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Solar Integrated Technologies, Inc.
SOLAR INTEGRATED ANNOUNCES £10M FINANCING
AND BOARD CHANGES
London, UK, and Los Angeles, California, December 20, 2006 – Solar Integrated Technologies, Inc. (AIM:SIT.LN), a leading provider of building integrated photovoltaic (BIPV) roofing systems, announces today that it has raised £10 million (£9.5 million after cash expenses) by the issue of 33,333,333 new Common Shares at a price of 30p per share, representing a discount of 37.5 per cent. to the closing mid-market price on 19 December 2006. The Placing Shares have been placed by Mirabaud Securities with institutional and other investors, including a strategic investment of £1.25 million made by investment vehicles owned or controlled by three new members of the Company’s Board of Directors. The net proceeds of the Placing will be used to meet the Company’s immediate working capital requirements, including to pay down its senior credit facility and aged payables, and to strengthen the Company’s balance sheet as the Company moves into its next phase of growth.
The Company will host a conference call on 20 December 2006 at 1.00 pm London time / 8:00 am ET / 5:00 am PT to further discuss these and related developments. Investors and analysts can participate in the call by dialing +44 20 8974 7900 with access code 274376.
In connection with the Placing, Solar Integrated is delighted to announce the appointment, with effect upon Admission, of Brian E. Caffyn, Frederik W. Mowinckel and Nicholas A. Wrigley to the Board as Chairman, Vice-Chairman and non-executive director, respectively. Effective upon Admission, David R.W. Potter, currently Chairman of the Board, will continue as a non-executive director, and Paul M. Allison, currently a non-executive director, will retire from the Board. Bruce M. Khouri, one of the Company’s founders and the Company’s largest shareholder, will move from the operational management team, where he served as President and Chief Operating Officer, to the position of non-executive director. R. Randall MacEwen, who has served as Interim Chief Executive Officer of the Company since July 2006, is today confirmed in his position as President and Chief Executive Officer of the Company on an ongoing basis, as well as a new member of the Board of Directors.
To further align UPC Energy Group, a new renewable energy business owned and controlled by, inter alia, Brian E. Caffyn, Frederik W. Mowinckel and Nicholas A. Wrigley, to maximize the Company’s shareholder value, and to further incentivise UPC Energy Group and each of Messrs. Caffyn, Mowinckel and Wrigley to invest a significant amount of their time and attention to oversee, support and accelerate the Company’s growth, UPC Energy Group has been granted five-year warrants over 7,700,000 Common Shares at an exercise price equal to the Placing Price, and over a further 3,300,000 Common Shares at an exercise price of 250p.
Commenting on today’s developments, R. Randall MacEwen, President & CEO, stated:
“Today marks a watershed event for Solar Integrated – the transition of the Company to a more mature business, with the capital and board stewardship required to execute our business plan. Today’s financing provides a critical injection of working capital to help ensure the Company’s ability to support continued growth. In addition, the new board appointments bring significant experience to the Company in delivering profitable projects in the renewable energy sector in Europe and the United States, including with structured finance projects. Taken together, these developments better position the Company as we enter 2007.”
Commenting further, Mr. MacEwen stated:
“On behalf of the board, management and employees, we thank and honor Bruce Khouri for his vision, passion, innovation and commitment since founding the Company. We are pleased that Bruce will continue to provide the benefit of his considerable experience as a valued director and advisor.”
Commenting on his resignation as an officer and employee of the Company, Bruce M. Khouri stated:
“This transaction represents a logical transition of my contribution and involvement with Solar Integrated. Under Randy’s leadership, the Solar Integrated team has made significant progress over the past six months, culminating in today’s capital raise and board changes. With the capital in place to fund growth, and with the quality and depth of our management team, it is very gratifying for me to leave Solar Integrated with full confidence in the Company’s future success. I look forward to supporting management in my ongoing role as a director and advisor.”
Mr. MacEwen also commented:
“We would also like to thank Paul Allison who has provided invaluable and selfless assistance during his tenure as a non-executive director since the Company floated on AIM in May 2004. Paul’s integrity, professionalism, understanding of the important and delicate balance between supporting and challenging management’s positions, and effective communication skills were integral to the Company’s navigation through very choppy waters.”
Background to and reasons for the Placing
The Company’s current financial position has been well documented. At the time of the publication of the annual report and accounts for the year ended December 31, 2005, the Company stressed the priority of raising further working capital and strengthening the Company’s balance sheet.
On September 29, 2006, in its report of the financial results for the first half of 2006, the Company noted that it continued to operate in a challenging working capital environment, and that the Company would continue to review opportunities to improve the fundamentals of the business, improve the Company’s cash flow, and strengthen the Company’s financial position.
Today’s financing and related developments represent the outcome of that process and follow a period of intense activity during which the Company:
- Reduced its intake of inventory to better align with sales and production requirements.
- Since July 2006, implemented an overhead cost reduction program which the Company expects to yield in excess of $2.5 million in annualized costs savings. A portion of these annualized savings will reduce the Company’s costs in the second half of 2006, with the remaining portion taking effect in 2007.
- In August 2006, obtained a waiver from its breach of certain covenants under the Company’s revolving line of credit with an affiliate of GE Energy Financial Services. The credit facility was also amended to provide access to more capital under the borrowing base eligibility criteria and to provide the Company with more flexibility relating to the facility’s financial covenants.
- In September 2006, signed a new multi-year supply and cooperation agreement with United Solar Ovonic LLC, a wholly owned subsidiary of Energy Conversion Devices, Inc. (ECD Ovonics) (NASDAQ:ENER), which agreement contemplates the purchase by Solar Integrated of more than 100 MW of flexible thin-film amorphous photovoltaic laminates from United Solar Ovonic through December 31, 2010. Under the new agreement, Solar Integrated retains certain exclusivity rights in the North American market for its BIPV application, dependent upon certain minimum purchase requirements. The new supply and cooperation agreement also contemplates that the parties will collaborate to reduce product cost.
- During a challenging working capital period, continued to close new business and qualify additional prospective projects. In September 2006, the Company announced that it won a $5 million contract from the United States General Services Administration (GSA) for the installation of a turn-key BIPV roofing system for the NARA Murphy Federal Records Center in Waltham,
- Massachusetts. In October 2006, the Company announced that it has won an order from ProLogis Spain S.L., a subsidiary of ProLogis (NYSE:PLD), a leading global provider of distribution facilities and services. The order, which is for a 104 kW BIPV roofing system to be installed at a distribution facility in Santa Oliva, Spain, is the second order received by Solar Integrated from ProLogis.
- Conducted a board and management review of strategic alternatives to maximize value for shareholders and other stakeholders.
- In September 2006, when the Company released its 2006 first half financial results, it provided visibility on its performance in its four market segments – Europe Solar, U.S. Direct Solar, U.S. Financed Solar, and Roofing and Maintenance. For the first half of 2006, the Company achieved gross margin performance of 7.5 per cent., with gross margin performance of at least 14.5 per cent. in three of its four market segments, with flat gross margin performance on the remaining and largest market segment – U.S. Financed Solar. Based on various activities under the Company’s margin improvement plan, the Company expects to improve its gross margin performance in the second half of 2006 and into 2007.
- Given the margin performance for the U.S. Financed Solar segment in the first half of 2006, additional projects that were scheduled for the second half of 2006 were delayed by the Company in an effort to improve the project structure and terms. The Company determined to complete an additional 7 projects in the U.S. Financed Solar segment in the second half of 2006 in order to reduce the Company’s inventory position and enhance the Company’s working capital profile. The Company expects these 7 projects to comprise about 30 per cent. of the Company’s revenue mix for the second half of 2006.
The borrowing amount available under the GE credit facility fluctuates according to Solar Integrated’s level of eligible receivables and inventory positions. As of 19 December 2006, the facility had approximately US$5.0 million drawn down, which will be paid down out of the net proceeds of the financing.
The existing directors today confirm that, in their opinion, having made due and careful enquiry, the working capital available to Solar Integrated and its group will be sufficient for at least twelve months from the date of Admission.
Current trading, ongoing strategy and prospects
The Company continues to focus on improving the business fundamentals, including profitable revenue growth, gross margin expansion, reviewing the structured finance business model, managing overhead costs with discipline, tightly managing cashflow (including reducing its inventory position), and investing in the areas of the business that will drive additional growth.
The Company expects full year 2006 revenue to be around the mid-point of its previous guidance range of $35 million to $45 million. For the full year, the Company expects to complete projects aggregating approximately 4 MW of BIPV product. In addition, the Company expects improved gross margin performance in the second half of 2006 as compared to the first half of 2006. The Company plans to record non-recurring charges in its 2006 financial results relating to the impairment of its $3.2 million receivable from SCR Group, Inc. (details of which are set out below), costs related to the aborted U.S. listing and other restructuring charges associated with the cost reduction program which has been implemented. The Company also expects to incur a significant non-cash charge in 2006 in connection with the expensing of warrants and options. The Company expects to report negative EBITDA and a net loss for 2006.
Commenting on the Company’s sales outlook, Robert W. Campbell, Executive Vice President, Sales & Marketing, stated:
“We continue to see increasing market interest in our products and services, including in key European markets and U.S. states. We are seeing opportunities for larger contracts and for repeat business. We continue to build our brand in our target markets. In support of growth in 2007 and beyond, we plan to deepen our relationship with existing customers, expand into additional European markets, further develop our distribution and channel partners, enhance our structured finance model, and introduce new production applications.”
R. Randall MacEwen further stated:
“The experience base and skill sets of Brian Caffyn, Frederik Mowinckel and Nick Wrigley are strongly aligned with our core areas of strategic focus. They bring significant experience, understanding and contacts in the European and U.S. renewable markets. Brian Caffyn has a proven track record in successfully structuring and developing renewable energy projects in Europe and the U.S. We view UPC Energy Group as a significant resource and accelerator to further build and grow our business. Given the business plan of UPC Energy Group as a future project developer of solar projects, we also expect UPC Energy Group to be an important future customer.”
Organizational change and progress
Commenting on the Company’s organizational progress, R. Randall MacEwen stated:
“We have invested a significant amount of time over the past 6 months to better understand our markets, our product costs, our project costs, our structured finance business, opportunities for product cost reduction, opportunities for improved efficiencies, opportunities for margin expansion, and opportunities for overhead cost reduction. This intense process has been a catalyst for team-building and culture change that will drive improved performance going forward. I am very proud of the commitment and hard work of every employee in the Company during this challenging and important period. Each one of our functional groups has made rapid and measured progress during this period.”
In the finance and accounting function, the Company has made some additional organization changes since John M. Palumbo, Chief Financial Officer, joined the Company in February 2006. At that time, Mr. Palumbo recruited Jim Balas as Vice President, Finance and Steven Jones as Corporate Controller. Over the past 6 months, Mr. Palumbo has added two additional members to the Company’s finance and accounting team. Mr. Palumbo noted:
“We continue to improve our ability to manage the business with financial and operational data. We continue to implement changes to improve the quality and timeliness of our financial reporting and to implement a more disciplined internal control environment. We are building on the progress we have made since February 2006 and are satisfied that our financial systems are adequate to fulfill basic requirements though we recognize that there is still much to be done to improve matters going forward.”
Under the leadership of Robert W. Campbell, who joined the Company as Executive Vice President, Sales & Marketing in December 2005, the Company’s global sales and marketing function has undergone significant change over the past 6 months, including personnel changes and implementation of new sales tools, customer qualification policies, quoting and contract review policies, compensation policies and improved tracking of sales prospects. Commenting on the changes, Mr. Campbell stated:
“We have improved our sales staff, policies and back-office capabilities to better position us to articulate the financial value proposition to the customer, manage the customer experience, and close profitable business.”
Over the past 18 months, Bruce M. Khouri has increasingly transitioned leadership of the Company’s operations functions to three new members of the Company’s operations management team, each with a strong and relevant experience base and skill set. Randall E. Jurisch, Vice President, Manufacturing and Product Development, joined the Company in August 2005 and now has full responsibility for manufacturing operations and product development activities. Randall B. Corey, Vice President, Construction Operations and Supply Chain Management, joined the Company in February 2006 and now has full responsibility for project estimating, management and execution for installed solar roofing projects and traditional roofing projects, as well as for the Company’s supply chain management. Klaus B. Schür, Managing Director of Solar Integrated’s German subsidiary, joined the Company as an employee in April 2006, and now has full responsibility for European administration and project operations.
Under the leadership and development of Kurtis G. Borg, Vice President, Energy Management, the Company has also increased its focus on its proprietary Renewable Energy Management software system. In 2007, the Company intends to strategically review the most effective business model to derive value from this product and service offering.
Management Options
In connection with the appointment, retention and motivation of senior management, the Company has implemented a new equity-linked compensation program that aligns management with the success of the Corporation and its shareholders. Under this program, the Company has granted to its senior management options to purchase an aggregate of 5,000,000 Common Shares, including an option to purchase 1,666,668 Common Shares to R. Randall MacEwen, all at an exercise price of 48p per share (the closing mid-market price on 19 December 2006). All of these options were granted under the Company’s Stock Option Plan, have a term of 6 years, and vest as to 33.3 per cent. on each of December 31, 2007, 2008 and 2009. Under this program, all previous options granted to the senior management team were cancelled.
Details of the Placing
Under the terms of the Placing, the Company has raised £10 million in gross proceeds (£9.5 million after cash expenses) by the issue of 33,333,333 new Common Shares at a price of 30p per share, representing a discount of 37.5 per cent. to the closing mid-market price on 19 December 2006. The Placing Shares have been placed with institutional and other investors by Mirabaud Securities. In addition:
- 2,500,000 Placing Shares are being subscribed at a cost of £750,000 by UPC Energy Group, which will be owned and controlled by, inter alia, Brian E. Caffyn, Frederik W. Mowinckel and Nicholas A. Wrigley
- 1,667,000 Placing Shares are being subscribed for by Bergensis Capital AS, a company wholly owned by Frederik W. Mowinckel, at a cost of £500,100;
- 128,252 Placing Shares are being subscribed for by R. Randall MacEwen, the Company’s President & CEO and a director, at a cost of £38,476;
- 100,000 Placing Shares are being subscribed for by David R.W. Potter, currently Chairman of the Board, at a cost of £30,000. Following such subscription Mr. Potter’s aggregate holding will be 152,544 Common Shares (representing 0.2 per cent. of the issued Common Shares from Admission).
The Placing Shares equate to 92.3 per cent. of the Company’s current issued share capital, and 69.0 per cent. on a fully diluted basis, allowing for the exercise or conversion of all outstanding warrants, options and Convertible Notes in existence immediately prior to the Placing.
To further align UPC Energy Group and each of Brian E. Caffyn, Frederik W. Mowinckel and Nicholas A. Wrigley to maximize the Company’s shareholder value, and to further incentivise them to invest a significant amount of their time and attention to oversee, support and accelerate the Company’s growth, UPC Energy Group has been granted five-year warrants over 7,700,000 Common Shares with an exercise price equal to the Placing Price, and over a further 3,300,000 Common Shares with an exercise price of 250p. 50 per cent. of the warrants granted at the Placing Price may be exercised in full or in part at any time within the period falling between one and five years following the date of grant, and the remaining 50 per cent. may be exercised in full or in part at any time within the period falling between two and five years following the date of grant. The warrants granted at a conversion price of 250p have been granted on the same terms as the warrants granted at the Placing Price. All of these warrants granted are dependent on Brian E. Caffyn, Frederik W. Mowinckel and Nicholas A. Wrigley continuing to serve as directors of Solar Integrated or any replacement nominees proposed by UPC Energy Group being approved by the Board to serve as directors of Solar Integrated. These warrants vest automatically on a change of control, or in the event that any of these individuals (or their replacement nominees) are removed from the Board other than for just cause or in the event that any replacement nominee approved by the Board is not approved by the shareholders of the Company (where such approval is required under the Company’s certificate of incorporation and/or bylaws). UPC Energy Group is expected to be formed in January 2007; until such time, the warrants and Common Shares referred to in this announcement as being granted to or subscribed by UPC Energy Group will vest in another legal entity, which is owned and controlled by Mr. Caffyn. References to UPC Energy Group in this announcement should be construed accordingly.
As consideration for its services in connection with the Placing, Mirabaud Securities has been granted warrants over 1,200,000 Common Shares with an exercise price equal to the Placing Price and over an additional 500,000 Common Shares with an exercise price of 250p. As partial consideration for its services in connection with the Placing, KBC Peel Hunt has been granted warrants over 166,666 Common Shares with an exercise price equal to the Placing Price. All of these warrants may be exercised in part or in full at any time within a three year period from the date of grant.
In accordance with the anti-dilution and re-pricing provisions of the 2,000,000 warrants previously issued to GE Energy Financial Services, the Company will issue to GE Energy Financial Services an additional 617,353 warrants, and all of the aggregate 2,617,353 warrants will have an exercise price equal to the Placing Price.
Application has been made for Admission and it is expected that dealings in the Placing Shares will commence at 8.00 a.m. on 21 December 2006. The Placing Shares will be issued as fully paid and will rank pari passu in all respects with the existing issued and outstanding Common Shares, including as to voting rights and the right to receive any future dividends and other distributions.
Following Admission, the number of issued and outstanding Common Shares will be 69,462,951. After giving effect to the exercise or conversion of all outstanding warrants, options and Convertible Notes in existence immediately after Admission, the total number of Common Shares on a fully diluted basis will be 101,344,823.
Under the terms of the IPO Placing Agreement, the Company is required to obtain written consent from a majority of its Shareholders and from KBC Peel Hunt (the Company’s Nominated Adviser) to non pre-emptive issues in any rolling 12 month period of in excess of 10 per cent. of the Company’s issued share capital from time to time. Such written consents have been obtained from KBC Peel Hunt and from Shareholders holding, in aggregate, 53.8 per cent. of the Company’s issued share capital, including Bruce M. Khouri who holds 32.5 per cent. of the current issued share capital.
The Company has also complied with the pre-emptive rights included in the Company’s
6.5 per cent. convertible notes due November 1, 2010. The notes have semi-annual cash interest payments due on May 1st and November 1st, may be converted at any time prior to their maturity into Common Shares at US$3.392 per share, subject to certain adjustments. In the event that the Company does not consummate a qualified U.S. public offering by May 1, 2007, the interest rate on the notes will increase to 8.5 per cent. per year from May 1, 2007. In the event that the Company does not consummate a qualified
U.S. public offering by November 1, 2008, the note holders may require the Company to repurchase for cash all or a portion of their notes at a repurchase price equal to 100 per cent. of the face amount, plus accrued interest. The Company currently has US$31.1 million outstanding in aggregate principal amount of the notes.
Board changes and ongoing arrangements with Bruce M. Khouri
In conjunction with the Placing, the Company is also making various changes to its Board.
Conditional upon Admission, each of Brian E. Caffyn, Frederik W. Mowinckel and Nicholas A. Wrigley shall be appointed to the Board as Chairman, Vice-Chairman and non-executive director, respectively. David R.W. Potter, previously Chairman of the Board, will continue as a non-executive director, and Paul M. Allison, previously a non-executive director, will retire from the Board. Bruce M. Khouri, one of the Company’s founders and the Company’s largest shareholder, will move from the operational management team, where he served as President and Chief Operating Officer, to the position of non-executive director. R. Randall MacEwen, who has served as Interim Chief Executive Officer of the Company since July 2006, is today confirmed in his position as President and Chief Executive Officer of the Company on an ongoing basis, as well as a new member of the Board of Directors.
Brian E. Caffyn, 47, is the founder of a group of companies involved in various types of renewable energy projects, including wind and solar, primarily in Italy and the United States. He has over 20 years of extensive experience in financing projects on a nonrecourse basis first, including with GE Capital and subsequently with Heller Financial, in the areas of wind, co-generation, hydro, solar, geo-thermal, waste-to-energy, and biomass energy projects. Since forming his first wind energy company in 1996, Mr. Caffyn has successfully completed some of the largest wind energy projects ever financed while overseeing the development and operation of over 750 MW of operating wind energy projects. Mr. Caffyn is anticipated to be a co-founder of UPC Energy Group, a yet to be formed entity with a focus on renewable related investments and projects. Mr. Caffyn holds a Bachelor of Arts in Finance and Quantitative Methods, Babson College, 1981.
Frederik W. Mowinckel, 43, is anticipated to be a co-founder of UPC Energy Group, a yet to be formed entity with a focus on renewable related investments and projects. He is also Chairman of Bergensis Capital AS, an investment company with holdings in various listed and unlisted companies in the renewables, industrial and real estate sectors. Mr. Mowinckel has over 18 years of director-level strategy, management and general business experience in over 45 different countries. He has led several turnaround situations of global manufacturing and trading companies such as Hunton Fiber AS, TNC International (Asia) Ltd., and Rikett Technology AS. He was previously Chief Operating Officer for Europe of Solar Integrated Technologies, Inc. from February 2005 to March 2006. Mr. Mowinckel holds a Bachelor of Science in Business Administration from University of Rhode Island.
Nicholas A. Wrigley, 45, is anticipated to be a co-founder of UPC Energy Group, a yet to be formed entity with a focus on renewable related investments and projects. Mr. Wrigley was previously a partner with the law firm Clifford Chance LLP for over 10 years and acted in numerous corporate finance transactions acting for bidder and target companies and financial advisers (including over 100 public offerings and private placements in Italy). He was responsible for opening Clifford Chance’s office in Milan and was head of Clifford Chance, Italy until 2006. He was a member of Clifford Chance’s Global Management Committee as Head of Continental Europe until 2005. Mr. Wrigley is a solicitor and is admitted to the Law Society of England and Wales and the Italian Milan Bar. Mr. Wrigley holds an LL.D in law from Sussex University.
R. Randall MacEwen, 38, joined the Company as Executive Vice President, Corporate Development, General Counsel and Corporate Secretary in September 2005. He was appointed as Interim Chief Executive Officer in July 2006. Mr. MacEwen started his career as a corporate and securities lawyer with Torys LLP, a leading North American business law firm, where he advised on corporate finance, mergers & acquisitions, and corporate governance matters from 1995 to 2001. Mr. MacEwen joined Stuart Energy Systems Corporation, an alternative energy company, in October 2001 as Vice President, Corporate Development, General Counsel and Corporate Secretary. During his tenure with Stuart Energy, Mr. MacEwen led Stuart Energy’s strategic planning, corporate finance, mergers & acquisitions, legal, investor relations and human resources activities. Mr. MacEwen led Stuart Energy’s initial public offering, its acquisition of its largest competitor, its follow-on public equity offering, and its sale to Hydrogenics Corporation, a leading fuel cell developer, in January 2005. From January 2005 to July 2005, Mr. MacEwen served as the Vice President, Corporate Development, General Counsel and Corporate Secretary of Hydrogenics Corporation, co-leading the integration of Stuart Energy. Upon Admission, Mr. MacEwen will hold 128,252 Common Shares (0.2 per cent. of the then issued Common Shares) and options to purchase 1,666,668 Common Shares.
Save as set out in this section and in the section below headed “Further information on new board members”, there are no further disclosures to be made in relation to Messrs. Caffyn, Mowinckel, Wrigley and MacEwen pursuant to paragraph (g) of Schedule 2 to the AIM Rules.
The resolution proposing the appointment of Victor Fryling to the Board at the Company’s annual and special meeting held on July 13th, 2006 was not put forward and Mr. Fryling was not appointed to the Board.
Under the terms of a separation agreement entered into today between Bruce M. Khouri and the Company (“BMK Separation Agreement”), Mr. Khouri has agreed to retire as an officer and serve as a non-executive director and advisor, with separation arrangements for up to two years based on current compensation arrangements in year one and reduced arrangements in year two. In addition, Mr. Khouri has agreed with the Company to an orderly marketing arrangement in respect of his holding in the Company. He also agreed that for as long as he owns, directly or indirectly, or otherwise controls at least 3,500,000 of the issued and outstanding Common Shares, he will vote his holding in any general meetings of the Company to support the election of Messrs. Caffyn, Mowinckel and Wrigley (or replacement UPC Energy Group nominees) as directors of Solar Integrated.
SCR Group, Inc. (“SCR”)
As was described in the Company’s AIM admission document dated 7 May 2004, SCR (which remains jointly owned by Bruce M. Khouri and Edward J. Stevenson, the cofounders of Solar Integrated), as a then well established provider of energy efficient roofing systems for a wide range of commercial/industrial buildings, provided important context at the formation of Solar Integrated. Not only did it act as a subcontract installer of Solar Integrated BIPV roofing systems, it was able to provide a valuable source of pre-qualified customers to Solar Integrated. Its established track record provided the credit history which was used to arrange for early credit arrangements entered into by the Company. Typically, where either Solar Integrated or SCR entered into material credit arrangements, the relevant creditor sought a cross-guarantee from the other company, as well as personal guarantees from Bruce M. Khouri and Edward J. Stevenson in certain circumstances.
At the time of Solar Integrated’s admission to AIM in May 2004 (“AIM Admission”), it was contemplated that Solar Integrated would work to develop its own installation and technical services division. This process has not happened as rapidly as was envisaged at the time, with the result that SCR has had to continue to act as a subcontract installer of Solar Integrated roofs, beyond the time that was originally anticipated at the time of AIM Admission. However, since the time of AIM Admission, Bruce M. Khouri has overseen the process of building Solar Integrated’s own installation and technical expertise, as well transferring vendor and customer goodwill of SCR to Solar Integrated with the intent of dissolving SCR in an orderly fashion. This process concluded in 2006 with the signing of a trade union agreement whereby Solar Integrated became the direct employer for the remaining technical service/installation employees.
In November 2005, the Company used part of the net proceeds of its US$37 million private placement of Convertible Notes to repay all senior bank debt of Solar Integrated in full amounting to approximately US$11.7 million, plus an additional amount of US$2.1 million of senior bank debt owed by SCR under the terms of the cross-guarantee provided by Solar Integrated. As consideration for the Company paying off such amount, SCR provided the Company a promissory note dated 30 December 2005 of an aggregate face value of US$2.1 million bearing interest at 6.5 per cent. and repayable on December 31, 2006 (the “SCR Promissory Note”). Since that time, the Company has paid various costs of SCR related to SCR’s activities as a subcontractor for the Company which SCR was not able to pay, resulting in a total account receivable from SCR to the Company of approximately $3.2 million. From an accounting perspective, the Directors of Solar Integrated (other than Bruce M. Khouri) have agreed that it is prudent to write off this amount in 2006. This decision has been taken after considering various factors, including the current financial position of SCR, the fact that it has negligible assets remaining, and the expected wind-up of SCR, and reflects the unlikely recoverability from SCR of the amount owing under the SCR Promissory Note.
Under the BMK Separation Agreement, Bruce M. Khouri has provided the Company a conditional personal guarantee (the “BMK Guarantee”) pursuant to which Mr. Khouri has agreed, conditional upon any future sale by Mr. Khouri of Common Shares, to direct the first use of net proceeds to pay the Company all amounts outstanding from SCR to the Company.
The impairment of the amount owing by SCR to the Company, and the entering into of the BMK Guarantee are both related party transactions within the meaning of the AIM Rules, since Mr. Khouri owns 50 per cent. of the voting share capital of SCR and is a director of, and substantial shareholder in, Solar Integrated. The Directors of Solar Integrated (other than Mr. Khouri) consider, having consulted with KBC Peel Hunt, that the terms of such transactions are fair and reasonable in so far as Shareholders are concerned.
Further information on new board members
Brian Eugene Caffyn
Brian E. Caffyn is, or has been in the 5 years prior to the date of this announcement, a director or partner in the following companies or partnerships:
Company / Partnership
102 St. Antoine, L.P.
191202309 Alberta 20 Ulc.
9162-0716 Quebec, Inc.
9162-0690 Quebec, Inc.
BEC Arizona Properties, LLC (previously named CEB Cape Holdings, LLC)
BEC 1 Cape Properties LLC
BEC Montana Properties LLC (previously named CEB Cape Properties, LLC)
BEC Montana Properties 2, LLC (previously named BEC Cape Holdings, LLC)
BEC Texas Properties LLC
E.F.A. Ltd.
HC 750 Place D’Armes, Inc.
HC-750 Place D'Armes, L.L.P.
HC St. Jovite I, Inc.
HC St. Jovite II, Inc.
Place d’Armes Land Partners II, Inc.
Place D’Armes Land Partners, Inc.
Wind City, ULC
Aquamarine, Ltd.
Atlantic Wind, LLC
Atlantic Wind Power LLC
Balywind, S.L.
BEC Cape Properties LLC
BEC Wind, LLC
Cape Wind, LLC
Cape Wind Associates, LLC
Canandaigua Wind Partners, LLC
Complete Systems Corporation
Dakota Wind Power I, LLC
Dakota Wind Power II, LLC
EnerCiel B.V.
EnerCiel, SARL
EnerCiel Tunisie, SARL
Equinox Capital Holdings, Inc.
Europe Wind, B.V.
Europe Wind II, B.V.
Europe Wind III, B.V.
Europe Wind IV, B.V.
Europe Wind V, B.V.
Europe Wind VI, B.V.
Evergreen Wind Power, LLC
Evergreen Wind Power II, LLC
Evergreen Wind Power III, LLC
Evergreen Wind Power IV, LLC
Evergreen Wind Power V, LLC
Italian Vento Power Corporation (IVPC), Srl
IVPC Energy B.V.
IVPC Energy 3 B.V.
IVPC Energy 4 B.V.
IVPC Energy 5, B.V.
IVPC Energy 6, B.V.
IVPC Energy 7, B.V.
IVPC 2000, Srl.
IVPC 4, Srl. (Italian Vento Power Corporation)
IVPC 6, Srl
IVPC Marche, Srl.
IVPC Marche 2, Srl.
IVPC Puglia, Srl
IVPC Gestione, Srl IVPC Management, Srl IVPC Management 2, Srl IVPC Service, Srl IVPC Service 2, Srl IVPC Service 3, Srl IVPC Service 4, Srl IVPC Service 5, Srl IVPC Service 6, Srl IVPC Sicilia, Srl. IVPC Sicilia 2, Srl. IVPC Sicilia 3, Srl. IVPC Sicilia 4, Srl. IVPC Sicilia 5, Srl. IVPC Sicilia 6, Srl. IVPC Umbria, Srl. IVPC Wind, Srl Kaheawa Wind Power, LLC Kaheawa Wind Power II, LLC Maine Wind Partners, LLC Maine Wind Partners II, LLC Matywind, S.L. Millford Wind Corridor, LLC New York Wind Partners, LLC Nantucket Wind, LLC Offshore Energy Resources, Inc. Rosiwind, S.L. Turtle Dove International, Inc. UPC Asia Wind Partners, LLC UPC Europe Wind Partners, LLC UPC Helas Wind, EPE UPC International Partnership CV UPC International Partnership CV II UPC Oregon Wind, LLC UPC Mars Hill Wind Partners, LLC UPC New York Wind, LLC UPC Power Spain II, S.L. UPC Tunisia Wind Partners, LLC UPC Utah Wind, LLC UPC Vermont Wind, LLC UPC Wind Partners, LLC UPC Wind Partners II, LLC UPC Wind Prospects, LLC Wind Farm Prattsburgh, LLC Wooden Crates, Ltd. Wind City, Inc.
Wind City Penna Oil & Gas, LLC Wind City Oil & Gas, LLC Wind Mill Oil & Gas, LLC Wind Mill Equipment Holdings, LLC Zeta Petroleum, Inc. Asia Wind Management, LLC International Energie, Inc. Europe Wind Management, LLC UPC Construction Management, LLC UPC Hawaii Wind O&M, LLC UPC Hawaii Wind Construction, LLC UPC Maine Wind Construction, LLC UPC Maine Wind O&M, LLC UPC O&M Management, LLC Wind City Oil & Gas Management, LLC Wind City Tennessee Oil & Gas Management, LLC
Frederik Wilhelm Mowinckel
Frederik W. Mowinckel is, or has been in the 5 years prior to the date of this announcement, a director or partner in the following companies or partnerships:
Company / Partnership
Mowinckel Management AS
Bergensis Capital AS
Bergens Elektriske Faergeselskab AS
Hunton Fiber AS
Rikett AS (merged with Rikett International AS)
Rikett International AS (previously named The Norwegian Connection AS)
Rikett Holding AS (merged with Rikett Technology AS)
JJH Holding AS (previously named Rikett Technology AS)
TNC Invest AS
TNC International (UK) Limited
Courtfield Gardens Management Limited
TNC International (Asia) Limited (previously named East Pool Estate Limited)
Rikett Asia Limited (previously named Westford Limited)
Knight-Rikett, LLC
Kalahari Floor Tiles Pty Ltd.
Gaborone Enterprise Pty Ltd.
Royal Blue Investment Pty Ltd.
In May 2002, Bergensis Capital AS (a Norwegian incorporated company owned by Mr.
Mowinckel) completed a voluntary members’ liquidation of one of its wholly-owned
subsidiaries, Rikett International AS (previously named The Norwegian Connection AS).
Nicholas Andrew Wrigley
Nicholas A Wrigley is, or has been in the 5 years prior to the date of this announcement, a director or partner in the following companies or partnerships:
Company/Partnership
Clifford Chance LLP Clifford Chance Studio Legale Marfin Financial Group Holdings SA Helm Finance Sgr SpA
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise:
| Admission |
admission of all the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules, expected to take place on 21 December 2006 |
| AIM |
a market operated by the London Stock Exchange |
| AIM Rules |
the rules published by the London Stock Exchange governing admission to, and the operation of, AIM |
| Board |
the board of directors from time to time of the Company |
| Common Shares |
shares of common stock in the Company |
| Convertible Notes |
the 6.5 per cent. subordinated convertible notes due 2010 issued by the Company on 4 November 2005 |
| Directors |
the directors of the Company other than the New Directors |
| IPO Placing Agreement |
the conditional agreement dated 7 May 2004 between the Company, the Directors |
| KBC Peel Hunt |
KBC Peel Hunt Ltd, the Company’s nominated adviser, a member of the London Stock Exchange and authorised and regulated by the Financial Services Authority |
| London Stock Exchange |
London Stock Exchange plc |
| Mirabaud Securities |
Mirabaud Securities Limited, a member of the London Stock Exchange and authorised and regulated by the Financial Services Authority |
| New Directors |
Brian Eugene Caffyn, Frederik Wilhelm Mowinckel and Nicholas Andrew Wrigley |
| Nominated Adviser |
KBC Peel Hunt Ltd. |
| Placing |
the conditional placing by Mirabaud Securities of |
|
33,333,333 new Common Shares on the terms of the Placing Agreement |
| Placing Price |
30p per Placing Share |
| Placing Shares |
the 33,333,333 new Common Shares to be issued by the Company pursuant to the Placing |
| SCR |
SCR Group, Inc., a company jointly owned by Bruce M. Khouri and Edward J. Stevenson |
| Shareholder |
a holder of Common Shares |
| Solar Integrated or the Company |
Solar Integrated Technologies, Inc. |
About Solar Integrated:
Solar Integrated Technologies, Inc. (SIT: AIM.LN) is a Los Angeles-based company that manufactures, designs and installs building integrated photovoltaic (BIPV) roofing systems for non-residential, low-slope rooftops. We are a global leader in the development of an innovative and proprietary BIPV roofing system that combines flexible thin-film solar modules with a single-ply roofing membrane for large-scale commercial and industrial applications. Our BIPV roofing system enables our customers to transform a traditional rooftop into a value-generating asset. Our customers include Coca-Cola Enterprises, Frito-Lay, Honeywell, ProLogis, San Diego Unified School District, Toyota, U.S. Air Force, U.S. GSA, U.S. Navy and Wal-Mart. For more information, please visit www.solarintegrated.com.
Mirabaud Securities and KBC Peel Hunt (both of which are authorized and regulated by the FSA) are acting as respectively, broker and Nominated Adviser to Solar Integrated in relation to the Placing. They are not acting for anyone else and will not be responsible to any other person for providing the protections afforded to their clients or for advising any other person in relation to the Placing or any other matter referred to in this announcement.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into the Australia, Canada, Japan, New Zealand, South Africa, Switzerland or the United States. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, Japanese, New Zealand, South African, Swiss or US securities laws.
THIS ANNOUNCEMENT IS NOT AN OFFER OF NEW COMMON SHARES FOR SALE IN THE UNITED STATES. THE NEW COMMON SHARES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THERE WILL BE NO PUBLIC OFFER OF THE NEW COMMON SHARES IN THE UNITED STATES.
Forward-Looking Statements:
This release includes forward-looking statements which are based on certain assumptions and reflect management’s current expectations as contemplated under the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of these factors include: uncertainty as to whether our strategies, partnerships and business plans will yield the expected benefits; general global economic conditions; the availability and cost of capital; general industry and market conditions and growth rates; increasing competition; the ability to identify, develop and achieve commercial success for new products, services and technologies; changes in technology; changes in laws and regulations, including government incentive programs; intellectual property rights; our ability to secure and maintain strategic relationships, including key supply relationships; and the availability of, and our ability to retain, key personnel. Additional factors are discussed in our public disclosure materials from time to time. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events
| or otherwise. |
| For more information, please contact: |
| Solar Integrated Investor Relations Contacts: |
| R. Randall MacEwen |
John M. Palumbo |
| President & CEO |
Chief Financial Officer |
| Los Angeles, California, USA |
Los Angeles, California, USA |
| +1.562.299.0136 |
+1.562.299.0121 |
| Julian Blunt or Oliver Stratton |
|
| KBC Peel Hunt |
|
| +44.20.7418 8900 |
|
| Solar Integrated Media Contacts: |
|
| Gavin Anderson & Company |
|
| Ken Cronin or Deborah Walter |
|
| London, UK |
|
| +44.20.7554.1400 |
|
|
|