Misschien lees ik iets over het hoofd, maar volgens mij is het geen gegeven dat er nieuwe aandelen uitgegeven gaan worden; daar moeten de (nieuwe) aandeelhouders over stemmen tijdens de EGM. Enige die hier nadelig uit komt richting Gotion is volgens mij Bijvelds, zie eerder persbericht:
“If there are insufficient rump shares available in the Rights Issue (as a result of a high take-up in the Rights Issue) then the Company will call an Extraordinary General Meeting of Shareholders in Q1 2025 (the “2025 EGM”) to ask for approval for a separate share issuance to Gotion at the issue price of the Rights Issue (for which the proceeds will also be used to pay down the accounts payable position with Gotion), to strengthen its balance sheet. In the event that no rump shares are allotted to Gotion in the Rights Issue, Gotion will have the right to subscribe in the subsequent share placement for up to the amount of Ebusco’s outstanding accounts payable to Gotion.
Under the investment agreement Ebusco and Gotion have agreed that Gotion is granted the right to nominate a representative in both Ebusco’s supervisory board (which person will chair the nomination committee) and management board, subject to the approval of the Company’s shareholders, to be obtained at the 2025 EGM. Peter Bijvelds Holding and CVI Investments, Inc. (an entity managed by Heights Capital Management, “CVI”) have committed to vote in favour of the resolutions to issue shares to Gotion at the Issue Price and to appoint the Gotion nominees to the Company’s management and supervisory board. Further, the Company has committed to (i) obtain a voting commitment from ING Corporate Investments Participaties B.V. (“ING CIP”) and (ii) use best efforts to obtain voting commitments from shareholders representing more than 50% of the voting rights (including Peter Bijvelds Holding, CVI and ING CIP) required to pass the aforementioned resolutions.
Furthermore, the Company has committed not to issue any shares in its capital to any party other than Gotion following completion of the Rights Issue and prior to any issuing of new shares in Q1 2025, provided, however, that this standstill is conditional upon Gotion’s exercise of its option to acquire such new shares within three months of the Rights Issue (this commitment is qualified by any issuance of shares to CVI for purposes of the Notes).
Under the investment agreement, Peter Bijvelds Holding has committed to (i) at the request of Gotion, purchase any Rump Shares acquired by Gotion, at the Issue Price, if the resolutions for the issuance of new shares to Gotion and the appointment of the Gotion nominations are not approved at the 2025 EGM, and (ii) granting Gotion a tag-along right in respect of any sale by Peter Bijvelds Holding of Ordinary Shares representing more than 5% or more of voting rights in the Company”