Extraordinary announcement of the management of Genesis Energy Investment Plc
Based on the official information received from Genesis Solar España S.L., Genesis Capital Management Ltd. and Vital Source S.A on 6th of December 2010 the management announces the following:
“As it was already published on 3rd of August 2010 by Genesis Energy Investment Plc, Vital Source S.A. has signed a Memorandum of Understanding to provide an additional contribution in-kind to GENESIS Solar España S.L. in the amount of € 47,000,000. The value of the asset would first be reviewed by appraisers and could be higher than € 47,000,000 and is subject to acceptance by the auditors of GSE.
Mr. Thomas Geraets, CEO of Vital Source S.A., stated at that time: “We are committed to contribute to the completion of the highly advanced thin film photovoltaic module manufacturing plant in Spain and we intend to close an agreement for the development of a further manufacturing plant in Brazil.”
On the 2nd of December 2010 Vital Source S.A. (Switzerland), entered into a legally binding agreement with GENESIS Solar España S.L. to additionally contribute an asset. Hereby GENESIS Solar Espana S.L. is enabled to complete its capital increase reaching the required level of capitalization and commence the final execution of the Business Plan.
Vital Source S.A. allows GENESIS Solar España S.L. to use the asset itself, or assign it to GENESIS Solar Corporation or GENESIS Investment Funds Ltd. with the aim to monetize the asset.
When Vital Source S.A. receives the stakes in Genesis Solar España S.L., according to the final audited value of the asset contributed, Vital Source S.A. must convert its investment in GENESIS Solar España S.L. into Genesis Solar Corporation shares at a set price of USD 10.00 per share before the date that GENESIS Solar Corporation will be introduced to any Stock Exchange in the United States.THE ASSET
The asset which Vital Source S.A. now has offered comprises of rights to 434,000 hectares of tropical rain forest in the Amazon in Brazil. The property can be used to generate the so called Carbon Credits (CO2 certificates), or use the property for continuing sustainable forest management.
Before accepting the property, external independent professional appraiser introduced by a reputable auditing company evaluated the asset and attributed a value of USD 66 Million excluding the value for the tropical hard wood.
To arrive at this prospective value once logging is permitted, certain public registrations must be obtained which is a lengthy process. To secure the property and immediately start obtaining the permits, Vital Source S.A. has offered the usufruct over the asset which has been accepted by GENESIS Solar España S.L. and will now be the part of the asset to be contributed to GENESIS Solar España S.L. or assignee.
GENESIS Solar España S.L. will proceed with its building and ordering process of the key equipment of the factory. Certain decisions will be made and published in the near future. As a result, the pending change of ownership of GENESIS Solar España S.L. to become a subsidiary of GENESIS Solar Corporation can now be implemented and these transactions will be made public upon completion.
6th december, 2010
Peter Jacobs/Damian Greco, managing directors of Genesis Solar España S.L.
Herald A.M.A. Janssen LLM, managing director of Genesis Capital Management Ltd.
Thomas Geraets, managing director of Vital Source S.A.