AgCert assigns patents and other IP to XL TechGroup

09 May 2008

XL TechGroup (AIM: XLT), the creator of companies that solve identified, global unmet market needs, advises that AgCert International plc (“AgCert”) has assigned all of its patents and patent applications, together with certain other Intellectual Property (“IP”), to XL TechGroup.

AgCert has been the subject of an examinership process in Ireland. This followed months of negotiations between AgCert and its creditors and customers, which ultimately proved unsuccessful in terms of achieving unanimous creditor agreement. XL TechGroup, in an attempt to preserve value for shareholders, became directly involved in those negotiations during the latter stages, resulting in the cash payment and loan note agreements that were announced on 21 February 2008. As consideration for reaching these agreements, which resulted in AgCert having only one secured creditor, and thereby enhancing the possibility of avoiding examinership, AgCert agreed to assign certain IP to XL TechGroup. This agreement has been reviewed by the Irish Examiner.

The IP assigned to XL TechGroup consists of all of AgCert's patents and patent applications, as well as the EnviroCert trademarks, software and data management system. The latter facilitates the creation and delivery of quantified, verified, and registered emission reduction credits. Under the terms of the assignment agreement, AgCert has the right to buy back all of the assigned IP for a total of approximately US$7.9 million plus interest and costs by 4 January 2009. If this were to happen, the payment to XL TechGroup would at least match the difference between the loan note of US$17.8 million with Laurus and the US$9.9 million cash payment received from an AgCert creditor under the deals announced on 21 February 2008. XL TechGroup's previously announced participation right with the secured AgCert creditor becomes void as part of the IP assignment agreement.

Dr. John Scott, CEO of XL TechGroup, said: “This assignment agreement gives us the most important AgCert IP or, if the buy-back option is exercised, we would receive an amount of cash equivalent to the value of the participation right that the assignment effectively replaces. With reference to AgCert, we understand that the Irish Examiner is submitting his proposals to the High Court in Dublin shortly and we would expect to comment further after the full examinership process is completed.”

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