FOR RELEASE IN SWITZERLAND - THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS COMMUNICATION IS PROHIBITED. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Media Release
SoftwareONE announces partial exercise of over-allotment option in connection with IPO
STANS, Switzerland I 25 November 2019 - SoftwareONE Holding AG (SIX: SWON), a leading and fast-growing global provider of end-to-end software and cloud technology solutions, today announced that the joint global coordinators have partially exercised the over-allotment option granted in connection with its initial public offering (IPO) at the offer price of CHF 18.00 per share.
On 25 October 2019, the shares of SoftwareONE were listed and admitted to trading on SIX Swiss Exchange. On 22 November 2019 after market close, the joint global coordinators, acting on behalf of the joint bookrunners, have partially exercised the over-allotment option in the amount of 3,246,099 existing shares, offered by KKR and Raiffeisen Informatik (previously Peruni Holding).
Including the shares placed in connection with the over-allotment option, a total of 41,795,563 existing shares, offered by KKR, Raiffeisen Informatik, staff and other shareholders, were sold in the IPO. The total placement volume amounted to CHF 752 million.
As a result, the free float now amounts to 26.4%, excluding shares under lock-up. KKR and Raiffeisen Informatik now hold stakes of 14.8% and 7.9%, respectively. With 30.9%, the founding shareholders Daniel von Stockar, Beat Curti and René Gilli jointly retain the largest stake in SoftwareONE. Current and former staff hold 9.4%, the heirs of SoftwareONE co-founder Patrick Winter 7.8%, and treasury shares amount to 2.8%.
SoftwareONE as well as all members of the Board of Directors and the Executive Board have committed to a lock-up period of twelve months from the first day of trading. The selling shareholders have agreed to a lock-up of six months following the first trading day.
Credit Suisse, J.P. Morgan and UBS Investment Bank acted as joint global coordinators and joint bookrunners of the IPO, while BNP Paribas, Citi, Deutsche Bank, UniCredit and Zürcher Kantonalbank acted as joint bookrunners. Rothschild & Co acted as financial advisor to SoftwareONE.
Information on stabilization transactions carried out by Credit Suisse as stabilization agent are available on https://www.softwareone.com/ipo-information.
CONTACT
SoftwareONE
Patrick Zuppiger, Chief Communications Officer
Tel. +41 44 832 82 00, patrick.zuppiger@softwareone.com
Janine Hensen, Corporate Communications Manager
Tel. +49 341 2568 171, janine.hensen@softwareone.com
Lemongrass Communications
Karin Rhomberg, +41 44 202 52 65, karin.rhomberg@lemongrass.agency
Andreas Hildenbrand, +41 44 202 52 38, andreas.hildenbrand@lemongrass.agency
ABOUT SOFTWAREONE
SoftwareONE is a leading global provider of end-to-end software and cloud technology solutions, headquartered in Switzerland. With capabilities across the entire value chain, it helps companies design and implement their technology strategy, buy the right software and cloud solutions at the right price, and manage and optimize their software estate. Its offerings are connected by PyraCloud, SoftwareONE's proprietary digital platform, that provides customers with data-driven, actionable intelligence. With around 5,300 employees and sales and service delivery capabilities in 90 countries, SoftwareONE provides around 65,000 business customers with software and cloud solutions from over 7,500 publishers. SoftwareONE's shares (SWON) are listed on SIX Swiss Exchange. For more information, please visit SoftwareONE.com.
SoftwareONE Holding AG, Riedenmatt 4, CH-6370 Stans
DISCLAIMER
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of SoftwareONE Holding AG should be based exclusively on the issue and listing prospectus published by SoftwareONE Holding AG for such purpose. Copies of such issue and listing prospectus (and any supplements thereto) are available free of charge from SoftwareONE Holding AG, Investor Relations, Bahnhofplatz 1d, 8304 Wallisellen, Switzerland (email: investor.relations@softwareone.com), Credit Suisse AG, Zurich, Switzerland (email: equity.prospectus@credit-suisse.com) and UBS AG, Swiss Prospectus Switzerland, P.O. Box, CH-8098 Zurich, Switzerland (voicemail: +41 44 239 4703); fax: +41 44 239 6914; email: swiss-prospectus@ubs.com). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
Statements made in this publication may include forward-looking statements. These statements may be identified by the fact that they use words such as "anticipate", "estimate", "should", "expect", "guidance", "project", "intend", "plan", "believe", and/or other words and terms of similar meaning in connection with, among other things, any discussion of results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which SoftwareONE Holding AG operates. Such statements are based on management's current intentions, expectations or beliefs and involve inherent risks, assumptions and uncertainties, including factors that could result in a substantial divergence between actual results, financial situation, development or performance of SoftwareONE Holding AG and those explicitly or implicitly presumed in these statements. Forward-looking statements contained in this media release regarding trends or current activities should not be taken as a representation that such trends or activities will continue in the future. Actual outcomes, results and other future events may differ materially from those expressed or implied by the statements contained herein. Such differences may adversely affect the outcome and financial effects of the plans and events described herein and may result from, among other things, changes in economic, business, competitive, technological, strategic or regulatory factors and other factors affecting the business and operations of SoftwareONE Holding AG. Neither SoftwareONE Holding AG nor any of its affiliates is under any obligation, and each such entity expressly disclaims any such obligation, to update, revise or amend any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this media release. It should be noted that past performance is not a guide to future performance.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. SoftwareONE Holding AG shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. In the United Kingdom, this document is only being distributed to and is only directed at (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities falling within article 49 of the Order or (iii) other persons to whom it may lawfully be communicated, (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This document does not constitute an offer of securities to the public of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offer of securities referred to in this document to persons in the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") as implemented in member states of the EEA, from the requirement to produce a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state that has implemented the Prospectus Regulation is only addressed to qualified investors in that member state within the meaning of the Prospectus Regulation and such other persons as this document may be addressed on legal grounds. For the purposes of this paragraph, the expression an "offer to the public" in relation to any securities in any member state means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities.
None of Credit Suisse AG, J.P. Morgan Securities plc, UBS AG, Citigroup Global Markets Limited, BNP PARIBAS, Deutsche Bank Aktiengesellschaft, UniCredit Bank AG and Zürcher Kantonalbank or any of their respective affiliates accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement).
Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process by each [Manager] established in the EEA, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the [Managers] established in the EEA will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
