Exhibit F
August 27, 1997
Tabriz Anstalt Limited NV
0000 Xxxxxxxxx Xxxxxxxxxx
Xx Xxxxxxxxxx 00
Xxxxxxx
Messrs. Xxxx Xxxxxxxxxx and Xxxx Xxxxxxx
c/o Tefron Ltd.
00 Xxxxx Xx.
Xxxx - Xxxx 00000
Xxxxxx
Dear Sirs,
Whereas we are the owners of 23% (twenty - three percent) of the issued and paid
up share capital of Tefron Ltd. ("Tefron"), being at present 1,379,977 Ordinary
Shares par value NIS 1.00 each; And
Whereas Xxxxxx intends to offer to the public through the New York State
Exchange Ordinary Shares par value NIS 1.00 each, that will constitute after the
allotment to the public 25% (twenty - five percent) of the issued and paid up
share capital of Tefron; And
Whereas together with the Tefron's offer, all the present shareholders of Tefron
shall offer to the public ("the Offering") to purchase from them at the same
price as the price payable to Tefron a part (up to about 20% (twenty percent))
of their Ordinary Shares, including an equal percentage of Bonus Shares that
shall be allotted to them before the Offering;
No therefore and following our previous discussions and negotiations we are
granting hereby to you and/or to corporations controlled by you or by your
families and/or to trusts established for the benefit of you or of your
families, an Option ("the Option") to purchase from us at the same price as the
Offering price all or any part at your discretion
of our shares of Xxxxxx, including the said Bonus Shares, that will not be sold
as a result of the Offering.
To remove any possible doubt, the Option is given to both of you in equal parts
unless you will agree otherwise in writing and deliver to us a signed copy of
such agreement.
The Option shall be exercisable as of after it will be known how many shares
have not been sold in the Offering and shall remain in force for a period of 3
(three) years from the Offering date.
In the event you will decide to exercise the Option you shall have to notify us
in writing - with a copy to our Israeli lawyer, Xxxxxx Xxxxxxxxxx, Adv., of 00
Xxxxx - Xxxx Xx., Xxx Xxxx 00000, Xxxxxx - 30 (thirty) days in advance and to
pay us to price of the shares you will decide to purchase within the said 30
days.
Shares that shall be sold to you by us shall be transferred to you - immediately
upon receipt of their price - free of any debt, pledge, encumbrance or third
party's rights whatsoever. Any such debt, pledge etc. if presently existing
and/or if will exist in the future shall be removed and/or arranged by us and on
our account and responsibility at the time of the exercise of the Option.
In consideration for this present Option you shall pay us a sum of US
$442,000.00 (four hundred forty two thousand US Dollars).
To give effect to the Option please send us a copy of this Option letter signed
by you to confirm your consent to its terms not later than until September 10,
1997, together with an irrevocable undertaking to pay us the said consideration
within 90 (ninety) days from the date of your consent confirmation.
Yours sincerely,
Tabriz Anstalt Limited NV
We confirm our consent to the terms of this Option letter and irrevocable
undertake, jointly and severally, to pay you the said consideration in the sum
of US $442,000.00 within 90 (ninety) days from today's date.
---------------------------------- ----------------------------------
Xxxx Xxxxxxxxxx Xxxx Xxxxxxx
(Belgian Passport No. U 080704) (British Passport No. 000000000)
September __, 1997
