UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. ___)*
Gilat
Satellite Networks Ltd.
-------------------------------------
(Name
of
Issuer)
Ordinary
Shares, NIS 0.20 par value per share
----------------------------------------------------------
(Title
of
Class of Securities)
M51474-10-0
-------------------
(CUSIP
Number)
Adam
J.
Semler
JGD
Management Corp.
390
Park
Avenue
New
York,
New York 10022
Telephone:
(212) 300-1300
With
copies to:
Richard
P. Swanson, Esq.
Arnold
& Porter LLP
399
Park
Avenue
New
York,
New York 10022
-----------------------------------------------------
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July
18,
2005
-----------------------------------------------------
(Date
of
Event Which Requires Filing of this Statement}
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the
following box o.
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
M51474-10-0 13D
|
|
|
|
|
1)
NAMES OF REPORTING PERSONS
|
JGD
Management Corp.
|
|
IRS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
| |
(a) [ ]
|
| |
(b) [X]
|
|
3)
SEC USE ONLY
|
|
|
|
|
|
|
|
4)
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
AF
|
|
|
|
|
|
5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) OR 2(e)
|
|
|
|
|
[ ]
|
|
|
|
|
|
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
|
|
|
|
NUMBER
OF
|
7)
SOLE VOTING POWER
|
12,689,094
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8)
SHARED VOTING POWER
|
-0-
|
|
OWNED
BY
|
|
|
|
EACH
|
9)
SOLE DISPOSITIVE POWER
|
10,387,475
|
|
REPORTING
|
|
|
|
PERSON
WITH
|
10)
SHARED DISPOSITIVE POWER
|
-0-
|
|
|
|
|
|
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
12,689,094
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|
|
|
|
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|
|
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12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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|
|
[
]
|
|
|
|
|
|
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Approximately
39.9%
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|
|
|
|
|
|
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14)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
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| |
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CUSIP
No.
M51474-10-0 13D
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|
|
|
1)
NAMES OF REPORTING PERSONS
|
York
Capital Management, L.P.
|
|
IRS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
| |
(a) [ ]
|
| |
(b) [X]
|
|
|
|
|
|
3)
SEC USE ONLY
|
|
|
|
|
|
|
|
4)
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
WC
|
|
|
|
|
|
5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
[ ]
|
|
|
|
|
|
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
|
|
|
|
NUMBER
OF
|
7)
SOLE VOTING POWER
|
1,874,395
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8)
SHARED VOTING POWER
|
-0-
|
|
OWNED
BY
|
|
|
|
EACH
|
9)
SOLE DISPOSITIVE POWER
|
1,534,407
|
|
REPORTING
|
|
|
|
PERSON
WITH
|
10)
SHARED DISPOSITIVE POWER
|
-0-
|
|
|
|
|
|
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
1,874,395
|
|
|
|
|
|
|
|
|
|
12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
[
]
|
|
|
|
|
|
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Approximately
7.9%
|
|
|
|
|
|
|
|
14)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
|
|
|
|
| |
|
|
CUSIP
No.
M51474-10-0 13D
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|
|
|
|
1)
NAMES OF REPORTING PERSONS
|
York
Investment Limited
|
|
IRS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
| |
(a) [ ]
|
| |
(b) [X]
|
|
|
|
|
|
3)
SEC USE ONLY
|
|
|
|
|
|
|
|
4)
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
WC
|
|
|
|
|
|
5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
[ ]
|
|
|
|
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|
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Commonwealth
of the Bahamas
|
|
|
|
|
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NUMBER
OF
|
7)
SOLE VOTING POWER
|
7,858,709
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8)
SHARED VOTING POWER
|
-0-
|
|
OWNED
BY
|
|
|
|
EACH
|
9)
SOLE DISPOSITIVE POWER
|
6,433,252
|
|
REPORTING
|
|
|
|
PERSON
WITH
|
10)
SHARED DISPOSITIVE POWER
|
-0-
|
|
|
|
|
|
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
7,858,709
|
|
|
|
|
|
|
|
|
|
12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
[
]
|
|
|
|
|
|
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Approximately
27.8%
|
|
|
|
|
|
|
|
14)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
|
|
|
|
CUSIP
No.
M51474-10-0 13D
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1)
NAMES OF REPORTING PERSONS
|
York
Credit Opportunities Fund, L.P.
|
|
IRS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
| |
(a) [
]
|
| |
(b) [X]
|
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3)
SEC USE ONLY
|
|
|
|
|
|
|
|
4)
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
WC
|
|
|
|
|
|
5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
[ ]
|
|
|
|
|
|
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
|
|
|
|
NUMBER
OF
|
7)
SOLE VOTING POWER
|
2,955,990
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8)
SHARED VOTING POWER
|
-0-
|
|
OWNED
BY
|
|
|
|
EACH
|
9)
SOLE DISPOSITIVE POWER
|
2,419,816
|
|
REPORTING
|
|
|
|
PERSON
WITH
|
10)
SHARED DISPOSITIVE POWER
|
-0-
|
|
|
|
|
|
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
2,955,990
|
|
|
|
|
|
|
|
|
|
12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
[ ]
|
|
|
|
|
|
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Approximately
12.0%
|
|
|
|
|
|
|
|
14)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
| |
|
|
Item
1. Security
and Issuer
This
statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par
value NIS 0.20 per share (the “Shares”), of Gilat Satellite Networks Ltd. (the
“Company”).
The
principal executive offices of the Company are located at 21 Yegia Kapayim
Street, Petach-Tikva, Israel.
Item
2. Identity
and Background
(a) This
Statement is filed jointly by the following persons (hereinafter sometimes
collectively referred to as the “Reporting Persons”) pursuant to an Agreement of
Joint Filing attached hereto as Exhibit
1:
(i) JGD
Management Corp.
(“JGD”), a Delaware corporation, d/b/a York Capital Management, an
affiliate of Dinan Management, L.L.C. (“Dinan Management”), a New York limited
liability company, York Offshore Holdings, Limited ("York Offshore Limited"),
a
corporation of the Commonwealth of the Bahamas, and York Credit Opportunities
Domestic Holdings, LLC (“York Credit Opportunities Domestic Holdings”), a New
York limited liability company.
(ii) York
Capital Management,
L.P. ("York Capital"), a Delaware limited partnership.
(iii) York
Investment Limited
("York Investment"), a corporation of the Commonwealth of The
Bahamas.
(iv) York
Credit Opportunities
Fund, L.P. ("York Credit Opportunities"), a Delaware limited
partnership.
The
sole
shareholder of JGD is James G. Dinan.
Dinan
Management is the General Partner of York Capital. James G. Dinan and Daniel
A.
Schwartz are the controlling member of Dinan Management.
York
Offshore Limited is the investment manager of York Investment. The controlling
principal of York Offshore Limited is James G. Dinan. Daniel A. Schwartz is
a
director of York Offshore Limited.
York
Credit Opportunities Domestic Holdings, is the General Partner of York Credit
Opportunities. James G. Dinan and Daniel A. Schwartz are the controlling members
of York Credit Opportunities Domestic Holdings.
The
name
of each director and each executive officer of York Capital
Management, York Investment and York Offshore Limited is set forth in
Exhibits
2,
3
and
4,
respectively, attached hereto, which are incorporated herein by
reference.
(b) The
principal business address of each of JGD, York Capital, York Investment, York
Credit Opportunities, Dinan Management, York Offshore Limited, York Credit
Opportunities Domestic Holdings, James G. Dinan and Daniel A. Schwartz
is:
c/o
York
Capital Management
390
Park
Avenue
New
York,
New York 10022
The
business address of each other person named in Item 2(a) above is set forth
on
Exhibits
2,
3
and
4
attached
hereto, which are incorporated herein by reference.
(c) JGD
and
its affiliates are investment managers of certain funds and accounts for which
they have discretionary investment authority.
Each
of
York Capital and York Credit Opportunities is a privately owned investment
limited partnership in the principal business of purchasing for investment
trading purposes securities and other financial instruments.
York
Investment is a privately owned investment company in the principal business
of
purchasing for investment trading purposes securities and other financial
instruments.
Dinan
Management is a privately owned limited liability company in the principal
business of acting as the General Partner of York Capital and another privately
owned limited partnership.
York
Offshore Limited is a privately owned company in the principal business of
acting as the investment manager of York Investment.
York
Credit Opportunities Domestic Holdings is a privately owned limited liability
company in the principal business of acting as the General Partner of York
Credit Opportunities.
The
present principal occupation or employment of each other person named in Item
2(a) above is set forth on Exhibits
2,
3
and
4
attached
hereto, which are incorporated herein by reference.
(d)-(e) Neither
any of the Reporting Persons nor, to the knowledge of the Reporting Persons,
any
other person named in Item 2(a) above has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The
citizenship of each natural person named in Item 2(a) above is set forth on
Exhibits
2,
3
and
4
attached
hereto, which is incorporated by reference herein.
Item
3. Source
and Amount of Funds or Other Consideration
York
Capital Management, for and on behalf of accounts managed by it, and Bank
Hapoalim B.M. (the “Bank”) entered into a Loan Assignment Agreement dated June
23, 2005 (as amended on July 18, 2005, the “Assignment Agreement”), and on July
18, 2005, the Reporting Persons consummated the transactions contemplated by
the
Assignment Agreement by paying an aggregate purchase price of $57,972,652 to
the
Bank to acquire all of the Bank’s rights and obligations under the Facility
Agreement, as amended, between the Bank and the Company (the “Facility
Agreement”). The outstanding balance on the assigned Facility Agreement (the
“Loan”) due by the Company to the Bank was $70,400,000 as of
July 18, 2005, and such outstanding balance of the Loan was allocated
among the Reporting Persons as follows: (i) $10,399,283 of the outstanding
balance of the Loan was allocated to York Capital; (ii) $43,600,672
of the
outstanding balance of the Loan was allocated to York Investment; and (iii)
$16,400,045 of the outstanding balance of the Loan was allocated to York Credit
Opportunities.
Pursuant
to an Amendment dated April 4, 2004 (the “Loan Amendment”) to the Facility
Agreement between the Company and the Bank, which Loan Amendment was assigned
to
the Reporting Persons pursuant to the Assignment Agreement, each of York
Capital, York Investment and York Credit Opportunities has the right to instruct
the Company to issue to it or to a third party a warrant or warrants for the
purchase of Shares (each, a “Warrant”), and the maximum exercise amount that may
be paid under all the Warrants issued to any such Reporting Person shall equal
the then outstanding balance of the portion of the Loan allocated to such
Reporting Person.
The
exercise price per Share for a Warrant shall equal the average closing sale
price of a Share, as published by NASDAQ over the thirty consecutive trading
days immediately preceding the day of the notice of exercise by the holder
of
such Warrant, plus 1%; provided,
however,
in no
event shall the exercise price per Share be less than $7.50 or more than (i)
if
exercised between July 1, 2005 and June 30, 2006, $30.00; and (ii) if
exercised between July 1, 2006 and June 30, 2007, $40.00. Moreover, in the
event
that the Company completes a private placement investment by a third party
for
an amount that exceeds $20 million, at the option of the applicable Reporting
Person, the exercise price of a Warrant shall be based on the same price offered
in the private placement.
The
right
to the Warrants can be exercised until June 30, 2007. Once issued, a Warrant
will be exercisable for a thirty-day period. The proceeds paid to the Company
from the exercise of the Warrants shall be applied to reduce all future
installments of the principal due pursuant to the Facility Agreement on a pro
rata basis.
The
Reporting Persons shall be entitled to require the Company to prepare a
Registration Statement on Form F-3 covering a resale offering of all of the
Shares held by the Reporting Persons, including the Shares underlying the
Warrants. The Company shall be required to keep such Registration Statement
effective for 36 months from the date that such Registration Statement is
declared effective, other than between March 15 and June 30 of each year. In
addition, until June 30, 2007, the Reporting Persons will be entitled to require
the Company to grant one “demand registration” with respect to the Shares
underlying one Warrant.
Concurrently
and in connection with the consummation of the transactions contemplated by
the
Assignment Agreement, the Bank and York Capital Management, for and on behalf
of
accounts managed by it, entered into the Share Option Agreement dated
July 18, 2005 (the “Option Agreement”) pursuant to which the Bank granted
to York Capital Management (i) the option (the “Option”) to purchase up to
1,000,809 Shares (the “Option Shares”) at any time until July 18, 2007 at an
exercise price per Share equal to $6.30 plus 35% of the difference between
$6.30
and the Fair Market Price (as hereinafter defined) of a Share as of the exercise
date, provided
that if
the Fair Market Price of a Share is less than $6.30, then the exercise price
per
Share shall be $6.30; (ii) after the expiration of the Option and with
respect to any Option Shares that have not been purchased by exercise of the
Option, the right of first offer to purchase from the Bank any such remaining
Option Shares on the terms and conditions offered by the Bank by written notice
before the Bank may sell such Shares to another person; and (iii) the right
of
first offer to purchase from the Bank 1,051,619 Shares (the “Remaining Shares”)
on the terms and conditions offered by the Bank by written notice before the
Bank may sell such Shares to another person. The “Fair Market Price” of a Share
means the average of the closing prices of a Share at the close of trading
on
each of the 30 consecutive trading days on the Tel-Aviv Stock Exchange and
NASDAQ immediately preceding the exercise date of the Option; provided,
however,
that if
the Fair Market Price of a Share on the Tel-Aviv Stock Exchange is different
than the Fair Market Price of a Share on NASDAQ, then the Fair Market Price
of a
Share shall be the average of the Fair Market Price of a Share on each of the
Tel-Aviv Stock Exchange and NASDAQ.
In
addition, concurrently and in connection with the consummation of the
transactions contemplated by the Assignment Agreement, the Bank granted to
York
Capital Management a two-year, irrevocable proxy dated July 18, 2005 (the “Bank
Proxy”) to exercise all the Bank’s voting rights with respect to the Option
Shares and the Remaining Shares (which together total 2,052,428 Shares),
provided
that the
Bank Proxy shall cover only such portion of the Option Shares and Remaining
Shares that are not sold by the Bank and, provided,
further,
that
the Bank Proxy shall only cover such portion of the Option Shares and the
Remaining Shares so that the Bank is not deemed to be, by virtue of the Shares
held by York Capital Management, a joint holder or beneficial owner of 20%
or
more of the outstanding Shares.
Concurrently
with the consummation of the transactions contemplated by the Assignment
Agreement, the Bank sold 1,250,000 Shares (the “Third Party Shares”) to Mivtach
Shamir Holdings Ltd. (“Shamir”), and pursuant to the terms of such sale, Shamir
granted to York Capital Management a two-year irrevocable proxy dated July
23,
2005 (the “Shamir Proxy”) to exercise all Shamir’s voting rights with respect to
the Third Party Shares, provided
that the
Shamir Proxy shall cover only such portion of the Third Party Shares that are
not sold by Shamir.
The
preceding description of the Assignment Agreement, the Loan Amendment, the
Option Agreement, the Bank Proxy and the Shamir Proxy is a summary only and
is
qualified in its entirety by reference to the copies of the Assignment
Agreement, the Loan Amendment, the Option Agreement, the Bank Proxy and the
Shamir Proxy filed as exhibits to this Statement and incorporated herein by
this
reference. In addition, the preceding description of the Loan Amendment and
the
Warrant is qualified in its entirety by reference to, and is based on, the
summaries of such documents set forth in (i) the Company’s Annual Report on Form
20-F for the fiscal year ended December 31, 2004 filed with the Securities
and
Exchange Commission on March 17, 2005 and (ii) the Bank’s Amendment No. 2 to its
Schedule 13D filed with the Securities and Exchange Commission on May 10, 2004.
The
source of the funds used by York Capital to directly purchase the securities
of
the Company listed in Item 3 of this Statement was working capital in
the
approximate amount of $8,563,551.34. The source of funds used by York Investment
to directly purchase the securities of the Company listed in Item 3 of
this
Statement was working capital in the approximate amount of $35,904,070.81.
The
source of funds used by York Credit Opportunities to directly purchase the
securities of the Company listed in Item 3 was working capital in the
approximate amount of $13,505,029.85. Working capital in each of these three
cases was provided by capital contributions of partners or shareholders, as
the
case may be, and internally generated funds.
Item
4. Purpose
of Transaction
The
Reporting Persons acquired the securities of the Company described in Item
3 of
this Statement for investment purposes. The Reporting Persons reserve the right
to purchase additional securities, including without limitation pursuant to
the
exercise of the rights of first offer granted by the Bank pursuant to the Option
Agreement, either separately or together with other persons, to sell all or
some
of the securities beneficially owned by them, or to otherwise trade in the
securities in open market or private transactions, provided
that in
their individual or collective judgment such transactions present an attractive
(long- or short-term) opportunity for profit.
By
virtue
of the consummation of the transactions described in Item 3 of this Statement,
the Reporting Persons designated five persons, who were appointed on July 18,
2005 as directors of the board of directors of the Company. As of the date
of
consummation of the transactions described in Item 3 of this Statement, the
board of directors of the Company consisted of (i) five directors designated
by
the Reporting Persons; and (ii) one independent director as defined under the
Israeli Companies Law, 1999. It is expected that a second independent director
as defined under the Israeli Companies Law, 1999 will be appointed at the next
shareholders’ meeting convened by the Company.
Except
as
described above, none of the Reporting Persons has any plans or proposals which
relate to or would result in:
(a)
the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company;
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c)
a
sale or transfer of a material amount of assets of the Company or any of its
subsidiaries;
(d)
any
change in the board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e)
any
material change in the present capitalization or dividend policy of the
Company;
(f)
any
other material change in the Company’s business or corporate
structure;
(g)
changes in the Company’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by
any
person;
(h)
causing a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an inter-dealer
quotation system of registered national securities association;
(i)
a
class of equity securities of the Company becoming eligible for termination
of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”); or
(j)
any
action similar to those numerated in clauses (a)-(i) above.
The
Reporting Persons reserve the right to separately or collectively consider
plans
or proposals relating to or resulting in the occurrence of one or more of the
transactions described in clauses (a)-(j) above in the future depending upon
then existing factors, including without limitation the market for the
securities, the Company’s then prospects, alternative investment opportunities,
general economic and money-market investment conditions and other factors deemed
relevant from time to time.
Item
5. Interest
in Securities of the Issuer
(a) (i)
JGD
may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial
owner of 12,689,094 Shares (which includes (A) 9,386,666 Shares issuable upon
the exercise of all Warrants for the entire outstanding amount of the
$70,400,000 Loan, when, as and if the Reporting Persons instruct the Company
to
issue all such Warrants, assuming the minimum possible exercise price per Share
of $7.50; (B) 1,000,809 Shares issuable upon the exercise of the Option
and
which JGD may be deemed to have the sole power to vote, or to direct the voting
of, pursuant to the Bank Proxy; (C) 1,051,619 Shares as to which JGD may be
deemed to have the sole power to vote, or to direct the voting of, pursuant
to
the Bank Proxy; and (D) 1,250,000 Shares as to which JGD may be deemed to have
the sole power to vote, or to direct the voting of, pursuant to the Shamir
Proxy), which together constitute approximately 39.9% of the issued and
outstanding Shares. As the sole shareholder of JGD, James G. Dinan may be deemed
to be the beneficial owner of the Shares beneficially owned by JGD.
(ii)
York
Capital may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 1,874,395 Shares (which includes (A) 1,386,571 Shares
issuable upon the exercise of a Warrant(s) for $10,399,283 of the Loan, when,
as
and if York Capital instructs the Company to issue all such Warrants, assuming
the minimum possible exercise price per Share of $7.50; (B) 147,836
Shares
issuable upon the exercise of its allocated portion of the Option and which
York
Capital may be deemed to have the sole power to vote, or to direct the voting
of, pursuant to its allocated portion of the Bank Proxy; (C) 155,342
Shares
as to which York Capital may be deemed to have the sole power to vote, or to
direct the voting of, pursuant to its allocated portion of the Bank Proxy;
and
(D) 184,646 Shares as to which York Capital may be deemed to have the sole
power
to vote, or to direct the voting of, pursuant to its allocated portion of the
Shamir Proxy), which together constitute approximately 7.9% of the issued and
outstanding Shares. As the General Partner of York Capital, Dinan Management
may
be deemed to be the beneficial owner of the Shares beneficially owned by York
Capital. In addition, as the controlling members of Dinan Management, James
G.
Dinan and Daniel A. Schwartz may be deemed to be the beneficial owners of the
Shares beneficially owned by York Capital.
(iii)
York Investment may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be
the beneficial owner of 7,858,709 Shares, (which includes (A) 5,813,423 Shares
issuable upon the exercise of a Warrant(s) for $43,600,672 of the Loan, when,
as
and if York Investment instructs the Company to issue all such Warrants,
assuming the minimum possible exercise price per Share of $7.50;
(B) 619,829 Shares issuable upon the exercise of its allocated portion
of
the Option and which York Investment may be deemed to have the sole power to
vote, or to direct the voting of, pursuant to its allocated portion of the
Bank
Proxy; (C) 651,297 Shares as to which York Investment may be deemed
to have
the sole power to vote, or to direct the voting of, pursuant to its allocated
portion of the Bank Proxy; and (D) 774,160 Shares as to which York Investment
may be deemed to have the sole power to vote, or to direct the voting of,
pursuant to its allocated portion of the Shamir Proxy), which together
constitute approximately 27.8% of the issued and outstanding Shares. As the
investment manager of York Investment, York Offshore Limited may be deemed
to be
the beneficial owner of the Shares beneficially owned by York Investment. In
addition, as the controlling principal of York Offshore Limited, James G. Dinan
may be deemed to be the beneficial owner of the Shares beneficially owned by
York Investment.
(iv)
York
Credit Opportunities may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be the beneficial owner of 2,955,990 Shares, (which includes (A) 2,186,672
Shares issuable upon the exercise of a Warrant(s) for $16,400,045 of the Loan,
when, as and if York Credit Opportunities instructs the Company to issue all
such Warrants, assuming the minimum possible exercise price per Share of $7.50;
(B) 233,144 Shares issuable upon the exercise of its allocated portion
of
the Option and which York Credit Opportunities may be deemed to have the sole
power to vote, or to direct the voting of, pursuant to its allocated portion
of
the Bank Proxy; (C) 244,980 Shares as to which York Credit Opportunities
may be deemed to have the sole power to vote, or to direct the voting of,
pursuant to its allocated portion of the Bank Proxy; and (D) 291,194 Shares
as
to which York Credit Opportunities may be deemed to have the sole power to
vote,
or to direct the voting of, pursuant to its allocated portion of the Shamir
Proxy), which together constitute approximately 12.0% of the issued and
outstanding Shares. As the General Partner of York Credit Opportunities, York
Credit Opportunities Domestic Holdings may be deemed to be the beneficial owner
of the Shares beneficially owned by York Credit Opportunities. In addition,
as
the controlling members of York Credit Opportunities Domestic Holdings, James
G.
Dinan and Daniel A. Schwartz may be deemed to be the beneficial owners of the
Shares beneficially owned by York Capital.
(v)
To
the knowledge of the Reporting Persons, except as described above, no Shares
are
beneficially owned, or may be deemed to be beneficially owned, by any of the
persons named on Exhibit
2,
3
or
4.
The
number of Shares beneficially owned and the percentage of outstanding Shares
represented thereby, for each of the Reporting Persons, have been computed
in
accordance with Rule 13d-3 under the Exchange Act. The percentages of ownership
described above for JGD, York Capital, York Investment and York Credit
Opportunities are based on an aggregate of 31,826,144 Shares, 23,826,049 Shares,
28,252,901 Shares and 24,626,150 Shares, respectively, which in each case
consist of (i) 22,439,478 Shares issued and outstanding as of July 3,
2005,
which information was obtained from the Company, and (ii) the number of Shares
issuable to the applicable Reporting Person when, as and if such Reporting
Person exercised all applicable Warrants, assuming the minimum possible exercise
price per Share of $7.50.
(b) (i)
JGD
has the sole power to dispose of or direct the disposition of 10,387,475 Shares
and the sole power to vote or direct the vote of 12,689,094 Shares, when, as
and
if the Reporting Persons (A) instruct the Company to issue all Warrants for
the
$70,400,000 outstanding balance of the Loan, assuming the minimum possible
exercise price per Share of $7.50; (B) exercise all such Warrants; and (C)
exercise the entire Option. As the sole shareholder of JGD, James G. Dinan
may
be deemed to have the sole power to dispose of or direct the disposition of
10,387,475 Shares and the sole power to vote or direct the vote of 12,689,094
Shares, when, as and if the Reporting Persons (A) instruct the Company to issue
all Warrants for the $70,400,000 outstanding balance of the Loan, assuming
the
minimum possible exercise price per Share of $7.50; (B) exercise all such
Warrants; and (C) exercise the entire Option.
(ii)
York
Capital has the sole power to dispose of or direct the disposition of 1,534,407
Shares and the sole power to vote or direct the vote of 1,874,395 Shares, when,
as and if York Capital (A) instructs the Company to issue all Warrants for
its
allocated portion of the current outstanding balance of the Loan, assuming
the
minimum possible exercise price per Share of $7.50; (B) exercises all such
Warrants; and (C) exercises its entire allocated portion of the Option.
As
the General Partner of York Capital, Dinan Management may be deemed to have
the
sole power to dispose of or direct the disposition of 1,534,407 Shares and
the
sole power to vote or direct the vote of 1,874,395 Shares, when, as and if
York
Capital (A) instructs the Company to issue all Warrants for its allocated
portion of the current outstanding balance of the Loan, assuming the minimum
possible exercise price per Share of $7.50; (B) exercises all such Warrants;
and
(C) exercises its entire allocated portion of the Option. In addition,
as
the controlling members of Dinan Management, James G. Dinan and Daniel A.
Schwartz may be deemed to have the sole power to dispose of or direct the
disposition of 1,534,407 Shares and the sole power to vote or direct the vote
of
1,874,395 Shares, when, as and if York Capital (A) instructs the Company to
issue all Warrants for its allocated portion of the current outstanding balance
of the Loan, assuming the minimum possible exercise price per Share of $7.50;
(B) exercises all such Warrants; and (C) exercises its entire allocated
portion of the Option.
(iii)
York Investment has the sole power to dispose of or direct the disposition
of
6,433,252 Shares and the sole power to vote or direct the vote of 7,858,709
Shares, when, as and if York Investment (A) instructs the Company to issue
all
Warrants for its allocated portion of the current outstanding balance of the
Loan, assuming the minimum possible exercise price per Share of $7.50; (B)
exercises all such Warrants; and (C) exercises its entire allocated
portion
of the Option. As the investment manager of York Investment, York Offshore
Limited may be deemed to have the sole power to dispose of or direct the
disposition of 6,433,252 Shares and the sole power to vote or direct the vote
of
7,858,709 Shares, when, as and if York Investment (A) instructs the Company
to
issue all Warrants for its allocated portion of the current outstanding balance
of the Loan, assuming the minimum possible exercise price per Share of $7.50;
(B) exercises all such Warrants; and (C) exercises its entire
allocated portion of the Option. In addition, as the controlling principal
of
York Offshore Limited, James G. Dinan may be deemed to have the sole power
to
dispose of or direct the disposition of 6,433,252 Shares and the sole power
to
vote or direct the vote of 7,858,709 Shares, when, as and if York Investment
(A)
instructs the Company to issue all Warrants for its allocated portion of the
current outstanding balance of the Loan, assuming the minimum possible exercise
price per Share of $7.50; (B) exercises all such Warrants; and
(C) exercises its entire allocated portion of the Option.
(iv)
York
Credit Opportunities has the sole power to dispose of or direct the disposition
of 2,419,816 Shares and the sole power to vote or direct the vote of 2,955,990
Shares, when, as and if York Credit Opportunities (A) instructs the Company
to
issue all Warrants for its allocated portion of the current outstanding balance
of the Loan, assuming the minimum possible exercise price per Share of $7.50;
(B) exercises all such Warrants; and (C) exercises its entire allocated
portion of the Option. As the General Partner of York Credit Opportunities,
York
Credit Opportunities Domestic Holdings may be deemed to have sole power to
dispose of or direct the disposition of 2,419,816 Shares and the sole power
to
vote or direct the vote of 2,955,990 Shares, when, as and if York Credit
Opportunities (A) instructs the Company to issue all Warrants for its allocated
portion of the current outstanding balance of the Loan, assuming the minimum
possible exercise price per Share of $7.50; (B) exercises all such Warrants;
and
(C) exercises its entire allocated portion of the Option. In addition,
as
the controlling members of York Credit Opportunities Domestic Holdings, James
G.
Dinan and Daniel A. Schwartz may be deemed to have the sole power to
dispose of or direct the disposition of 2,419,816 Shares and the sole power
to
vote or direct the vote of 2,955,990 Shares, when, as and if York Credit
Opportunities (A) instructs the Company to issue all Warrants for its allocated
portion of the current outstanding balance of the Loan, assuming the minimum
possible exercise price per Share of $7.50; (B) exercises all such Warrants;
and
(C) exercises its entire allocated portion of the Option.
(v)
To
the knowledge of the Reporting Persons, except as described above, none of
the
persons named on Exhibit
2,
3
or
4
has, or
may be deemed to have, any power to dispose of, direct the disposition of,
vote
or direct the vote of any Share.
(c) Except
as
set forth herein or in Exhibits filed herewith, none of the Reporting Persons
nor, to the knowledge of the Reporting Persons, any other person named in Item
2(a) above has effected any transaction in the Shares within the past sixty
days.
(d) Neither
any Reporting Person nor, to the knowledge of the Reporting Persons, any other
person named in Item 2(a) of this Statement has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of,
any of the Shares subject to the Bank Proxy or the Shamir Proxy. With respect
to
the 1,250,000 Shares subject to the Shamir Proxy, to the knowledge of the
Reporting Persons, Shamir has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such Shares, and
with respect to the 2,052,428 Shares subject to the Bank Proxy, to the knowledge
of the Reporting Persons, the Bank has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Shares, subject to the Reporting Persons’ right to purchase 1,000,809 of such
2,052,428 Shares pursuant to the Option. Except as set forth in this Item 5(d),
to the knowledge of the Reporting Persons, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any other Shares deemed to be beneficially owned by the
Reporting Persons.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
|
|
The
information provided in response to Item 3 above is incorporated herein by
reference.
|
Item
7.
|
Material
to Be Filed as Exhibits
|
The
exhibits listed on the Index of Exhibits of this Statement are filed herewith
or
incorporated by reference to a previously filed document.
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to it is true, complete
and correct.
Dated:
July 18, 2005
JGD
MANAGEMENT CORP.
By:
/s/
Adam J. Semler
Adam
J.
Semler
Chief
Financial Officer
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to it is true, complete
and correct.
Dated:
July 18, 2005
YORK
CAPITAL MANAGEMENT, L.P.
By:
DINAN
MANAGEMENT, L.L.C.
By:
/s/
Adam J. Semler
Adam
J.
Semler
Chief
Financial Officer and Member
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to it is true, complete
and correct.
Dated:
July 18, 2005
YORK
INVESTMENT LIMITED
By:
YORK
OFFSHORE HOLDINGS, LIMITED
By:
/s/
Adam J. Semler
Adam
J.
Semler
Director
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to it is true, complete
and correct.
Dated:
July 18, 2005
YORK
CREDIT OPPORTUNITIES FUND, L.P.
By:
YORK
CREDIT OPPORTUNITIES DOMESTIC HOLDINGS, LLC
By:
/s/
Adam J. Semler
Adam
J.
Semler
Chief
Financial Officer and Member
INDEX
OF EXHIBITS
Exhibit
No. Description
1 Agreement
of Joint Filing dated as of July 18, 2005 among JGD Management Corp. (“JGD”),
York Capital Management, L.P., York Investment Limited (“York Investment”) and
York Credit Opportunities Fund, L.P.
2 Name,
title, principal business address, principal occupation and citizenship of
each
director and executive officer of York Capital Management.
3
Name,
title, principal business address, principal occupation and citizenship of
each
director and executive officer of York Investment.
4 Name,
title, principal business address, principal occupation and citizenship of
each
director and executive officer of York Offshore Holdings, Limited.
5 Loan
Assignment Agreement dated June 23, 2005 (the “Loan Assignment Agreement”) by
and among Bank Hapoalim B.M. (the “Bank”) and York Capital Management, for and
on behalf of accounts managed by it (previously filed as Exhibit 1 to the Bank’s
Amendment No. 3 to its Schedule 13D filed with the Securities and Exchange
Commission on July 27, 2005).
6 Addendum
to the Loan Assignment Agreement dated July 18, 2005 by and among the Bank
and
York Capital Management, for and on behalf of accounts managed by
it.
7 Amendment
dated April 4, 2004 to the Facility Agreement between Gilat Satellite Networks
Ltd. (the “Company”) and the Bank (previously filed as Exhibit 4.3 to the
Company’s Annual report on Form 20-F for the fiscal year ending December 31,
2004 filed with the Securities and Exchange Commission on March 17, 2005, which
Exhibit is incorporated herein by reference).
8 Share
Option Agreement dated July 18, 2005 by and among Bank Hapoalim B.M.
and
York Capital Management, for and on behalf of accounts managed by it (previously
filed as Exhibit 2 to the Bank’s Amendment No. 3 to its Schedule 13D filed with
the Securities and Exchange Commission on July 27, 2005).
9 Irrevocable
Proxy dated July 18, 2005 granted by Bank Hapoalim B.M. to York Capital
Management (previously filed as Exhibit 3 to the Bank’s Amendment No. 3 to its
Schedule 13D filed with the Securities and Exchange Commission on July 27,
2005).
9 Irrevocable
Proxy dated July 23, 2005 granted by Mivtach Shamir Holdings Ltd. to York
Capital Management.
EXHIBIT
1
AGREEMENT
OF JOINT FILING
GILAT
SATELLITE NETWORKS LTD
ORDINARY
SHARES
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby confirm the agreement by and among them to
the
joint filing on behalf of them of a Statement on Schedule 13D and any and all
amendments thereto, with respect to the above referenced securities and that
this Agreement be included as an Exhibit to such filing.
This
Agreement may be executed in any number of counterparts each of which shall
be
deemed to be an original and all of which together shall be deemed to constitute
one and the same Agreement.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this
18th day of July, 2005.
JGD
MANAGEMENT CORP.
By:
/s/
Adam J. Semler
Adam
J.
Semler
Chief
Financial Officer
YORK
CAPITAL MANAGEMENT, L.P.
By:
DINAN
MANAGEMENT, L.L.C.
By:
/s/
Adam J. Semler
Adam
J.
Semler
Chief
Financial Officer and Member
YORK
INVESTMENT LIMITED
By:
YORK
OFFSHORE HOLDINGS LIMITED
By:
/s/
Adam J. Semler
Adam
J.
Semler
Director
YORK
CREDIT OPPORTUNITIES FUND, L.P.
By:
YORK
CREDIT OPPORTUNITIES DOMESTIC HOLDINGS, LLC
By:
/s/
Adam J. Semler
Adam
J.
Semler
Chief
Financial Officer and Member
EXHIBIT
2
DIRECTORS
AND EXECUTIVE OFFICERS OF YORK CAPITAL MANAGEMENT
|
Name
|
Title
|
Principal
Business
Address
|
Principal
Occupation
|
Citizenship
|
| |
|
|
|
|
|
James
G. Dinan
|
Chief
Executive Officer
and
Director
|
390
Park Avenue
New
York, New York 10022
|
Investment
management
|
USA
|
|
Adam
J. Semler
|
Chief
Financial Officer
and
Director
|
390
Park Avenue
New
York, New York 10022
|
Investment
management
|
USA
|
|
Daniel
A. Schwartz
|
Chief
Investment Officer
and
Director
|
390
Park Avenue
New
York, New York 10022
|
Investment
management
|
USA
|
EXHIBIT
3
DIRECTORS
AND EXECUTIVE OFFICERS OF YORK INVESTMENT
|
Name
|
Title
|
Principal
Business
Address
|
Principal
Occupation
|
Citizenship
|
| |
|
|
|
|
|
Dawn
E. Davies
|
Director
|
Euro-Dutch
Trust Co. (Bahamas) Ltd.
P.O.
Box N9205
Nassau,
N.P., The Bahamas
|
|
Bahamian
|
|
Anthony
L.M. Inder-Rieden
|
Director
|
Euro-Dutch
Trust Co. (Bahamas) Ltd.
P.O.
Box N9205
Nassau,
N.P., The Bahamas
|
|
Bahamian
|
EXHIBIT
4
DIRECTORS
AND EXECUTIVE OFFICERS OF YORK OFFSHORE LIMITED
|
Name
|
Title
|
Principal
Business
Address
|
Principal
Occupation
|
Citizenship
|
| |
|
|
|
|
|
James
G. Dinan
|
Director
|
390
Park Avenue
New
York, New York 10022
|
Investment
management
|
USA
|
|
Daniel
A. Schwartz
|
Director
|
390
Park Avenue
New
York, New York 10022
|
Investment
management
|
USA
|
|
Adam
J. Semler
|
Director
|
390
Park Avenue
New
York, New York 10022
|
Investment
management
|
USA
|
|
Anthony
L.M. Inder-Rieden
|
Director
|
Euro-Dutch
Trust Co. (Bahamas) Ltd.
P.O.
Box N9205
Nassau,
N.P., The Bahamas
|
|
Bahamian
|
EXHIBIT
6
ADDENDUM
TO
LOAN ASSIGNMENT AGREEMENT
Dated
June 23, 2005
This
addendum (this “Addendum”)
is
made and entered into on the 18th
day of
July, 2005, by
and among Bank Hapoalim B.M. of 50
Rothschild Boulevard, Tel-Aviv 66883, Israel ("Bank"),
and
York Capital Management, for and on behalf of accounts managed by it, of 390
Park Avenue, New York, NY 10022, United States (the “Purchaser”).
Each
of the Bank and Purchaser is hereinafter referred to as a “Party”
and
collectively the “Parties”.
WHEREAS,
on June 23, 2005 the Parties signed a Loan Assignment Agreement
(the “Loan
Assignment Agreement”);
and
WHEREAS,
the Parties wish to amend the Loan Assignment Agreement by reducing the Debt
Sale Consideration (as defined in the Loan Assignment Agreement)
from US$59,976,000
to US$59,846,000,
as more
specifically set forth herein; and
NOW
THEREFORE in consideration of the mutual covenants contained herein, the Parties
agree as follows:
| 1. |
The
preamble to this Agreement is an integral part
hereof.
|
| 2. |
Capitalized
terms, used and not otherwise defined herein, shall have the meaning
assigned to them in the Loan Assignment
Agreement.
|
| 3. |
The
Parties hereby agree, in accordance with Section 4.3 of the Loan
Assignment Agreement, to replace Section 1.1 of the Loan Assignment
Agreement in its entirety with the following
language:
|
“1.1 Sale
and Assignment of the Bank’s Rights and Obligations.
At
the
Closing (as defined in Section 1.2 below), the Bank hereby irrevocably sells
and
assigns to Purchaser in full the Bank's Rights and Obligations, and the
Purchaser hereby irrevocably purchases and assumes in full the Bank's Rights
and
Obligations, and as of such time the Bank shall cease to have any rights and/or
obligations under the Loan Documents. The sale and assignment by the Bank of
the
Bank's Rights and Obligations and the purchase and assumption thereof by the
Purchaser shall be
against the full and immediate payment by Purchaser to the Bank of US$59,846,000
(hereinafter the "Debt
Sale Consideration"),
subject to the provisions of Section 3.5.1, in
cash
in US$ to be paid via wire transfer of immediately available funds to a bank
account designated by the Bank.”
| 4. |
All
other provisions of the Loan
Assignment Agreement shall
continue to be in full force and
effect.
|
| 5. |
In
the event of any inconsistency between the provisions of this Addendum
and
the provisions of the Loan
Assignment Agreement,
this Addendum shall prevail.
|
| 6. |
This
Addendum shall be governed by and construed in accordance with the
laws of
the State of Israel, without regard to the conflict of law provisions
thereof. The exclusive jurisdiction in any matter relating to this
Addendum shall be of the competent courts of the district of Tel
Aviv-Jaffa, Israel and the Parties hereby irrevocably submit to any
such
jurisdiction and waive any objection regarding jurisdiction or
forum.
|
IN
WITNESS WHEREOF, the Parties have executed this Addendum as of the date first
above written.
BANK
HAPOALIM B.M.
By:
___________________________________
Name:
Title:
By:
___________________________________
Name:
Title:
YORK
CAPITAL MANAGEMENT
By:
___________________________________
Name:
Title:
EXHIBIT
10
IRREVOCABLE
PROXY
The
undersigned, a shareholder of Gilat Satellite Networks Ltd., C.N. 52-003893-6
(the “Company”),
hereby (to the fullest extent permitted by law) appoints
York
Capital Management of 390 Park Avenue, New York, NY 10022, United States
("Proxy
Agent"),
as the sole and exclusive proxy agent of the undersigned, to vote and exercise
all voting rights with respect to 1,250,000 Ordinary Shares of the Company
par
value NIS0.2 each (“Ordinary
Shares”)
held and owned by the undersigned (collectively, the "Proxy
Shares"),
such that, subject to the terms and conditions hereof, the Proxy Agent is hereby
authorized and empowered by the undersigned, at any time prior to the
termination of this Proxy, to act as the undersigned's proxy for the purpose
of
voting the Proxy Shares, and to exercise all voting rights of the undersigned
with respect thereto (including, without limitation, to the extent permitted
by
applicable law, the power to execute and deliver written consents), at any
annual or special general meeting of the shareholders of the Company and/or
in
any adjournments thereof, and to the extent permitted by applicable law, in
every written consent made in lieu of such meetings.
Subject
to the following terms and conditions, this Proxy is irrevocable (to the fullest
extent permitted by law).
The
Proxy shall be subject to the following terms and conditions:
| 1. |
The
Proxy shall at any time cover only such portion of the Proxy Shares
not
sold by the undersigned, such that in case any portion of the Proxy
Shares
is sold, then the Proxy shall terminate ipso facto with respect to
the
Ordinary Shares so sold. The undersigned will notify the Proxy Agent
within two business days following the sale of any of the Proxy
Shares.
|
| 2. |
The
Proxy Agent may not substitute, grant, assign or transfer this proxy
or
any rights hereunder (hereinafter “Disposition”)
to any unrelated third party, absent the undersigned’s prior written
approval.
|
| 3. |
This
proxy shall terminate and be of no force and effect immediately
upon any
of the following to occur:
|
| (a) |
Upon
any Disposition made not in accordance with Section 2 above;
|
| (b) |
Upon
sale by the undersigned of all of the Proxy Shares;
or
|
| (c) |
Upon
the lapse of two years from the date
hereof.
|
The
undersigned hereby confirms that no prior proxies were given with respect to
the
Proxy Shares and that no proxies will be given by the undersigned with respect
to the Proxy Shares save for this proxy.
Dated:
July 23, 2005
In
witness hereof the undersigned has granted this Proxy on the date first written
above:
________________
[Shamir]
AGREED
AND ACKNOWLEDGED
____________________
York
Capital Management