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02.04.2010
Genesis Energy Investment Plc.: Extraordinary announcement of Board of Directors
Extraordinary announcement of Board of Directors
On March 27, 2010 Genesis Solar Corporation (“Genesis Solar”) entered into a Share Purchase Agreement in form of a Private Placement Agreement (the “PPA”) with Vital Source S.A. The PPA provides for the sale of 3,500,000 shares of Genesis Solar’s common stock (the “Shares”) at $10.00 per share. The PPA provides that Vital Source S.A. is obligated to pay the total purchase price of $35,000,000 through a single payment by no later than June 30, 2010. Genesis Solar undertook an obligation to use the proceeds of the offering for the increase of capital of Genesis Solar España, S.L. (“GSE”) for €25,000,000 (approximately $33,745,000 US).
According to the published announcement of the Board of Directors at 16 March 2010, and according to the effective SPA between Genesis Energy Plc. (“GEI”) and Genesis Solar, the closing of the transaction will be completed with regard to the three subsidiaries and the know-how until 19th of April 2010. In order to complete the transaction by 19th of April 2010, Genesis Solar Corporation must complete all necessary due diligence and GEI must provide audited financial statements of the subsidiaries prior thereto. In the event that the due diligence has not been fully completed by that date, the transaction will close nevertheless, execution via a fiduciary exchange upon delivery of all necessary documentation, review and acceptance thereof by Genesis Solar. Besides the capital increase described above, the Spanish subsidiary will receive a further capital infusion through the planned capital increase in Genesis Energy Plc. in the amount of € 9 Million. This part of the capital increase will be supplied by the same Vital Source S.A. which entered into the presently announced PPA. The two parallel undertakings of Vital Source S.A. show their strong commitment to participate in the investment in the renewable energy sector.
In a conversation with Mr. Thomas Geraets, the managing director of VITAL Source S.A. stated: “We are pleased to intensify the cooperation with GENESIS, not only investing in the present holding company of the solar factory in Spain, but also as partner in the future US based Holding. Our Ethanol projects in Brazil need electricity and we are looking forward to a close working relationship towards solving our future needs with solar energy using solar modules from GENESIS. That is why we signed to increase our future share position in GENESIS Solar Corporation as well, a commitment which we have collateralized internally to secure its closing.”
When the planned and committed capital increases will take place it would bring sufficient equity into the Spanish project, enabling Genesis Solar España S.L. to execute the factory’s building and should qualify to receive the government support and to apply for additional possible soft loans from the Spanish government.
Based on the presently available data, the Board of Directors of GEI assumes that after the closing of the SPA and the PPA, GEI will become the major shareholder of Genesis Solar shares. The signed PPA should enable Genesis Solar to raise further funds in order to continue their planned expansion in the renewable energy sector.
Budapest, 1 April, 2010
For further information please contact:
Jeno Kunovits
Deputy CEO
Genesis Energy Investment Plc.
Szent István krt. 18., Budapest
H-1137 Hungary
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On March 27, 2010 Genesis Solar Corporation (“Genesis Solar”) entered into a Share Purchase Agreement in form of a Private Placement Agreement (the “PPA”) with Vital Source S.A. The PPA provides for the sale of 3,500,000 shares of Genesis Solar’s common stock (the “Shares”) at $10.00 per share. The PPA provides that Vital Source S.A. is obligated to pay the total purchase price of $35,000,000 through a single payment by no later than June 30, 2010. Genesis Solar undertook an obligation to use the proceeds of the offering for the increase of capital of Genesis Solar España, S.L. (“GSE”) for €25,000,000 (approximately $33,745,000 US).
According to the published announcement of the Board of Directors at 16 March 2010, and according to the effective SPA between Genesis Energy Plc. (“GEI”) and Genesis Solar, the closing of the transaction will be completed with regard to the three subsidiaries and the know-how until 19th of April 2010. In order to complete the transaction by 19th of April 2010, Genesis Solar Corporation must complete all necessary due diligence and GEI must provide audited financial statements of the subsidiaries prior thereto. In the event that the due diligence has not been fully completed by that date, the transaction will close nevertheless, execution via a fiduciary exchange upon delivery of all necessary documentation, review and acceptance thereof by Genesis Solar. Besides the capital increase described above, the Spanish subsidiary will receive a further capital infusion through the planned capital increase in Genesis Energy Plc. in the amount of € 9 Million. This part of the capital increase will be supplied by the same Vital Source S.A. which entered into the presently announced PPA. The two parallel undertakings of Vital Source S.A. show their strong commitment to participate in the investment in the renewable energy sector.
In a conversation with Mr. Thomas Geraets, the managing director of VITAL Source S.A. stated: “We are pleased to intensify the cooperation with GENESIS, not only investing in the present holding company of the solar factory in Spain, but also as partner in the future US based Holding. Our Ethanol projects in Brazil need electricity and we are looking forward to a close working relationship towards solving our future needs with solar energy using solar modules from GENESIS. That is why we signed to increase our future share position in GENESIS Solar Corporation as well, a commitment which we have collateralized internally to secure its closing.”
When the planned and committed capital increases will take place it would bring sufficient equity into the Spanish project, enabling Genesis Solar España S.L. to execute the factory’s building and should qualify to receive the government support and to apply for additional possible soft loans from the Spanish government.
Based on the presently available data, the Board of Directors of GEI assumes that after the closing of the SPA and the PPA, GEI will become the major shareholder of Genesis Solar shares. The signed PPA should enable Genesis Solar to raise further funds in order to continue their planned expansion in the renewable energy sector.
Budapest, 1 April, 2010
For further information please contact:
Jeno Kunovits
Deputy CEO
Genesis Energy Investment Plc.
Szent István krt. 18., Budapest
H-1137 Hungary
NEWSLETTER REGISTRIERUNG:
Aktuelle Pressemeldungen dieses Unternehmens direkt in Ihr Postfach:
<a href="http://www.irw-press.com/alert_subscription.php?lang=en&isin=HU0000071865">http://www.irw-press.com/alert_subscription.php?lang=en&isin=HU0000071865</a>
Mitteilung übermittelt durch IRW-Press.com. Für den Inhalt ist der Aussender
verantwortlich.
Kostenloser Abdruck mit Quellenangabe erlaubt.