Changes required for Agenda of the Annual Shareholders’ Meeting on September 28, 2018 in Zug
Reverse Split will be delayed due to legal technical reasons
Name Change will be delayed
Headquarters to remain in Zug, Switzerland
Share capital increases in Swiss Franc remains roughly the same but the number of shares for the capital increases has been adjusted due to postponed reverse split
Proposed amalgamation with Engenavis Inc., Delaware/USA to take place following completion of all financing prerequisites
Zug, Switzerland, 26 September 2018 – iQ Power Licensing AG (ISIN: CH0268536338; WKN/Security Number: A14M1C; Symbol: IQL) a developer and marketer of technologies for environmentally friendly and technologically innovative starter batteries for motor vehicles and licenses in these technologies, announces some minor changes required for the Agenda of the Annual Shareholders’ Meeting on September 28, 2018 in Zug.
The timing of the proposed amalgamation with Engenavis Inc. is extended and planned to occur as soon as all remaining prerequisites for the new funding have been cleared up. This is anticipated within a couple of weeks.
As stated recently the measure of a planned reverses split of 23:1 of shares in the new Swiss company after amalgamation with Engenavis Inc, Delaware, USA is subject to a final approval of the Swiss Federal Commercial Register in Bern, which was expected prior to the Annual Shareholders’ Meeting. This approval by the Federal Commercial Register was unexpectedly not given due to legal technical reasons.
Due to the unexpected difficulties in receiving approval for the reverse split at the same time with the amalgamation this item and all related items have been eliminated or adjusted in the Agenda at the upcoming Annual Shareholders’ Meeting on September 28, 2018 in Zug. However, it is anticipated that the reduction in the number of shares outstanding will take place in early 2019.
Due to no reduction in the number of shares, the pre-amalgamation outstanding share capital of around 341 million shares will remain unchanged. Approximately 370 million shares will be created for issuance to Engenavis Inc. shareholders in exchange for 100% of the shares in Engenavis Inc. The iQ Power Licensing AG shares are being issued at a value of EUR 0,07/share, which represents a purchase price of just under EUR 26 million.
The company auditors have completed a third party expert objective evaluation of the economic value of Engenavis, Inc., which was performed by an expert US appraisal company, Rushton Atlantic LLC, Chicago, Illinois. The valuation shows a discounted value of approximately USD 88 million for Engenavis Inc. Post-amalgamation, iQ Power Licensing shareholders will have approximately 49% of the new company and Engenavis will be of around 51%.
Timing for all necessary contracts is on plan but very tight due to the intensive investigations necessary to assure legal compliance and veracity of all information required for the transactions.
Ancillary changes, such as the change of headquarters to Zurich and the change of the name will be delayed. It is anticipated that the reduction in the number of shares outstanding will take place in Q1, 2019 with the listing on the regulated market In Germany, which will allow trading on the Frankfurt XETRA electronic stock exchange. The change of the name of the company will occur at the same time.
All resolutions at the shareholders’ meeting held on September 28, 2018 in Zug, are available in detail on the iQ Power website under section investor relations, together with the revised invitation for the Annual Shareholder’s Meeting 2018.
Background to the resolutions in the agenda of the Annual Shareholders’ Meeting:
The US-company which will be amalgamated into iQ Power Licensing AG is Engenavis Inc., Delaware, USA. Engenavis (ENG) is headed by star investor, George Weiss. The company features several start-up business units centering around environmentally-friendly technologies, including anti-idling fuel savings technology and mobile solar energy units. The technology section for no emission waste and used tyre recycling as well as the other business units, will be 100% owned subsidiaries of iQ Power Licensing AG.
George Weiss, Chairman of Engenavis is arranging a bridge financing from an institutional finance company for USD 14 million, which will be directly loaned to iQ Power Licensing AG (IQPL) to fund the new company and business expansion. The USD 14 million bridge financing is planned to be replaced by a large investment (equity money) to be made in early 2019. For this effort, the company will be bringing on board Mr. Scott Anchin, an experienced New York capital markets professional into the role of Board Member and interim CFO.
The expansion plans are the same as previously planned and announced at the extraordinary shareholders’ meeting on April 27th. Additionally there will be an aggressive battery factory expansion program centered on the concept “Battery Factory of the Future” (BFF) of iQ Power for battery manufacturers and battery plants worldwide. The major item for the short-term future within this concept will be the purchase of majority interest in a small but modern and efficient European battery factory with good track record and positive balance sheet, which will showcase the next generation equipment and manufacturing methods of the BFF concept. Further expansions are in the planning phase.
Assuming approval of the agenda on September 28th, the amalgamation with Engenavis and the financing will be executed. Shareholders of IQPL stock who signed share exchange agreements in late April, will be notified of cancellation shortly following the upcoming ordinary shareholders’ meeting.
About the iQ Power Technology
Batteries with iQ Power technology are designed to generate better performance in Start-Stop applications and to meet the growing demands of electronic usage in vehicles today. It is the first significant innovation to the flooded starter battery in decades. Automatic mixing of electrolyte inside the battery by passive mixing elements ensures uniform acid density for higher sustained performance throughout the entire life of the battery, thus avoiding early loss of capacity (Ah) as usual with ordinary batteries. This prolongs plate life by eliminating acid stratification and thermal gradients, delivering greater material utilization for a lower cost per cycle over conventional batteries. The patented technology was awarded the coveted Automechanika innovation award 1st prize in 2010 and und became a first prize winner of the GreenTec Awards in 2017. – More under: iQ Power