BOULOGNE BILLANCOURT, France, May 17, 2022 /PRNewswire/ — GOA LCD, a company controlled by the Cosmobilis group, announces that it has acquired at a price of 59.15 euros per share, a block of shares representing approximately 67.13% of the capital and 73.92% of theoretical voting rights
[1]
of UCAR (the ”
Company
”) to certain reference shareholders, in accordance with the announcement made in a previous press release dated April 11, 2022.
GOA LCD thus holds 1,169,812 shares of the Company at the end of the operation. GOA LCD also benefits from tender commitments relating to 392,421 shares (representing 22% of the capital
1
), it being specified that the Company holds 8% of its own shares which will be canceled at the end of the simplified tender offer or, where applicable, the squeeze-out.
Following the completion of this acquisition, the composition of UCAR’s Board of Directors was modified to take into account the new composition of its shareholding. On May 17, 2022, AXA FRANCE IARD, Mr. Philippe MARIE, Ms. Florence LAGARDE, Tiphaine PUERTO and Laurène PUERTO resigned from their positions on the UCAR Board of Directors. Messrs Jean-Louis MOSCA, Carlos GOMES, Christophe PINEAU, Jean-Hugues DELVOLVE and Jean-Loup SAVIGNY filled the vacant seats on the UCAR Board of Directors. These cooptations, which took effect on May 17, 2022, will be subject to ratification by the next ordinary general meeting of UCAR shareholders.
On May 17, 2022, UCAR’s Board of Directors also decided to separate the functions of Chairman of the Board of Directors from those of Chief Executive Officer and appointed Mr. Christophe PINEAU as Chief Executive Officer; Mr. Jean-Claude PUERTO-SALAVERT being maintained in his position as Chairman of the Board of Directors of UCAR.
GOA LCD will file by the end of May, in accordance with applicable regulations, a draft mandatory simplified tender offer at a price of 59.15 euros per share, subject to the conclusions of the independent expert in application of article 261-1 I and II of the general regulations of the Autorité des marchés financiers (hereinafter the ”
HAS
FM
”) and the AMF’s compliance notice on the proposed offer. GOA LCD intends to implement a squeeze-out following the public offering.
The Board of Directors of the Company appointed, at its meeting of April 8, 2022, the firm Finexsi as independent expert, with a view to drawing up the report on the financial conditions of the public offer, in accordance with the provisions of article 261-1 I. 1°, 2°, 4° and II. of the general regulations of the AMF.
Pursuant to the provisions of Articles 261-1 and 261-1-1 of the AMF’s general regulations, this designation has not been opposed by the AMF.
The Board of Directors of the Company will issue a reasoned opinion on the public offer after obtaining the independent expert’s report, which will appear in the draft response document.
Completion of the public offer is subject to the AMF’s declaration of compliance.
About Ucar Mobility Group
Founded in 2000, UCAR is a mobility specialist, under the UCAR brand as well as a white label, positioned to respond to new automobile consumption patterns. Faced with the evolution of urban lifestyles, the decline in purchasing power, and growing ecological awareness, UCAR’s innovative offer is based on:
Transparent rates and low prices all year round through local networks.
An original digital offer giving as many people as possible access to new vehicles thanks to revenue from sharing.
UCAR brings together nearly 100 direct employees and 400 people working in all the networks (franchisees and franchised employees). The Group is present in France with 437 branches and a fleet of nearly 8,000 vehicles. In 2021, the volume of business under the UCAR brand and associated networks was €67 million.
UCAR has been listed on Euronext Growth Paris (FR 0011070457 – ALUCR) since July 6, 2011.
About COSMOBILIS
Born at the crossroads of the evolution of the automotive sector and digital transformation, the COSMOBILIS group is a European player in new auto-mobility.
COSMOBILIS is made up of 5 pillars: automobile distribution through its network of branded dealerships with its emblematic brand BYmyCAR, digital automobile distribution through its Elite Auto and Proxauto platforms, En Voiture Simone, the first approved online driving school , FleetWay, a specialist in auto-mobility solutions for companies and GOA , the group’s new brand which will offer automobile mobility services, including VTC services from Marcel. COSMOBILIS recently strengthened its equity by raising funds of 100 million euros subscribed by Crédit Agricole, which is a shareholder in the group.
[1]
Before loss of double voting rights attached to the shares transferred to GOA LCD as part of the acquisition of the block and on the basis of the Company’s capital as of April 30, 2022 comprising 1,742,624 Shares representing 3,164,906 voting rights theoretical.