SIT gains strong foothold in Europe with 30% acquisition of German PV/roofing installer

Los Angeles, CA, November 28, 2004- The Directors of SIT are pleased to announce that it has entered into an agreement with the shareholders of Dachland GmbH (“Dachland”), a German based installer of PV/roofing solutions, to acquire 30% of its issued share capital for €1.5 million payable in cash.

SIT also has the option to acquire the remaining 70% of shares in Dachland by April 2006, payable in cash and shares.

Commenting on the acquisition, Edward Stevenson, CEO of SIT, said: “This acquisition represents SIT’s first initiative into the European marketplace and underlines our commitment, made at the time of our IPO in May, to accelerate our access to this key region.

Dachland, with its long and successful track record and excellent reputation, enables SIT to increase our presence in Germany, the largest commercial industrial PV market place in the world.

“We look forward to continuing to develop our profile in Europe and believe that our association with Dachland will enable us to achieve that objective.”

Summary information on Dachland

Dachland, based in Mainz, Germany, is a privately-owned roofing contractor which specialises in installing single ply, green and photovoltaic roofing systems. Over the last two decades it has installed membranes sourced from Sarnafil, a wholly-owned division of the Swiss-based Sarna Group, which is also a key supplier to SIT.

Dachland has installed recently a number of PV systems for the commercial roofing market in Germany and has built a strong pipeline of business. In the year to 31 December 2003, Dachland, which is profitable, generated revenues of approximately €8.6 million (unaudited). 

Transaction details

In addition to the cash consideration, SIT will provide an indemnity to Dachland's current shareholders and related parties to cover Dachland’s outstanding bank loans and facilities, amounting to approximately €3.15 million.

An additional cash and shares consideration may be payable by SIT in the event that certain specified revenue targets for the three years 2005, 2006 and 2007 which are incremental to Dachland’s base plan are met.  This additional consideration is capped at €1.5 million (of which the maximum share content is 25%).

SIT also has the option to acquire the remaining 70% of the issued share capital in Dachland by April 2006, for a total consideration of €3.5 million, payable in cash and shares (of which the maximum share content is 25%). Subject to certain performance criteria being met by Dachland, should SIT decide not to exercise the option during this period, Dachland shareholders will be able to repurchase the 30% holding at a price potentially lower than the acquisition price.

SIT also has the option to pay the additional consideration or that under the option arrangement in the form of cash only.

Other matters

The transaction is expected to close on 1 January 2005 and is subject to normal pre closing conditions.

Edward Stevenson, SIT’s CEO, will be appointed to the Board of Dachland at closing. In addition, SIT will be able to nominate a second Board member who will be appointed the CFO of Dachland.

Libertas Capital Corporate Finance Limited acted as financial advisers to SIT.

For further information please contact:

Solar Integrated Technologies

David Potter, Chairman

020 7849 6465

Edward Stevenson, Chief Executive Officer

001 323 231 0411
(GMT minus 9 hours)

Bruce Khouri, Chief Operating Officer

 

 

 

Buchanan Communications

 

Charles Ryland, Mary-Jane Johnson, Ben Willey

020 7466 5000

 

 

Libertas Capital Corporate Finance Limited

 

Peter Greensmith, Aamir Quraishi

020 7569 6950

 

 

Notes to Editors:

About Solar Integrated Technologies, Inc

Solar Integrated Technologies, Inc which is based in Los Angeles, California, designs, manufactures and installs proprietary photovoltaic systems for commercial, industrial and mobile applications worldwide.

SIT generated revenues of approximately $8.3 million in the year to 31 December 2003, and approximately $9.6 million in the 6 month period to 30 June 2004.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  In some cases you can identify forward-looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect, "believe,"  "estimate," "anticipate," "predict," "project," "potential,"or the negative of these terms, and similar expressions intended to identify forward-looking statements.  Investors should not place undue reliance on the forward-looking statements contained in this news release.  Forward-looking statements are based on assumptions and estimates and are subject to risks and uncertainties.  Important factors that could cause actual results to differ materially from those identified in the forward-looking statements in this news release include: changes in general economic and political conditions, interest rates and currency exchange rates; market factors, including competitive pressures and changes in pricing policies; changes in interpretations of existing legislation or the adoption of new legislation; loss of major customers; the occurrence of litigation or claims; natural and manmade disasters, including acts of terrorism or war; and other factors described in the "Risk Factors" sections of the Company's AIM Admission Document dated 7 May 2004.  Each forward-looking statement speaks only as of the date on which it is made, and except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.