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. --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------
DGAP-Adhoc: iQ Power AG Announces Details of the Pending Convertible Bond Issue
| Source: EQS Group AG