NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
THE EXCHANGE OF ORDINARY SHARES
OF
MEDIS EL LTD.
FOR SHARES OF COMMON STOCK
OF
MEDIS TECHNOLOGIES LTD.
PURSUANT TO THE PROSPECTUS DATED APRIL 24, 2000
This form must be used by a holder of ordinary shares, par value 0.1 NIS
(the "Shares"), of Medis El Ltd., an Israeli corporation ("Medis El"), who
wishes to tender Shares to the Exchange Agent pursuant to the guaranteed
delivery procedures described in "The Exchange Offer--Guaranteed Delivery
Procedures" of the Issuer's Prospectus dated April 24, 2000 (the "Prospectus")
and in Instruction 2 to the related Letter of Transmittal ("Letter of
Transmittal"). Any holder who wishes to tender Shares pursuant to such
guaranteed delivery procedures must ensure that the Exchange Agent receives this
Notice of Guaranteed Delivery prior to the Expiration Date of the Exchange
Offer. Capitalized terms used but not defined herein have the meanings ascribed
to them in the Letter of Transmittal.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON MAY 22, 2000 UNLESS EXTENDED (THE "EXPIRATION DATE").
American Stock Transfer & Trust Company
(the "Exchange Agent"):
IF BY OVERNIGHT COURIER: IF BY HAND:
American Stock Transfer & Trust Company American Stock Transfer & Trust Company
6201 15(th) Avenue, Floor 3L 40 Wall Street, 46(th) Floor
Brooklyn, New York 11219 New York, New York 10005
IF BY MAIL:
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undesigned hereby tenders to the Issuer, upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of Transmittal
(which together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the number of Shares set forth below, pursuant to the guaranteed
delivery procedures set forth in the Prospectus and in Instruction 2 of the
Letter of Transmittal.
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CERTIFICATE NUMBER(S)(IF
KNOWN) OF SHARES OR ACCOUNT TOTAL NUMBER OF SHARES
NUMBER AT THE BOOK-ENTRY REPRESENTED BY SHARE
FACILITY NUMBER OF SHARES TENDERED CERTIFICATES
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PLEASE SIGN AND COMPLETE
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Signatures of Registered Holder(s) or Date: ---------------------------------, 2000
Authorized Signatory:
Address:
Name(s) of Registered Holder(s): Area Code and Telephone No.:
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This Notice of Delivery must be signed by the Holder(s) exactly as their name(s) appear on
certificates for Shares or on a security position listing as the owner of Shares, or by
person(s) authorized to become Holder(s) by endorsements and documents transmitted with this
Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative
capacity, such person must provide the following information.
Please print name(s) and addresses
Name(s):
Capacity:
Address(es):
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, (i) guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Shares tendered hereby in
proper form for transfer (or confirmation of the book-entry transfer of such
Shares into the Exchange Agent's account at the Book-Entry Transfer Facility
described in the Prospectus under the caption "Exchange Offer--Guaranteed
Delivery Procedures" and in the Letter of Transmittal) and any other required
documents, all by 5:00 p.m., New York City time, on the third New York Stock
Exchange trading day following the Expiration Date, (ii) represents that the
holder on whose behalf this tender is being made owns the shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended ("Rule 14e-4") and (iii) represents that the tendered Shares
complies with Rule 14e-4).
Name of
Firm ___________________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
Area Code and Tel. No.
_______________________________________________________________________________
________________________________________________________________________________
(Authorized Signature)
Name ___________________________________________________________________________
(Please print)
Title __________________________________________________________________________
Dated_____________________________________________________________________, 2000
DO NOT SEND SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF SECURITIES MUST
BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
property insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 2 of the
Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Shares referred
to herein, the signature must correspond with the name(s) written on the face of
the Shares without alteration, enlargement, or any change whatsoever. If this
Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Shares, the signature must correspond with the name shown on the security
position listing as the owner of the Shares.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Shares listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate stock powers, signed as the name of the registered holder(s) appears
on the Shares or signed as the name of the participant shown on the Book-Entry
Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus may be directed
to the Exchange Agent at the address specified herein. Holders may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offer.
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