> Company news
GiraSolar Inc.; General Update to shareholders
Dear Shareholders,
This letter to shareholders is being provided to update our shareholders about recent developments and events not previously published.
With respect to the past business of the Company, our emphasis has been on reorganizing our management team and board of directors. We intend to provide more communication to our shareholders regularly, which will include providing information regarding projects and products brought to market. In addition, we expect to share our view on the market developments worldwide, which we believe is important as our views are regularly contrary to those of many analysts'.
In this update we will discuss several recent historical developments; however, it is impossible to cover them all. Nevertheless, we hope that this general update, which we expect will cover most of our relevant events in 2007, will sufficiently fill any information gap that existed since early 2007.
Sincerely,
J. Miller/President & CEO
W.M. Koornstra/Chairman
Recent changes in management and board of directors:
Due to various differences concerning company strategy and implementation of such strategy, the Company went through a series of changes in its Board of Directors and Management.
The series of changes began with the appointment of Mr. James Miller as President in June 2007, which prompted further changes. Following this event, a change occurred with regard to the holders of the Series A Convertible Preferred Stock ( the "Series A ") after which I.S.A BV, the private holding company of our Chairman Mr. W.M. Koornstra, remained as sole holder of such shares. As such, I.S.A. BV was entitled to appoint a majority of the members of the board of directors, and did appoint Mr. Koornstra Chairman, replacing Mr. P. Klamka. This was again followed by the appointment of Mr. F. Gerwig as a board member in the place of Mr. D. Brody in November 2007.
Following the changes in the board of directors, the board embarked on a review of events and achievements in the period since GiraSolar Inc. acquired a 51% interest in GiraSolar BV, our operations centre and revenue source. This ongoing review of events and achievements in turn resulted in further management changes, including the departure of Mr. P. Klamka from his remaining positions and Mr. J. Miller temporarily assuming vacant positions. We expect this will result in a significant reduction in the Company's GS&A expenditure.
The Company has herewith embarked on a new course, which we hope will lead to achieving our goals for the Company and investors, starting with our efforts to prepare a renewed application for OTCBB registration.
Consequent changes in the size and nature of the debt position of the company:
In conjunction with changes in the BOD and management it was without doubt of paramount importance to also address the debt position of the Company. A significant portion of our debt was to Mr. Klamka due to accrued expenses. The terms of the debt, consisting of convertible notes, largely convertible at low fixed prices, made it possible that the number of outstanding shares (OS) of the Company could suddenly increase dramatically upon conversion, which could form a major obstacle to obtaining external financing and attracting investors on the open market.
The appointment of Mr. Miller, as President, led to the commencement of negotiations, which resulted in a final settlement of a debt note of $303,362 and conversion of the Series A held by Mr. Klamka for shares of common stock. Follow-up negotiations led to further agreements pursuant to which the remaining convertible notes previously owned by Mr. Klamka will be transferred to a Dutch non-profit entity which promotes and supports renewable energy upon payment by such entity of certain sums to Mr. Klamka. This entity, generally friendly in nature towards the Company and its goals, has agreed to pay Mr. Klamka certain amounts at specified points in time, as well as to amend the terms of the notes, reducing interest payable by the Company from 21% to 8% annually and reducing the conversion rate to a 25% discount to market price instead of a fixed conversion price, which was partly at 2 cents per share as described in our Forms 10QSB ended June and September 2007. The notes are currently held in escrow and will be released to such entity upon payment in full to Mr. Klamka. However, the notes may revert to Mr. Klamka if such entity should default on its obligations.
Furthermore, we have been informed that the entity that acquired the notes has no intention to convert the notes and will allow the Company ample time to repay the notes.
With the described changes the Company has significantly reduced and partly eliminated the risk of sudden massive dilution through conversion of the aforementioned notes and reduced its debt position as well as interest payments of which we hope to see the effects materialize in our 2008 reports.
Overview of business activities executed in 2007:
The last Press Releases by the Company mentioned various solar energy projects in Turkey. We now wish to update you on the project in Turkey and other business developments.
Activities of DutchSolar (DS): DutchSolar is mainly a B2B supply company and continued its activities in its main markets in Germany and Spain, generating the bulk of the group's revenue. In 2007, it renewed and had new supply and procurement contracts of various sizes in Germany with aleosolar AG, ErSol AG and Ubbink Solar, a subsidiary of the German CentroSolar group. Further, DS continued to develop its existing relationships in China, i.e. with China Sunergy, Yingli and had first orders from companies like TrinaSolar, Suntech Power and LDK. Besides these more industrial relationships, DS broadened its base as supplier to installation companies and project developers as well as new manufacturers in its existing markets. This includes regionally well known companies such as Aresol SA (ES), Klenk (D), Renovalia (ES), LaserShot (D), GridSolar (NL), Wessels Regeltechnik (D), Pevafersa (ES), Hafner (D), Novasolartechnik (G), and Solarday (IT). The company also ventured into Belgium with reasonable success since its market opened up after introduction of a feasible FIT on solar power generation and is now further developing its network. DS also shifted its attention back to its core business in comparison to 2006, and as such the revenue generated from silicon and derivates reduced. Gross profit nevertheless increased significantly in 2007, as silicon based business generally yields a fairly low margin on large volumes. However, despite a significant increase in system component sales and improving margins, net income nevertheless declined. Other relevant events: To support sales in Spain the company established a sales support office in Logrońo in the north of Spain under the name GiraPhoton Iberica and started with the establishment of a joint-venture in Greece, which we expect will be finalized in 2008.
Activities of GiraMundo (GM): GM was established with the aim of serving markets in developing countries allowing the company's team to capitalize on its experience in such markets and its typical requirements. The focus of its activities is on rural project development. Typically this type of project has a very long lead time, since these have to be developed from the initial idea to final phase by the Company and local partners. It is needless to say that subsidies are often required and obtaining these requires a carefully developed plan which has to be agreed upon by the relevant authorities and donors. Significant projects therewith will normally have a lead time of at least a year to several years which complicates financing as financing programs and/or requirements may change during the lead period. Fortunately, our attempts to qualify under the PSOM Program - a highly effective tool of the Dutch Government to stimulate investment and business in emerging markets - were successful. In 2007, the Government agency SenterNovem selected - amongst a few other proposals from the many submitted - our project proposal by GM and qualified it for support with an amount of approximately € 450,000 or approximately $ 650,000 which is to be paid out over the project period. This PSOM project aims at the establishment of a joint-venture in Ethiopia with our partner Solar Technospread PLC to distribute and install so called SolarHomeSystems (SHS) in rural areas with lacking power supply infrastructure. The official approval by the Dutch Government agency 'SenterNovem' was obtained on the 31st of August 2007 after a thorough selection process and upon a favorable review by the Royal Dutch Embassy in Addis Ababa. Thereafter, the required investment permit was obtained from Ethiopian authorities on the 3rd of September 2007 after which the JV was established on the 17th of the same month and the business license obtained the day after. We believe that this fast sequence of events clearly indicates the high standing of our Ethiopian partner, Mr. Adane Wolde Michael (managing director of the JV), and of his staff and network. GiraMundo and Solar Techno respectively share 60/40 in this JV, operating under the name SolarMan. SolarMan will initially execute some 350 installations in our primary target area in cooperation with a World Bank credit program and involvement of local Micro-Finance Institutions (MFI). Solar Technospread was established in 2004 and is working on Solar Projects in the SNNP Region, Gedio Zone. Its headquarters are based in Addis Ababa, with a branch office in Yirga Chefe. We anticipate that the successful execution of each phase of 350 systems will lead to a follow up phase of another 350 installations under this program. Besides the planned project of course further activities are being deployed to increase the scale of operations in Ethiopia. GM further plans to replicate the project and business model used in other countries. Aside from these larger scale projects GM executed project and system design activities for smaller scale projects in Ghana, Uganda and Namibia in which both GM and DS acted as supplier.
Activities of GiraSolar Turkey (GST): The Company had been invited - through its early 2004 established subsidiary GST - to propose and possibly partake in the construction and installation of two power systems on two separate Turkish islands to overcome problems of lacking or unreliable grid power supply as announced in our PR in January 2007.
The extensive engineering experience of our team allowed us to propose tri-hybrid power systems, incorporating existing power supply in a renewable energy solution, reinforcing the power supply and allowing independent operation. The proposed systems by our Company were selected as the best solution and both projects received a go-ahead from our clients.
The Kizilada or Red Island Project, located in the bay of Fethiye in the west of Turkey, is a project for a commercial client, exploiting tourist facilities on the island which has no grid connection. The proposed system basically is intended to largely replace inefficient and expensive power supply by fuel generators and incorporates existing fuel generators, wind power and solar power in a combined power supply system. In addition to technical specifics, our Company was selected as supplier because of our first in its kind leasing formula for RE projects in Turkey. The Company developed this financing tool with Garanti Bank, a major Turkish bank with branches in various EU countries and elsewhere. This energy system has been successfully installed and we anticipate could lead to follow up projects in i.e. the tourist sector of Turkey also due to the attractive financing mechanism, however there is no assurance as to such follow up projects .
The second project - the Gökceada or Wind Island Project - is a UN sponsored demonstration project located near the ancient city of Troy in the west of Turkey. This island regularly suffers power blackouts as a result of storms disrupting the fragile power supply. Our Company again was selected as supplier based on the engineered solution of a tri-hybrid power system, incorporating grid-power, wind power and solar. Though the project execution has progressed far, this project is not yet fully installed due to later arrival of certain materials. Finalization of this project is expected to follow swiftly, now that the required materials have cleared customs. The UN sponsorship of this demonstration project makes this project very special to our Company and we expect to play a role in further projects which are envisioned to be executed, especially along the Black Sea coast, where several projects are in their start-up phase. However, there can be no assurance as to our role in further projects.
Besides these two projects, our subsidiary GST has been involved with many other projects as project leader or material supplier and our Company i.e. continues to partake in the development of a solar car by the Ege University racing team of Izmir. Furthermore channel partnerships for BOS and other third party components have been realized with Hoppecke GmbH, Morningstar, Steca, Atersa, SMA and various other suppliers of name, strengthening GST's product portfolio and its market position. Further the production of mounting structures like FlatFix is now fully transferred to Turkey. Through GST's successfully deployed activities it has now become a major and recognized player in the emerging Turkish market. However, it must be noted that the Turkish market is still in its infant phases and needs to be developed, amongst others by our own activities. Nevertheless, with the support of the unique leasing and financing programmes developed with Garanti Bank, support by the Ege University and the several projects in the pipe line, we expect that developments will be favourable and new and that more significant projects will follow, although we cannot assure that this will be the case. It is also a noteworthy achievement that throughout 2007, GST operated without additional financial support from the group for the first time since it was established. As such we expect GST to develop into a net contributor to the group's results in 2008, though we expect further investments to take place as the company intends to move its facilities to the city of Izmir.
R&D activities: The Company continues to participate in various forms and roles in several fundamental R&D projects. Notable projects include EU funded projects like Helsolar, Selflex and Reflects, which aim at improved cell efficiency and/or output and/or reduced cell production cost per Wp through application of self-formation technology (www.self-formation.lt), bi-facial cell development and internal reflectors. These projects are executed with financing from the EU Commission through the Directorate General for Transport and Energy (DG-Tren) and in cooperation with the 'Institut für Solarenergieforschung' (ISFH/www.isfh.de) in Hameln/Emmerthal, partner with the 'Leibniz University' of Hannover, both located in Germany, as well as with a large contribution of MSI, Lithuania and several other EU partners. Further the Company continues its participations in innovations, which are sometimes patentable like ClickFit (www.click-fit.nl) and if successful provide a competitive edge to its users, mainly installation companies.
Our highest R&D priority is however with our GiraSi projects, which led to the recent patenting of our silicon production process. Currently the Company is in discussions with the few universities which master the specific environment and conditions required for further development. The Company will report on the progress of these discussions as soon as an agreement is reached, however there can be no assurance that an agreement will be reached. To summarize the benefits of the GiraSi method for silicon production, it suffices to state that we believe that the process can be made significantly more energy efficient than conventional methods, less polluting and hazardous through its electrolysis based process, which could lead to a significant cost reduction in the production of solar grade - and possibly higher grades - silicon.
With ever increasing silicon prices under current market circumstances, cheaper silicon would have a significant impact on solar cell pricing, whereas in a possible future situation of overcapacity, cheaper silicon is more likely to yield a better return.
Other activities by the group's entities: Our Company continues to develop (channel) partnerships for third party products which we believe are necessary to add to our product portfolio especially in these trying times of continued relative silicon shortage and will report on relevant events when executed. Further, the group continued sponsorship of the University of British Columbia's (UBC) 'Snow Star' team (www.snowstar.ca), which i.e. participates in the NASA Beam Power Challenge and the group continues to support the racing team of Ege University (Izmir, Turkey) in its solar car development. Both relationships are considered reciprocal and yield the Company certain input in the field of technology development and networking, which we hope to capitalize on in the future.
CONCLUSION
The BOD and management hope that this information is helpful to our shareholders to fill in on 2007 events and we look forward to improving our position in the market place in 2008.
This letter to shareholders contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, The forward-looking statements are based on current expectations, estimates and projections made by management. We intend for the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "believes'' "seeks," "estimates," or variations of such words are intended to identify such forward-looking statements. All statements in this release regarding the future outlook related to GiraSolar, including expectations as to communicating and publishing future updates, reduction of expenses, continued development relationships, benefits of our research and development, expected roles in further projects are forward-looking statements. Additional uncertainties and risks are described in GiraSolar's most recently filed SEC documents, such as its most recent annual report on Form 10-KSB, all quarterly reports on Form 10-QSB and any current reports on Form 8-K filed since the date of the last Form 10-KSB. Copies of these filings are available through the SEC website at www.sec.gov. All forward-looking statements are based upon information available to GiraSolar on the date hereof. GiraSolar undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise
GiraSolar Inc. to Present at Intersolar 2007 Trade Show
Monday June 4, 8:49 am ET
GiraSolar Will Exhibit at the World's Major Solar Event of 2007, Intersolar 2007, Occurring June 21st Through June 23rd in Freiburg, Germany
DEVENTER, THE NETHERLANDS--(MARKET WIRE)--Jun 4, 2007 -- GiraSolar Inc. (Other OTC:GRSR.PK - News), an umbrella organization for subsidiaries, partners, and affiliated entities active in the field of solar energy product development, production, and application, today announced that GiraSolar has once again been selected to exhibit at the Intersolar 2007 international trade fair in Freiburg, Germany.
ADVERTISEMENT
Intersolar 2007 is Europe's largest international trade fair for solar technology, focusing on photovoltaics, solar thermal technology, and solar architecture. Intersolar 2007 is the only European solar technology trade fair which has been recognized as an international trade fair by both the German Trade Fair Industry Association (AUMA) and the World Organization for Trade Fairs and Exhibitions (UFI).
Compared with last year, it is expected that the number of exhibitors at the trade fair will have increased from 454 to 600, while the exhibition space will have been expanded from 26,000 square metres to 34,000 square metres. A new visitor record is also expected, with 26,000 visitors from more than 90 countries. This further underlines Intersolar's status as the meeting place of the international solar industry and highlights GiraSolar's importance in participating in the event.
Peter Klamka, President of GiraSolar, commented, "The decision to again exhibit in Freiburg at Intersolar 2007 is in the strategic interest of GiraSolar as a whole. It is an excellent opportunity to both strengthen and create industry relations and to present cutting edge GiraSolar solutions to industry partners."
Besides exhibiting at Intersolar, GiraSolar has also presented this year at several of the most important trade shows and conferences in the EU, which currently represents 66% of the world solar market. GiraSolar's focus has been on exhibitions in fast growing markets with substantial generic support to investors in solar energy systems. GiraSolar presented itself at exhibitions in Italy, Spain, and Greece and also at promising target countries in Central and Eastern Europe.
Wieland Koornstra, CEO of GiraSolar, further stated: "With at least one exhibition per month over the past half year, GiraSolar is executing its strategy to swiftly become well-known in promising and relatively new markets. Better visibility of GiraSolar is also part of our efforts to move closer to larger end users with the intention to capitalize on the extensive solar engineering capabilities of GiraSolar."
About GiraSolar, Inc.:
GiraSolar, Inc. is a US-Dutch holding company based in Ann Arbor with its operational HQ in Deventer, The Netherlands, through GiraSolar BV. It is an umbrella organization for subsidiaries, partners, and affiliated entities, active in the field of solar energy product development, production, and application. GiraSolar's three subsidiaries consist of 100% owned DutchSolar B.V., 51% owned GiraSolar Turkey Ltd. Ste. (GST), and 100% owned GiraMundo B.V. The group focuses with its business activities on silicon, solar cells, solar modules and solar energy systems. For more information, please visit the Company's web site at www.girasolar.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical information, the statements set forth above include forward-looking statements that involve risk and uncertainties. The Company wishes to caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include, but are not limited to, the risk factors noted in the Company's filings with the United States Securities and Exchange Commission, such as the rapidly changing nature of technology, evolving industry standards and frequent introductions of new products, services and enhancements by competitors; the competitive nature of the markets for the Company's products and services; the Company's ability to gain market acceptance for its products and services; the Company's ability to fund its operational growth; the Company's ability to attract and retain skilled personnel; the Company's ability to diversify its revenue streams and customer concentrations; and the Company's reliance on third-party suppliers.
Contact:
Investor Relations
TMS Capital LLC
Thomas Sauve
(646) 245-2465
