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Equity
This is an equity investment opportunity. Through equity crowdfunding you can invest in a start-up or small business and profit from growth in the value of the business.
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Solarus Sunpower B.V. team 14
Solarus Sunpower B.V. Venlo, NL

Solarus. 3x more energy!

This is the unique opportunity to become shareholder in the solar energy disruptor Solarus. Invest in the future, invest in Solarus!

$505,171 INVESTED
87%
$582,210 18
Required Days left
2.84%
Equity
The concept

Potential investors should read this summary as an introduction to the investment memorandum. Every decision to invest should be based on studying the full investment memorandum, including the attachments

Summary issue

  • Issuing entity: Solarus Cooperative UA
  • Website issuing entity: http://solarus.com/
  • Type of issuance: Equity
  • Date of issuance:  12 januari
  • Issuance amount: Minimum €500.000
  • Minimal nominal value per participation: € 20
  • Issue price of Solarus Cooperative UA memberships: € 20.
    Solarus Cooperative UA will buy shares from Solarus Sunpower BV at €14 per share.
  • Use of funds: Growth 
  • Risk profile: Hoog (Click here for more information on Symbid risk profiles)
  • Symbid costs issuing entity: 5% success fee. Minimum: € 17.500 
  • Symbid costs investor: 1% administration fee
  • Target group issuance: Retail investors/ crowdfunders
  • Expected return: Not fixed. Depends on the financial results of Solarus Sunpower Holding BV

More information on the return can be found at the section "return" under "Finance"

The memberships are offered by Symbid Cooperatie UA. The provider is NOT the issuer of the memberships. The issuer of the underlying shares is Solarus Sunpower Holding B.V.

Investors in this issue will join as B-members of Solarus Cooperatie UA, who will in turn use the entire proceeds to acquire new ordinary shares in Solarus Sunpower Holding B.V.

Within the business plan and offering documentation, the 'issuer' will be regarded: Solarus Sunpower Holding BV.


The concept

Solarus developed and manufactures the PowerCollector, a hybrid solar collector that harvests up to 70% of the energy from the sun. On average, PowerCollectors produce 3x more energy from a surface compared to conventional solar panels: 3x more energy, 3x more CO2 reduction, 3x more profits.

Last year Solarus closed the largest Symbid equity crowdfunding campaign till date and is nominated for the Dutch Crowdfunding Awards. In 2017 Solarus closed a € 6.7 million investment round. With this fresh capital we were able to further automate our high-tech production facility in Venlo enabling production of our PowerCollector at mass scale. Our team has been strengthened by three experienced sales professionals with whom we defined a clear focus on the hospitality and (food) industry markets. This focus resulted in signed term sheets with the Hilton and other hotel chains in South Africa, a large project in The Netherlands and business partnerships in India, Cyprus and Africa. Currently Solarus is in serious negotiations for an even bigger investment round.

Our mission is "Sunpower for the People", but we also want to be a company from the people and enable everyone to become part of our company, journey and future success. Therefore, we believe that this is the right moment to launch this second, and probably last crowdfunding campaign. This is, in the slipstream of professional investors, a unique opportunity for private persons to become shareholder in Solarus as well, join our mission and benefit from our future success.

We are asking the crowd to fund an amount of at least € 500.000 with the ambition to exceed this. You are kindly invited to invest in the future!

Unique Selling Points

  • Our PowerCollector™ delivers the highest solar energy yield ever  measured: 70%! It generates up to 3x more energy than conventional PV-panels per square meter.
  • The product design completely is tailored for automated mass production. In combination with our business partners approach we can scale at speed
  • Swedish & Dutch robust design: strong patents and unique production technology makes it hard to copy but easy to scale.
  • Solarus is a B-corporation (www.bcorporation.eu) with a mission: fighting energy poverty and climate change.

Revenue model

Solarus revenues are generated by:

  • Selling PowerCollectors™ and accessories (direct and indirect)
  • Selling Assembly licenses to local assembly partners (upfront income and fee per unit). For 2018 we have two assembly factories planned, each bringing in EUR 1,8 million cash upfront
  • Besides selling the hardware we’re currently gaining experience with an Energy as a Service proposition that Solarus gets compensated for the energy that we deliver and save.

Achieved so far

Solarus recently celebrated its 10-year anniversary. In these 10 years we’ve been able to bring a scientific idea and concept to a product that can be produced at mass scale. Over the years more than 14 million has been invested in R&D and production facilities. With result: the production time of a PowerCollector decreased from 8 days 5 years ago to 6 minutes now! Based on the experience and the performance of 1.000 PowerCollectors at 40+ installations around the world, we were able to improve our product. In 2016 and 2017 we’ve closed five business partnerships in key markets. To manage and accelerate our growth, Solarus grew from 5 people in 2014, to 37 employees now. In 2016 we won, out of 124 contestants, the Accenture Innovation Awards for Clean & Affordable Energy and in 2017 the Erasmus Energy Business Award. In 2017 we further optimized our production facility in Venlo, we strengthened our (sales) team and delivered several large projects. Our sales and marketing efforts materialized into a strong sales funnel, multiple signed contracts and 25+ opportunities that we expect to materialize in 2018.


More company information is available in our corporate brochure

Required investment and purpose

In our financial plan we’ve anticipated on the following investments in 2018 and 2019: We call this the Business plan scenario and contains the following investments:

  • Marketing funds to expand commercial activities to meet our prognosed sales of € 10+ million in 2018 (0.5M)
  • Reduce production time by automated processes and scale up production capacity (2.5M)
  • Invest in product development following our Cost of Good roadmap to increase PowerCollector output and realize cost price reduction (0.9M)
  • Working capital to scale up production (0.3M)

This is a total of: 4.2M. We’re close to finalization a 2.6M investment round and we’re in the final discussions to obtain a 4M loan for asset investment. Herewith we can easily meet our needed cashflow. As a B-corporation however, we want to share our future success with a broader group of investors and therefore launch this crowdfunding campaign, in which we anticipate to raise an amount of 500k to 1.5M.

In case we do not meet these investment targets we will reduce our investment plans.

For the Reduced scenario (800k of the 4.2M), We need to raise at least 800k to run our business in the next 9 months. Investments in product improvement and production scaling will be delayed. In this scenario we’ll keep running our business with our current equipment and team and will keep on searching for additional funding.

In the Medium scenario (2M of the 4.2M raised), we will focus on sales and only invest in most important production optimization. Product development and innovation planning will be minimized. The amount will then be invested as follows:

  • Marketing funds to expand commercial activities to meet our prognosed sales of € 10+ million in 2018 (0.5M)
  • Reduce production time by automated processes and scale up production capacity (1M)
  • Invest in product development following our Cost of Good roadmap to increase PowerCollector output and realize cost price reduction (0.2M)
  • Working capital to scale up production (0.3M)

Part of the proceeds is spent on costs relating to the payment of the success fee to the provider. This amount depends on the amount of the issue. In total 5% of the proceeds of the issue will be charged to the issuer with a minumum of € 17,500. This is used for the costs related to payment of the success fee to the provider 

The proceeds are not sufficient for the rollout of the complete business plan scenario for 2018 and 2019. For this, an amount of € 4,200,000 is required according to the current estimate of the issuing institution. In addition to this issue, an issue is also offered to professional investors. 

This emission via provider Symbid Cooperatie UA is only successful if the 2 emissions together result in a minimum amount of € 800,000. If this emission has achieved the minimum amount of € 500,000 but NOT at least € 800,000, the emission can only be successfully placed if the emission that is offered to professional investors supplements at least the amount to reach the stated € 800,000. The issue that is additionally offered to professional investors is at the same price per share Solarus Sunpower Holding BV and does not grant any preferential rights to these professional investors other than in this issue. Within the issue to these professional investors, however, no placement costs are charged in the form of a success fee and the option, depending on the specific wishes of the professional investor, to join the board of directors of the issuer. Professional investors will also participate directly in the issuer and not via an Investor Cooperative. 


The issuer has other costs in addition to the costs related to the placement. These costs consist of notary fees and administrative costs and amounts:


Notary: 

Creation of an UA investment company or new memberships issue: € 650, - (ex VAT) 

Share issue with notarial deed: € 500, - (ex VAT) 


Administrative costs: 

Average annual costs for investors cooperative: € 500, - (ex VAT)

For the investor

In 2017 Solarus finished an investment round of € 6,7 million.  This fresh capital inflow enabled the company to expand business internationally.  Amongst the investors is the ForestEffect Fund, a leading impact fund that is liaised to the Dutch Good Growth Fund of the Dutch Government.  Next to ForestEffect Fund also the industry based investor NASACA Smart Energy Investment, signed in.  At the end of 2016 Solarus attracted € 800,000 with a successful crowd funding campaign.  The management of Solarus also invested substantially last year.

This is a unique opportunity to join our company and our mission.  Our mission is Sunpower for the People, as a certified B-corporation, we also want to share our future success with the people.  With this crowdfunding we are aiming at € 500.000 investment, representing 2,84% in shares in Solarus Sunpower Holding BV at € 14 per share.

Although Solarus already exists 10 years, the market of PV-T is still a relative new market.  Our growth strategy is based on growing commitments and positive feedback from our clients and business partner.

It should be clear that an investment in Solarus is in the category “High risk, high reward”.  Our management, our supervisory board and our employees are all fully committed to ensure Solarus will become a success.


Risks


General risks of investing in SME’s


Changes in law and regulation

There is a risk that the issuing entity experiences negative effects from changes in law and regulation by political decisions because this can impact the competitive landscape. This means, potentially 1 or more countries in which the issuing entity is active no longer offers a level playing field for stimulating measures for local players. For both production and implementation

Changes in Macro-Economic Conditions

Depending on the nature of the issuing institution’s activities macro-economic conditions may affect the costs of the issuing institution and/or its returns. The value of property depends on economic and financial trends, among other things. When prices in the property market go down between the point of purchase and the point of sale, the expected proceeds may go down as well.

Risks Associated with the Issuing Institution

Counterparty Risk

The issuing institution’s counterparties might not meet their financial obligations towards the issuing institution, or do so incorrectly or incompletely. As a result, returns for the issuing institution will be less than expected. Like any other business, the issuing institution runs the risk of a counterparty not being able to (fully) honour its financial obligations. This risk may arise if the counterparty is insolvent, for instance.

Issuing Institution Relies on Board Members

The functioning and operation of the issuing institution in facts depends on the specific knowledge and experience of its directors. With the loss of a board member that specific knowledge and experience could be lost as well. In the short or longer term, this could adversely affect the business operations and financial results of the issuing institution.

Competitive Risk

The markets in which the issuing institutions operate are often very expansive. In the Netherlands there are several other major players – in the Netherlands and abroad – that could qualify as direct competitors of the issuing institution. There is a risk that at some point those competitors will be more successful than the company in which the financing is realised. This would make it impossible for the issuing institution to acquire the claims it wants. As a result, the issuing institution may be hindered in meeting its payment obligations towards the investors.

Funding risk

There is a funding risk because additional funding should be raised within this emission to realize the plans for growth. This means that in case the issuing entity does not succeed in raising additional capital in this emission, this can limit future growth and can even lead to bankruptcy of the issuing entity.

Bankruptcy Risk

Investors run the risk of the issuing institution’s going bankrupt and/or being granted suspension of payments.

Tax Risk

Due to the investment’s multi-year character the effect of taxation on the issuing institution and on the return on investment are uncertain. The issuing institution may face legislative changes, new regulations or political decision-making that could be detrimental to the investors in financial terms. Over the years changes in Dutch regulations or new case law may have an adverse effect on the financial treatment of the investment or the investor.

The issuing institution’s tax position has not been pre-coordinated with the Tax and Customs Administration. If the Tax and Customs Administration does not accept the basic assumptions presented, the issuing institution’s results may be affected negatively. This in turn could hinder the issuing institution in fulfilling its payment obligations towards the investors.


Risks associated with investing via equity


Loss of capital invested

Most startups fail and because of this as an investor in equity it is more likely to lose the invested capital than get a repayment or return on your investment. Therefore it is wise to invest no more than the amount for which a loss will not impact ones standard of living. We advice everyone not to invest with borrowed money.

Illiquidity of investment in equity

Any investment in equity that an investor makes on the platform must be regarded as very illiquid. There is no market for selling the shares of a private company. This means that it is unlikely that the company's shares will be sold until the company sells the shares on a public market or the entire company is taken over. However, even for a successful company, it is unlikely that an IPO or full sale will take place within a few years after an investor has invested in the company.

Rarity of dividends

Startups seldom pay dividends. This means that if an investor invests in the equity of a company on the platform, it will be unlikely that despite the success it will earn money back through dividend or other profit distributions. Any profit will have to be made through the sale of the cooperative memberships. Even for a successful company, it is unlikely that this will take place within a few years after an investor has invested in the company.

Dilution in future financing rounds

Every investment in equity obtained through the platform can result in dilution. This means that if the company collects additional capital at a later stage, it will emit shares of the company to new investors. In this way, the percentage of shares per investor in the company decreases. These new shares could also contain a certain preferential dividend right, results from sales or other rights that are detrimental to the investor. An investment can also dilute by issuing stock options to employees, suppliers or other parties associated with the company.


Please be informed further on our general risk page about the risks as outlined above and find out more on our default reporting before you start investing.


Legal structure

The issuing entity is a BV founded December 30th 1996, and located in Venlo. The issuing entity is registered under KvK-number 30139006. The address of the issuing entity is Newtonweg 20, 5928 PN  Venlo. The website is: http://solarus.com/

The issuing entity is managed by Leendert Pieter Willem Zevenbergen and is a single legal representative. 

The current shareholders of Solarus Sunpower Holder BV are:

  • Stichting Innovatieve bedrijven en Projecten in the region of Venlo, with JAM Albers as legal representative;
  • Opack B.V.,with RGJ Linders as legal representative;
  • Solarus Sunpower Holding AB, with Goran Lundgren and Catharina Nystedt Ringborg as legal representatives
  • NASACA Smart Energy B.V., with Coen Mica as legal representatives
  • Forrest Effect Fund B.V., with Paulo AE Bononi Bello as legal representative
  • Ponzio Solar Facilities SA, with Marc Ponzio as legal representative
  • Solarus Cooperatie U.A., with Geerd Schlangen as legal representative
  • Adalta B.V., with Robert Beens as legal representative

The shareholder agreement can be found here


HR development 

In order to further grow our company, we expect that our team will increase by 7 to 9 new employees in 2018.  At this moment we have vacancies outstanding for technical projectmanagers to manage our current and upcoming projects. To increase sales we expect to grow our team in South Africa and India with 2 to 3 professionals, to support them also the technical support team need to be extended (2). For research & development we'll offer two positions in 2018. To manage our production we work closely with subcontractors how offer flexibility that is needed at this moment of our growth curve.


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Solarus Team
Making Solarus successful

An international and dedicated team with enthusiastic and engaged professional employees in e.g. solar engineering, sales, project management, production and logistics. All of them fully committed to make Solarus successful and contribute to accelerate the energy transition. Total number of employees is 37.

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Leen Zevenbergen
CEO

30 years entrepreneurial experience, 20 High-Tech startups, has headed several multinationals.
"For me it is important to work for a company that has a real meaning and purpose. Solarus is such a company, building a better world and being a force for good."

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Kees Onstein
CCO

20+ years entrepreneurial experience. Founder of one of largest solar related companies. Successful strategy implementer in renewable energy businesses.
"I started to work for Solarus as we have an opportunity to build one of the largest corporations in the world in delivering highly efficient and green energy solutions with a highly superior product."

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Anne Mieke van der Werf
CFRO ai

20 years of investment experience with focus on finance, business development, private equity and clean energy - enabler of several businesses (through GreenEconomics) with hands-on financial approach with relevant network.
"I want to strengthen young companies towards a solid and sustainable future. I believe that this product can change our energy consumption profiles and behavior."

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Jacko d'Agnolo
COO

25+ years of experience in strategy & implementation. Managing Partner of leading
Dutch Strategy Consulting firm.
"Solarus thinks and acts different. With our unique geometrical designed hybrid solar PowerCollectors and decentralized production model, Solarus is a certified B-corp and Blue Economy company and I am very proud to work for this relevant organization for the world."

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Joost Derks
Finance Director

Expansive 20+ year international corporate experience in finance, projects & operations.
"Working for Solarus means working with a team of enthusiastic people in an international and dynamic environment. The Solarus PowerCollector TM offers the highest return of energy per m2 at a competitive cost. Thus making the world a better and greener place for all of us and future generations."

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Tim Zijderveld
Director R&D

20+ years of experience in international product and technology development focused on sustainable solutions.
"The sun is by far the most powerful force of energy we have. I love to work on the latest technologies to harvest this energy. That combined with our international staff and mix of cultures makes working at Solarus a great experience."

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Ron Coolen
Director Intern. Business Development

20+ years of experience in (inter)national Sales & Distribution, ranging from start-up to corporate organizations.
"Solarus offers a unique combination of being good for our planet, and a huge business potential. Leveraging both is an incredibly attractive challenge for me."

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Robert Hermkens
Manager Manufacturing & Production

25 years of experience in developing, engineering, and styling.From prototype to end product with specialization in tooling and manufacturability.
"My ambition fits Solarus’ mission. Important for me is that we think what if and not in yes but, in other words: thinking in solutions. Moreover, it is a great company combining design & innovation to make the world a better place."

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Joost Brinkman
Director International Accounts

20 years of experience in (renewable) energy and sustainable business.
"I believe in the potential of the innovative Powercollectors of Solarus. They will have an enormous impact on this energy transition and I want to be part of this journey of positive change!"

The product

The Solarus PowerCollector™ is a concentrating, hybrid solar photovoltaic and solar thermal panel. Concentrating means that it has a curved mirror to collect and reflect more sunlight throughout the day. Hybrid means that it combines solar photovoltaic (PV) generation of electricity with solar thermal (T) generation heat.

PowerCollector units harvest heat and produce electricity within one integrated panel. The curved mirror reflects sunlight onto a receiver that is covered with solar cells and has heat extraction cooling channels inside. The result is a highly efficient power conversion ratio of 70% (50% through heat and 20% in electricity) compared to just 20% at peak power for standard PV panels.

These collectors can be linked to the grid or be used as standalone installations for heating or cooling as well as electricity generation. This makes them suitable for both developing nations where grid infrastructure is not available, as well as for use as an adjunct to mains electricity supplies.

The PowerCollector™ has the highest-ever yield measured*) for a solar panel. Its unique design allows the system to make the most of the sunshine — regardless of the season — without the necessity of expensive tracking technology. Its peak performance is 1.520 Wp: 1.250 Wp thermal and 270Wp electrical.

The PowerCollector™ has some strong patents for innovations in the concept, the concentrator and the high-performance silicone gel that protects the PV-cells. The product is very robust and accurate as it combines Swedish and Dutch industrial design.

*) Measured by TÜV, Arizona (USA), 2012

The End-user Case Payback time of PowerCollectors can be optimized to 4 years, depending on location and energy prices, making them a highly attractive product to potential clients.


Read more technical information in our technical brochure.

Unique Selling Points

  • Highest energy efficiency in solar: 70% of solar irradiation transformed into a mix of heat and electricity
  • The best alternative for solar energy generation with limited (roof)space
  • Patented technologies to optimize year-round performance
  • The only PVT-system that uses a concentrating mirror
  • The first PVT-system produced in a robotised facility
  • The heat is captured in isolated box this ensures great performance, even under cold and windy conditions
  • First ‘in roof’ PVT-system, eliminating mounting issues
  • Designed in Sweden, made in the Netherlands, ready to conquer the world

Revenue model

Solarus revenues are as follows:

  • Selling PowerCollectors™ and accessories (direct and indirect)
  • Selling assembly licenses to local assembly partners (upfront income and fee per unit). For 2018 we have two assembly factories planned, each bringing in EUR 1,8 million cash upfront
  • Solarus currently is gaining experience with Energy As A Service (EAAS), an innovative proposition for full energy solutions providing up to 50% energy savings on a monthly basis.  We developed a unique software tool which  can simulate and improve on customers’ energy system combinations including PV, heat pumps, PV-T power collectors, air conditioning systems and heating tanks.  This unique element of the Solarus solution will also provide a much higher profit margin for the company. Read more about our Energy as a Service for Hospitality and Food & Beverage



Key in our business model are our local business partners in each geography.  When we enter a country, we select one or more distributors (mostly larger installers and energy consultants) ready to develop the market with us.  When there is enough market potential we work towards setting up one or more assembly factories in the specific geography. Working with local business partners (distribution and assembly) is the multiplying factor in our business model.  Our personal networks and ambassadors help us in finding the right business partners and get the right introductions to them.  So far, we did so in Cyprus, India, Kenya, Rwanda, South Africa, Switzerland and Turkey.

Scalability

Now that we are scaling up our production facilities with a fully automated production line, we will be working towards economies of scale.  This means that over the next years we will be able to produce with good margins to finance our continuous growth and make a profit as well.

The license fee model that we will roll out with our assembly partners will also secure a future stream of income. For the future we can also decide to license out some of our patents.

Current status

By mid-2016 the design for the PowerCollector™ was ready to be moved into production.  In 2017 we made some last improvements that are included in our production process.  Today it is a stable and fully tested product that is being installed on in all our new projects.  We expect to be Solar Keymark certified early 2018 (http://www.estif.org/solarkeymarknew)

For all recent installations, we introduce an online monitoring system to monitor the performance of each system and give directions to our customers and to plan pro-active remote maintenance.  An integrated monitoring system, that combines both heat as well as electricity output is planned to go live in December 2017.

Planned developments

Based on our experience with our clients in South Africa, we are developing an Energy as a Service proposition.  In this model, we invest in the energy installation for the client. The client pays for the energy delivered (which for him is cheaper than regular energy), and after the contract term, the installation becomes property of the client. During the contract period we can implement energy saving measures of which the financial benefits are shared between our client and Solarus.

With our team we are working on further innovations that can be easily integrated in and add value to the PowerCollector such as an ‘in roof’ PowerCollector.  The first neighborhood with this energy producing roof is being realized at this moment with our partner Ponzio in Switzerland as well as on a villa in Venlo. This in roof solution can be used for designs for new buildings or renovation of existing structures.  

Off grid cooling and desalination are also applications that have a big potential and could be fueled by the heat of our PowerCollector. These applications will be further detailed in the coming year with industry partners. 

Target group

We operate in a fast-growing global market for sustainable energy. For this moment we focus on a few geographies and a few vertical B2B sectors. We see a strong demand from geographies with a combination of a lot of sun and high energy prices like: South-Africa, India, Islands (Cyprus, Greek Islands, Maldives, Caribbean). We also keep track of the European market in which a growing momentum to get rid of fossil fuels makes our solution an attractive option.  

Since the PowerCollector produces both heat (hot water up to 70C) and electricity, the following sectors are ideal for Solarus.

  • Hospitality:  Hotels and resorts.
  • Industry (food processing, process industries, laundry)
  • Residential (housing projects, apartments, district heating)  

Market size

The solar PV market is growing at a rapid rate, driven by a mix of developed nations and emerging markets such as Latin America, India, China and large parts of Africa.  On a domestic, business and medium industrial level, solar is a highly attractive proposition for end users seeking savings on their energy bills from grid suppliers, or for those not connected to a grid.

Half of all the energy consumed in the world each year is used for heating, and 30% of that is to produce heat within the 40-70ºC range.  There is also huge demand, especially in Africa and India where up to 70% of the population is not connected to the grid for energy, for cooling and food refrigerating purposes.  Solar PV-T is an excellent solution for both of these uses.

In 2012, the International Energy Agency (IEA) named PV-T technology as the most efficient way to obtain energy from the sun and said that it could solve the so-called roof top competition.  The PowerCollector combines best of both worlds and delivers both electricity and heat at an affordable price.  In 2017, Imperial College in London published a report that underlines the potential of solar thermal solutions for the European market and especially the promising outlook for combined thermal and electricity collectors.

Competition

In the field of PVT solar collectors there is a limited number of mostly small and local companies active.  We have analysed their technologies. No one uses the concentration technique we use, and the technological concepts differ quite a bit. Some of these market parties are still in POC (Proof of Concept) -phase and can't yet deliver. Names are: Fototherm, Solimpeks, Dualsun.  We measured performance of competing systems and we came out best (in most cases by far) in year-round performance.

Customer feedback

Our leading customers include:

  • The Vineyard Hotel (Cape Town) - 60 collectors installed in 2016, extra 120 ordered planned to be installed in 2018
  • Henri Willig Cheese Factory (Katwoude, Netherlands) - 88 collectors, installed in Q3 2017
  • Ipragaz, Turkey 60 collectors installed December 2016
  • Ponzio- Eco Thierrens, Switzerland 140 collectors
  • Theater vis-à-vis in Almere
  • Anco Lifestyle Centre in Venlo 48 collectors installed in Q2 2017
  • Hotel Zermatt: installed 2016
  • Sweden : multiple projects

Multiple hotels in South Africa, including the Hilton, already signed contracts, that will be effectuated in 2018. In the Netherlands we expect to announce a new large scale innovative project in the next months. Besides the main hotel chains, we’re in contact with several leading multinationals with high ambitions on renewable energy


Customer feedback

  • Owner of a boutique hotel chain: “The PowerCollector™ fits like an Italian shoe when looking at our energy needs.”
  • International installer of Solar: “This is the best system I ever saw in my 20 years of working with Solar energy.”
  • Financial leasing company for Solar systems: “This PowerCollector™ fills in the gap we need to fill for providing a Solar heating / cooling solution for Hotels, Resorts and Residential housing.”
  • Expert in solar energy and real estate entrepreneur: “this is remarkable, I’ve ordered 4 for my home and if they keep their promise, I’ll have it installed on several buildings”
  • Reactions from our partner in Switzerland on a regional real estate exhibition SIL in Etoy: “The Solarus panel raised the interest of all real estate professionals we met, as well as the HVAC specialists. The possibility to benefit from the best performances of a PV panel together with those of a thermal panel, while using the surface of only one panel, seduced all our visitors. Members of the most important Swiss group in the field of energy came to ‘spy’ the product while we were absent. Colleagues of a nearby stand informed us of their enthusiasm about PVT Solarus, which was qualified as revolutionary.”
  • Projectmanager Sustainable Energy Dutch Municipality: “We will use the PowerCollectors for several flagship projects in our city to reduce CO2 and create awareness for combining heating and cooling”.


New customers

The projects and customers we are working on right now are:

Hospitality: under negotiations 1.700 collectors for 30+ hotels & international hotel chains

Industry : under negotiations 3.700 collectors for 20+ clients in  food processing industries & soil remediation

Residential : under negotiations 4.500 collectors, projects identified for 20.000+ collectors

For the establishment of new assembly lines in 2018 we are in negotiations with two different investors on two continents. These investors have an energy distribution or building construction background with strong local networks.

Sales pitch

The PowerCollector™ is the third-generation solar technology with a major competitive advantage over the first (heat collection) and second(PV) generation.

Fifty percent of all energy consumed is for heating purposes. Up to now, most of that energy is non-renewable.  According to the International Energy Agencythe PV-T technology is the most promising way to capture the energy of the sun.  This is reflected by the highest yield (70%!) ever measured by TUV of the Solarus PVT technology.  The yield of a normal PV panel equals 20%.

With our technology we can provide you with 3x more energy from your roof. 3x more energy also means: 3x more profits.  Therefore, an investment in the PowerCollector of Solarus is the best investment, both from environmental as well as from financial perspective. 

What has been done before

IIn 2015/2016 we sold 1.000 PowerCollectors™.   

In 2017 we expanded our sales team with Kees Onstein (CCO), Ron Coolen (director International Business Development) and Joost Brinkman (Director International Accounts).  Their experience and network is a great asset to Solarus and already started to show with the development of new sales materials, new business partnership suite, the development of our Energy as a Service proposition and a growing sales funnel.

In 2017 we sold 500 PowerCollectors™ and > 10.000 PowerCollectors™ are offered in proposals.  Especially in South Africa we have developed a winning concept in which we save our clients’ money by saving energy and providing them with renewable energy.  In this case we do not only sell collectors, but sell our energy as a service concept in which we also make profit on the energy that we save for the client.

Marketing & sales channels

At this moment we perform direct sales in Western Europe (out of the HQ in Venlo) and through our sales office in South-Africa (Cape Town).  In the future direct sales will only be done to large global customers.  But even there we prefer to work with our local partners to service the customers.

In several European countries (Netherlands, Cyprus, Switzerland) as well as in Turkey, India, Kenya, Rwanda and South-Africa we have established distribution partnerships.

We are starting marketing campaigns for specific sectors (e.g. hospitality and food business). We have experienced good results with campaigning on social media and we will continue to do so.

And we are planning a general awareness campaign directed at the opinion leaders and pioneers in the sustainable energy programs and implementation (policy makers, NGO’s, architects, city councils, sustainability/CSR managers, real estate developers).

Marketing objective

Short term: the aim is to have Solarus recognized as a very attractive alternative for sustainable energy in the three focus sectors (hospitality, (process)industry and domestic/real estate).   We’ll do this with a mixture of online/ social media presence as well as by actively participating in industry events and conferences.

Mid-term: Solarus will be perceived as a disruptive and meaningful player in the accelerating and ongoing worldwide energy transition

Mid-term: Solarus will be perceived as a social enterprise making big impacts both in the social and in the environmental domain

Partnerships

Ron Coolen, with 15+ years of experience, joined Solarus in 2017 to professionalize our business partnership model. Last year we developed our business partnership model including training modules.  We also formalized our business partner agreements with our partners in Cyprus, India, South-Africa and Switzerland.  We have a structured approach of adding new business partners to our distribution network, where we qualify and assess potential partners from first contact until signing an agreement and activating the partnership

Turnover so far

The issuing entity is active since 30-12-1996. The following financial information is the most recent information available.


Balance


The date of this information is 30-09-2017


Total equity is € 4.130.598 and consists of:

  • Equity capital: € 1.221.529
  • Agio: € 10.612.542
  • Result previous years: - € 4.689.064
  • Result this year: - €3.014.409

Total debt is € 2.124.885 and consists of:

  • Long term loans:  €377.404
  • Short term loans: €650.000
  • Creditors: €949.861
  • Other short term liabilities: €147.620

The equity/debt ratio is 66/34. After the issuance of the shares (with the minimum funding goal of €800.000 this ratio is 70/30.


Working capital equals: - €337.387 and consists of:

  • Stock: €513.737
  • Debtors: €57.708
  • Other short term assets: €188.649
  • Creditors: - €949.861
  • Other short term liabilities: -€147.620

Total loans outstanding equals €970.000 for 3 loans that should be re-payed by the issuing entity on different moments in time:

  • A convertible loan from NASACA for a total outstanding amount of €650.000. This convertible loan has a duration till 1-7-2018 and the conversion trigger is set at a total sales volume of 5.000 solar collectors, and a minimum of 2 assembly lines including the deposit. If the milestone is not reached before the end of the duration of the loan, the loan period will be extended by 18 months. During the loan period no repayments and return will be paid. The return will be added to the initial loan amount and equals 6%
  • Loan from Almi from Zweden with a total outstanding amount of €80.000 with an interest percentage of 10%. This loan has to be re-paid by 1-6-2018. Each month €10.000 is repaid.
  • Loan from STEM from Zweden with a total outstanding amount of €240.000, an interest percentage of 0% and an infinite duration. This loan is defined as a ‘sleeping loan’ and has no repayment obligations


Securities

The issuing entity has issued securities to Almi equaling the outstanding amount of €80.000. One of the shareholders of Solarus Sunpower Holding BV is Solarus Sunpower Sweden AB, a Swedish entity. This Swedish entity is the owner of the IP of the Solarus sun collectors. As collateral the Swedish financier Almi received a blocking vote on selling the IP to third parties for the duration of the loan. This loan ends by 1-6-2017


P&L


The following information is De volgende informatie ziet op de periode van 1 januari 2017 t/m 30 september 2017 en is de meest recent beschikbare informatie:

  • Revenue for this period equals: € 211.086
  • Operational costs for this period equal: € 2.644.890
  • Other costs for this period equal: € 580.604
  • The net profit for this period equals: - € 3.014.409

The following information is about the situation after issuing the shares


The minimum expected amount for this issuance is € 500.000 with a maximum of € 800.000. Combined with an emission to professional investors. The values in shares that is issued equals € 800.000 and contains of:

  • Minimum € 500.000 via Solarus Cooperative UA
  • Next to the issuance issuance via Solarus Cooperative UA, an amount that is required to bring the total amount of the emission to € 800.000, by an emission to professional investors

After this issuance of shares for a minimum of € 800.000 working capital equals - € 37.387 and contains of:

  • Stock: €713.737
  • Debtors: €257.708
  • Other short term assets: €188.649
  • Creditors: -€849.861
  • Other short term liabilities: -€147.620


Turnover so far


2015: EUR 609.421

2016: EUR 457.344

2017: EUR 400.000 (projected)

Projected turnover

  • Now that the new collector model and the automated production line is in place, we are well positioned and ready for exponentially growing our revenues.  This revenue comes from sales of PowerCollectors, Assembly lines and Energy as a Service-contracts.

The business model assumes close cooperation with strong partners in the selected countries to address our target markets.  Partner will invest in an assembly line and be responsible for local sales and installations.  We are in final stages of negotiation with partners and are targeting the sale of 2 assembly lines in 2017.  This approach allows Solarus to exponentially grow sales in the coming years.  The prognosed sales revenues are:

2018: EUR 10+ million 

2019: EUR 30+ million 

2020: EUR 150+ million


Assumptions

The projected turnover comes out of the Strategic Financial Model prepared in close cooperation with Roland Berger strategy consultants. An assumption is that Solarus will sign with 5 strategic partners in different countries resulting in sales of 3-7 assembly lines during the time period 2018-2021. Project sales realized by the partners will drive component requirements of the Power Collector for the assembly lines in each of the respective countries.

Another assumption is that Solarus will be able to execute its Cost of Goods Roadmap (CGR). The CGR assumes significant material (15-25% cost reduction) and labor hours (50-75% reduction) savings in future improved versions of the product over the next 3 years.  The cost price reduction is an important driver to become generate more sales and become more profitable. 

Invested so far

Since the spin off from Vattenfall in 2006, Solarus has attracted EUR 14 million investments mainly from some smaller public funds as well as from individual investors closely related to the company.

In 2015, Solarus transferred from Sweden to the Netherlands and moved into the Venlo production facility.  As part of the transfer Rabobank invested EUR 500.000 through its Kickstart fund and a local early stage investor put in another EUR 250.000.  During 2015 and 2016 the current investors invested another EUR 1,8 million.  In 2017 EUR 6,7 million from two professional investment funds and a crowdfunding campaign was raised.

Investment requirement

The total investment requirement to realize our growth plan in 2018 is 2.6 million.  We are in negotiations with several large investors and expect to secure this investment in the first half of 2018.

Since we obtain a lot of requests from existing shareholders and the wider public to invest in Solarus, we decided to launch this second crowdfunding campaign. This will be the last and unique opportunity for ‘the crowd’ to become shareholder in Solarus and benefit from our expected future success.

Purpose of investment

In our financial plan we’ve anticipated on the following investments in 2018 and 2019: We call this the Business plan scenario and contains the following investments:

  • Marketing funds to expand commercial activities to meet our prognosed sales of € 10+ million in 2018 (0.5M)
  • Reduce production time by automated processes and scale up production capacity (2.5M)
  • Invest in product development following our Cost of Good roadmap to increase PowerCollector output and realize cost price reduction (0.9M)
  • Working capital to scale up production (0.3M)

This is a total of: 4.2M. We’re close to finalization a 2.6M investment round and we’re in the final discussions to obtain a 4M loan for asset investment. Herewith we can easily meet our needed cashflow. As a B-corporation however, we want to share our future success with a broader group of investors and therefore launch this crowdfunding campaign, in which we anticipate to raise an amount of 500k to 1.5M.

In case we do not meet these investment targets we will reduce our investment plans.

For the Reduced scenario (800k of the 4.2M), We need to raise at least 800k to run our business in the next 9 months. Investments in product improvement and production scaling will be delayed. In this scenario we’ll keep running our business with our current equipment and team and will keep on searching for additional funding.

In the Medium scenario (2M of the 4.2M raised), we will focus on sales and only invest in most important production optimization. Product development and innovation planning will be minimized. The amount will then be invested as follows:

  • Marketing funds to expand commercial activities to meet our prognosed sales of € 10+ million in 2018 (0.5M)
  • Reduce production time by automated processes and scale up production capacity (1M)
  • Invest in product development following our Cost of Good roadmap to increase PowerCollector output and realize cost price reduction (0.2M)
  • Working capital to scale up production (0.3M)

Part of the proceeds is spent on costs relating to the payment of the success fee to the provider. This amount depends on the amount of the issue. In total 5% of the proceeds of the issue will be charged to the issuer with a minumum of € 17,500. This is used for the costs related to payment of the success fee to the provider 

The proceeds are not sufficient for the rollout of the complete business plan scenario for 2018 and 2019. For this, an amount of € 4,200,000 is required according to the current estimate of the issuing institution. In addition to this issue, an issue is also offered to professional investors. 

This emission via provider Symbid Cooperatie UA is only successful if the 2 emissions together result in a minimum amount of € 800,000. If this emission has achieved the minimum amount of € 500,000 but NOT at least € 800,000, the emission can only be successfully placed if the emission that is offered to professional investors supplements at least the amount to reach the stated € 800,000. The issue that is additionally offered to professional investors is at the same price per share Solarus Sunpower Holding BV and does not grant any preferential rights to these professional investors other than in this issue. Within the issue to these professional investors, however, no placement costs are charged in the form of a success fee and the option, depending on the specific wishes of the professional investor, to join the board of directors of the issuer. Professional investors will also participate directly in the issuer and not via an Investor Cooperative. 


The issuer has other costs in addition to the costs related to the placement. These costs consist of notary fees and administrative costs and amounts:


Notary: 

Creation of an UA investment company or new memberships issue: € 650, - (ex VAT) 

Share issue with notarial deed: € 500, - (ex VAT) 


Administrative costs: 

Average annual costs for investors cooperative: € 500, - (ex VAT)

Return

You invest in a cooperative membership of Solarus Cooperatie U.A.

For every successful issue of shares issued via Symbid Cooperatie UA to investors a new 'investment cooperative' is set up, one per issuing company. This only happens if the financing requirement has been met successfully. The various investment cooperatives are therefore separate from each other and therefore only run the specific risks associated with the issues from companies in which they have participated. Investors buy indirectly shares in the company through this investment cooperative and receive cooperative membership certificates in proportion to their investments.


The function of the investment cooperative is not only financial, for the entrepreneur the cooperative is also an opportunity to reach its investors. He or she can ask his investors for advice through the cooperative and the cooperative also acts in case the shareholder's legal consent is required for decisions within the company (private limited company) of the entrepreneur, for example when the share capital is extended.


The memberships (and therefore investments) are to a limited extent transferable, namely after permission has been obtained from the board of the investment cooperative concerned.


Participation is possible from € 20

The Investors Cooperative - Solarus Cooperatie UA, in which an investor in this issue will receive a B membership per € 20 investment, will then use the entire proceeds of this issue to acquire ordinary shares in Solarus Sunpower Holding B.V. available at a price per share of € 14. The minimum raise of this issue of € 500,000 represents a share percentage in Solarus Sunpower Holding BV of 2.84%.

The return is paid in the form of a dividend and / or an increase in value on the sale of cooperative memberships.

The investor receives the dividend if the financial situation of the issuer allows this. During the general meeting of shareholders within the issuing institution, the profit realized must then determine whether and how much of the profit will be distributed as dividend.


More information about the dividend policy can be found in the already active shareholders agreement between Solarus Cooperatie UA and the issuing institution. This shareholders' agreement can be viewed in the attachments.


The dividend for investors will therefore first flow to the Investors Cooperative - Solarus Cooperatie UA after payment by the issuing institution. Depending on the type and number of memberships that an investor (as a member of the cooperative) has, a dividend can be distributed to the member. There will be 2 types of memberships in the Solarus Cooperative UA after this issue.


The different memberships within the Solarus Cooperatie UA will have other financial rights.

  • 1 A membership in the Investors Cooperative - Solarus Cooperatie UA gives indirect financial right to 1.66 shares in Solarus Sunpower Holding BV. These A-memberships have already been acquired by investors from a previous round.
  • 1 B-membership in the Investors Cooperative - Solarus Cooperatie UA gives indirect financial right to 1.43 share in Solarus Sunpower Holding BV. These B-memberships are obtained within this issue.

The Investors Cooperative - Solarus Cooperatie UA has already been established during an earlier issue via the crowdfunding platform of Symbid Cooperatie UA. During that emission, the total revenue was € 799,740 and was completed on 31-12-2016. During this issue, the Investors Cooperative purchased a total of 66,645 ordinary shares with a price per share of € 12.


The entrants to this previous issue have obtained A-memberships whereby the ratio of membership: share is equal to 1: 1.66. In other words, 1 A membership in the Investors Cooperative - Solarus Cooperatie UA gives indirect financial rights to 1.66 shares in Solarus Sunpower Holding BV.

Entrants within this issue will receive B-memberships within the Solarus Cooperatie UA whereby the ratio of membership: share is equal to 1: 1.43. 1 B membership in the Investors Cooperative - Solarus Cooperatie UA gives indirect financial right to 1.43 share in Solarus Sunpower Holding BV

As soon as a dividend is received from the Investors Cooperative - Solarus Cooperatie UA, the articles of association of the cooperative will determine the profit allocation. The following parts of the articles of association of Solarus Cooperatie UA relate to the profit allocation. The complete statutes can be found in the appendices.

Below is a passage from the articles of association of the Investors Cooperative - Solarus Cooperatie UA regarding profit appropriation. The complete statutes can be found in the appendices:


  • The profit, which has been achieved in the last financial year, can be reserved in whole or in part by the board with the approval of the supervisory board; to the extent that the profit is not reserved, it is at the disposal of the general meeting. If the general meeting decides on profit distribution, the profit shall be divided among the members in proportion to the nominal amount of each of the units or their fractions.
  • Distribution of profit will only take place after the adoption of the annual accounts showing that it is lawful. The management board may, with the approval of the supervisory board, decide to make interim distributions from the profit for the current financial year.
  • Unless the general meeting sets a different term, distributions to members at the expense of the profit made in the last financial year will be made available within thirty (30) days after the decision to pay has been made available.
  • A deficit may only be offset against reserves prescribed by law if and insofar as the law permits.
  • Any loss will be deducted from the reserves and if the deficit exceeds the reserves, a negative result reserve will be formed.
  • The provisions of the preceding paragraphs apply mutatis mutandis to a resolution of the general meeting to distribute to members of a reserve or part thereof. 


Costs for the investor

You pay 1% (Excluding 21% VAT) admin fees

Other costs

Bankcosts: EUR 1 (Excluding 21% VAT)


Transaction costs:

Transaction costs are depending on the payment method:

iDeal: EUR 0,39

Mastercard: 2,35%

Visa: 2,25%

Bancontact/ Mistercash: 2%

Giro Pay: 2%


Risks

See the "risk section" in the summary on top of this page for a detailed overview of all the risks.


Declaration issuing entity

No significant changes

Since the most recently published and audited Financial Statements of the issuing entity, no significant negative changes have occurred in the issuing entity’s prospects.

Trends

There is no information about known trends, uncertainties, requirements, obligations or events that can reasonably be assumed to have indispensable consequences for the prospects of the issuing entity, for the current financial year.


No significant alteration in the financial or trading position

Since the most recently published and audited Financial Statements of the issuing entity, there  has been no alteration of tenor in the financial or trading position of the issuing entity and the group to which the issuing entity belongs.


Corporate Governance Code

As the Dutch Corporate Governance Code only applies to companies with registered offices in the Netherlands, whose shares or certificates of shares are admitted to the official listing of a government-approved regulated market (securities exchange), the issuing entity (unlisted) does not apply this code.


Potential conflicting interests

There are no (potential) conflicts of interests between the obligations of the executive board members of the issuing entity on the one hand, and their own interests and / or other obligations on the other.


Procedures

There are no government interventions, court cases, or arbitrations, including such procedures that are pending or may be initiated, to the best of knowledge of the issuing entity, over a period of at least the previous 12 months that may have a significant impact, or have recently had, on the financial position or profitability of the issuing entity or the group to which the issuer belongs.


Figures

All figures in this information memorandum are not audited, unless explicitly stated otherwise.


Symbid and the platform


Some Background Information on Symbid

Symbid's operations largely consist of the acceptance and disclosure of orders for retail, wealthy, and professional investors. Through its activities, Symbid supports the interaction between affected investors and progressive start-ups and growing companies in the SME in the Netherlands. This involves the financing of various types of projects that realize a positive impact the society with the help of an affected group of investors or ambassadors. Our platform provides a non-personalized, online recommendation to a broad audience, by allowing organizations to profile their project in a transparent and financially sound manner, and to professionally build and maintain the relationship with its financiers / investors.

Tied agent
Symbid Cooperation UA is a tied agent of the Limited company (BV), Ilfa Tools & Services B.V. as defined in the The Financial Supervision Act (Wet op het financieel toezicht (Wft). Ilfa is an investment firm as defined in the Wft and has a license for this as defined in article 2:96 Wft. Because of this Ilfa is under AFM supervision.

Other parties involved with issuance


Structure

During the issuance, the following legal entities play an important role:

  • Symbid Crowdfunding, a trade name of Symbid Coöperatie UA., a cooperative association with limited liability, registered in Rotterdam, office at Marconistraat 16, Rotterdam, and registered in the commercial register of the Chamber of Commerce under number 52466825;

  • Investors Cooperative - within this issue: Solarus Cooperative UA This entity is established when a proposition has achieved its funding target. An Investor Cooperative will be set up per successful issue, which is fully independent of Symbid Coöperatie UA. In the investment cooperative the bundling of network, knowledge and capital of the investors takes place. This is then transferred to the entity of the entrepreneur, the entrepreneur gives the share percentage offered on the platform to the Investors Cooperative.  The investors cooperative participates in only one entity (the legal entity of the entrepreneur). Ultimately, each investor will obtain the memberships requested on the platform in the Investors Cooperative. These memberships represent control in proportion to the number of memberships that an investor owns. The memberships are transferable after permission has been obtained from the board of the Investors Cooperative. Valuation of the membership takes place through internal supply and demand.

  • Legal Entity Entrepreneur - within this issue: Solarus Sunpower Holding B.V.The Investor Cooperative UA will act as a shareholder in the legal entity of the entrepreneur. The Investors Cooperative provides network, knowledge and capital for the entity of the entrepreneur. An online collaboration environment will already be made available during the investment process in which the entrepreneur can communicate with his investors and the members of the investment cooperative can meet.

  • Intersolve EGI B.V: Symbid has a partnership with Intersolve - First European E-money Trust - a Dutch financial institution that specializes in providing services in the field of settlement of payment transactions and electronic money. In order to be able to offer its financial services in accordance with the applicable financial legislation and regulations, Intersolve has a license as Electronic Money Institution and Intersolve is supervised by De Nederlandsche Bank (DNB) plus the Netherlands Authority for the Financial Markets (AFM).