NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
This press release does not constitute and cannot be considered as constituting an offer to the public, an offer to subscribe, an offer to sell or a solicitation of interest to the public with a view to a transaction by offering to the public of financial securities in a any country.
The resolutions in favor of Amazon were approved by a large majority of more than 80% of votes “for”
GAUSSIN (EURONEXT GROWTH : ALGAU – FR0013495298) announces that the Extraordinary General Meeting of the company met on March 7, 2023 on second call, the quorum having been reached.
The company’s shareholders have approved all of the extraordinary resolutions approved by the Board of Directors that have been submitted to them and published in the Bulletin des Annonces Légales Obligatoires (BALO) of February 15, 2023, available on the company’s website and which may be consulted ici.
The extraordinary general meeting notably approved by a large majority of more than 80% of votes “for” the resolution allowing Amazon to receive share subscription warrants previously announced, on December 14, 2022, at the same time as the order of 329 Gaussin ATM® 38T “FULL ELEC” park tractors from Amazon. The Board of Directors of the company decided on March 7, 2023, by virtue of the delegation of authority given by the Extraordinary General Meeting held on the same day, to proceed with the issue of 7,612,656 Warrants of Subscription for Shares (“BSA”) allocated to Amazon, representing to date a maximum of 20% of the shares issued by GAUSSIN on a fully diluted basis (post-issue of shares subscribed upon exercise of stock warrants). Each warrant will entitle the holder to subscribe for one GAUSSIN share, subject to anti-dilution adjustments. The BSAs will not be admitted to trading.
The equity warrants, which do not constitute a direct investment or an acquisition of GAUSSIN shares by Amazon, will have a life of 10 years from the date of their issuance and will be exercisable in three successive tranches depending on payments made by Amazon to GAUSSIN in respect of orders during this period, with the possibility of exercising all of the stock warrants if the payments reach $500 million or in the event of a change of control of GAUSSIN.
The exercise price for the equity warrants representing the initial 15% will be €4.04 (i.e. the volume-weighted average price (VWAP) over the 30 trading days preceding the press release published on December 14 2022), and the exercise price for the remaining 5% will be determined on the date on which the payments made by AMAZON under its orders will make the initial 15% exercisable and will correspond to ninety percent (90% ) the volume-weighted average price (VWAP) for the 30 days preceding that date.
The theoretical impact on the stake in the capital of a shareholder holding 1% of GAUSSIN’s share capital prior to the exercise of all the stock warrants (calculations made on the basis of the number of shares making up the GAUSSIN’s share capital to date) would be as follows: 0.80% on a fully diluted basis (and 0.77% on a fully diluted basis and taking into account the exercise of the securities in progress).
It is not determined whether Amazon will remain permanently in the share capital of GAUSSIN following any potential future exercise of BSA.
Warning
As a reminder, the above operation was carried out exclusively within the framework of the use of a delegation of authority for the purpose of issuing securities giving access to the capital bearing the characteristics of warrants. shares with cancellation of the preferential subscription right for the benefit of a person designated by name in accordance with article L.225-138 of the French Commercial Code. It does not constitute an offer to the public within the meaning of article L.411-1 of the Monetary and Financial Code. Consequently, the transaction has not given rise and will not give rise to the preparation of a prospectus subject to the approval of the Autorité des Marchés Financiers.
Detailed information concerning the Company, in particular on its activity, its results and its risk factors was presented in the press release dated April 26, 2022 and in the annual financial report relating to the financial year ended December 31, 2021, in the management report presented to the General Meeting of 1is August 2022, as well as in the half-year financial report as of June 30, 2022. These documents as well as other regulated information and press releases can be consulted on the company’s investor website (www.gaussin.com).
This press release is for informational purposes only. This press release does not constitute and cannot be considered as constituting an offer to the public, an offer to subscribe, an offer to sell or a solicitation of interest to the public with a view to a transaction by offering to the public of financial securities in a any country.
Securities may only be offered or sold in the United States following registration under the US Securities Act of 1933, as amended (“Securities Act”), or under an exemption from this registration requirement. The securities of the Company that are the subject of this press release have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offer of the financial securities that are the subject of this press release in the United States. -United.
The dissemination, publication or distribution of this press release in certain countries may constitute a violation of the legal provisions in force. The information contained in this press release does not constitute an offer of securities in France, the United States, Canada, Australia, Japan or any other country. This press release may not be published, transmitted or distributed, directly or indirectly, in the territory of the United States, Canada, Australia or Japan. This document does not constitute an offer for sale or a public offering of GAUSSIN shares in the United States or in any other country.
Upcoming meetings
Publication of 2022 results: April 27, 2023
About Gaussin
GAUSSIN is an engineering company that designs, assembles and markets innovative products and services in the field of transport and logistics. Its know-how encompasses the transport of goods and people, autonomous technologies allowing driverless use such as Automotive Guided Vehicles, and the integration of all types of batteries, in particular electric and hydrogen. With more than 50,000 vehicles worldwide, GAUSSIN benefits from a strong reputation in four rapidly expanding markets: port and airport terminals, logistics and people mobility. The group has signed contracts with global companies: Qatar Airways Cargo, Maersk APMT, UPS and Amazon. Each of these partners is a world leader in its sector. GAUSSIN broadened its business model with the signing of license agreements accelerating the distribution of its technology throughout the world. The acquisition of METALLIANCE confirms the emergence of an international group present in all segments of smart and clean vehicles.
GAUSSIN has twice won the Dubai World Challenge – World competition for autonomous transport, in 2019 and 2021.
In January 2022, GAUSSIN successfully completed the 2022 Dakar Rally with its H2 Racing Truck®, the first hydrogen vehicle to participate in the race and to generate zero CO2 emissions.
In March 2022, Christophe Gaussin was crowned “Hydrogen Personality of the Year” during a ceremony at the National Assembly as part of the Hydrogénies – Hydrogen Trophies.
GAUSSIN has been listed on Euronext Growth in Paris since 2010 (EURONEXT GROWTH – FR0013495298).
More information on www.GAUSSIN.com
Contacts
GAUSSIN Ulysse Communication
Christophe Gaussin, [email protected] Nicolas Daniels, [email protected]
+33(0)3.84.46.13.45 +33(0)6.63.66.59.22
Charles Courbet, [email protected]
+33(0)6.28.93.03.06
More information on www.gaussin.com