EX-1 2 ex1.htm PRESS RELEASE DATED FEBRUARY 9, 2006 Press Release Dated February 9, 2006
Exhibit 1

 
logo ADB Systems International Ltd.
302 The East Mall, Suite 300
Toronto, ON M9B 6C7
Tel: 416 640-0400 / Fax: 416 640-0412
Website: www.adbsys.com
(TSX: ADY; OTCBB: ADBYF)
 
For Immediate Release
 
ADB COMPLETES FUNDING ACTIVITIES; RAISES $755,000
 
Toronto, ON - February 9, 2006 - ADB Systems International (TSX: ADY; OTCBB: ADBYF), a global provider of asset lifecycle management solutions, announced today that it has successfully completed its previously announced private placement, securing proceeds of $755,000. The funds will be used to sustain the company’s activities including its joint venture with GE. All figures are $CDN.
 
ADB raised the proceeds through the issuance of secured subordinate convertible debentures to a group of investors comprising of institutional investors, private individuals, and members of ADB’s senior management and board of directors. Approximately 15 percent of the proceeds were contributed by company insiders.
 
Under the terms of the private placement, the investors will be able to convert their debentures at any time during the five-year term into units priced at $0.15, with each unit consisting of one common share and one warrant. The underlying securities are subject to a four-month and a day hold period. Each warrant is exercisable into one common share at an exercise price of $0.20 any time prior to the third-year anniversary of the closing date of the funding. If, after the hold period, the published closing trade price of ADB’s common shares on the TSX is greater or equal to $0.35 for 10 consecutive trading days, note holders will receive notice that their warrants expire in 60 days accordingly. The full exercise of warrants from this arrangement will generate proceeds of up to $1 million for the company.
 
ADB will pay debenture holders 11 percent interest per annum for unconverted debentures over the five-year term. Payment of interest to debenture holders during the first year of the financing arrangement will be made through the issuance of a number of shares of the company equal to the interest payable divided by the 20 day weighted average trading price less permitted discount up to a maximum of common shares issuable in accordance with TSX rules. Accrued interest not satisfied by the issuance of shares will be paid in cash.
 
As a result of the financing arrangement, ADB will issue an estimated 10,585,729 common shares, including 5,033,333 common shares upon conversion of the debentures, 5,033,333 common shares upon the exercise of warrants, which are exercisable at $0.20 subject to the accelerated expiry terms explained above and an estimated 519,063 common shares in lieu of cash interest payments.
 
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ADB completes funding/2
 
ADB’s board of directors, including independent directors, considered the proposed private placement and unanimously passed a resolution approving the terms. ADB has also received conditional approval from the TSX for its financing arrangement.
 
The insider portion to the private placement is exempt from the valuation and minority approval requirements of OSC Rule 61-501 since the fair market value of the private placement is less than 25 percent of the market capitalization of the company. Management felt that closing the private placement as soon as possible following its initial announcement was reasonable in the circumstances.
 
This news release shall not constitute an offer to sell or the solicitation for an offer to buy nor share there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
 
About ADB Systems International Ltd.
ADB Systems International delivers asset lifecycle management solutions that help organizations source, manage and sell assets for maximum value. ADB works with a growing number of customers and partners in a variety of sectors including oil and gas, government, healthcare, manufacturing and financial services. Current customers include BP, GE Commercial Equipment Financing, Halliburton Energy Resources, the National Health Service, permanent TSB, Talisman Energy, and Vesta Insurance.
 
Through its wholly owned subsidiary, ADB Systems USA Inc., ADB owns a 50 percent interest in GE Asset Manager, a joint business venture with GE. ADB has offices in Toronto (Canada), Stavanger (Norway), Tampa (U.S.), Dublin (Ireland), and London (U.K.). The company's shares trade on both the Toronto Stock Exchange (TSX: ADY) and the OTC Bulletin Board (OTCBB: ADBYF).
 
This news release may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws. These include, among others, statements about expectations of future revenues, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause ADB’s ("the Company") results to differ materially from expectations. These risks include the Company’s ability to raise additional funding, develop its business-to-business sales and operations, develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the Company's products and services, competitive factors, new products and technological changes, and other such risks as the Company may identify and discuss from time to time, including those risks disclosed in the Company’s Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that the Company's plans will be achieved.
 
Contact:
At ADB Systems International Ltd.
Joe Racanelli, Chief Marketing Officer
Tel: (416) 640-0400 ext. 273
Fax: (416) 640-0412
E-mail: jracanelli@adbsys.com