Ann: Founding shareholders agree to voluntary escrow, page-2

Mmmmmm
" Founding shareholders agree to voluntary escrow
20 September 2018 – Weebit Nano Ltd (ASX: WBT), the Israel-based semiconductor company developing and
commercialising the next generation of ReRAM (Resistive Random Access Memory) technology, is pleased to
announce that a group of its founding shareholders (including its two largest shareholders, the company’s Chairman
and a non-executive Director) have agreed to a voluntary escrow of a significant portion of their fully paid ordinary
shares.
As announced to the market on 3 August 2018, 576,355,785 fully paid ordinary shares owned by the company’s
founding shareholders at the time of Weebit Nano’s ASX listing in August 2016 were released from an ASX-imposed
escrow period.
A group of Weebit Nano’s founding shareholders (including its two largest shareholders, the company’s Chairman
and a non-executive Director) have voluntarily agreed to implement a further escrow period on a significant portion
of their shares. The voluntary escrow period commences immediately and continues to 31 March 2019. It covers
251,124,438 fully paid ordinary shares owned (17.3% of the current issued capital). Under the Corporations Act the
maximum escrow permitted is 20%.
The voluntary escrow period has been put in place by this group of founding shareholders given their continued
support of Weebit Nano as the company progresses its productisation and commercialisation plans. Weebit Nano’s
Chairman, David Perlmutter, has voluntarily agreed to the further escrow period on all 29,858,321 shares he directly
or indirectly owns.
Each escrowed shareholder has agreed to enter into a new deed for their escrowed shareholding, which prevents
them from dealing in these shares for the escrow period. ‘Dealing’ includes selling, assigning, transferring or
disposing of any interest in the shares, encumbering or granting a security interest over the escrowed shares. Certain
customary exceptions include:
 accepting a takeover bid offer if holders of at least half the shares not held by the escrowed shareholders
have accepted the takeover bid;
 the shares held by the escrowed shareholders being transferred or cancelled as part of a merger by scheme
of arrangement under Part 5.1 of the Corporations Act.
In addition, escrowed shareholders may encumber their shares to a bona fide third party financial institution as
security for a loan, hedge or other financial transaction, provided the encumbrance is not transferred or a disposal or
decrease of economic interests for the shareholder.