METAL-TECH LIMITED 
By 25 October 2012
Metal-Tech Ltd.("Metal-Tech" or "the Company")
Tender Offer declared unconditional in all respects
Metal-Tech, the producer and recycler of specialty metals
such as tungsten and molybdenum, provides the following
update to the announcement of 5 October, 2012.
On 3 September, 2012 Metal-Tech announced that Hillah
Consultants Ltd. Inc. ("Hillah Consultants") had commenced a
Cash Tender Offer to acquire all of the Company's issued
and outstanding share capital not alread y held by Hillah
Consultants and its sole shareholder, Mr. Ariel Rosenberg
(excluding certain ordinary shares to be purchased by Mr.
Rosenberg from a shareholder of the Company following
consummation of the Tender Offer or alternatively following
the adoption by the Company's shareholders of a resolution
for the cancellation of the admission of the Company's
shares from trading on AIM), totalling 4,148,045 ordinary
shares of the Company and representing approximately 10.8
percent of the issued and outstanding share capital of the
Company (disregarding
99,405 ordinary shares that were issued following the 3
September 2012 announcement as a result of the exercise of
options).
The Company today announces that the Tender Offer has been
completed and is declared unconditional in all respects, such
that Hillah Consultants will acquire the entire number of
shares subject to the Tender Offer, including shares owned b
y non-tendering shareholders, and the Company will become a
privately held Company, wholly- owned by Hillah Consultants
and Mr. Rosenberg (following the acquisition by Mr. Rosenberg
from a shareholder of the Company of ordinary shares as noted
above). Offerees who have not arranged for the submission of
applicable tax declarations (in the form attached to the DI
Form or the Tender Form previously sent to all shareholders
as Exhibit A) b y the applicable beneficial owners of the
relevant shares to Capita Registrars, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, should do so by no
later than 4:00 pm on 1 November 2012. The
consideration payable to the Offerees whose tax declaration
is not submitted as specified above will be subject to
withholding of tax at source according to the maximum rates
prescribed b y the Israeli Income Tax Ordinance (New Version)
1961 and the rules and regulations promulgated thereunder.
The consideration payable to the Offerees whose tax
declarations have been submitted previously or will be
submitted as specified above may be subject to withholding of
tax at source, in accordance with the Israeli Income Tax
Ordinance (New Version) 1961 and the rules and regulations
promulgated thereunder, as set forth in the Tender Offer
document previously sent to all shareholders.
Peter Syme
Oren Kind
+44 20 7618 9100
+972 542491013
Harry Chathli, Alexis Gore
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