Global Innovative Acquires 49.6% Interest in Lightscape Technologies (Macau) Limited
HONG KONG -- November 1, 2006 -- Global Innovative Systems Inc. (OTCBB: GBSY) is pleased to announce that its wholly owned subsidiary, Tech Team Development Limited ("TTD"), has completed the acquisition of an additional 49.6% ownership interest in Lightscape Technologies (Macau) Ltd. ("Lightscape Macau"). As a result of the acquisition, Lightscape Macau is now a wholly owned subsidiary of Global Innovative.
The transaction was completed on September 29, 2006, pursuant to a Sale and Purchase Agreement among TTD, Albert Yee Tat Chan and Luminous LED Technologies Limited as vendors and Michelle Siu Kwan Lam and Joseph Sui Kei Lam as guarantors. The transaction is described in a current report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 5, 2006.
TTD acquired 49.6% of the registered share capital of Lightscape Macau, in exchange for the payment of MOP12,400 and the issuance of 1,200,000 common shares of Global Innovative in the name of Albert Yee Tat Chan. As a result of the acquisition and as of September 29, 2006, Lightscape Macau became a wholly owned subsidiary of Global Innovative.
Pursuant to an Escrow Agreement dated September 29, 2006, the 1,200,000 shares were deposited into an escrow account. The release of the shares by the escrow agent to Albert Yee Tat Chan and/or to Global Innovative for cancellation will be made pursuant to the terms set forth within the Sale and Purchase Agreement and the Escrow Agreement. All of the 1,200,000 shares shall be released to Albert Yee Tat Chan upon the determination that the net profit of Lightscape Macau and its subsidiaries is not less than HK$20,000,000 during the period October 1, 2006 to September 30, 2007 (the "Profit Guarantee Period"). If the net profit of Lightscape Macau and its subsidiaries is less than HK$20,000,000 during the Profit Guarantee Period, the percentage of the 1,200,000 shares equal to the percentage of the shortfall from HK$20,000,000 shall be released by the escrow agent to Global Innovative for cancellation, with the balance of the shares released to Albert Yee Tat Chan. If there is no net profit for Lightscape Macau and its subsidiaries during the Profit Guarantee Period, all 1,200,000 shares shall be released to Global Innovative for cancellation.
The shares issued in this transaction have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933.
"The acquisition of the remaining ownership interest in Lightscape Macau, coupled with the profit guarantee, provides Global Innovative with the opportunity to increase our future earnings while providing a level of protection for existing shareholders against dilution," said Bondy Tan, President and CEO of Global Innovative. "Global Innovative plans to continue its growth strategy through internal growth initiatives, as well as carefully selected accretive acquisitions."
Lightscape Macau provides full service lighting design solutions to clients in Macau including interior set design and fabrication, computer-controlled special effects, intelligent lighting, laser and multimedia technologies.
About Global Innovative
Global Innovative Systems Inc. (OTCBB: GBSY) delivers customized energy management solutions, lighting products, innovative lighting solutions and construction services. Since 1999, over 100 commercial, industrial, government and multi-residential clients have benefited from Global Innovative's solutions. Through wholly owned subsidiary Tech Team Holdings Limited, Global Innovative provides total energy management products and solutions which optimize energy consumption, lower costs, and enhance competitiveness for clients. Through subsidiary Beijing Illumination (Hong Kong) Limited, Global Innovative manufactures and sells HID (High-Intensity Discharge) lighting products and Ultra High-Pressure Mercury Lamps. Through joint venture subsidiary Lightscape Technologies (Macau) Ltd., Global Innovative provides full service lighting design solutions including interior set design and fabrication, computer-controlled special effects, intelligent lighting, laser and multimedia technologies. Through joint venture subsidiary Pro Shing Construction Team Macau Limited, Global Innovative provides a comprehensive range of design and build services for major development projects, including site foundation construction, building construction and fitting-out work. Our headquarters are in Hong Kong, and we have offices in Singapore, China, Macau and Canada.
Safe Harbor Provision
The Private Securities Litigation Reform Act of 1995 provides a "Safe Harbor" for forward-looking statements. This Press Release may contain, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are identified by their use of terms and phrases such as "believe," "expect," "plan," "anticipate" and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from Global Innovative's expectations, and Global Innovative expressly does not undertake any duty to update forward-looking statements. These factors include, but are not limited to, Global Innovative's ability to increase its future earnings through the acquisition of the 49.6% interest in Lightscape Macau; Global Innovative's ability to successfully implement its strategy for growth through internal initiatives; Global Innovative's ability to successfully complete accretive acquisitions in the future; and other factors which may cause the actual results, performance or achievements of Global Innovative to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning potential factors that could affect the company is detailed from time to time in the company's reports filed with the Securities and Exchange Commission.
Distributed by Filing Services Canada and retransmitted by Market Wire
Source: Marketwire (November 1, 2006 - 1:07 PM EST)
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