24th Oct 2008 16:15
Enova Systems, Inc.
24 October 2008
24 October 2008
Enova Systems, Inc. ('Enova', or 'the Company')
This announcement is not for publication, release or distribution, directly or indirectly, in or into Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland or their respective territories or possessions.
Enova Systems, Inc. (LSE: AIM: ENVS for Reg S and ENV for unrestricted common stock)
Eligibility for resale of shares under Reg S (ENVS)
Enova announces that effective Friday, 3 October 2008, all common shares, no par value, under ISIN USU292791113, in the 'REG S' line (symbol:'ENVS') have become eligible to have US trading restrictions removed. Removal of US trading restrictions allows the shares to be:
transferred to the unrestricted trading line (symbol: 'ENV');
transferred to the Company's depositary to facilitate electronic settlement of trades in the Company's shares in CREST; and
sold in the US if the holder elects.
The process to remove the restrictions depends on the initial issuance date of the shares as summarized in this announcement.
July 2007 Placing
Common shares which were issued and admitted to trading on AIM under the ENVS trading line in connection with the placing of the Company's common shares on 1 August 2007 (certificates initially dated 30 July 2007) are governed by the following processes:
The Company has arranged at its expense to remove restrictions from eligible shares. Holders of eligible shares will receive a separate communication from the Company. To participate, holders of eligible shares must deliver the restricted certificate to the Company's transfer agent (Computershare - Channel Islands) by 21 November 2008 and will receive an unrestricted certificate in return.
Holders of eligible shares that to do not provide their restricted certificate to the transfer agent by 21 November 2008 may separately request an unrestricted certificate. However, the holder may be required to bear the expense of obtaining an opinion from a US lawyer that the shares are eligible for resale under Rule 144 or other available exemption under the US Securities Act of 1933, as amended.
April 2008 Placing
Common shares which were issued and admitted to trading on AIM under the ENVS trading line in connection with the placing of the Company's common shares on 3 April 2008 are governed by the following process:
Holders of eligible shares who engage in a bona fide sale of the shares on or after 3 October 2008 may separately request an unrestricted certificate. Evidence of the sale and the restricted certificate must be delivered to the transfer agent in return for an unrestricted certificate. The Company will bear the expense of obtaining an opinion from a US lawyer as to the eligibility of the shares.
On 3 April 2009, a bona fide sale of the eligible shares will no longer be required to remove the restrictions. The Company expects on or about that time to conduct a similar arrangement to remove restrictions from all eligible shares (similar to the process outlined above with respect to the 1 August 2007 placement).
Upon removing the restrictions, eligible shares will be transferred from the Reg S trading line (ENVS) to the unrestricted trading line (ENV). To comply with applicable US law, the register of all unrestricted shares will be maintained by the Company's registrar, Computershare, through its existing branch in Colorado, US. Any restricted shares will continue to be recorded on a register maintained by Computershare in Jersey.
There currently are 1,944,142 shares in the Reg S trading line attributable to the 1 August 2007 placement (with 273,858 shares separately having restrictions removed as described generally in the Company's 15 February 2008 announcement and in subsequent Reg S Transfer announcements). There currently are 2,131,274 shares in the Reg S trading line attributable to the 3 April 2008 placement. The Company will issue Reg S Transfer announcement describing any full transfer to the unrestricted line.
In conjunction with any request to transfer shares to the unrestricted line, holders will have the opportunity to transfer their unrestricted certificates to Computershare Investor Services (Channel Islands) Limited to facilitate electronic settlement of trades in the Company's shares in CREST.
For any shareholder that does not hold their unrestricted shares through the depositary or a nominee, a Medallion signature guarantee may be required to transfer the shares in the Company. The Medallion signature guarantee program consists predominantly of US financial institution members that guarantee the signature on a share certificate. This process makes it more difficult for a signature on a share certificate to be forged. Medallion signature guarantees may be difficult to obtain outside the US.
Additionally, holders of unrestricted shares consistent with the process summarized in this announcement are eligible to sell their shares in the US.
For further background information on the 'Trading Restrictions' in the Reg S line, please review the Company's 27 March 2008 Issue of Equity announcement.
If shareholders have any general queries about the transfer of their shares from
ENVS to ENV please contact the Company's coordinator, Mr. Gilbert Hernandez, Financial Reporting and Compliance Manager, on +1 310 527 2800.
For further details
Enova Systems, Inc. Tel: +1 310 527 2800
Mike Staran, President and Chief Executive Officer
Jarett Fenton, Chief Financial Officer
Investec Tel: 020 7597 5970
Michael Ansell / Paul Brett
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