GOWEX has operated in the telecommunications sector for 14 years. It is currently leading the creation of "Wi-Fi Cities," which offers free and premium Wi-Fi connectivity on the street and in means of public transportation. The company is now exporting its innovative business models to many cities in Europe, South America, Asia, and emerging countries. In 2010, Gowex became the first and only Spanish [SMB – in full] to list its shares on two exchanges (a “Dual Listing”) with quotations on both the MAB stock market (GOW) and on the NYSE-Alternext (ALGOW).. The company has demonstrated continuous growth since 2008, and in 2012 achieved a turnover of € 114.3 million and net profit of € 17 million . In February 2013, the SEC approved the launch of a program of ADR (American Depositary Receipt), enabling the Group to be also traded in the United States on the OTCQX marketplace.
Effective since March 2013 following the stock split by 5:1, the number of outstanding shares of the company is 72,313,360, maintaining the nominal amount of share capital by 723,133.60€.
With offices in Madrid, Buenos Aires, London, San José (Costa Rica), Paris and Shanghai, GOWEX develops a sustainable business model in its Wi-Fi networks, based on the efficient and technical quality of their patented platforms: the Roaming Platform, which allows users to connect freely in all the cities, and the Geolocalization Content and Advertisement Platform, which provides financing business through marketing and advertisement agreements.
In 2011, GOWEX joined the Wireless Broadband Alliance and received a prize for the “Best Web Company” on Internet Day. In February 2012, Jenaro García GOWEX CEO received the “Entrepreneur of the Year Award” by Ernst & Young in the category of "Innovation”
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NEWS DISTRIBUTION LIST for shareholders
3. Our mission 4
Letter from the President 5
2012 Key figures 7
Consolidated sales 9
Sales distribution 10
Balance Sheet 11
Split 5:1 13
What is an ADR? 14
GOWEX shares 16
Interview at “El Confidencial” 18
GOWEX News 19
RDT13 and GOWEX 21
Shareholders and investors’
contact details
22
SPECIAL
GAZETTE
4. Our
Mission
4
“Being the
Worldwide leader of
Wireless Smart Cities®,
based on the great advantages
granted by our Platform
(Proprietary Technology and
Exclusive Business Model)”
Jenaro García
GOWEX CEO
5. Letter from the President
Jenaro García Martín
Dear friends,
If we had to sum up the 2012 financial year in just one word, that
word would be "internationalisation". Even though GOWEX was destined to
become global right from its creation, our company did not experience true
expansion and consolidation abroad until 2012.
No-one can ignore the fact that expansion on our planet is currently
taking place at different speeds and our goal, of solidly penetrating the top 300
benchmark cities worldwide, is more relevant than ever. In this respect, the
emerging markets and consolidated cities with high density urban centres and
population were our primary target in 2012 - and they still are.
However, whilst international aspects have been key during 2012, we
should not forget traits on the "home front", among which the most demanded
during last year were WiFi services in transport or WiFi mobility. Thus, during 2012
GOWEX signed agreements with new transport companies that link the Spanish
capitals such as Bilbao, Segovia and Valladolid. Moreover, there has been an
increase within the lines in which GOWEX has already worked. Remarkably,
recognition of our work within the country came via a prestigious ambassador,
when Google awarded Ourense the title of "Digital City" for its WiFi network.
A future with WiFi: I would like to end this review of the year by referring myself
to the GOWEX’s future. We would like to continue offering the best quality and the
best service to our customers and users by providing an essential service as it is the
access to the Information Society’s benefits equally to all citizens. All this is possible
thanks to the company’s "know how", in particular, thanks to the excellent
professionals that are part of it and work hard every day to provide the user not
only Internet access but a whole connectivity experience.
Jenaro García Martín
Let´s GOWEX President
5
"A platform will provide access to Smart
Cities information from a single point"
6. 6
Free WiFi 24/7
January
Change to Automated
Quotation System,
MAB
February
Agreement with
Skype
June
WiFi in Parisian
public transport (RATP)
October
Dublin, WiFi city
October
Agreement with public
rail transport in France
(SNCF)
UCONNECT
Project,
smart connectivity
PISTA Project
Tourist services
smart platform
December
Agreement with
public transport in
Marseille (RDT 13)
December
Capital increase
7. 2012 Key figures
7
Consolidated sales
Year 2012: 114,225,502 €
Net Profit
Year 2012: 17,027,225 €
EBITDA Year 2012:
30,846,327 €
Number of cities
In 2012: 65
“WiFi Smart Cities are even more attractive
for both clients and users”
8. 8
“We are creating a global network effect, WiFi
Smart Cities are even more attractive”
Jenaro García
2012 Key figures
Turnover GrossMargin EBITDA Net Profit
Figures in Million Euros
%over the previous year
9. Consolidated Sales
December 31st, 2012
9
Consolidated Sales2012 2012 2011
% Variation
2012/2011
Sales distribution
2012
In million Euros, 31st December
GOWEX Telecom
With Intermediation 50.1 48.3 4%
Without Intermediation 23.5 20.2 16% 21%
GOWEX Wireless 90.8 46.5 95% 79%
Consolidated Sales 114.3 66.7 71% 100%
90,8 23,5
GOWEX Wireless becomes the
engine of the company.
GOWEX Wireless GOWEX Telecom
10. Sales Distribution
National / international 2012
10
2011 2012
Sales Distribution
national / international
42.0 %
58.0 %
56.5 %
43.5 %
66.7
114.3
Figures in million Euros
% over total sales
“These figures prove and capture on
paper the great results in
obtaining major projects and new towns”
International
National
11. Balance Sheet
December 31st, 2012
11
2012 2011 % Annual
Var.
Non-current assets 20,600,970 15,997,750 24%
Current assets 80,177,124 41,294,099 94%
Total 100,778,094 57,291,849 74%
Net worth 69,549,116 35,141,059 95%
Non-current liabilities 14,855,748 8,979,984 65%
Current liabilities 16,373,230 13,170,806 27%
Total 100,778,094 57,291,849 74%
13. Split
5:1
13
What is a split?
A corporate action in which the company's existing shares are divided into
multiple shares. Although the number of shares outstanding increases by a
specific multiple, the total dollar value of the shares remains the same
compared to pre-split amounts, because no real value has been added as a
result of the split.
Ratio applied:
5 new shares for every 1 old share
Why a Split?
• Because of a psychological component
• Because of a statistical component
• Because of the need to increase the number of shares -> new markets
14. What is an
ADR?
14
An ADR is a negotiable U.S. certificate representing ownership of shares of a
company registered outside the U.S. The ADRs are quoted in U.S. dollars and
trade in a U.S. Market. ADRs were specifically designed to facilitate the
purchase, holding and sale of foreign titles by U.S. investors, and to provide a
financial instrument for non-US companies.
The advantages of ADRs to U.S. investors may include:
• Quotation in U.S. dollars and payment of dividends or interest in U.S. dollars.
• Diversification without many of the obstacles that mutual funds, pension
funds and other institutions may have in purchasing and holding securities
outside of their local market.
• Familiar trade, clearance and settlement procedures.
NOTE: GOWEX ADR Program does not
involve a capital increase
15. 15
Where are Let's GOWEX ADRs quoted?
Let's GOWEX ADRs, are traded on the OTCQX ® , Over The Counter “OTC”
market place since 2013, with:
Ticker Symbol LGWXY
CUSIP NUMBER 527261 101
ISIN NUMBER US5272611014
What is the exchange ratio between an Ordinary share-ADR
of Let's GOWEX?
Each Let's GOWEX ADR represents one (1) Let's GOWEX common share.
How can I buy Let's GOWEX ADRs?
Investors can buy Let's GOWEX ADRs through their own full-service, discount,
and on-line brokerage firms throughout the United States.
Who is the depositary bank for Let's GOWEX ADR program?
The Let's GOWEX ADR program is managed by Bank of New York Mellon and any
questions related to ADR may be directed to the following website:
www.adrbnymellon.com
What is an
ADR?
18. Interview at “El Confidencial” to
Jenaro García
GOWEX CEO
18
A question made by Rafa:
Jenaro, since we can dream for
free as WiFi is, How do you
imagine GOWEX in 10 years?
A question made by Antonio,
designer:
What do you think the future of
connectivity will be? Do you
think operators will continue to
survive as we know them today?
A question made by Javier
Martín, technician:
Which is your relationship with
operators? After all, you are their
competitors.
All I can say is that the managers of our
company invested in the last capital
increase and I did it too.
The future is that connectivity as such will
be for free. Operators may not continue
to survive with the current models set up,
therefore, important changes are
occurring that will be visible in and to the
markets.
We do not compete with operators since
they are our customers. Proof of this, is
that they are working with us
increasingly.
My view is that all the cities in the world
will have free WiFi. WiFi is like water and
the entire population is entitled to it from
birth. It is therefore a responsibility for us
that it could become so.
A question made by Rafa,
shop assistant, Seville:
What would you say to investors
who have not made the move yet
to join the company? What is
your opinion on the future plan
of the Company?
19. WiFi Travelling
Forbes
When he was about to celebrate his 14th
birthday, his parents asked him if he wanted
a motorbike, a 'Montesa Cota 49 ", the one
which was in fashion at that time. Jenaro
García chose cash instead. In total, 50,000
pesetas (approximately 300€) that he
invested in shares of two companies:
Telefonica, "because he clearly saw were
the future was" and Cerrajera Union,
"because it was the cheapest share in the
stock market". Jenaro García is the founder
and CEO of GOWEX, a Spanish company
born in 1996 that nowadays provides WiFi
service in 70 cities worldwide. Among those
included since the beginning of the year,
New York, a city that includes a network of
more than 1,950 hotspots distributed
through the main areas of Manhattan,
Brooklyn and Queens, and thus, becoming
one of the major public networks
worldwide.
In this country (Spain) we feel bad when we
do business, says García, who feels proud to
have grown along with the Second-hand
market of Madrid, where he went every
Sunday to sell bottle caps and cassettes.
"The best master cannot beat what this
teaches you. Children should learn how to
be entrepreneurs since the beginning, we
should teach them how to set up a
company, how does money work and what
barter is about".
All information of the "Smart
Cities" on a single point
La razón.es
The Spanish company GOWEX and the
Institute of Computer Technology of
Valencia (ITI) are both developing a platform
for bringing together all the information
about smart cities and make it available to
the public. The system, which is funded by
the Ministry of Economy and
Competitiveness of Spain and the European
Union, will be tested initially in Burgos and
Alcalá de Guadaira (Seville) in the last
quarter of 2014.
This development is the main piece of the
Project “Integral Management for the Smart
Citizen (IMASCITI)”.
Follow GOWEX last news through our Twitter account
@gowex 19
News
20. News
GOWEX,
to infinity and beyond!
Capital.es
From its small headquarters, this SME has
achieved something that we considered to
be impossible, millions of Internet users
consuming free internet via WiFi
technology, with their laptops, phones or
tablets in the streets, at airports, on the
trains, buses, kiosks, planes ... In short, in
almost every place you can see the GOWEX
logo and one of its antennas.
This company is considered the pioneer of
free WiFi in Spain and almost the only one
that is able to exploit it abroad. In fact,
finding any other company in the world
capable of offering its worldwide service is
impossible.
GOWEX raises its profit by 136%
in 2012
Telecinco.es
GOWEX, the company that filled New York
with WiFi hotspots, obtained a net profit of
17.02 million euros in 2012. It represents an
increase of the 136% over the previous year,
when it won 7.2 million euro, according to
the firm.
The total amount for the business rose to
114.3 million euros, an increase of 71%.
GOWEX, specialist in creating WiFi smart
cities and intelligent WiFi on transportation,
stressed that its accounts are "very positive"
and that they reflect the "high growth" of its
projects, especially at an international level.
Furthermore, the company also increased
the gross operating profit (EBITDA) by 87%
to 30.8 million euros, while the net
operating profit (EBIT) increased by 130% to
21.8 million euros.
GOWEX CEO, Jenaro García, said that these
figures confirm the "great results" in
obtaining more projects and new cities, as
well as recurring revenues in mature
projects. "
“The market value of this SME
has exceeded 300 million euros”
20
The percentages of its price in the Stock
Market are to be written down in the
Guinness Book of Records. And it is
because GOWEX shares were worth 3.5
euros in 2010 and now they worth more
than 17 euros (pre-split). Moreover,
despite the fact that the company is listed
on the MAB, its Stock Market capitalisation
is of nearly 300 million euros. An amount
much bigger than the 50% of the
companies listed in in the Continuous
Market.
Follow GOWEX last news through our Twitter account
@gowex
21. RDT13 and GOWEX inaugurate the
“Smart buses” in Marseille
21
Available at line
“Aix-en-Provence / Marseille”
WiFi free for 2.25 million
passengers
Screens with local information in
real time
Video Surveillance Closed circuit
TV
22. Florencia Maté Garabito
International Communications
Manager & Investor Relations
+34 670 738 579
fmate@gowex.com
Alicia Viñas Díaz
Investor Relations & Corporate Area
+34 91 360 14 70
avinas@gowex.com
Javier Solsona Piera
Investor Relations & Corporate Area
+34 638 780 690
jsolsona@gowex.com
Shareholders and
investors’ contact details
22