Manhattan Lures REITs Capitalizing on Rising Rents as Sales Lag: Mortgages

Tom Toomey, chief executive officer of real estate investment firm UDR Inc. (UDR), is betting the best rental deal in Manhattan is owning the whole building.
The nation’s third-largest apartment real estate investment trust bought a five-tower apartment complex on Columbus Avenue between West 97th and 100th streets for about $630 million last month, with rents from $2,500 for a studio or one-bedroom apartment to more than $10,000 a month for a penthouse suite. It’s Toomey’s fifth purchase in Manhattan in the past year as rents soar and financing difficulties make it harder for individuals to buy.
“Financing and underwriting are much tighter,” Toomey said in a telephone interview. With purchases requiring larger down payments, “people are going to stay renters for a long time,” said Toomey, who’s based in Highlands Ranch, Colorado.
Strict lending standards for so-called jumbo mortgages have contributed to declining home buying across the U.S. by even the most creditworthy borrowers as issuance of the loans has dropped 68 percent since 2007. Nowhere is that more evident than in Manhattan, where the median price of a two-bedroom apartment is about $1.2 million, almost twice the limit backed by government- supported mortgage companies Fannie Mae and Freddie Mac.
Manhattan rents rose 9.5 percent last quarter to an average $3,121, Miller Samuel Inc. and Prudential Douglas Elliman Real Estate said in a report last month. That’s about three times the rate for the 44 largest apartment markets in the U.S., according to Marcus & Millichap, a real estate brokerage firm. Manhattan rental apartment vacancy rates fell to a four-year low of 0.96 percent last year, down from 1.2 percent a year earlier and 1.9 percent in 2009, according to brokerage Citi Habitats. Vacancy bottomed in 2006 at 0.76 percent.

Wall Street Pay

“The key to the strength of the rental market is tightness of credit,” Jonathan Miller, president of appraiser Miller Samuel, said in a telephone interview. “It takes quadruple-A bizarre credit requirements to get approved.”
Jumbo loans exceed limits set for government-controlled mortgage companies by congress. For New York that’s $625,500.
Wall Street’s pay practices are also making it harder to buy, as financial firms increasingly pay bonuses in stock and deferred cash, said Alan Johnson, managing director of compensation consultant Johnson Associates Inc.
Morgan Stanley, Credit Suisse Group AG and Citigroup Inc. have all reduced senior investment bankers’ pay for last year as revenue slows. Morgan Stanley is capping immediate cash bonuses at $125,000, people with knowledge of the move said last month.

Shorter Commitment

“It’s not a great sign for the financial sector contributing to purchasing apartments because there’s no sense of urgency to buy,” said Johnson. “Rentals are a much shorter commitment.”
Renters outnumber homeowners in the country’s largest cities including New York, Los Angeles and Chicago. More than 77 percent of Manhattan’s occupied units were rented in the decade ended 2010, compared with nearly 23 that were owned, data from the Census Bureau showed.
Nationally, the home ownership rate fell 1.1 percent to 65.1 percent from 2000 to 2010, the largest decrease since the Great Depression, according to the U.S. Census Bureau.
Low vacancy rates and rents that are likely to continue climbing this year have made apartments the “darling” of commercial real estate, according to Ryan Severino, economist at research firm Reis Inc.

Apartment Indices

The Bloomberg REIT Apartment Index (BBREAPT) of 16 publicly traded landlords returned 10 percent in the past year, including reinvested dividends, compared with returns of 6.8 percent for the Bloomberg REIT Index (BBREIT) and 5.2 percent for the Standard & Poor’s 500 Index. Equity Residential (EQR), the largest U.S. apartment REIT, returned 11.2 percent in the past year, according to data compiled by Bloomberg, and UDR gained 10.8 percent.
Toomey said in August that the REIT planned to invest as much as $1.8 billion in Manhattan apartment buildings. Its most recent purchase, about 700 apartment units at Columbus Square on the Upper West Side, was a joint venture with MetLife Inc. (MET), the biggest U.S. life insurer.
They partly funded the purchase with $302.3 million of 10- year fixed- and floating-rate debt from Fannie Mae, the government-supported mortgage company, UDR said in a statement last month. The loans pay 3.8 percent interest.
That compares with a rate of 4.85 percent for a 30-year jumbo mortgage to an individual in New York (ILMJNY) and 4.73 percent nationally, according to Bankrate.com data. For conforming Freddie Mac (NMCMFUS) loans, rates are 3.95 percent, after falling to 3.87 percent this month, the lowest in records dating to 1971.

Housing Limits

Lenders have been wary to issue mortgages for non- conforming loans including jumbos since the housing market started falling in 2006 and losses on mortgage securities propelled the nation into the worst financial crisis since the Great Depression.
For Fannie Mae and Freddie Mac, the conforming limit is $625,500 in high-priced markets such as New York, San Francisco and the Florida Keys, compared with $417,000 for most of the rest of the country. The Federal Housing Administration (FHAVARM$), a government agency with the goal of expanding ownership for “underserved” communities, according to its website, will insure loans up to $729,750 in New York.
Banks and mortgage lenders issued $110 billion in jumbo loans last year, up 5.8 percent from 2010, according to Guy Cecala, publisher of Inside Mortgage Finance. The market has contracted from $348 billion in 2007 after peaking in 2003 at $650 billion.

Origination Volumes

Mortgage origination overall was down 17 percent year-over- year to $1.35 trillion, the lowest in over a decade, according to Cecala.
Lenders and bankers, no longer able to package jumbo loans and sell them to investors, are required to have enough capital to carry non-conforming debt on their books until maturity.
“Some don’t have the ability to keep it on their balance sheets,” Monte N. Redman, president of bank holding company Astoria Financial Corp., said in a telephone interview.
FHA loans are also harder to get in Manhattan, and aren’t available at all for co-op apartments, because borrowers purchase shares in the building’s management company instead of buying the property itself. The FHA does limited lending for condominiums, units individually grouped into a cluster. It insured 107 mortgages for condos in Manhattan last year, compared with 90 in 2010 and 42 in 2009, the FHA said.

Manhattan Sales

Manhattan co-op and condominium sales totaled 2,011 in the fourth quarter, 12.4 percent less a year earlier, according to Miller Samuel and Prudential.
Non-conforming loans nationally accounted for nearly 2 percent of all purchase applications last year, up 33 percent relative to 2010, according to the Mortgage Bankers Association’s monthly profile of state and national mortgage activity.
Those loans have tougher standards such as high interest rates and down payments ranging from 25 to 40 percent, according to Mike Fratantoni, vice president of research for the Mortgage Bankers Association.
“They’re only available to the best credit borrowers,” Fratantoni said.
Financing a purchase with loans above government limits won’t get easier until the secondary market grows an appetite for jumbo loans, according to Miller of Miller Samuel.
The secondary market comprises mortgage bankers, savings and loan associations and large private investment institutions that buy mortgages from primary lenders or investors.

MBS Sales

There are signs of revival for mortgage-backed securities, according to Jan Scheck, managing director at DE Capital Mortgage, a New York-based mortgage consulting firm.
Redwood Trust Inc. (RWT), a real estate investment trust based in Mill Valley, California, has completed four sales of bonds totaling about $1 billion tied to new U.S. home loans since 2010, according to Mike McMahon, managing director of Redwood, which specializes in jumbo loans.
Wells Fargo & Co., the nation’s largest home lender, plans to trim credit requirements this year as it aims to increase its loan volume, according to Greg Gwizdz, sales manager for the eastern U.S. for Wells Fargo Home Mortgage. The bank reduced the cost of loans over $2 million last month and is lowering post- closing requirements for cash reserves, he said.
“We’re seeing a fair amount of demand, we have a strong appetite and we’re doing a lot of volume,” Gwizdz said in a telephone interview.
Wells Fargo funded $13.7 billion in non-conforming loans across the nation for the nine month period ending September, the San Francisco-based lender said. In Manhattan its volume of loans without government backing increased 56 percent from a year earlier.

William Beaver House

For now, building owners don’t have time to wait for the rebound. William Beaver House in Manhattan’s Financial District was mostly empty in 2010, two years after the 47-story condominium tower was built. It’s almost 90 percent occupied after owner CIM Group converted the units to luxury rentals costing more than $8,000 a month for a three-bedroom. A down payment on a $3 million apartment at William Beaver would range anywhere from $750,000 to over $1 million, per jumbo loan standards. A pre-recession down payment, averaging 20 percent or less, would have cost $600,000.
“Without the conversion, the condos wouldn’t have sold or would have sold at half the price,” Bob Scaglion of Rose Associates, the company’s manager, said. Eventually, the owners want to put the condominiums back on the purchase market, according to Heather McDonough, broker for Prudential Real Estate who works to sell William Beaver units.
“The rentals are in high demand,” McDonough said. “In a few years, maybe it will be different.”
To contact the reporter on this story: Christine Harvey in New York at charvey32@bloomberg.net
To contact the editor responsible for this story: Rob Urban at robprag@bloomberg.net
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W. P. Carey Announces Proposed Acquisition of CPA:15 and Conversion to REIT

NEW YORK, NY–(Marketwire -02/21/12)- Investment firm W. P. Carey & Co. LLC (“W. P. Carey“) announced today that its Board of Directors has approved its conversion to a real estate investment trust (“REIT”) and that its Board of Directors and the Board of Directors of its publicly held, non-traded REIT affiliate, Corporate Property Associates 15 Incorporated (“CPA®:15″), have unanimously approved a definitive merger agreement pursuant to which W. P. Carey will acquire CPA®:15 immediately following the REIT conversion. Under the terms of the proposed merger, CPA®:15 stockholders will receive $1.25 in cash and 0.2326 of a share of W. P. Carey common stock for each CPA®:15 share at closing. The transaction values CPA®:15 at $2.6 billion, including the assumption of CPA®:15 debt of $1.2 billion, as of December 31, 2011. The new REIT, to be named W. P. Carey Inc., will continue to trade on the New York Stock Exchange under the symbol WPC (NYSE: WPC – News). The conversion to a REIT is subject to the approval of W. P. Carey shareholders and the merger is subject to approval of both the shareholders of W. P. Carey and the stockholders of CPA®:15.
Following the merger, W. P. Carey Inc. is expected to have a total equity market capitalization of approximately $3 billion, total market capitalization of $5 billion and a portfolio of 43 million square feet of corporate real estate leased to 135 companies around the world. W. P. Carey Inc. will continue to manage the firm’s Corporate Property Associates (CPA®) series of publicly held, non-traded REITs.
The proposed merger is expected to be accretive to both AFFO per share and CAD per share for W. P. Carey. W. P. Carey currently anticipates that, following the transactions, the new REIT will increase its annual dividend to $2.60 per share to maintain compliance with REIT tax requirements.
W. P. Carey believes that the benefits of the proposed merger and conversion to REIT status include:

• Significant increase in W. P. Carey Inc.’s scale and real estate under ownership
• Increased financial strength and flexibility to access capital for growth
• Enhanced cash available for continued dividend growth
• Simplified tax reporting for shareholders
• Further diversification of its shareholder base over time, including from active and passive REIT investors

W. P. Carey President and CEO Trevor Bond commented, “We believe that the proposed merger and REIT conversion are in the best interests of both W. P. Carey and CPA®:15 investors. In addition to providing liquidity for CPA®:15 investors, this transaction will enhance our strength and flexibility, with a larger balance sheet and more diversified portfolio. Over the long-term, we believe it will allow us to capitalize on new opportunities that are consistent with our established investment parameters and our overall business strategy of growing assets under ownership and enhancing shareholder value.”
BofA Merrill Lynch is acting as financial advisor to W. P. Carey and DLA Piper US LLP is acting as the legal advisor to W. P. Carey. Deutsche Bank is acting as financial advisor to CPA®:15 and Clifford Chance LLP is acting as legal advisor to CPA®:15.
A joint proxy statement/prospectus will be filed on Form S-4 with the Securities and Exchange Commission, which will describe the proposed merger and REIT conversion. Completion of the transactions is subject to receipt of all third-party consents as well as the approval of shareholders and stockholders of both companies and satisfaction of customary closing conditions. The transactions are currently expected to close by the third quarter of 2012, although there can be no assurance of such timing.
CONFERENCE CALL & WEBCAST
Please call at least 10 minutes prior to call to register.
Time: Wednesday, February 22 at 10:30 AM (ET)
Call-in Number: 1-866-524-3160
(International) + 1-412-317-6760
Webcast: www.wpcarey.com/merger
W. P. Carey & Co. LLCW. P. Carey & Co. LLC (NYSE: WPC – News) owns and manages a global investment portfolio of approximately $12 billion. W. P. Carey provides companies worldwide with long term sale leaseback and build to suit financing and engages in other types of real estate-related investment. Publicly traded on the New York Stock Exchange (WPC), W. P. Carey and its CPA® series of income-generating, non-traded REITs help companies and private equity firms unlock capital tied up in real estate assets. The W. P. Carey Group’s investments are highly diversified, comprising contractual agreements with approximately 288 long term corporate tenants spanning 28 industries and 18 countries. www.wpcarey.com
Cautionary Statement Concerning Forward-Looking Statements:
Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of W. P. Carey and can be identified by the use of words such as “may,” “will,” “should,” “would,” “assume,” “outlook,” “seek,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast” and other comparable terms. These forward-looking statements include, but are not limited to, statements regarding the benefits of the REIT Conversion and the Merger, integration plans and expected synergies, the expected benefits of the REIT Conversion, anticipated future financial and operating performance and results, including estimates of growth, and the expected timing of completion of the proposed REIT Conversion and the Merger. These statements are based on the current expectations of the management of W. P Carey. It is important to note that W. P. Carey’s actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Discussions of some of these other important factors and assumptions are contained in W. P. Carey’s filings with the SEC and are available at the SEC’s website at http://www.sec.gov, including: (a) Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the SEC on February 25, 2011 and (b) in the Current Report on Form 8-K filed with the SEC on June 10, 2011. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that W. P. Carey will file with the SEC in connection with the proposed REIT Conversion and the Merger. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Except as required under the federal securities laws and the rules and regulations of the SEC, W. P. Carey does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.
Additional Information and Where to find it:
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. W. P. Carey intends to file a registration statement on Form S-4 that will include a joint proxy statement / prospectus and other relevant documents to be mailed by W. P. Carey and CPA®:15 to their respective security holders in connection with the proposed REIT Conversion and the Merger. WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/ PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT W. P. CAREY, CPA®:15 AND THE PROPOSED REIT CONVERSION AND MERGER. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors will be able to obtain these materials (when they become available) and other documents filed with the SEC free of charge at the SEC’s website (http://www.sec.gov). In addition, these materials (when they become available) will also be available free of charge by accessing W. P. Carey’s website (http://www.wpcarey.com) or by accessing CPA®:15′s website (http://www.cpa15.com). Investors may also read and copy any reports, statements and other information filed by W. P. Carey or CPA®:15, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the Proxy Solicitation:
Information regarding W. P. Carey’s directors and executive officers is available in its proxy statement filed with the SEC by W. P. Carey on April 29, 2011 in connection with its 2011 annual meeting of shareholders, and information regarding CPA®:15′s directors and executive officers is available in its proxy statement filed with the SEC by CPA®:15 on April 29, 2011 in connection with its 2011 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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IEMR Closes Convertible Note Financing With Related Party; Amends Terms of Convertible Note Financing

VANCOUVER, BRITISH COLUMBIA–(Marketwire – Jan. 3, 2012) – IEMR Resources Inc. (TSX VENTURE:IRI) (“IEMR” or the “Company”) wishes to announce that further to its press release dated December 22, 2011, the Company has borrowed (the “Financing”) the principal sum of US$800,000 (the “Principal”) from, and issued an unsecured convertible note (the “Convertible Note”) in respect of such indebtedness to, International Energy and Mineral Resources Investment Company Limited (Hong Kong) (the “Lender”). The Convertible Note has a term of two years (the “Maturity Date”) from the closing date (the “Closing Date”). At the option of the Lender, the Convertible Note is convertible into common shares of the Company (“Common Shares”) at a price of US$0.10 per Common Share (the Company and the Lender increased the conversion price from US$0.07 to US$0.10 per Common Share), in whole or in part, at any time during the term of the Convertible Note. The Convertible Note is to bear interest on the outstanding Principal from the Closing Date to the Maturity Date at a rate of 6% per annum, payable on the earlier of the Maturity Date or the date of conversion of the Principal amount outstanding.
The Company requires the Financing to pay US$800,000 owing to Mosquito Consolidated Gold Mines Limited (“Mosquito”) on account of exploration work that Mosquito performed on the Pine Tree Property on behalf of the Company. The Company intends to conduct a private placement in 2012 to repay the Principal.
The Lender is a “Related Party” of the Company pursuant to the TSX Venture Exchange policies, as Mr. Hongxue Fu, President, Chief Executive Officer and a director of the Company, holds a controlling interest in the Lender. As such, the Financing constitutes a “Related Party Transaction” under the policies of the TSX Venture Exchange.
The Financing and the terms of the Convertible Note were unanimously approved by the Board of Directors of the Company, other than Hongxue Fu, who declared his interest in the Financing and abstained from voting with respect to the Financing and the documents and transactions related thereto. The directors eligible to vote with respect to the Financing believe that the terms of the Financing are in accordance with available market rates and is in the best interests of the Company. If the Principal is converted in full, Hongxue Fu and the Lender will increase their collective shareholdings in the Company from 10,371,357 common shares (currently approximately 40.50% of the issued and outstanding common shares) to 18,371,357 common shares (which would represent approximately 54.67% of the issued and outstanding common shares).
The Company is relying on exemptions from the formal valuation and minority approval requirements which are available to the Company.
The securities issued in the Financing are subject to a four month hold period in accordance with applicable Canadian securities laws.
About IEMR Resources Inc.
IEMR is a junior mining company listed on TSX Venture Exchange under the symbol “IRI”. The Company is directly tied to and has been formed from capital sources in China and Canada. IEMR is devoted to taking full advantage of its capital by participating in mineral and energy projects ranging from exploration, development, production, processing, smeltering and mineral trade with a long-term view. The Company’s emphasis is on the Chinese and Canadian markets utilizing the capital stemming from China and the resources and market of Canada to create a maximum return for shareholders. The Company’s investment priorities ranked in order will be copper, chromium, nickel, manganese, uranium, platinum silver, diamonds and molybdenum. Investment and or acquisitions in exploration projects, will be focused in chromium, manganese, uranium and potash. The Company has already formed alliances of cooperation with large smeltering steel, copper, lead, zinc and aluminum companies.
For further information on IEMR, please refer to the Company’s profile at www.sedar.com or the Company’s website at www.iemr.ca.
On behalf of the Board of Directors of IEMR RESOURCES INC.
Long Wang, Chief Financial Officer
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made and information contained herein may constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation. These statements relate to future events, including a proposed private placement, or the Company’s future performance. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate” or “believes” or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results “may”, “may have”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements speak only as of the date of the news release and are expressly qualified, in their entirety, by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Synthesis Energy Systems Provides Progress Update on Strategic Equity Investment and Collaboration in China

HOUSTON , Dec. 30, 2011 /PRNewswire/ — Synthesis Energy Systems, Inc. (NASDAQ: SYMX – News) (“SES”) today announced that it, China Energy Industry Holding Group Co. and Zhongjixuan Investment Management Company Ltd. (“ZJX”) have mutually agreed to an extension of the closing period of their share purchase agreement dated March 31, 2011 and amended on August 17, 2011 , through March 31 , 2012.  While the parties have indicated their support for this investment, this extension was necessary in order to allow time for Yima Coal Industry Group Co., Ltd. (“Yima”) and its advisors to complete their due diligence and reviews of its proposed investment, including evaluating efficient structures for the proposed transactions. The parties believe that these steps will allow for optimal structuring and capital funding at the project and regional levels, which will be required for the large scale future investments in China anticipated by the parties.
“Although the transactions will not be submitted for governmental approval before December 31 of this year, good progress has been made in the past few weeks.  We believe the interests of the parties are aligned and we remain confident in the short and long term value we believe can be realized by working together with them,” commented Robert Rigdon , President and CEO of SES. ”While the parties require additional time to complete the reviews, processes and governmental approvals necessary to make an investment into a foreign entity such as SES, we believe that each of the parties is taking this investment very seriously as evidenced by their diligence in working toward finalizing the deal.”
“We remain confident that the parties will proceed quickly to complete this important strategic investment into SES,” said Feng Feng , Chairman and CEO of ZJX.
About Synthesis Energy Systems, Inc.
SES provides technology, equipment and engineering services for the conversion of low rank, low cost coal and biomass feedstocks into energy and chemical products.  Its strategy is to create value through providing technology and equipment in regions where low rank coals and biomass feedstocks can be profitably converted into high value products through its proprietary U-GAS® fluidized bed gasification technology, which SES licenses from the Gas Technology Institute.  U-GAS® gasifies coal cost effectively, without many of the harmful emissions normally associated with coal combustion plants.  The primary advantages of U-GAS® relative to other gasification technologies are (a) greater fuel flexibility provided by the ability of SES to use all ranks of coal (including low rank, high ash and high moisture coals, which are significantly cheaper than higher grade coals), many coal waste products and biomass feed stocks; and (b) the ability of SES to operate efficiently on a smaller scale, which enables the construction of plants more quickly, at a lower capital cost, and, in many cases, in closer proximity to coal sources.  SES currently has offices in Houston, Texas , and Shanghai, China . For more information on SES, visit www.synthesisenergy.com or call (713) 579-0600.
Forward-Looking Statements
This press release includes “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. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are the early stage of development of SES, its estimate of the sufficiency of existing capital sources, its ability to successfully develop its licensing business, its ability to raise additional capital to fund cash requirements for future investments and operations, its ability to reduce operating costs, the limited history and viability of its technology, the effect of the current international financial crisis on its business, commodity prices and the availability and terms of financing opportunities, its results of operations in foreign countries and its ability to diversify, its ability to maintain production from its first plant in the ZZ joint venture, its ability to complete the expansion of the ZZ project, its ability to obtain the necessary approvals and permits for its Yima project and other future projects, the estimated timetables for achieving mechanical completion and commencing commercial operations for the Yima project, its ability to negotiate the terms of the conversion of the Yima project from methanol to glycol, the sufficiency of internal controls and procedures and the ability of SES to grow its business as a result of the China Energy and Zuari transactions as well as its joint venture with Midas Resource Partners. Although SES believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. SES cannot assure you that the assumptions upon which these statements are based will prove to have been correct.
Important Notice
In connection with the proposed transaction, SES has filed a preliminary proxy statement, and intends to files a definitive proxy statement, with the SEC and intends to mail the definitive proxy statement to the stockholders of SES. SES and its directors and officers may be deemed to be participants in the solicitation of proxies from the stockholders of SES in connection with the transaction. Information about the transaction is set forth in the preliminary proxy statement filed, and will be set forth in the definitive proxy statement to be filed by SES with the SEC.
When available, you may obtain the preliminary and definitive proxy statements for free by visiting EDGAR on the SEC website at www.sec.gov. Investors should read the definitive proxy statement carefully before making any voting or investment decision because that document will contain important information.

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