(Boursier.com) — Gaussin announces that the Extraordinary General Meeting of the company met on March 7 on second call, the quorum having been reached.
The company’s shareholders approved all of the extraordinary resolutions approved by the Board of Directors that were submitted to them and published in the Bulletin des Annonces Légales Obligatoires (BALO) of February 15, 2023.
The Extraordinary General Meeting notably approved by a large majority of more than 80% of votes “for” the resolution allowing Amazon to receive the share subscription warrants announced on December 14, 2022, at the same time as the order for 329 Gaussin ATM 38T “Full Elec” park tractors from Amazon. The Board of Directors of the company decided on March 7, by virtue of the delegation of authority given by the Extraordinary General Meeting, which was 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 stock warrants, which do not constitute a direct investment or acquisition of stock by Amazon, will have a life of 10 years from the date of their issuance and will be exercisable in 3 successive tranches depending on the payments made by Amazon to Gaussin for the orders during this term, with the option to exercise 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 stock warrants representing the initial 15% will be 4.04 eurosand 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%) of the volume-weighted average price (VWAP) for the 30 days preceding that date.
A shareholder holding 1% of Gaussin’s share capital prior to the exercise of all stock warrants would see his stake reduced to 0.80% on a fully diluted basis.
It is undetermined whether Amazon will remain permanently in the share capital of Gaussin following any potential future exercise of BSA.
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