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xG Technology Inc. (XGT)


Tuesday 10 September, 2013

xG Technology Inc.

Issue of Equity

RNS Number : 5959N
xG Technology Inc.
10 September 2013

September 10, 2013



xG Technology, Inc.

 ("xG", "xG Technology" or the "Company")


Conversion of Bridge Loan; Application for Admission of Shares


xG Technology, a developer of wireless communications and spectrum sharing technologies, is pleased to announce that, following the exercise of conversion rights at the time of the Company's NASDAQ listing and US public offering on July 19, 2013, the outstanding balance of $11,429,728 in principal and accrued interest and fees under the subscription agreement and convertible promissory note (the "Bridge Loan") dated January 16, 2013 has been converted at a price of $5.225 per new share of $0.00001 each in the common stock of the Company ("Share"). Accordingly, the Company has issued 2,187,529 new Shares to more than 30 shareholders, including George Schmitt, Executive Chairman of the Company, family entities or trusts related to Richard Mooers, a Director of the Company, and the wife of John Coleman, a Director and CEO of the Company.

Application is, therefore, being made for admission of 2,187,529 new Shares to trading on AIM. It is expected that admission of the new Shares will become effective on or about September 16, 2013. The new Shares will trade under the XGT symbol.

Following the issue of the new Shares, MB Technology Holdings, LLC ("MBTH") holds a total of 4,593,570 Shares, representing 41.59% of xG's enlarged issued and outstanding share capital of the Company (the "Enlarged Capital"), George Schmitt holds directly in his own name a total of 1,220,223 Shares representing 11.05% of xG's Enlarged Capital, family entities or trusts related to Richard Mooers hold directly a total of 359,900 Shares, representing 3.26% of xG's Enlarged Capital and John Coleman and his family hold directly a total of 11,005 Shares, representing 0.13% of xG's Enlarged Capital. In addition, MB Merchant Group, LLC, a merchant bank partly owned by family entities or trusts related to Richard Mooers, has a 75.09 percentage interest in MBTH and George Schmitt has a direct 6.16% ownership interest in MBTH and has been granted an option to purchase MBTH shares sufficient to give him an additional 5% of the equity ownership of MBTH shares and its subsidiaries.

Note: Following the issue of the new Shares referred to above, the Company's issued share capital will comprise 11,047,828 Shares, each Share having equal voting rights. The Company holds 2,286 Shares in treasury. Therefore, the total number of Shares with voting rights will be 11,045,542. 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

(Nominated Adviser and Joint Broker)

Nick Naylor

+44 20 3328 5656

Mark Connelly

+44 20 3328 5656

First Columbus LLP (Joint Broker)

Chris Crawford

+44 20 3002 2070

Fusion PR (Media and Analyst Relations)



David Worthington

+1 212 651 4200



xG Technology, Inc. develops a broad portfolio of intellectual property to make wireless networks more intelligent, accessible, affordable and reliable. The company has created xMax, a patented all-IP cognitive radio technology that enables spectrum sharing. xMax can solve the crisis facing the wireless industry caused by data-hungry devices and applications that are straining network capacity. It eliminates the need to acquire scarce and expensive licensed spectrum, thus lowering the total cost of ownership for wireless broadband access. xG's goal is to help wireless broadband network operators make more efficient use of their spectrum allocations and to create new opportunities for innovation in unlicensed spectrum. The xMax cognitive radio system incorporates advanced optimizing technologies that include spectrum sharing, interference mitigation and self-organizing networks. xG offers solutions for numerous industries worldwide, including urban and rural wireless broadband, utilities, defense, emergency response and public safety.

Based in Sarasota, Florida, xG has over 60 U.S. and over 140 international patents and pending patent applications, and its technology is available for licensing in both domestic and foreign markets. xG is a publicly traded company listed on the NASDAQ Capital Market and on the London Stock Exchange's Alternative Investment Market (AIM). On the NASDAQ, xG common stock is traded under the symbol XGTI and xG warrants are traded under the symbol  XGTIW. On the AIM, xG's unrestricted shares trade under the stock symbol XGTU.L and xG's restricted 'Reg S' shares trade under the stock symbol XGT.L.

For more information, please visit


Cautionary Statement Regarding Forward Looking Statements


Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties.  These statements include but are not limited to statements regarding the intended terms of the offering, closing of the offering and use of any proceeds from the offering. When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan," "target", "intend" and "expect" and similar expressions, as they relate to xG Technology, Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.



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