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xG Technology Inc. (XGT)


Wednesday 13 March, 2013

xG Technology Inc.

Conversion of MBTH shareholder loan

RNS Number : 8609Z
xG Technology Inc.
13 March 2013

March 13, 2013

xG Technology, Inc.

("xG Technology" or the "Company")

Conversion of MBTH Convertible Promissory Note; Application for Admission of Shares


xG Technology, the developer of a portfolio of wireless communications technologies, including cognitive radio networks, is pleased to announce that, further to the announcement made by the Company on January 21, 2013, the Company having published its audited accounts for the year ended 31 December 2012 , MB Technology Holdings, LLC ("MBTH") has exercised its right under its $15 million convertible shareholder loan announced on May 20, 2011 (the "May 2011 Shareholder Loan") to convert the loan into equity at $0.38 per new share of $0.01 each in the common stock of the Company (each a "New Share") as provided under such convertible shareholder loan (as modified) ("the Conversion"). Accordingly, the Company is issuing 39,473,684 New Shares to MBTH. The Conversion price represents a premium of approximately 35.7 per cent. to the latest closing mid-market price of shares of $0.01 each in the common stock of the Company ("Common Shares") traded under the XGTU stock symbol. The Conversion means that the May 2011 Shareholder Loan agreement has now terminated and MBTH's collateral over the Company's assets has been removed. MBTH will also be issued an additional five million New Shares following the exercise of its conversion rights in accordance with the agreement to induce MBTH to convert early into equity, as announced by the Company on January 21, 2013.


Pursuant to the Conversion, application is being made for admission of 44,473,684 New Shares to trading on AIM. It is expected that admission of the New Shares will become effective on or about March 20, 2013. The New Shares will trade under the XGT symbol.


Following the issue of the New Shares, MBTH will hold a total of 160,774,964 Common Shares, representing 62.8% of xG's issued and outstanding share capital immediately following Admission.



Note: Following the issue of the New Shares referred to above, the Company's issued share capital will comprise 255,981,574 Common Shares, each Common Share having equal voting rights. The Company holds 80,000 Common Shares in treasury. Therefore, the total number of Common Shares with voting rights will be 255,901,574. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.




xG Technology, Inc.

John Coleman, Chief Executive Officer

+1 212 651 4219

Roger Branton, Chief Financial Officer

+1 212 651 4219

James Woodyatt, Investor Relations

+1 954 572 0395

Allenby Capital Limited

oi Jopi)

(Nominated Adviser and Joint Broker)

+44 20 3328 5656

Nick Naylor

+44 20 3328 5656

Mark Connelly

First Columbus LLP (Joint Broker)

Chris Crawford

+44 20 3002 2073

Fusion PR (Media and Analyst Relations)



David Worthington

+1 212 651 4200



xG Technology has developed a broad portfolio of innovative intellectual property that we believe will enhance wireless communications. Its patented intellectual property portfolio covers a wide range of applications, including smart wireless networks that can help address the global wireless spectrum crisis through advanced technology. xG is commercializing some of these technologies to create xMax, a cognitive, or 'smart', radio network system. The Company's technology provides ways to increase the efficient use of spectrum, allowing network operators to offload existing voice or data traffic, reduce dropped calls, and enhance network capacity for their customers. xMax's standards-based IP architecture minimizes network deployment, management and operational costs while simplifying the delivery of high quality fixed and mobile voice and data services. xMax can enhance and extend wireless networks, and provides an economical last mile solution for hard to reach customers and devices. Using field-proven technology, xMax enables the delivery of mobile broadband services to consumers, agencies and enterprises worldwide in both licensed and free unlicensed bands. In the U.S., the Company has 43 patents granted, 16 patent applications pending, and 5 provisional applications pending. Internationally, we have 51 patents granted, 82 patent applications pending, and 10 Patent Cooperation Treaty (PCT) applications. For more information, please visit


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