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| GEYI.OB > SEC Filings for GEYI.OB > Form 8-K on 20-Nov-2008 | All Recent SEC Filings |
20-Nov-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
On November 11, 2008, Global Energy, Inc. ("Global") entered into a Joint Venture Agreement (the "Agreement") with S.C. Supercom S.A., a Romanian company ("SC"), and S.C. Target Group S.R.L., a Romanian company ("TG").
Global and SC have agreed to incorporate a legal entity in Romania under the name "Super Energy S.A."("NewCo"), which is to engage in converting municipal solid waste ("MSW") into diesel fuel in Romania using certain KDV500 systems and related technology developed by Dr. Koch.
The initial share capital of NewCo is to be 51% held by Global and 49% held by SC, with each contributing 5% of their shares to TG upon incorporation of NewCo so that the share capital of NewCo would be held in the following manner: Global 46%, SC 44% and TG 10%. Initially, the board of directors of NewCo will be comprised of four board members, with Global and SC each entitled to appoint two each.
Additionally, it was agreed, among other things, that SC would purchase the first relevant system and install it no later than April 30, 2009, with SC transferring it to NewCo upon demonstration of the economic feasibility of said system, 30 days continuous operation and production at 75% efficiency, at the same cost and terms which SC was granted. Global's affiliate, AK - Global Energy GmbH ("AK"), is to guarantee, together with the producer of the equipment, the good function of the installation to the established parameters, respectively processing MSW and obtaining 500 liters of diesel per hour.
All projects are to be financed by way of "project finance" pursuant to which SC will provide the 100% required equity via a special purpose vehicle. NewCo is to reimburse SC for investments it made on its behalf.
It was also agreed that NewCo would distribute to its shareholders at least 25% of all annual net profits after tax and after repayment of shareholder loans, in the form of dividends or otherwise.
10.1 Joint Venture Agreement between Global Energy, Inc. and S.C. Supercom S.A.
and S.C. Target Group S.R.L.
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