Electric Fuel Completes a $3.5 Million Secured Convertible Debenture Private Placement.Business Editors NEW YORK--(BUSINESS WIRE)--Jan. 6, 2003 Investors also purchase 1,625,000 shares from shareholder in private placement; Company reduces liabilities by $1,100,000 Electric Fuel Corporation (NasdaqNM: EFCX) announced today the successful placement of an aggregate of $3.5 million principal amount of secured convertible debenture Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. with three institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. . The investors also received 3.5 million warrants to purchase shares of Electric Fuel's common stock, that, if exercised in full, could bring the Company an additional $3.1 million in proceeds. As of January 6, 2003 the Company has a cash position of approximately $5 million. The Company also announced that the institutional investors purchased 1,625,000 of Electric Fuel shares held by the IES Group of companies controlled by Haim Geyer, from which Electric Fuel purchased its IES subsidiary last year. The IES group also gave the purchasers an option to purchase up to an additional 1,500,000 of their shares and agreed to refrain from trading in the Company's stock for a period of nine months. In addition the restructuring of the agreements with the IES group and the former CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. has reduced the Company's liabilities by approximately $1.1 million. Net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the private placement will be used to help ensure the successful re-positioning of Electric Fuel as a supplier of portable power solutions for the military. The Company plans to expand its military battery operations, for which it received its first $2.5 million US Army contract last month. Proceeds will also be used to aid in the expansion of the profitable MDT MDT abbr. Mountain Daylight Time MDT (in the US and Canada) Mountain Daylight Time MDT n abbr (US) (= mountain daylight time) → and IES subsidiaries. Electric Fuel Chairman, President and CEO Robert S. Ehrlich said, "We view these developments as a clear vote of confidence in our new defense and security direction. We now have a stronger balance sheet, stock that had been overhanging the market has moved to significant institutional investors whose investment is an endorsement of our strategic shift to defense and security, and we have significantly reduced our 2003 obligations. Our new investors have taken a significant debt and equity position, and this will allow us to move into 2003 with a focus on growing our defense and security business." The convertible debentures bear interest at a rate of 9% per annum Per annum Yearly. , with a maturity date of June 30, 2005, and are convertible into shares of Electric Fuel's common stock at a conversion price of $0.75 per share, adjustable only in the event of a stock split or similar extraordinary activity. The investors also received 3.5 million warrants to purchase shares of Electric Fuel's common stock, at prices ranging from $0.84 to $0.93. The convertible debentures are secured by substantially all the U.S.-owned assets of Electric Fuel, including the assets of IES Interactive, a wholly-owned subsidiary, and Electric Fuel's stock in MDT Protective Industries Ltd, a majority-owned subsidiary majority-owned subsidiary A firm in which more than 50% of outstanding voting stock is owned by the parent company. . The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration under the Securities Act and applicable state securities or an applicable exemption from the registration requirements of such act. Conference Call Electric Fuel Corporation will hold a special conference call on Wednesday, January 8, 2003 at 10:00 AM EST EST electroshock therapy. EST abbr. electroshock therapy . To take part in the conference call, please call 1 (800) 231-9012 (U.S.) or + 1 (719) 457-2617 (International) a few minutes before the 10:00 AM EST start time. For your convenience, an instant replay will be available Wednesday, January 8, 2003 at 1:00 PM EST until Friday, January 10, 2003 at 8:00 PM EST. The replay telephone number is 1 (888) 203-1112 (U.S.); +1 (719) 457-0820 (International) and the confirmation number is 666794 About Electric Fuel Electric Fuel Corporation (www.electric-fuel.com) is a world leader in primary and refuelable zinc-air fuel cell technology, pioneering advancements in battery technology for defense and security products, military applications and electric vehicles. Through its IES subsidiary, the Company develops, manufactures and markets advanced high-tech multimedia and interactive digital solutions for the training of military, law enforcement and security personnel, and through its majority owned MDT subsidiary, the Company uses state-of-the-art lightweight materials and engineering processes to armor vehicles for the military, special forces and private concerns. Electric Fuel has corporate and sales offices in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and Denver with research, development and production subsidiaries in the United States and Israel. Except for the historical information herein, the matters discussed in this news release include forward-looking statements, as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, as they are subject to various risks and uncertainties that may cause actual results to vary significantly. These risks and uncertainties include, but are not limited to, risks relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc : product and technology development; the uncertainty of the market for Electric Fuel's products; changing economic conditions; delay, cancellation or non-renewal of purchase orders; significant future capital requirements Capital requirements Financing required for the operation of a business, composed of long-term and working capital plus fixed assets. ; the Company's ability to quickly and smoothly execute the change in leadership as a result of its former CEO's resignation; and other risk factors detailed in Electric Fuel's most recent Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 2001, Electric Fuel's most recent Quarterly Report on Form 10-Q Form 10-Q See 10-Q. , and other filings with the Securities and Exchange Commission. Electric Fuel assumes no obligation to update the information in this release. Reference to the Company's website above does not constitute incorporation of any of the information thereon into this press release. |
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