DGAP-Adhoc: iQ Power AG Announces Details of the Pending Convertible Bond Issue


iQ Power AG  / Key word(s): Corporate Action

14.11.2011 19:30

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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iQ Power AG Announces Details of the Pending Convertible Bond Issue

  - Volume of up to EUR 5.6 million

  - Conversion price of EUR 0.048; denominations of EUR 5,000; 8% coupon

  - Attractive terms with put option and collateralization

  - Funds will be used to increase working capital and for investments in
    the battery manufacturing and lead recycling plant in
    Bosnia-Herzegovina

Zug/Switzerland, 14 November 2011 - iQ Power AG (ISIN: CH0020609688, WKN:
A0DQVL, Symbol: IQPB), the developer and marketer of eco-friendly and
technologically advanced starter batteries for motor vehicles, announced
today details of its plan to issue a convertible bond.

The board of directors of iQ Power AG has set forth the terms and
conditions for issuing a convertible bond based on the resolutions of 21
September 2011 and 14 November 2011. The offering size will total a maximum
of EUR 5.6 million. The convertible bonds will be available in
denominations of EUR 5,000 or multiples thereof, and will be issued at face
value. This results in a total of 1,120 convertible bonds which
shareholders may subscribe in advance in proportion to their current
shareholdings in iQ Power AG. With a total number of 456,878,276 registered
shares, this means that the ownership of 407,928 registered shares of the
company will allow the subscription of one convertible bond denominated in
the amount of EUR 5,000.

Existing shareholders will be granted advance subscription rights for these
convertible bonds. The subscription period during which shareholders may
exercise their advance subscription rights is scheduled to be the period
from 21 November 2011 up to and including 2 December 2011. The number of
registered shares held by a shareholder as at the official close of trading
on 18 November 2011 will be authoritative for determining the number of
advance subscription rights to which a shareholder is entitled. Existing
shareholders may request additional convertible bonds beyond the number for
which they are entitled based on their advance subscription rights.
However, allocations to portions of the convertible bond issue in excess of
existing advance subscription rights will only be granted if the
shareholders do not make full use of the advance subscription rights to
which they are entitled. There is no right to any allocation of convertible
bonds in excess of the advance subscription rights granted.

No exchange trading of advance subscription rights will take place. 

The board of directors is authorized to offer any unsubscribed convertible
bonds from this offer of advance subscription rights during and after the
above described subscription period to other interested investors at the
same terms as part of a private placement.

All convertible bonds may be converted at any time up to and including 31
December 2016 in accordance with the conversion terms and conditions. The
conversion price will be EUR 0.048. Accordingly, one convertible bond of
EUR 5,000 can be converted into 104,166 registered shares of the company
with a nominal value of CHF 0.03.

The interest on the convertible bond is 8% per year and will be calculated
semiannually as at 30 June and 31 December (the first time as at 30 June
2012) and is projected to be paid out within 20 bank working days after the
respective date the interest is due.

There will be no early redemption of the convertible bonds by the company.
Following the end of the term on 31 December 2016, all bonds that were not
converted will be repaid by not later than 20 January 2017.

All creditors holding convertible bonds will be granted a put option that
authorizes the holder to demand repayment of the convertible bonds by iQ
Power AG on 31 December 2013, 31 December 2014 and 31 December 2015.
Additionally, the redemption of the convertible bonds may be requested due
to a delisting from the regulated market, in the case of a change of
control, or the carrying out of a future capitalization measure in which
the issue price per share is less than EUR 0.045.

In addition, bondholders will be granted a dividend settlement in the event
that iQ Power AG should distribute a dividend during the term of the
convertible bond. The amount will depend on the number of shares that the
shareholder would be entitled to should the bonds be converted.

iQ Power AG agrees to pledge 30.9 percent of the shares in iQ Power Asia
Inc. and over the next 5 years the total of 51 percent of the shares that
are to be acquired in the battery manufacturing and lead recycling company
in Bosnia-Herzegovina to be established as security for the convertible
bonds.

The newly generated funds from the issuing of these convertible bonds will
be used first and foremost to increase the amount of working capital and
for investing in the expansion of the battery manufacturing and lead
recycling plant in Bosnia-Herzegovina. Doing so will enable the company to
significantly increase its battery manufacturing capacity. This will also
allow the company to reduce its exposure to fluctuations in the price of
lead, the main cost driver in manufacturing batteries, and to realize a
number of cost savings.

Steubing AG has served as an advisor to iQ Power AG on this transaction. An
issue prospectus in accordance with Article 652a respectively Article 1156
of the Swiss Code of Obligations containing detailed information about the
convertible bond issue, as well as all the required forms, will be posted
on 16 November 2011 on  the company's website www.iqpower.com. After the
subscription period unsubscribed convertible bonds from the offer of
advance subscription rights will be offered to other interested investors
at the same terms as part of a private placement.

The Board of Directors


About iQ POWER
iQ Power AG is a developer and supplier of innovative starter batteries for
motor vehicles. The products are technologically advanced, deliver greater
efficiency, and are environmentally sound and lighter in weight. The
company's many achievements include the development of the world's first
software-controlled smart car battery. Industrial batteries and system
solutions for electrical energy management in vehicles help round out its
operational portfolio.
The company's operational element is iQ Power GmbH in Chemnitz (Germany),
which is a wholly owned subsidiary of iQ Power AG. Headquartered in Zug
(Switzerland), iQ Power AG is a publicly listed stock corporation whose
shares are traded on the regulated market (General Standard segment) of the
Frankfurt Stock Exchange, over the counter on the securities exchanges in
Berlin, Düsseldorf, Munich and Stuttgart, as well as on Xetra (ISIN:
CH0020609688, WKN: A0DQVL, IQPB).



Company Contact:
iQ Power AG
Metallstrasse 9
6304 Zug
Schweiz
Tel.: +41(0) 41 768 03 63
Fax: +41(0) 41 768 03 68
info@iqpower.com
www.iqpower.com

Investor Relations Contact:
GFEI Aktiengesellschaft
Am Hauptbahnhof 6
60329 Frankfurt am Main
Tel.: +49 (0)69 - 74 30 37 00
Fax: +49 (0)69 - 74 30 37 22
iQPower@gfei.de
www.gfei.de




14.11.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      iQ Power AG
              Metallstrasse 9
              6304 Zug
              Switzerland
Phone:        +41 41 7680360
Fax:          +41 41 768 03 68
E-mail:       investor-relations@iqpower.com
Internet:     www.iqpower.com
ISIN:         CH0020609688
WKN:          A0DQVL
Listed:       Regulierter Markt in Frankfurt (General Standard);
              Freiverkehr in Berlin, Düsseldorf, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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