Ad-hoc announcements

Here are the 10 latest news. Earlier ones see   Ad-Hoc Archive

 

 

Reverse Share Split 26:1 / Extraordinary Shareholders´ Meeting, 20 December 2018

 

Zug, Switzerland, 19 November 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 an Extraordinary Shareholders’ Meeting to take place in Zug, Switzerland, on 20 December 2018 at 8:30am CET to approve a reverse share split 26:1.

The Board of Directors proposes that the shareholders approve the merger between iQ Power Licensing AG (as transferring entity) and its wholly-owned Swiss subsidiary iQ International AG (as surviving entity) according to the terms of the merger agreement dated 19 November 2018 and based on the audited merger balance sheet of the Company as of 7 November 2018. As part of such merger, the structuring of the share capital of iQ International AG would effectuate a reverse share split at a ratio of 26:1. The merger would be carried out in line with the provisions of the Swiss Merger Act.

The reverse share split aims at improving the tradability of the shares and is a step to a potential listing on a public law regulated market in the future.

The merger documentation will be available to shareholders for inspection at the company’s as well as at iQ International’s offices at Metallstrasse 6, 6300 Zug, Switzerland, (and will be available for download on the Company’s website (www.iqpower.com/en/content/merger). The merger documentation includes the interim balance sheet of iQ Power Licensing AG as of 7 November 2018. The interim balance sheet shows the company financials post-integration of the company Engenavis, which will be publicly announced in accordance with legal requirements. The interim balance sheet shows total assets of CHF 37,8 million and equity of CHF 22,4 million. For details please refer to the company website as noted above.

It is anticipated that the proposed merger will be consummated and filed upon its approval by the relevant shareholders’ meetings and that the shares of the surviving entity, iQ International AG, will be admitted for trading on the unregulated market segment “Open Market” (“Freiverkehr”) of Börse Berlin (Germany) under the trading symbol “IQL”.

 

 

Share capital increase from new US subsidiary completed as planned

  • Engenavis Inc., Delaware/USA, is now 100% subsidiary of iQ Power Licensing AG

Zug, Switzerland, 08 November 2018 – iQ Power Licensing AG (ISIN: CH0268536338; WKN/Security Number: A14M1C; Symbol: IQL) a developer and marketer of green technologies for mobile power solutions and licenses in these technologies, announces the registration of the remaining shares from all individual Engenavis shareholders in exchange for shares of iQ Power Licensing AG.

On October 2, the first batch of the capital increase approved at the Annual General Meeting (AGM) of September 28 were registered. In this first batch, 12’976’311 Engenavis shares were exchanged for 285’478’842 iQ shares, which resulted in a share capital of CHF 6’273’497.38 and 627’349’738 issued shares.

On November 8, the second batch of the capital increase approved at on the AGM of September 28 were registered. In this second batch, 2’682’279 Engenavis shares will be exchanged for 59’010’138 iQ Power Licensing shares. After the second registration iQ Power Licensing will have a share capital of CHF 6’863’598.76 and a total of 686’359’876 shares issued and outstanding.

Shareholders who previously owned Engenavis shares, will then own 344’488’980 iQ Power shares, representing 50,2% of total outstanding shares of iQ Power Licensing.

The new Engenavis subsidiary brings additional technologies to iQ Power Licensing. Most significant of their product portfolio are a waste to energy and vehicle anti-idling technologies. The valuation, which was performed by an expert US appraisal company, shows a risk discounted value of approximately USD 88 million for Engenavis Inc. The new technologies reduce the risk profile of iQ Power Licensing, while multiplying the earnings potential.

 

Important multi-million USD interim financing completed

 

  • All conditions for the disbursement of the interim financing of $ 14 million have been fulfilled
  • iQ Power Licensing acquires a 51% majority stake in an established Western European battery factory
  • First funds to acquire majority of the EU battery manufacturer already paid
  • Funds will serve new technologies and manufacturing facilities for the BFF Battery-Factory-of-the-Future concept, as well as building production for N4 Power's KinetiCharger anti-idle system of iQ Power's US amalgamation partner Engenavis Inc.

 

Zug, Switzerland, October 17, 2018 – iQ Power Licensing AG (ISIN: CH0268536338; WKN/Security Number: A14M1C; Symbol: IQL) a developer and marketer of green technologies for mobile power solutions and licenses in these technologies, announces the completion of a major multimillion USD financing deal. All prerequisites for financing have been met. This includes, in particular, the acquisition of the majority stake in a Western European battery manufacturer.

The USD 14 million financing follows the amalgamation of iQ Power Licensing with the US partner Engenavis Inc. of Delaware/USA. The current funding is a bridge loan until the completion of a much larger funding of a large double-digit or even triple-digit million USD funding.

The first funds for acquisition of a 51% majority stake in a West European battery manufacturer have already been paid. The company is an established manufacturer of automotive lead-acid batteries. The battery manufacturer is a well-reputed company with positive cash flow with an annual turnover between 20 million and 40 million Euros and a long-standing large customer base.

The majority stake in the company enables iQ Power to use the factory to implement its "Battery Factory of the Future" concept (BFF). The planned future investments in new processes, technologies and facilities will nearly triple the plant's capacity while greatly boosting profitability. At the same time, the plant will serve as a showcase for battery manufacturers worldwide.

The interim financing agreement also allows financing of the R&D work for and construction of several innovative battery manufacturing technologies (to be announced later), as well as installation of production capacity for the new anti-idle system KinetiCharger of N4 Power at iQ Power´s US amalgamation partner Engenavis.

 

All agenda items approved by a large majority at the Annual Shareholders´ Meeting on September 28, 2018 in Zug

 

  • Share capital increase approved for the proposed amalgamation with Engenavis Inc., Delaware/USA
  • Approval of the proposed amalgamation with Engenavis Inc.
  • Four new members of the Board of Directors approved
  • Board of Directors approve immediate measures for new listing in the regulated market
  • Stock options granted to new financing partners and new key employees

 

Zug, Switzerland, 29 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 the approval of all agenda items at the Annual Shareholders´ Meeting held on September 28, 2018 in Zug. The entire protocol will be published on the company website as soon as all notarial formalities have been accomplished.

Shareholders have paved the way for the amalgamation with Engenavis Inc. The transaction will be final upon the exchange of Engenavis shares for the Corporation’s shares which will be completed within a day or two. Also, the parties are cooperating to consummate the new USD 14 million funding expected shortly from ExWorks, a highly experienced lender to corporations like the combined Engenavis and iQ Power Licensing. This closing is anticipated within two weeks.

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 valuation of Engenavis Inc., recently done by a highly respected expert appraiser of US companies like Engenavis,  resulted in a discounted value of approximately USD 88 million. This report was audited by the Swiss auditors for iQ Power Licensing. Post-amalgamation iQ Power Licensing shareholders will have slightly over 49% of the new company, and Engenavis stockholders will, have slightly above 50%.

Four new members have joined the Board of Directors of iQ Power Licensing AG: Mr. George Weiss, CEO of his private investment firm Beechtree Capital, LLC and Executive Chairman of Engenavis, will serve as the new Chairman of the Board. New Board members will also be Bob Sullivan, who is the current CEO of iQ Power Licensing (Mr. Sullivan will also serve as Vice Chairman of the Board), Jim LoPresti as COO and Scott Anchin (CFO) while Mr. Won-Lak Choi will remain on the Board of Directors. Special thanks were given to the out-going long-serving Chairman of the Board, Dr. Raymond Wicki. Thanks were also given to Mr. Bernhard Rose and Mr. Darwin Sauer who are now no longer Board Members.

In one of the first actions of the new Board of Directors, funding was approved for preparation of a prospectus and to take all actions necessary for the new listing of the combined corporation on the Berlin regulated market. The regulated market listing will also allow trading on the Frankfurt XETRA exchange.

The Board approved options for key new employees and the new financial partners, ExWorks Inc., who is providing the USD 14 million bridge loan as well as Linesight 360 which will seek major USD funding for the new innovative technologies of the company as well as other financial firms and others who raised funds to achieve the amalgamation. The options will be issued at market price.

With this news published all exchange agreements signed by iQ Power stockholders are cancelled and shares can be traded immediately as usual. All iQ Power shareholders who signed such an exchange agreement in late April this year will also be notified individually in writing shortly.

 

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.

 

 

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: www.iqpower.com/en

 

 

Amalgamation of US green technology company into iQ Power / Annual Shareholders´ Meeting end of September

 

  • Annual Shareholders’ Meeting on Sept. 28, 2018 in Zug
  • Board of Directors approval for purchase of green technology company in USA through share exchange
  • Share purchase planned at EUR 0,07/share equivalent
  • Bridge loan of USD 14 million to iQ Power Licensing for new business initatives to be followed by large equity capital
  • iQ Power Licensing AG to be re-named iQ Power Technologies AG
  • Parallel listing on Frankfurt and Berlin Exchange planned; later NASDAQ
  • Reverse Split of 23:1 and company headquarters move to Zurich planned
  • Deal contingent on final due diligences and shareholder approval

 

Zug, Switzerland, 07 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 that the Board of Directors has approved an offer for an amalgamation with a green technology company in USA. iQ Power Licensing AG (IQPL) will be the surviving company and the CEO will be Bob Sullivan.

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 or 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 future iQ Power Technologies 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. 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. Thereafter, further expansions are in the planning phase.

A valuation for Engenavis is now being performed and must be audited and approved by the IQPL auditors, Price Waterhouse Coopers, Zurich. The valuation of ENG is anticipated at an excess of USD 35 million. Post-amalgamation, iQ Power Licensing shareholders will have approximately 49% of the new company, compared to 40% planned previously, and ENG will be merged at a value of around 51% of the new company, which is calculated at EUR 0,07 per share as being announced.

Shareholders of IQPL stock who signed share exchange agreements in late April, will be notified of cancellation, at the latest, following the upcoming ordinary shareholders’ meeting.

The USD 14 million financing, as well as the valuation of Engenavis, are subject to a detailed examination, known as Due Diligence. Following satisfactory conclusion of the Due Diligence and shareholder approval, the amalgamation and financing will be executed. In order to understrike the sincerity of the agreement, Engenavis has financed, in advance, all costs for the upcoming shareholder´s meeting and legal costs for the transaction.

Following the transaction, the new company iQ Power Technologies AG (iQPT) will apply to be listed as soon as possible in 2018 on Regulated Market of the Berlin Stock Exchange and also be traded on the Frankfurt XETRA platform. The listing on the NASDAQ exchange in the USA is planned for 2019 or 2020. A possible listing in Singapore is being considered.

In order to have an optimal number of shares in the new company, iQ Power Technologies AG, a reverse split of 23:1 is planned. To accomplish the reverse split, it is necessary to move the company headquarters to the Canton of Zurich. This measure is subject to the final approval of the Federal Commercial Register in Bern, which is expected prior to the Annual Shareholders’ Meeting. After the reverse split, there will be approximately 30 million shares outstanding with an anticipated value of EUR 3,00.

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 invitation for the Annual hareholder`s Meeting 2018. Due to organizational reasons, no internet video transmission of the Annual Shareholders’ Meeting will be available this time. Please ignore this option in the registration form in the invitation material.

Bob Sullivan, CEO of iQ Power Licensing, states, “Although the deal has been delayed, the change is positive for the current iQPL shareholders. I still adamantly maintain, that this is a once-in-a-lifetime opportunity for iQPL and its shareholders. The bundling of new business opportunities and the enabling of new business drivers by a large investment will create a company that is an attractive investment vehicle for large international institutional investors. Having a broad and experienced management team, an experienced capital markets executive as interim CFO, and George Weiss as a well-known executive with a sterling track record for creating shareholder value will ensure the success of the consolidated company.” 

 

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: www.iqpower.com/en

 

Information on planned M&A process: Financing secured; new company structure

  • New European holding company to become new majority shareholder in iQ Power
  • Change of plan necessary to achieve quick listing creates new timing for M&A process
  • The change of plan results in higher legal security, lower operating costs, less complexity and greater opportunities for revenue growth of iQ Power technologies
  • Financing of the new company structure is secured, awaiting necessary legal actions to implement change

Zug, Switzerland, 26 July 2018  –  iQ Power Licensing AG (ISIN: CH0268536338; WKN/Security Number: A14M1C; Symbol: IQL) a developer and licensor of technologies for environmentally friendly and technologically innovative starter batteries for motor vehicles, announces an important information about the upcoming M&A of iQ Power Licensing AG.

Management of iQ Power Licensing has been informed by the expected new investor, Engenavis Inc., Delaware/USA, that a new structure for the M&A will be required in order to speed up the listing of the new company on the exchanges in Germany, including Frankfurt XETRA.

Individual shareholders of Engenavis Inc. will establish a new European holding company, likely to be named iQ Tech Limited (IQT) to be the new shareholder in iQ Power Licensing, instead of the US company, Engenavis Inc., as planned previously. This new development is the result of a very long process to achieve a quick listing for all shareholders. The breakthrough occurred only yesterday following confirmation from US tax and legal experts regarding the possibility of the new corporate structure.

Although a financing from a US-based fund is available, the investment must wait until the legal issues are settled for the new holding company. This may take several weeks. During this time, additional competitive offers for financing will be entertained, in order to achieve the best result for the new company.

It has proven very difficult to achieve a listing for the US company in Germany due to the complexities of US securities regulations and tax laws. The new European company, most likely to be located in the Republic of Ireland, will not face such difficulties. The new structure reduces the complexity of dealing with a US company and enjoys the benefits of EU law. In the last 2 years, the US legal and political environment has become less predictable and subject to rapid, unexpected and bewildering regulatory changes.

Besides the shares purchased from iQ Power Licensing AG, the new holding company (IQT) will own the rights for international sales for the Waste Recovery System (WRS) technology and the Mobile Energy Storage units (HIVE). Engenavis Inc. will retain the rights for the N4 KinetiCharger anti-idling equipment and related technologies as well as the Waste Recovery System sales for the area of North America. The separation will greatly reduce management complexity and overhead costs. IQT will have less diverse technologies. Therefore, the more focused company, IQT,  will have easier access to financing for new exciting projects now in discussion utilizing iQ Power technology.

Creating the new structure means that the current deadline for the share purchase of July.26th, 2018 is no longer relevant. Cancellation of the existing share exchange agreements will occur simultaneously to signing new share exchange agreements for the new holding company iQ Tech (IQT).

Following the establishment of IQT, the same deal as envisaged in April 2018 will take place:

  • The Board of Directors of iQ Power Licensing will be asked to approve a similar investment contract as approved in April.
  • Shareholders of iQ Power Licensing will be asked to conclude new voluntary share exchange agreements with the new holding company IQT. 
  • A capital increase will be requested for approval at the Annual Shareholders’ Meeting of iQ Power Licensing, which will be held as soon as all legal matters can be organized.

Following the share purchase and capital investment, the new holding company iQT, will apply to be listed on the German regulated market as soon as possible and execute the share exchange agreements. A listing on the regulated market will allow trading also on the Frankfurt electronic exchange, XETRA. Following acceptance on the German regulated market, the Board of Directors of IQPL will resolve to de-list IQPL and shareholders can exchange shares for IQT soon as possible thereafter, a listing on the NASDAQ stock exchange and a major Asian stock exchange is currently planned.

 

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: www.iqpower.com/enIn

iQ Power Licensing publishes Annual Results 2017

 

  • Revenue from license business increased in the second half of 2017 by 85% compared to the first half of 2017
  • Total annual revenue 2017 was CHF 686´000
  • Earnings from operating business in the second half of 2017 improved by CHF 0.5 million over first half 2017
  • New business models developed to increase revenue and profitability
  • Anticipated entry of new majority shareholder in mid-2018 with funding of EUR 14 million at EUR 0,07 per share will create totally new operational environment

 

Zug, Switzerland, May 12, 2018  –  iQ Power Licensing AG (ISIN: CH028536338, WKN: A14M1C / Symbol iQL), the developer and marketer of technologies and their licenses for environmentally friendly and technologically leading starter batteries for motor vehicles, publishes the figures for the fiscal year 2017 and gives an overview of the current and future business.

 

Business Operations

Activities in South Korea in the second half of 2017 was dedicated to further expanding the production capacity and improving the reliability of the production of iQ Power´s Korean licensee iQ Power Asian Inc. In Q4 2017, the strategic Canadian partner of iQ Power Licensing AG, Discover Energy Corporation (DEC), officially took over the factory of the South Korean Licensee and re-named it Discover Mixtech Manufacturing Corporation (DMC). The CEO is the co-owner of DEC, Mr. Steve Nam, a Canadian citizen with roots in South Korea.

During the second half of 2017 the production capacity increased, however DMC failed to achieve the ambitious targets, which iQ Power Licensing had anticipated in the first half of 2017. New equipment is continuing to be installed for a second production line and a large increase in capacity and sales is anticipated for 2018. It should be noted that in addition to batteries with the iQ Power mixing technology, Discover Mixtech Manufacturing also produces products without this special feature to meet customer requirements for budget batteries with limited warranty.

In 2017 a close cooperation was started with a leading German developer of battery production technology for a new battery production machinery. The partnership resulted in a joint patent with iQ Power Licensing for a groundbreaking machine for the production of lead-grids for batteries for automotive and stationary applications.

Developments for other areas of battery production has led to iQ Power Licensing introducing a new concept battery factory called ´battery factory of the future`. Factories based on this concept will be able to produce batteries in less than half the time of conventional battery factories and save more than 25% of energy costs. This factory will also integrate the electrolyte mixing technology of iQ Power plus other new technologies currently under development at iQ Power and its partners. It will result in battery cycle life being increased by four times or more versus conventional batteries at only a small on-cost. The new concept battery factory with its advanced new production technologies also applies to the production of AGM batteries.

 

Financial Results

The results of the second half year of 2017 were in line with expectations, with no major unusual expenses.

The net revenue for the second half was CHF 445´000, an increase of 85% versus the first half of 2017. The revenue increase came from the strategic licensee, Discover Mixtech Manufacturing Corporation in South Korea, which was able to increase capacity and sales. Total year sales were CHF 686´000.

The net revenues are a combination of license margin from plastic parts for the mixing devices and license income.  

The loss from on-going operations for the second half of 2017 was CHF 451´000, which is a great improvement to the first half of 2017 (CHF -1´110´000). The improvement came from improved revenues and lack of extraordinary expenses, as occurred in the first half of 2017. For the total year, the loss was greatly reduced, from CHF 4.244 million in 2016 to CHF 1.567 million. As noted in earlier reports, the write-down of the participation in the South Korean factory weighed on earnings greatly in 2016.

In the first half of 2017 losses after tax were higher than would normally be anticipated due to non-operational losses. These negative profit events included a non-cash write down attributable to currency losses as the Swiss Franc weakened significantly against the Euro. iQ Power Licensing AG has almost EUR 3 million in financial assets, which must be adjusted for exchange rate differences to the balance sheet currency, the Swiss Franc.

In the first half of 2017, there was also unanticipated non-cash expense of CHF 192´000 from a write-off of the investment in the small industrial battery company in Germany.

The total assets of the company were largely unchanged from the first half of 2017 at CHF 4.5 million. The equity as a percent of total assets was 17%. The cash balance of the company was adequate at CHF 253´000.

 

Outlook for 2018

The anticipated entry of a new majority shareholder in mid-2018 will create a totally new operational environment for iQ Power Licensing. The funding of at least EUR 14 million will allow rapid expansion and productive implementation of the new business opportunities developed in 2017.

The introduction of new financial resources will allow for quick realization of the new businesses and will lead to a profit for the iQ Power Licensing AG in the second half of 2018. A new era of financial stability and explosive earnings growth is foreseen by the management.

The factory in South Korea will continue to dominate income for the first half of 2018. Following the full implementation of the projected new assembly line in 2018, the sales volume is set to increase and provide stable cash flow to iQ Power Licensing.

The newly created business division for consulting services for consulting and implementation of new battery factories and production facilities will contribute to income in the second half of 2018. Negotiations for a first customer from the Middle East have been recently concluded, as announced separately, and the customer is now waiting for final approval of the expected financing of the new plant by the central authorities, which is assured but takes time in such countries.

 

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: www.iqpower.com/en

 

Shareholders approve major steps in proposed company merger with Engenavis

 

  • Resolution for capital increase with 72% majority approved at the Extraordinary Shareholders’ Meeting
  • Share exchange agreements for over 170 million shares signed
  • Engenavis will have slightly over 67% of iQ Power Licensing after capital increase and execution of share exchange agreements
  • Due Diligence and receipt of funds still required to fulfill the conditions of merger

 

Zug, Switzerland, 27 April 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 the approval of the capital increase of 260 million shares at EUR 0,07 per IQPL share which is a key step for the merger with the green technology company in USA, Engenavis Inc., headed by star investor, George Weiss.

Approximately 170 million votes or 72% of the attendees were cast for the resolution at the Extraordinary Shareholders’ Meeting on April 27th in Zug.

In addition, Share Exchange Agreements have been signed to exchange over 170 million shares of iQPL shares for Engenavis shares. Combined with the share purchase of 200 million shares by Engenavis in the upcoming capital increase, Engenavis Inc. will possess slightly over 67% of current outstanding shares in the iQ Power Licensing AG.

All other major requirements on the side of iQ Power Licensing have been achieved, however further steps are necessary to achieve the merger. They include a successful conclusion to the on-going Due Diligence process by the end of May, 2018 and the conclusion the capital increase, anticipated for June this year. Following the conclusion of the capital increase, Engenavis will immediately apply for a new listing in Germany. Within approximately three months, trading of the new company will start and, following a six month notification period, the current shares of iQPL will be de-listed.

 

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: www.iqpower.com/en

 

Merger of iQ Power Licensing AG into green technology company in USA

 

  • Board of Directors approve offer for merger with green technology company Engenavis in USA
  • Investment of minimum USD 17 million into iQ Power Licensing for new business initatives at EUR 0,07 / share
  • USA company, Engenavis Inc., headed by Wall Street star investor George Weiss
  • Merged new company will be named iQ POWER Inc.
  • Listing on Frankfurt General Standard and NASDQ planned
  • Complete merger into USA company planned at EUR 0,108 / share equivalent
  • Deal contingent on voluntary share exchange, shareholder approval and due diligence

 

Zug, Switzerland, 04 April 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 the Board of Directors approve offer for merger with a green technology company in USA.

The merger partner 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 or mobile solar energy units. The technology section for no emission waste and used tyre recycling Toterra will be a subsidiary and a legally separate business unit.

The company has committed investment from a Wall Street institutional investor for USD 35 million or more, of which USD 17 million or more will be directly invested into iQ Power Licensing AG (IQP) for business expansion. The expansion plans shall be detailed in a separate report. The investment from the Wall Street institutional investor was based on a post-investment and post-merger valuation for Engenavis  of an estimated USD 120 million. iQ Power Licensing will be merged at a value of 38% of the new company, which will equal EUR 0,108 per share post-dilution.

Shareholders of IQP stock will be requested to sign share exchange agreements in advance of the upcoming extraordinary Shareholders’ Meeting (ESM) in late April. The exchange agreements will only go into effect at completion of the entire transaction. A 2/3 majority of ESM attendees and proxies will be required to approve creation of up to 260 million shares of share capital at EUR 0,07/share for the transaction. The transaction will take place as a private placement, limited to 10 subscribers including Engenavis, whereas Engenavis will take at least 200 million shares.

Following the transaction, the new company iQ POWER Inc. will apply to be listed as soon as possible in 2018 on the OTC in the USA and/or an OTC in Germany.  The listing on the Frankfurt General Standard and also on the NASDAQ exchange in the USA is planned for 2019. A possible listing in Singapore is being considered.

The shares of iQP will be de-listed around the same time as the new listing for iQ POWER Inc. comes into force. Shares not exchanged will continue to be valid, but cannot be traded on a public stock exchange thereafter. Following exchange of 90% of the old iQP shares into iQ POWER Inc., a 100% merger will be enacted.

In the next 60 days both companies will engage in a detailed examination, known as Due Diligence, of the other company. Following satisfactory conclusion of the Due Diligence and share exchange and shareholder approval, the agreement will be binding on all parties. In order to understrike the sincerity of the agreement, a USD 300.000 break-up fee for both parties has been agreed.

Bob Sullivan, CEO of iQ Power Licensing, states, “this is a once-in-a-lifetime opportunity for iQP and its shareholders. The bundling of new business opportunities and the enabling of new business drivers by a large investment will create a company that is an attractive investment vehicle for large international institutional investors. Having a broad and experienced management team and a well-known executive with a sterling track record for creating shareholder value will ensure the success of the merged company.”
 

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: www.iqpower.com/en