QPR Software Plc Stock Exchange Release 19 May 2022 at 13:00 PM Finnish time
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
QPR Software Plc (the “Company”) announced on 22 April 2022 that the Board of Directors of the Company is looking into the possibility of implementing a share issue that is based on the pre-emptive subscription right of shareholders during the second quarter of 2022. The offering would strengthen the Company’s capital structure for possible growth investments.
Today on 19 May 2022, with the authorisation granted by the Annual General Meeting on 6 April 2022, the Board of Directors of the Company has decided on an offering in which the Company issues up to 4,010,458 new shares in the Company (the “Offer Shares”) in accordance with the terms and conditions of the rights offering attached hereto primarily to the Company’s existing shareholders in proportion to the number of shares they hold in the Company (the “Existing Shares”) and secondarily to the Company’s existing shareholders and other investors (the “Offering”).
The Offering in brief
The Offering is intended to support the strong international growth in SaaS business in the rapidly growing process mining markets in accordance with the Company’s strategy and to strengthen the Company’s ability to pursue its strategy.
With the Offering, the Company aims to raise gross proceeds of approximately EUR 3.45 million by offering a maximum of 4,010,458 Offer Shares for subscription.
The Offer Shares will primarily be offered for subscription to the existing shareholders of the Company in proportion to their holding of Existing Shares.
A shareholder who on the record date of the Offering, 23 May 2022, (the “Record Date”) is registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy (“Euroclear Finland”) or, as regards nominee-registered shares, a shareholder on whose behalf the shares have been registered in the Company’s shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right as a book-entry for each Existing Share in the Company held on the Record Date (the “Subscription Right”). The Subscription Rights will be registered on the shareholders’ book-entry accounts in the book-entry system maintained by Euroclear Finland on 24 May 2022.
The subscription price is EUR 0.86 per Offer Share (the “Subscription Price”).
Holders of Subscription Rights have the right to subscribe for Offer Shares using Subscription Rights so that three (3) Subscription Rights entitle the holder to subscribe for one (1) Offer Share at the Subscription Price (the “Primary Subscription”). No fractional Offer Shares will be issued, and no Subscription Right may be used only in part.
The subscription period for the Offering will commence on 27 May 2022 at 10:00 a.m. Finnish time and expire on 10 June 2022 at 4:30 p.m. Finnish time (the “Subscription Period”), unless the Subscription Period is extended. Any unexercised Subscription Rights will expire with no value at the end of the Subscription Period, and they will be removed from the book-entry accounts of the holders without separate notice or compensation.
The Subscription Rights are freely transferable, and they will be subject to trading on the official list of Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) from 10:00 a.m. Finnish time on 27 May 2022 to 6:30 p.m. Finnish time on 6 June 2022 (unless the Subscription Period is extended). The ISIN code of the subscription rights is FI4000523204 and the trading symbol is “QPR1VU0122”.
The lead manager of the Offering is Evli Plc (the “Lead Manager”).
The Company has drawn up a Finnish language EU Recovery prospectus (the “Prospectus”) for the Offering and submitted the Prospectus to the Finnish Financial Supervisory Authority for approval. The Company expects the Financial Supervisory Authority to approve the Prospectus on or about 19 May 2022. After the approval of the Financial Supervisory Authority, the Prospectus will be made available on the Company’s website at www.qpr.com/fi/yritys/merkintaoikeusanti on or about 19 May 2022. In addition, the Prospectus will be made available on the website of the Lead Manager at www.evli.com/en/qpr on or about 19 May 2022.
The Subscription Commitments received by the Company
The Company has received prior subscription commitments for the Offer Shares for a total of approximately EUR 2.6 million from its certain existing shareholders, all Board Members, the CEO and certain other members of the management team, subject to certain customary conditions, including that the shareholder is not obligated to subscribe for Offer Shares in such a way that would create for the shareholder an obligation to make a mandatory takeover bid for the Company’s shares as set forth in chapter 11, section 19 of the Finnish Securities Markets Act (746/2012, as amended) (the “Subscription Commitments”). Advance subscription commitments given by the members of the Board of Directors and members of the Executive Management Team amount in total to approximately EUR 211 thousand.
In accordance with the subscription commitments, Oy Fincorp Ab, Alesco SA, Vesa-Pekka Leskinen together with his related party Kauppamainos Oy, Risto Siilasmaa and Janne Laakso, each of whom belongs to the Company’s major shareholders, as well as Talcom Ab Oy ja Tradeira Oy, both of whom are new investors, have each undertaken to subscribe for over 5 per cent of the Offer Shares.
The Subscription Commitments represent approximately 75.5 per cent of the Offer Shares (assuming that the Offering is fully subscribed for).
More detailed information on the Offering
As a result of the Offering, the total number of shares in the Company may increase from 12,444,863 Existing Shares to a maximum of 16,455,321 shares. The Offer Shares represent approximately 24,4 per cent of all of the shares and votes in the Company after the Offering, assuming that the Offering is completed in full.
The Subscription Price is based on the volume-weighted average price of the Company’s share during a period of 10 trading days preceding the decision on the Offering and includes a discount of approximately 20 per cent when compared to said rate. The Subscription Prices will be credited in full to the Company’s reserve for invested unrestricted equity.
In the event not all the Offer Shares are subscribed for in the Primary Subscription, both the company’s shareholders and other investors have a right to subscribe for the unsubscribed Offer Shares without subscription rights at the Subscription Price (the “Secondary Subscription”).
The Offer Shares will carry the right to receive dividends and other distributions of funds by the Company, if any, and to other shareholder rights in the Company as of the registration of the Offer Shares with the Trade Register and in the shareholders’ register of the Company maintained by Euroclear Finland on or about 17 June 2022 (unless the Subscription Period is extended). Each Offer Share entitles to one vote at the Annual General Meeting of shareholders of the Company.
The Board of Directors of the Company will approve any subscriptions made with Subscription Rights provided that the subscriptions have been made in accordance with the terms and conditions of the Offering and applicable laws and regulations. In the event not all the Offer Shares have been subscribed for with Subscription Rights, the Board of Directors of the Company will approve any subscriptions made without Subscription Rights provided that they have been made in accordance with the terms and conditions of the Offering and applicable laws and regulations by applying the allocation principles set out below. The approval of the subscriptions made without Subscription Rights in the Secondary Subscription and allocation of the Offer Shares to the subscribers is determined based on the Lead Manager’s proposal as follows:
(i) First to those who have subscribed for Offer Shares in the Secondary Subscription in accordance with their advance subscription commitment to the maximum amount covered by said subscription commitment. If the Offering will be oversubscribed in this manner, the allocation to the investors will be determined in proportion to the subscription commitments or, where this is not possible, by drawing lots.
(ii) Second to those who have, without having given an advance subscription commitment, subscribed for Offer Shares with Subscription Rights in the Primary Subscription. If the Offering will be oversubscribed in this manner, the allocation to the investors will be determined by book-entry account in proportion to the number of Subscription Rights exercised for subscription of Offer Shares or, where this is not possible, by drawing lots.
(iii) Third to those that have only subscribed for Offer Shares without Subscription Rights in the Secondary Subscription. If the Offering will be oversubscribed in this manner, the allocation to the investors will be determined by book-entry account in proportion to the number of Offer Shares subscribed for by the investors or, where this is not possible, by drawing lots.
The Board of Directors of the Company will decide on the approval of the subscriptions, and the Company will publish the final results of the Offering in a stock exchange release on or about 15 June 2022.
The Company intends to file an application for the Shares to be admitted to trading on the Helsinki Stock Exchange. The trading on the main list of the Helsinki Stock Exchange of interim shares representing the Offer Shares subscribed for pursuant to the exercise of the Subscription Rights is expected to commence on or about 13 June 2022. The interim shares will be combined with the Existing Shares on or about 17 June 2022 and the trading with the Offer Shares as shares of the same share class as the Existing Shares will commence on or about 20 June 2022.
Certain important dates relating to the Offering
19 May 2022 Last day of trading in shares bearing Subscription Rights
20 May 2022 Ex-Rights Date
23 May 2022 Record Date of the Offering
24 May 2022 Subscription Rights will be registered on the shareholders’ book-entry accounts
27 May 2022 The Subscription Period for the Offering commences
27 May 2022 Trading in Subscription Rights commences on the Helsinki Stock Exchange
6 June 2022 Trading in Subscription Rights ends on the Helsinki Stock Exchange
10 June 2022 The Subscription Period for the Offering ends, i.e. the last date to subscribe for the Offer Shares based on the Subscription Rights – account operators, custodians and nominees may impose deadlines for subscription that are different from the Subscription Period
13 June 2022 Trading of interim shares representing the Offer Shares commences on the Helsinki Stock Exchange (on or about)
15 June 2022 The final result of the Offering is announced (on or about)
17 June 2022 The Offer Shares are registered with the Trade Register and the interim shares are combined with the Offer Shares (on or about)
20 June 2022 Trading in the Offer Shares as shares of the same class as the Existing Shares commences on the Helsinki Stock Exchange (on or about)
The lead manager of the Offering is Evli Plc. The legal adviser to the Company is Castrén & Snellman Attorneys Ltd and the communications adviser to the Company is Viestintätoimisto Bravura Oy.
QPR Software Plc
Tel. +358 50 380 9893
QPR Software Plc (Nasdaq Helsinki) provides process mining, performance management and enterprise architecture solutions for digital transformation, strategy execution, and business process improvement in over 50 countries. QPR software allows customers to gain valuable insights for informed decisions that make a difference.
Dare to improve. www.qpr.com
Terms and Conditions of the Rights Issue
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore, Japan or New Zealand. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In any EEA Member State, other than Finland, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe for, 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 release or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
The Lead Manager is acting exclusively for the Company and no one else in connection with the potential Offering. It will not regard any other person as its respective client in relation to the Offering. The Lead Manager will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the Offering or any transactions or arrangements referred to herein.
This release includes “forward-looking statements”. Such statements are not necessarily based on historical facts, but they are statements concerning future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the Offering identify certain of these forward-looking statements. Other forward-looking statements can be identified from the context in which such statements have been made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial position of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.