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Information Memorandum

14th December 2001

$6,048,000
METALS INVESTMENT TRUST LIMITED:
10% SECURED CONVERTIBLE LOAN STOCK
Maturing 15th February 2005

Convertible into 302,703 shares of Metals Investment Trust Limited.

Offered by Metals Investment Trust Limited


2nd Floor, Berkeley Square House
Berkeley Square
London
W1J 6BD

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CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

No securities commission or similar regulatory body has passed upon the merits of the
Secured Convertible Loan Stock [‘Loan Stock’] agreement offered in this Confidential
Offering Memorandum [‘the Offering’]. There may be restrictions on the sale of the Loan
Stock and it must be deemed speculative in nature [refer to ‘Benefits and Risks’]. The
Offering contemplated is not, and under no circumstances is it to be construed as, a public
offering of the Loan Stock described herein. As such, persons who subscribe to this Loan
Stock pursuant to this Offering will not have the benefit of any review of the within materials
by any securities commission or similar regulatory body within the jurisdiction in which they
may be acquired. Acceptance by an investor of the Loan Stock in no way passes upon the
merits or the validity of this Offering or of the investments proposed and/or made by Metals
Investment Trust Limited or any of its affiliated companies.

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This document is a private placement memorandum and is not a public offering or any other form
of public solicitation for funds.

$6,048,000
METALS INVESTMENT TRUST LIMITED:
10% SECURED CONVERTIBLE LOAN STOCK
Maturing 15th February 2005

Convertible into 302,703 shares of Metals Investment Trust Limited.

Summary of the Confidential Offering Memorandum

Metals Investment Trust Limited [‘MITL’] is a company duly incorporated under the laws of
England and Wales on the 26th day of October 1998. Meyado International Ltd [‘Meyado’]
in its own name and as nominee shareholder on behalf of its clients owns a majority stake
with more than 75% of the voting rights of MITL’s shares. MITL is the sole controlling
shareholder of Meretec Corporation; a company duly incorporated under the laws of the State
of Delaware, USA on the 9th day of May 2000 [‘Meretec’]. Meretec is the global brand name
for a process, which transforms galvanized steel scrap into premium-grade steel melting stock
and ready-to-use high quality zinc dust [‘the Meretec process’]. MITL through its wholly
owned subsidiary Meretec, has the potential to become one of the world’s largest producers of
zinc and the global market leader in the recycling of galvanised steel.

The proceeds of this Offering, by which investors or subscribers will receive Loan Stock in
MITL, will be directed primarily at the completion of Meretec’s plant. It is estimated that
with all best efforts, construction will be completed within an estimated time frame of 12
weeks from the closing of this Offering. A further 14 weeks will be required as a run-up
period in order to bring the plant fully online. Investors in this Offering are required to
subscribe a minimum in MITL’s Loan Stock of US$50,000 or multiples of US$ 25,000 [i.e.
$50,000, $75,000, $100,000, etc.].

This Offering represents an offer in MITL’s Loan Stock paying an annual interest rate of 10%
per annum. The Loan Stock is secured on the property, plant and patents of MITL. The Loan
Stock may be converted to shares in MITL at a price of $ 18.50 on 15th February 2005. It is
envisaged by MITL that the required and realized total subscriptions received from investors
to this Offering will amount to a targeted US$6,048,000.

This value of the property, plant and patents as well as the price per MITL’s share has been
based on an independent valuation of MITL’s current plant and projected profit by a major
international consulting firm specializing in this field.

Subscriptions by investors will be received by MITL subject to rejection in whole or in part


by the directors of Meyado, which strictly reserves the right to close the within Offering at
any time without notice and in any event, the Offering will terminate at 11.59 pm, GMT, on
the 15th day of February, 2002 or any subsequent extension thereof.

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MITL’s registered office is located c/o Meyado International Limited, 2nd Floor, Berkeley
Square House, Berkeley Square, London W1X 6EA, United Kingdom; Tel: +44 (0) 20 7887
6045; Fax: +44 (0) 20 7887 6540; e-mail address www.meyado.com.

All dollar amounts throughout this Offering Document are in US Dollars.

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Summary of the Terms of the Convertible Loan Stock

Issuer: Metals Investment Trust Limited.

Denomination: US Dollars.

Method of sale: Private Placement.

Form of Loan Stock: Secured Convertible Loan Stock secured by the


property, plant and patent of Metal Investment
Trust Limited. Loan Stock may be held in
multiples of US$25,000.

Issue of Loan Stock: 15th February 2002.

Interest: Interest will be payable at the rate of 10% per


annum on the 31st of December of each year until
maturity.

Maturity: 15th February 2005

Conversion: The Loan Stock holder will be offered to convert


his holdings into shares of MITL at $18.50 on
15th February 2005

Payment and delivery: In the case of redemption interest and principle


will be repaid to the holder to an account of his
named choice within 14 days of maturity. In the
case of conversion, the Loan Stock will be
convertible into shares of MITL.

Status: The Loan Stock will be secured by the assets of


MITL namely: the property, plant and patents.

Withholding tax: All payments will be made without withholding


or deduction for or on account of any United
Kingdom taxes unless required by law.

Governing law: Laws of England.

Listing: The Loan Stock will not be traded on any official


market.

Secondary Market: The Loan Stock will be freely transferable by the


holder by notice to the Investment Advisor;
however, the Loan Stock will not be freely traded
on an open market.

Issuing and Principal Paying Agent: MITL.

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Paying Agents: HSBC
Guernsey, Channel Islands
Account Name: Metals Investment Trust Limited
Account Number :
Sort Code 40-22-25
Swift Code: MIDLJESH

Investment Advisor: Meyado International Limited


Messe Turm
PO Box 23
60308
Frankfurt
Germany.

Responsibilities of the Investment Advisor: The Investment Advisor undertakes the


following:

a) to maintain a record of Loan Stock holders and


to permit and record transfers of Loan Stock
during the life of the Loan Stock.

b) to act as ‘honest broker’ between MITL and or


the Loan Stockholders in the event of disputes or
non-compliance by MITL of the covenants
contained herein.

c) in the event of non-compliance by the


company of any of the covenants contained
herein the Investment Advisor will inform the
company of the default, and if the default is not
remedied within 14 days the Investment Advisor
will be entitled to appoint an arbitrator to assess
damages (if any) suffered by the Loan Stock
holder’s at MITL’s expense.

Security: The debt is secured on the assets of MITL under a


pledge and security agreement and is guaranteed
by MITL. MITL for themselves undertake that at
all times the Loan Stock described hereunder will
be collateralised in the form of the property,
plant, patents and other fixed assets as described
in the balance sheet of MITL. Copies of the
security documents are held at the offices of
MITL and are available upon request.

Covenants: MITL hereby covenants and undertakes with the


Loan Stock holder that until all amounts whether
in respect of principal or interest due or to
become due under this Loan Stock agreement
have been paid in full or the Loan Stock holder
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has converted his interest into shares of the
company:

a) to make available to the Loan Stock holder as


soon as practicable and in any event not later than
120 days after the close of each annual
accounting period a copy of its annual accounts.

b) not to enter into any transactions which in the


reasonable opinion of the Loan Stock holder
would or might materially adversely affect its
business, property, assets, operation, financial
condition or MITL’s ability to perform its
obligations hereunder.

Anti-dilution: The holders of this Loan Stock will be protected


by anti-dilution provisions during its life. In the
event that the Loan Stock is fully subscribed the
holders will be entitled to convert into 0.505% of
the equity of MITL (in proportion to their
individual holdings). The effective date for
calculating the anti-dilution number will be 27th
March 2001, at which point the number of
outstanding shares is 59,983,365. Any future
changes in share capital will ensure that Loan
Stock holders receive a corresponding number of
shares in relation to their current entitlement and
that they will in no way be treated in an unfair
way. In the event that only a proportion of the
Loan Stock is subscribed, the percentage of the
MITL equity will be adjusted accordingly.

Events of Default: Each of the following shall constitute an event of


default:

a) If MITL defaults in the repayment of the


principal or interest due on the Loan Stock and
such default continues for five (5) business days
after notice.

b) MITL files a voluntary petition for relief under


any chapter of the United Kingdom Bankruptcy
Code or any such law and is not stayed or
dismissed within 30 days.

c) If MITL ceases or threatens to cease to carry


on its business or any part thereof or changes the
nature of its business or any part thereof material
of MITL which would in the opinion of the Loan
Stock holder affect its ability to discharge its
commitments under this facility.

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d) If MITL enters into any arrangement or
composition with its creditors.

e) If an encumbrancer takes possession of or a


receiver or trustee is appointed over any
material portion of the assets of the guarantors.

Conversion: On 15th February 2005 the Loan Stock holder


will have the right to convert his Loan Stock
into common shares of MITL by giving notice
in writing to the Investment Advisor:

Meyado International Limited


Messe Turm
PO Box 23
60308
Frankfurt
Germany

Early Conversion: At any time after 16th February 2002, MITL can
redeem the Loan Stock provided that it gives
Loan Stock holders 45 days notice through the
Investment Advisor of its intention to redeem. In
the event of a change of control and MITL shares
are sold to a third party or floated on the stock
market, then investors will be offered the chance
to convert into shares at a price of $18.50 prior to
maturity.

Notices: Any communication, notice or demand to be


given hereunder shall be duly given if delivered
or mailed by certified or registered mail to:

The Investment Advisor


Meyado International limited
Messe Turm
PO Box 23
60308
Frankfurt, Germany
Tel: + 49 (0) 69 97544663
Fax: +49 (0) 69 97544900
or
MITL
c/o Meyado International Limited,
2nd Floor, Berkeley Square House,
Berkeley Square,
London W1X 6EA,
United Kingdom;
Tel: +44 (0) 20 7887 6045;
Fax: +44 (0) 20 7887 6540

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or such other address as shall be designated by
any party hereto to the other parties hereto in a
written notice delivered in accordance with the
terms hereof.

Subscription Arrangements: Subscriptions will be accepted between 15th


December 2001 and close of business on 15th
February 2002. The subscription is open to
eligible investors. All subscriptions must be
made on the printed application forms available
on request from Meyado. Completed
applications must be sent to:

MITL Convertible Loan Stock Offering


C/o International Investment Processors Limited
The Warren, Grove Farm,
Stoke Hammond,
Bucks.
MK17 9BP
United Kingdom
Tel: + 44 (0)1525 270288
Fax: + 44 (0)1525 270788

Subscriptions by investors will be received by


MITL subject to rejection in whole or in part by
the directors of Meyado, which strictly reserves
the right to close the within Offering at any time
without notice and in any event, the Offering will
terminate at 11.59 pm, GMT, on the 15th day of
February, 2002 or any subsequent extension
thereof.

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BACKGROUND TO THE INVESTMENT OPPORTUNITY

MITL removes the zinc coating from scrap galvanized steel before recycling, recovering
premium-grade melt stock and high quality zinc dust as resources to sell with profit, whilst
adding value to customers by preventing pollution and its associated costs.

THE DEMAND

Environmental considerations are now firmly and permanently on the boardroom agenda;
corporations are facing the prospect of unlimited legal liability, increasing material and
production costs, negative publicity and consumer rejection.

Reducing the environmental impact of a company’s output has become a strategic corporate
goal. The solution is eco-efficiency; the combination of environmental considerations with the
practical reality of business economics. The key components of eco-efficiency are pollution
prevention (P2) and resource recovery (R2).

THE NICHE

With its Meretec process, MITL is a world leader in P2R2 technology and the market leader in
its niche. That niche is the multi-billion USD a year market of recycling galvanised steel.

Steel is the most recycled material on earth, a process realised by melting scrap within the
steel making and metal casting industries. But when melting galvanised steel, the zinc coating
vaporises to become a costly contaminant, pollutant and chemical waste, with operational,
metallurgical, and environmental consequences. The current costs and production penalties,
plus the potential future legal liabilities, resulting from the collection, treatment, disposal and
reuse of this waste are neither economically nor environmentally intelligent, when its
production can be significantly reduced or eliminated altogether.

THE MERETEC PROCESS

The patented Meretec process removes the zinc coating before the recycling process,
preventing the pollution that would otherwise be generated, and recovering the resources that
would otherwise be lost.

The Meretec process removes the zinc coating via a chemical reaction with sodium hydroxide
in solution, leaving the steel in a virtually identical chemical state to when it was first
produced. The Meretec process then recovers the zinc via electrowinning, a form of
electrolysis, to produce zinc dust of 99.98% purity.

The Meretec process is itself eco-efficient, with all processing chemicals being internally
recycled, and only oxygen and hydrogen combined as water vapour, released into the
atmosphere.

The resulting residual-free steel is a premium-grade melt stock, the in-feed of choice for much
of the metal casting industry. The high quality zinc dust is an altogether unique product, with
highly specialised industrial and manufacturing applications, and realises a premium over the
LME price.

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ADDED VALUE

For each tonne of galvanised steel processed, MITL generates approximately 60 USD of
tangible added-value. MITL’s profitability is only limited by the volume of galvanised steel
that it can process.

OPERATIONS

Currently focusing on the US market, MITL is positioning itself to process the 2 million
tonnes of scrap galvanised steel produced annually as stamping plant off-cuts by the US
automotive industry. Additional growth will come from processing the galvanised steel from
end-life automotive vehicles.

Capitalising on 15 years of R&D in conjunction with the US Department of Energy, General


Motors and the US Iron and Steel Association, MITL’s 11-acre East Chicago facility is the
world’s first commercial operation and is only 26 weeks away from going on-line.*

THE OPPORTUNITY.

In addition to the contribution Loan Stock holders will make by participating in this Offering,
they will be well positioned to take financial advantage of the benefits, which will likely
accrue if MITL goes for its Initial Public Offering, which is anticipated within the next 18
months or is sold to a third party investor (Read Risk Factors).

* As at 30 November 2001, and dependent upon funding of $6,048,000 being raised.

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THE OFFER

This offer is a private placement of Secured Convertible Redeemable Loan Stock


made on its behalf by Meyado International Limited.

1. PRIVATE PLACEMENT

Securities are offered only

(i) To professional investors,

(ii) To a restricted circle of persons or

(iii) In denominations or for a purchase price exceeding $50,000 (US Dollars).

1.1 Professional Investors


A sales prospectus does not need to be published if the securities are only offered to
persons who on a professional or commercial basis purchase or sell securities for their
own account or for the account of a third party.

Such persons are institutional investors and other professional investors such as banks,
insurance companies, industrial companies, pension funds, investment management
companies or financial services institutions, who, due to their professional expertise,
do not depend on receiving information about the offered securities in the form of a
sales prospectus.

1.2 Restricted circle of persons


A sales prospectus does not need to be published if the securities are only offered to a
restricted circle of persons. A circle of persons is deemed restricted if :

(i) These persons are individually known to the offeror prior to the offer;
(ii) If they are addressed by him on the basis of a selected choice according to
individual aspects;
(iii) If they require no additional information by means of a prospectus.

1.3 Denominations or purchase price of at least DM 80,000


According to Section 2 No. 4 of the Prospectus Act, a sales prospectus does not need
to be published if the securities may only be acquired in denominations of at least
eighty thousand DEM or only at a purchase price of at least eighty thousand DEM per
investor.

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THE PARTIES
a) METALS INVESTMENT TRUST LIMITED
METALS INVESTMENT TRUST LIMITED was duly incorporated under the laws of
England and Wales on the 26th day of October 1998.

Board of Directors
The directors and officers of METALS INVESTMENT TRUST LIMITED are:

Name and residence Principal position Occupation


Gunnar Skoog Managing Director Chief Executive
1064, Reddington dr,
Aurora,
Illinois, 60504,
USA

Martin Young Director Director appointed by


Flat 1, 5 Mount Street, Meyado
Mayfair,
London, WIX 5EA,
England

TRUSTEE, Daniel Freeland Director representing original


Attorney, Porte’ d’Leau, Plaaz, MRTI shareholders
2136 45th Avenue,
Highland
IN 46322

Director of MITL, Meyado International Ltd and Sensor Marketing AB. Mr. Skoog
has a Bachelor degree from Stockholm University and has spent most of his
professional life in international businesses. He has been with Lux (Household
appliances) as Marketing Executive in the Philippines, South Korea and Malaysia,
with Electrolux-Euroclean (Commercial cleaning equipment) as General Manager in
Germany, and with Intrum Justitia (Finance) as Managing Director in the Czech
Republic. He has also served as a director of Meyado International for six years. Mr.
Skoog was appointed as Managing Director of MITL in January 2000.

Mr. Martin E. Young was born in the United Kingdom in 1962. Mr. Young founded
Meyado International Limited (MIL) in 1991. MIL has grown over the last 10 years to
be one of the largest financial advisory companies in the world offering Private
Banking Services to high net worth private clients. Mr. Young started working as a
Fund manager in 1995 on behalf of MIL clients. He has run three funds for 5 years
and now specializes in Fund management, Mergers and Acquisitions and raising
venture capital for private clients.

Share Capital
The authorized share capital of METALS INVESTMENT TRUST LIMITED is
£1,875,079.96 divided into 59,983,363 shares of 3.126 pence each and 2 shares of
2.000 pence each/.
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Auditors
Nykiel, Carlin, Glotzbach & Co
7135 Indianapolis Blvd,
Hammond,
Indiana, 46324,
USA.
Tel: +1 219 8443900

b) MERETEC CORPORATION
MERETEC CORPORATION was duly incorporated under the laws of Delaware,
United States on the 9th day of May 1999.
.
Board of Directors
The director (s) and officer of MERETEC CORPORATION are:

Name and residence Principal position


Gunnar Skoog Managing Director
1064, Reddington dr,
Aurora,
Illinois, 60504,
USA

Dan Johansson Senior Advisor

Fred Dudek Technical Director

Mr Johansson has a M. Sc. in Process Metallurgy from The Royal Institute of


Technology, Stockholm, Sweden. He has spent 34 years in the Swedish steel industry.
Among others he has been responsible for research, production, investment
management and general management. In 1992 - 2000 he served as president of SSAB
Oxelösund AB, an integrated plate producer with sales all over the world

Principal Consultant for Frederick J. Dudek & Co. servicing the chemical and physical
processing industries. Mr. Dudek has a Bachelor and Master of Science degrees in
Physics from Northern Illinois University and Illinois Institute of Technology. He
began his industrial career as a Product & Process Development Scientist with
American Zinc Corporation and then St. Joe Minerals Corporation. He has held R&D
management positions at Allied-Signal's Corporate Research Center and two
manufacturing divisions. He has also served as Principal Investigator at Argonne
National Laboratory on projects to develop economic processes for recycling of
industrial scrap.

Share Capital
The authorized share capital of MERETEC CORPORATION is $1,000 divided into
1,000 shares of $1 each.

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Auditors
Nykiel, Carlin, Glotzbach & Co
7135 Indianapolis Blvd,
Hammond,
Indiana, 46324,
USA.
Tel: =+1 219 844390

c) MEYADO INTERNATIONAL LIMITED


MEYADO INTERNATIONAL LIMITED was duly incorporated under the laws of
England and Wales on the 23rd day of AUGUST 1988, company number 02289023.

Board of Directors
The director (s) and officer of MEYADO INTERNATIONAL LIMITED are:

Name and residence Principal position


Martin Young Managing Director
Flat 1, 5 Mount St,
Mayfair,
London W1X 5EA
England

Mark Paine, Company Secretary

Auditors
Gallagher’s
33A High Street,
Stony Stratford,
Bucks,
England

Lawyers:
Heuking Kuhn & Partners,
Linden Str 31,
60325 Frankfurt,
Germany

Share Capital
The authorized share capital of MEYADO INTERNATIONAL LIMITED is £20,000
divided into 20,000 shares of £1 each. Meyado International Limited is wholly owned
by MEYADO GROUP HOLDINGS LIMITED.

d) MEYADO GROUP HOLDINGS LIMITED


MEYADO GROUP HOLDINGS LIMITED was duly incorporated under the laws of
the Bahamas on the 19th day of August 1999.

Board of Directors
The director (s) and officer of MEYADO GROUP HOLDINGS LIMITED are:

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Name and residence Principal position
Martin Young Managing Director
Flat 1, 5 Mount St,
Mayfair,
London W1X 5EA
England

Mark Paine, Company Secretary

Share Capital
The authorized share capital of MEYADO GROUP HOLDINGS LIMITED is
$1,000,000 divided into 20,000,000 shares of 5 cents each.

Other Principal Shareholdings


MEYADO GROUP HOLDINGS LIMITED owns a majority stake in the following
companies operating around the world principally engaged in financial services and in
providing private banking services:

Company Name Jurisdiction

Meyado International Limited England & Wales


International Investment Processors Limited England & Wales
Cameron Butler International Limited British Virgin Islands
Cameron Butler Hong Kong Limited Hong Kong
Finesco Jersey
Cameron Butler PTE Limited Singapore

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INVESTMENT POLICY AND OBJECTIVES

The proceeds of this Offering, namely a maximum of $6,048,000 to be raised from


participating subscribers to MITL’s Loan Stock, will be directed primarily to the completion
of the plant at 415 East 151st Street, East Chicago, Indiana, USA.

SUBSCRIPTION PROCEDURE

MITL is offering an overall total investment subscription of $6,048,000. Investors in this


Offering are required to subscribe a minimum of $50,000 or higher multiples of $25,000.

After execution by the investor of the subscription form and delivery of payment in the form
of a bankers draft, certified cheque or telegraphic transfer, an investor is entitled to withdraw
from the agreement to purchase MITL’s Loan Stock if, within 5 days following receipt of
funds, written notice is given to Meyado that the investor has chosen not to be bound by the
agreement and wishes to be reimbursed his or her subscription amount. In such case the full
subscription amount, less any bank charges, will be released from the company’s bank
account within 10 days of receipt of such notice, said reimbursed amount not being subject to
the payment of any interest or any administrative charges.

In the event that investors do not avail themselves of the foregoing ‘cooling-off’ period, then
such subscriptions are irrevocable and non-refundable. Meyado will hold the subscription
amount pending confirmation to subscribers that their subscription has been received,
following which within 10 days, a receipt will be sent to the address given by the subscriber
for correspondence stating that the requisite investment has been transferred to a nominee
account bearing the subscriber’s name.

At any and all times and notwithstanding the foregoing, subscribers may assign their Loan
Stock to a third party, upon written notice being given to Meyado. The appropriate changes
to the company Loan Stock register will be implemented by Meyado to facilitate such transfer
from the Loan Stock holder to any third party.

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RISK FACTORS

Risks that all investors need to be aware of before purchasing Loan Stock:

MITL proposes to operate a plant using a chemical process to treat scrap-galvanised steel and
produce clean black scrap and zinc powder of a very high level of purity. Revenues will be
derived from the sale of these products.

THIS OFFERING INVOLVES A CERTAIN DEGREE OF RISK. YOU SHOULD


CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE YOU
DECIDE TO BUY OUR LOAN STOCK. IF ANY OF THE FOLLOWING RISKS
ACTUALLY OCCUR, OUR BUSINESS, PROSPECTS, FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ARE LIKELY TO SUFFER.

1. Risks related to our financial condition

1.1 We Have Only Been in Business for a Short Period of Time; Your Basis for Evaluating Us
Is Limited
We were incorporated in October 1998. The existing plant in East Chicago has not yet
reached full operating capacity. Accordingly, we have only a limited operating history for
you to evaluate our business. You must consider the risks, expenses and uncertainties that an
early stage company like ours faces. In order to address these risks successfully, we must:

- Create awareness of our product;

- Develop the quality of the zinc powder we produce to the target level of 99.9%
purity;

- Attract customers;

- Develop strategic relationships;

- Continue to develop and upgrade our technology; and

- Attract, retain and motivate qualified personnel.

There can be no assurance that the Company will be able to successfully address such risks,
and the failure to do so could have a material adverse effect on the Company's business,
prospects, financial condition and results of operations.

1.2 We Have Never Made Money


We have received no revenues from any source to date. As of 30th June 2001, we had an
accumulated deficit of approximately $0. We expect to incur losses until we become fully
operational.

We will need to generate significant revenues to achieve profitability. We may not achieve
profitability. If we do not generate revenues or if our revenues grow more slowly than we
anticipate or if our operating expenses increase more than we expect our business, prospects,
financial condition and results of operations will be materially and adversely affected.

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1.3 No Current Source of Revenue
We expect to derive our revenues from the sale of clean black scrap steel and zinc powder.
However to date, we have not yet signed any supply contracts with prospective purchasers for
our product. We cannot guarantee that we will be able to obtain sales in sufficient amounts to
make us profitable, or at all.

1.4 Fluctuation in Operating Results


Our future revenues and results of operations may fluctuate due to a combination of factors,
including:

- The LME zinc price, on which our zinc powder sales will be based;

- Our ability to attract and retain customers;

- Technical difficulties that may arise at the plant;

- Future competition in our market; and

- General economic conditions in North America.

Future revenues are difficult to forecast. If we have a shortfall in revenues in relation to our
expenses, then our business, prospects, results of operations and financial condition would be
materially and adversely affected.

1.5 Initial Public Offering


Our goal is to float the Company on the Nasdaq in or about December 2002. There can be no
assurance that such a flotation will be successful, and both the decision to go ahead with the
flotation, and the timing thereof, will be subject to a number of factors, including:

- Market conditions;

- The commencement, and the quality of our operating performance; and

- Investor sentiment.

These factors may make the timing, amount, terms and conditions of the intended flotation
unattractive for us. If we are unable to arrange a successful IPO our prospects for further
expansion would be materially and adversely affected; and the ability of investors to sell their
shares would be jeopardized.

2. Other risks relating to our company

2.1 We Are Dependent on Our Intellectual Property


We believe that the US patent we hold, and the patents applied for in the European Union and
Japan, will be critical to our success. We will rely on such patents to protect our intellectual
property rights. Despite our precautions, it may be possible for third parties to obtain details
of and use our processes without authorization, particularly in developing countries where our
process will be of great value and where intellectual property rights are not protected to the
same extent as under the laws of the United States.

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Enforcement of our rights against those who may infringe them may be time consuming and
expensive. There may be patents issued or pending that are held by others and that cover
processes intended to achieve by other means the same results as our process achieves. The
successful development of such processes could have a material adverse effect on our
business, prospects, financial condition and results of operations.

3. Risks related to this offering

3.1 Broad Discretion of Management as to Use of Proceeds.


The net proceeds to be received by us in connection with this Offering are allocated for a
specific purpose, namely to complete construction of the plant. Nevertheless, management
will have broad discretion with respect to the expenditure of such proceeds; and to the extent
that only a portion of the Loan Stock is sold, all or a very significant portion of the proceeds
received from Investors would be used to pay the expenses incurred in the Offering.

3.2 Shares are held by Meyado as Nominee Shareholder on behalf of existing and future
investors.
Meyado as Nominee Shareholder owns a controlling 75% interest in MITL and will have
significant influence in determining the outcome of any corporate transaction or other matter
submitted to the shareholders for approval, including mergers, consolidations and the sale of
all or substantially all of our assets, and also the power to prevent or cause a change in
control. The interests of Meyado may differ from the interests of the other shareholders.
Among other things, Meyado could use such control to add provisions to our Memorandum
and Articles that could have the effect of delaying or preventing a change of control or
changes in our management that a shareholder might consider favourable. Meyado is a
relatively small private limited company, substantially controlled by a single major
shareholder, and to the extent that Meyado might be subject to financial difficulties MITL
could be adversely affected.

3.3 Absence of Dividends.


The Company has not paid any cash dividends on the Shares and does not anticipate paying
any such cash dividends in the foreseeable future.

3.4 Restrictions on Transferability. No Market for the Loan Stock or Shares.


There is no existing public or other market for the Loan Stock. It is not anticipated that any
such market will develop which will permit the sale of the Loan Stock unless and until the
Company is floated on the Nasdaq or a similar market. Such flotation is not guaranteed and
consequently investors may not be able to liquidate their investment in the Loan Stock or
Shares in case of an emergency or for any other reason.

4. Risks related to this offering

Our proposed business is subject to a number of risks. These include:

- Unexpected changes in regulatory requirements;

- Difficulties and costs of staffing and managing operations, particularly in a phase


of rapid growth;

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- Failure to exploit any market opportunity that exists for our products;

- Technology standards;

- Consequences of potentially adverse tax changes.

Any of these factors could adversely affect our business, prospects, financial condition and
results of operations. Our ability to operate successfully depends on many factors. These
factors include:

- Our ability to commence operations and generate a sufficient amount of revenues


as soon as possible;

- The quality of the zinc powder produced;

- The effectiveness of our sales and marketing efforts; and

- The performance of our technology.

5. Risk related to the security over the assets

In the event of default and subsequent liquidation, the full value of MITL’s assets, namely the
property, plant, machinery and patents may not be obtained. Consequently, investors may not
have the full amount of their original investment returned. Further, there is no guarantee that
an immediate sale of the assets can, or will, take place.

THE END

This fact sheet does not form part of any prospectus; it is intended for professional advisers only and if you are not a
professional advisor you should read it in conjunction with the Key Features document or Prospectus. Applications should only
be considered on the basis of the full prospectus for the offering concerned. An investment in the offering entails risks, which
are described in the prospectus. However you should be aware that the value of Loan Stock, as well as the income you receive
from them, can fall as well as rise and consequently you may not get back the amount originally invested. Past performance is
not necessarily a guide to the future. Investing in Private Equity / Venture Capital caries a high level of risk as it may take some
time before the proceeds of the investment can be realised. It may be impossible to exit the investment at a price that the
Investment Advisor considers to be fair. Our charges may have to rise in the future, which could reduce the value of the
investment. Changes in exchange rates between currencies may cause the value of your investment to diminish or increase.
Performance of your investment may be affected by uncertainties in government policies, taxation, currency repatriation
restrictions and other developments in the law and regulations of the countries it invests in. All or most of the protections
provided by the UK regulatory system do not apply under this investment, compensation under the UK’s investor Compensation
scheme will not be available and UK cancellation rules do not apply. This fund does not attempt to track the performance index
illustrated; it is merely shown as an indication of the performance of the market(s) in which the service invests. The service is
available only in jurisdictions where its promotion and the sale are permitted. Nothing in this fact sheet should be construed as
advice. The service is not offered for sale in the US, its territories or possessions, nor in any jurisdiction in which the service is
not authorised to be publicly sold. This fact sheet had been issued by Meyado and does not promote the products of any other
companies.

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