Friday (excluding UK public
holidays) 9.00 a.m. to 5.00 p.m. (London time).
    .

    Yours faithfully,
    

_________________
    Chairman Satcom Systems Ltd. 


    CONTACTS

    Gilat Satcom Ltd.:                                     +972 3 925 5015
    Liat Helman, CFO

    Seymour Pierce:                                       +44 20 7107 8000
    Stuart Lane or John Depasquale

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