SCHEDULE 13D/A: Xylo Technologies Shareholders Approve Scheme of Arrangement, Court Approval Pending

Xylo Technologies Ltd. shareholders have approved a scheme of arrangement, as disclosed in a recent Schedule 13D amendment by L.I.A. Pure Capital Ltd., though the arrangement remains subject to Tel Aviv District Court approval.

Summary

• L.I.A. Pure Capital Ltd. and its Chief Executive Officer, Kfir Silberman, filed an Amendment No. 3 to their Schedule 13D, updating their beneficial ownership in Xylo Technologies Ltd.
• The reporting persons collectively beneficially own 2,900,000 ordinary shares of Xylo Technologies Ltd., which represent 5.66% of the Issuer's outstanding ordinary shares.
• These beneficially owned shares underlie 72,500 American Depositary Shares (ADSs) held by L.I.A. Pure Capital Ltd.
• On May 27, 2025, Xylo Technologies Ltd. shareholders approved a scheme of arrangement pursuant to Section 350 of the Israeli Companies Law, 5759-1999, during special general meetings.
• The consummation of this scheme of arrangement is contingent upon approval by the Tel Aviv District Court (Economic Division), and the Issuer has stated it cannot guarantee whether the Court will grant this approval.

Sentiment

Score: 6

Explanation: The shareholder approval of the scheme of arrangement is a positive step towards its consummation, indicating internal support. However, the remaining uncertainty regarding court approval prevents a higher score.

Positives

• Shareholders of Xylo Technologies Ltd. have approved the proposed scheme of arrangement, indicating internal support for the transaction.

Negatives

• The consummation of the scheme of arrangement is not guaranteed and remains subject to approval by the Tel Aviv District Court, introducing an element of uncertainty.

Risks

• The primary risk is that the Tel Aviv District Court may not approve the scheme of arrangement, which would prevent its consummation.

Future Outlook

The consummation of the approved scheme of arrangement is expected to occur only after obtaining approval from the Tel Aviv District Court (Economic Division). The Issuer has stated that it cannot guarantee whether the Court will grant this approval.

Management Comments

• The Issuer noted that "although the Arrangement has been approved at the Meetings, it remains subject to approval by the Tel Aviv District Court (Economic Division) and it cannot guarantee whether the Court will approve the Arrangement."
• The Issuer further noted that "the consummation of the Arrangement is expected to occur only after the Court's approval has been obtained."

Industry Context

This filing details a specific corporate action (scheme of arrangement) for Xylo Technologies Ltd. and an update on a significant shareholder's ownership. It does not provide broader industry trends or competitive analysis.

Corporate Governance

Legal Proceedings

• The scheme of arrangement is subject to approval by the Tel Aviv District Court (Economic Division), which constitutes a legal proceeding.

Stakeholder Impact

• Shareholders: The scheme of arrangement, once consummated, will directly impact the rights and holdings of Xylo Technologies Ltd. shareholders. The approval by shareholders indicates their support for the proposed terms.

Next Steps

• Obtain approval for the scheme of arrangement from the Tel Aviv District Court (Economic Division).
• Consummate the scheme of arrangement following court approval.

Key Dates

Keywords

Xylo Technologies Ltd., L.I.A. Pure Capital Ltd., Kfir Silberman, Schedule 13D, Scheme of Arrangement, Israeli Companies Law, Shareholder Approval, Court Approval, Beneficial Ownership, Ordinary Shares, ADSs