Communicators
are winners!
News
10.03.2011
Extraordinary announcement of the Management Board
Extraordinary announcement of the Management Board
Genesis Energy Investment Plc (Genesis Energy) hereby informs the shareholders with regard to the share purchase agreement (SPA) concluded with Genesis Solar Corporation (GSC) earlier.
Based on the SPA Genesis Energy sold to GSC three of its subsidiaries, Genesis Solar España S.L. (GSE), Genesis Solar (Magyarország) Kft. (GSH) and Genesis Solar Singapore Pte. Ltd. (GSS) involved in solar panel manufacturing and the know-how concerning the methodology of the solar panel production. The closing conditions of the transaction in the original contract and its later amendments were modified several times due to the changing strategy, financial opportunities of the company and the due diligence process related to the transaction. Since GSC had not been able to close this share purchase transaction by the contractual deadline, GSC unilaterally assigned its purchaser position to Genesis Capital Management Ltd (GCM) and as a consequence GCM acquired the solar subsidiaries and the know-how on 29 July 2010. According to the SPA Genesis Energy was entitled to receive GSC shares as a consideration for the solar subsidiaries and the know-how.
• The amendment and closing of the SPA
The consideration according to the original payment terms of the SPA could not be maintained by the assignment of the purchaser position to GCM, therefore, Genesis Energy and GCM amended the consideration of the SPA. The consideration for the Solar Subsidiaries and the know-how is EUR 15 Million to be paid by GCM in installments within 30 months backed by securities according to the related contract concluded between Genesis Energy and GCM effective since 8 March 2011. The consideration for the three subsidiaries is EUR 10.5 Million while the consideration for the know-how is EUR 4.5 Million which is payable provided that the vertically integrated solar panel manufacturing and the solar farm project is realized by GCM within the next 5 years. Due to this amendment of the SPA the GSC shares allocated to Genesis Energy earlier were returned to GSC.
GCM undertook the liability to settle the debt of both GCM and the solar subsidiaries due to Genesis Energy within 30 months, the first installment of which was paid on 8 March 2011.
• Share exchange
Based on the agreements concluded earlier, the shareholders of Genesis Energy would have had the right to exchange their Genesis Energy shares to GSC shares when the GSC shares are introduced to a stock exchange in the USA. Genesis Energy receives cash and not GCS shares as a consideration for the solar subsidiaries and the know-how as the new payment terms stipulate in the amended agreement effective from 8 March 2011, therefore Genesis Energy cannot ensure the direct share exchange for the shareholders. However, after GSC shares are listed, GCM is ready to facilitate the subscription of GSC shares against Genesis Energy shares considering the share price of the two shares at that time.
As a result of the transaction above, the sale of the solar panel manufacturing project determined the earlier life of the company has been closed and the company can exclusively focus on the mining activity in the future.
Budapest, 9 March 2011
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.
Genesis Energy Investment Plc (Genesis Energy) hereby informs the shareholders with regard to the share purchase agreement (SPA) concluded with Genesis Solar Corporation (GSC) earlier.
Based on the SPA Genesis Energy sold to GSC three of its subsidiaries, Genesis Solar España S.L. (GSE), Genesis Solar (Magyarország) Kft. (GSH) and Genesis Solar Singapore Pte. Ltd. (GSS) involved in solar panel manufacturing and the know-how concerning the methodology of the solar panel production. The closing conditions of the transaction in the original contract and its later amendments were modified several times due to the changing strategy, financial opportunities of the company and the due diligence process related to the transaction. Since GSC had not been able to close this share purchase transaction by the contractual deadline, GSC unilaterally assigned its purchaser position to Genesis Capital Management Ltd (GCM) and as a consequence GCM acquired the solar subsidiaries and the know-how on 29 July 2010. According to the SPA Genesis Energy was entitled to receive GSC shares as a consideration for the solar subsidiaries and the know-how.
• The amendment and closing of the SPA
The consideration according to the original payment terms of the SPA could not be maintained by the assignment of the purchaser position to GCM, therefore, Genesis Energy and GCM amended the consideration of the SPA. The consideration for the Solar Subsidiaries and the know-how is EUR 15 Million to be paid by GCM in installments within 30 months backed by securities according to the related contract concluded between Genesis Energy and GCM effective since 8 March 2011. The consideration for the three subsidiaries is EUR 10.5 Million while the consideration for the know-how is EUR 4.5 Million which is payable provided that the vertically integrated solar panel manufacturing and the solar farm project is realized by GCM within the next 5 years. Due to this amendment of the SPA the GSC shares allocated to Genesis Energy earlier were returned to GSC.
GCM undertook the liability to settle the debt of both GCM and the solar subsidiaries due to Genesis Energy within 30 months, the first installment of which was paid on 8 March 2011.
• Share exchange
Based on the agreements concluded earlier, the shareholders of Genesis Energy would have had the right to exchange their Genesis Energy shares to GSC shares when the GSC shares are introduced to a stock exchange in the USA. Genesis Energy receives cash and not GCS shares as a consideration for the solar subsidiaries and the know-how as the new payment terms stipulate in the amended agreement effective from 8 March 2011, therefore Genesis Energy cannot ensure the direct share exchange for the shareholders. However, after GSC shares are listed, GCM is ready to facilitate the subscription of GSC shares against Genesis Energy shares considering the share price of the two shares at that time.
As a result of the transaction above, the sale of the solar panel manufacturing project determined the earlier life of the company has been closed and the company can exclusively focus on the mining activity in the future.
Budapest, 9 March 2011
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.