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OAK PARK, MI, Aug. 21 /CNW/ - Azure Dynamics Corporation (TSX: AZD & LSE:
ADC) ("Azure" or the "Company"), a leading developer of hybrid electric and
electric powertrains for commercial vehicles, is pleased to announce a private
placement offering of up to 100,000,000 common shares at a price of CDN$0.25
per common share (the "Issue Price") for gross proceeds of up to
CDN$25,000,000 (the "Offering").
As part of the Offering, the Company will issue up to 74,000,000 common
shares at the Issue Price to three pension funds managed by Shell Asset
Management Company B.V. ("SAMCo") (a European pension fund asset manager) for
gross proceeds of CDN$18,500,000.
Concurrent with the private placement to SAMCo, Azure Dynamics will offer
up to approximately 26,000,000 common shares at the Issue Price by way of a
brokered private placement in Canada and the United Kingdom for gross proceeds
of up to CDN$6,500,000. Raymond James Ltd. is acting as agent to Azure in
Canada, and Numis Securities Limited is acting as agent to Azure in the United
Kingdom and certain other foreign jurisdictions, in connection with the
Scott T. Harrison, Chief Executive Officer for Azure Dynamics said, "This
financing will allow us to continue execution of the product development and
commercialization efforts for the significant market opportunity we are
Closing of the Offering is expected on or about August 27, 2008.
In connection with the UK brokered placing, Numis Securities Limited has
agreed conditionally to use its reasonable endeavours to place up to
10,000,000 common shares with institutional investors at the Issue Price. The
placing agreement is conditional upon, amongst other things, the proposed
investment by SAMCo proceeding and admission of the shares to be issued
pursuant to the Offering to trading on AIM. The placing agreement is
terminable in certain circumstances up until the time of admission, including
for a breach by the Company of its obligations under the placing agreement or
on the occurrence of either an event force majeure or material adverse change
in the condition of the Company.
The Offering is also subject to the receipt of all necessary regulatory
approvals, including the approval of the Toronto Stock Exchange and admission
of the new common shares to trading on the AIM market of the London Stock
The Company has applied for up to 100,000,000 common shares to be
admitted to trading on the AIM ("Admission"). Admission of up to 84,000,000
shares, representing the UK portion of the Offering together with the SAMCo
shares, is expected to occur on August 27 2008 with the admission of up to
16,000,000 shares, representing the Canadian portion of the Offering expected
to occur on August 28 2008.
The subscription for up to 74,000,000 common shares by SAMCo is the
subject of certain warranties between SAMCo and the Company and SAMCo has the
right prior to Admission to withdraw its investment in the event of a material
breach of those warranties. The amount of SAMCo's subscription will be
determined by the take up of shares in the brokered private placement such
that SAMCo's total holding in Azure Dynamics does not exceed 19.75% of the
issued share capital of the Company.
The Company plans to use the net proceeds of the Offering to fund its
ongoing product development and commercialization efforts as well as general
corporate purposes. The net proceeds of the Offering, in combination with
anticipated cash flows contemplated by the Company's current business plan,
are expected, by the Directors, to satisfy the Company's current working
About Azure Dynamics
Azure Dynamics Corporation (TSX: AZD) (LSE: ADC) is a world leader in the
development and production of hybrid electric and electric components and
powertrain systems for commercial vehicles. Azure Dynamics is strategically
targeting the commercial delivery vehicle and shuttle bus markets and is
currently working internationally with various partners and customers. The
Company is committed to providing customers and partners with innovative,
cost-efficient, and environmentally friendly energy management solutions.
For more information, please visit www.azuredynamics.com.
The TSX and LSE Exchanges do not accept responsibility for the adequacy
or accuracy of this release.
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for the
Company and for no one else in relation to the Offering and will not be
responsible to anyone other than the Company for providing the protections
afforded to their clients or for providing advice in relation to the Offering
or any other matter referred to in this announcement.
Forward Looking Statements
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning Azure
Dynamics' business development strategy, projected commercial revenues and
The forward-looking statements are based on certain key expectations and
assumptions made by Azure Dynamics, including expectations and assumptions
concerning achievement of current timetables for development programs, target
market acceptance of Azure Dynamics' products, current and new product
performance, availability and cost of labour and expertise, and evolving
markets for power for transportation vehicles.
Although Azure Dynamics believes that the expectations and assumptions on
which the forward-looking statements are based are reasonable, undue reliance
should not be placed on the forwardlooking statements because Azure Dynamics
can give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors
and risks. These include, but are not limited to, the risks associated with
Azure Dynamics' early stage of development, lack of product revenues and
history of losses, requirements for additional financing, uncertainty as to
commercial viability, uncertainty as to product development and
commercialization milestones being met, uncertainty as to the market for Azure
Dynamics' products and unproven acceptance of Azure Dynamics' technology,
competition for capital, product market and personnel, uncertainty as to
target markets, dependence upon third parties, changes in environmental laws
or policies, uncertainty as to patent and proprietary rights, availability of
management and key personnel, and acquisition integration risk. These risks
are set out in more detail in Azure Dynamics' annual information form which
can be accessed at www.sedar.com.
The forward-looking statements contained in this press release are made
as of the date hereof and Azure Dynamics undertakes no obligation to update
publicly or revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise, unless so required by
applicable securities laws.
For further information:
For further information: ON AZURE DYNAMICS: Ryan Carr, Chief Financial
Officer, (248) 298-2403, Email: email@example.com