VERGNET: VERGNET decides on a capital reduction and a reverse stock split – 11/04/2022 at 6:05 p.m.

Press release

VERGNET decides on a capital reduction and a consolidation of the Company’s shares

Elms, November 4, 2022 –

The VERGNET Group (“

VERGNET

“) announces, in accordance with two decisions of the Board of Directors of the Company at its meeting of October 27, 2022 supplemented by two decisions of the Chief Executive Officer dated November 4, 2022, making use of the delegations granted to him by the fourth and fifth resolutions of the General Meeting of Shareholders dated September 21, 2022, decided to carry out a reduction in the share capital by reducing the nominal value and consolidating the shares of the Company.

1. 
   
   

   Reduction of the par value of the Company’s shares
   
   
   

The nominal value of each Company share is divided by two and thus reduced from 0.001 euro to 0.0005 euro and the share capital to 179,945.63 euros.

This purely technical operation has no impact on the market value of the Company’s shares, nor on the number of shares in circulation, which amounts to date and following the latest OCA conversions carried out by Negma Group Investment Ltd. in accordance with the OCABSA contract entered into on September 23, 2022, to 359,891,269 shares.

Thus, following this capital reduction operation, the Company’s share capital remains composed of 359,891,269 ordinary shares.

In addition, as announced by the Company on October 4, 2022, the Board of Directors also decided in favor of a consolidation of the Company’s shares, taking into account, in particular, the evolution of the stock market and volatility of the share, the terms of the reverse stock split being described below.

1. 
   
   

   Consolidation of Company shares
   
   
   

Making use of the delegation granted to it by the General Meeting of Shareholders on September 21, 2022, the Board of Directors of the Company, during its meeting on October 3, 2022, decided on the principle of a reverse stock split, the terms of which it set during its meeting on October 27, 2022.

This operation will have no impact on the overall value of VERGNET shares held by shareholders, with the exception of fractional shares.

The consolidation operations will begin on November 21, 2022, and end on December 22, 2022.

A Frequently Asked Questions (FAQ) is available for shareholders on the Company’s website, under the heading “Regrouping of shares”.

Grouping methods

:

• 
  

  Suspension
  
  

  : the Board of Directors has decided, in order to facilitate the completion of share consolidation operations, to suspend the right to exercise the rights attached to all (i) bonds convertible into new shares of the Company with warrants subscription for shares attached (the ”
  
  OCABSA
  
  “) issued under the financing agreement entered into with Negma Group Investment dated September 23, 2022 and (ii) Company stock warrants issued under the financing agreement entered into with the Global Corporate Finance fund Opportunities 13 dated April 28, 2022 (the “
  
  BSA ABO
  
  “). The suspension of OCABSAs and BSA ABOs will come into effect from December 13, 2022 (00:01 a.m., until December 22, 2022 (11:59 p.m., Paris time);

• Start date of consolidation operations
  
  : November 21, 2022;

• 
  

  Number of shares subject to consolidation
  
  

  : 359,888,000 shares with a par value of five ten-thousandths of a euro (€0.0005) each, it being specified that this number of shares subject to consolidation will be increased, where applicable, by the shares issued according to the exercise of the rights of the beneficiaries of all securities giving access to the capital of the Company or of the shares which would be issued as from the notice of suspension and before the date of entry into force of the suspension. In this case, the final number of shares subject to consolidation will be determined by the Board of Directors, with the option of sub-delegation, before the start of the consolidation operations, and will be published by the Company;

• 
  

  Grouping parity
  
  

  : four thousand (4,000) old shares with a nominal value of five ten thousandths of a euro (€0.0005) for one (1) new share with a nominal value of two (2) euros;

• 
  

  Number of new shares to come from the business combination
  
  

  : 89,972 shares with a nominal value of two (2) euros each, it being specified that the number of shares resulting from the consolidation will be increased, where applicable, by the shares issued following the exercise of the rights of the beneficiaries of any transferable securities giving access to the capital of the Company, or shares which would be issued as from the notice of suspension and before the date of entry into force of the suspension. In this case, the final number of shares resulting from the consolidation will be determined by the Board of Directors, with the option of sub-delegation, before the start of the consolidation operations, and will be published by the Company;

• 
  

  Grouping period
  
  

  : the consolidation period will extend within the limit of thirty (30) days from the start date of the consolidation operations set by the consolidation notice published in the Bulletin des Annonces Légales Obligatoires referred to above, i.e. from 21 November 2022 to December 22, 2022. The reverse stock split will therefore take effect on December 23, 2022;

• 
  

  Titles forming a quota
  
  

  : conversion of old shares into new shares carried out according to the automatic procedure;

• 
  

  Fractional securities
  
  

  : shareholders who do not have a number of old shares corresponding to a whole number of new shares will have to make their own personal business of buying or selling old shares forming odd lots, in order to obtain a number of multiple shares of four thousand (4,000), until December 22, 2022. After the aforementioned period, the new shares which could not be allocated individually and corresponding to fractional rights will be sold on the stock market by financial intermediaries and sums from the sale will be distributed in proportion to the fractional rights of the holders of these rights within thirty (30) days from December 22, 2022;

• 
  

  Delisting
  
  

  : shares not consolidated at the end of the consolidation period will be delisted;

• 
  

  Centralization
  
  

  : all operations relating to the consolidation of shares will take place with Société Générale Securities Services – 17 Cours Valmy, 92800 Puteaux, appointed as agent for the centralization of consolidation operations;

• 
  

  Right to vote
  
  

  : during the period of consolidation referred to above, the right to dividends and the right to vote relating, on the one hand, to the new consolidated shares and, on the other hand, to the old shares before the consolidation, will be proportional to their respective nominal value. At the end of the consolidation period, the non-consolidated shares will lose their relative voting rights and will no longer be included in the calculation of the quorum and their rights to future dividends will be suspended, it being specified that the consolidated shares will then give right to a (1) votes each;

• 
  

  Listing of shares
  
  

  : the shares subject to consolidation are admitted to trading on the Euronext Growth market of Euronext in Paris under the ISIN code FR0004155240 until December 22, 2022, the last trading day;

The shares resulting from the combination will be admitted to trading on the Euronext Growth market of Euronext in Paris under the ISIN code FR001400D5I2 from December 23, 2022, the first day of trading.

Calendar of operations

About VERGNET SA

The VERGNET Group, “a virtuous creator of energy independence since 1989”, has never ceased since its inception to enable its customers to control their energy production, despite difficult or even extreme geographical and climatic conditions.

An expert in the production of renewable energies (wind, solar, hybrid) on non-interconnected networks and armed with unique technologies, the Group has developed the Hybrid Wizard, a hybrid system controlling in real time the share of renewable energies injected into the electrical network by guaranteeing operational safety and security for island or isolated networks.

The Group has already installed more than 900 wind turbines and 365 MW of all energies combined. It is present in more than 40 countries and has 200 employees in 12 locations.

VERGNET has been listed on Euronext Growth since June 12, 2007.

CONTACT

VERGNET Group

Cyril Ledran

investors@vergnet. com

© Copyright Actusnews Wire

Receive the company’s next press releases free of charge by email by subscribing to www.actusnews.com