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QPR Software Plc Press on 19 May 2022 at 13:00 Finland time
NOT TO TRANSMIT, PUBLISH OR DISTRIBUTE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH TRANSMISSION OR DISTRIBUTION WOULD BE ILLEGAL.
QPR Software Plc (the “Company”) announced on April 22, 2022 that the Company’s Board of Directors was contemplating the option to implement a capital accumulation based on shareholders’ preferential subscription rights in the quarter of 2022 The Offering would strengthen the Company’s capital Design for potential expansion investments.
Today, May 19, 2022, with the authorization granted through the Ordinary General Meeting of Shareholders on April 6, 2022, the Board of Directors of the Company has an ongoing public offering in which the Company problematizes up to 4,010,458 new shares of the Company (the “Share Offering”) in accordance with the terms and situations of the rights of the offer attached primarily to existing Shareholders. of the Company in proportion to the number of shares held in the Company (the “Existing Shares”) and subsidiarily to the Company’s existing shareholders and other investors (the “Offering”).
the in summary
The Offering is intended to assist the strong foreign expansion of SaaS activities in fast-growing mining markets in line with the Company’s strategy and the Company’s ability to pursue its strategy.
With the Offering, the Company intends to raise gross revenues of approximately €3. 45 million by delivering 4,010,458 Shares submitted for subscription.
The Offered Shares will be presented primarily for subscription to the Company’s existing shareholders in their ownership of Existing Shares.
A shareholder who, on the date of registration of the Offer, 23 May 2022, (the “Registration Date”) is entered in the Company’s shareholder register maintained through Euroclear Finland Oy (“Euroclear Finland”) or, with respect to signed shares, a shareholder on whose behalf the shares were signed in the Company’s shareholders’ signature on the Registration Date, you will automatically obtain one (1) freely transferable subscription right in the form of an account registration for Existing Shares of the Company held on the Registration Date (the “Subscription Right”). Subscription fees will be credited to the registered accounts of shareholders in the registration formula taking into account through Euroclear Finland on 24 May 2022.
The value of the subscription is EUR 0. 86 according to the percentage presented (the “Subscription Price”).
Subscription Rights Holders are entitled to subscribe subscription Rights to Offered Shares in a manner that 3 (3) Subscription Rights allow The Holder to subscribe to one (1) Share presented at the Subscription Price (the “Master Subscription”). and Subscription Rights may not be used only partially.
The subscription period for the Offer will begin on May 27, 2022 at 10:00 a. m. m. , Finland time, and will expire on June 10, 2022 at 4:30 p. m. m. , Finland time (the “Subscription Period”), unless the Subscription Period ends. subscription rights will expire without price at the end of the subscription era and will be removed from the account registration accounts of the holders without separate realization or compensation.
Subscription rights are freely transferable and will be traded on the official directory of Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) from 10:00 a. m. m. Finland time on May 27, 2022 until 6:30 p. m. m. Finland time on June 6, 2022 (unless the subscription era is extended). The ISIN code of the subscription rights is FI4000523204 and the ticker symbol is “QPR1VU0122”.
The Primary Provider is Evli Plc (the “Principal”).
change prospectus
The Company has a Finnish-language European exchange prospectus (the “Prospectus”) ready for the Offering and has submitted the Prospectus to the Finnish Financial Supervisory Authority for approval. The Company expects the Financial Supervisory Authority to approve the Prospectus on or around May 19. , 2022. Following approval by the Financial Supervisory Authority, the Prospectus will be available on the Company’s online page at the address www. qpr. com/fi/yritys/merkintaoikeusanti around May 19, 2022. In addition, the Brochure will be available on the Senior Manager’s online page in www. evli. com/en/qpr around May 19, 2022.
Subscription Commitments acquired through the Company
The Company has earned pre-subscription commitments of the Offered Shares totalling approximately €2. 6 million from some of its current shareholders, all members of the Board of Directors, the Chief Executive Officer and other members of the control team, subject to certain standard conditions. , adding that the shareholder is obliged to subscribe to the Offered Shares in a way that would create a legal liability for the shareholder to make an offer. Mandatory public acquisition of the Company’s shares, as set out in Chapter 11, Section 19 of the Finnish Securities Markets Act (746/2012, as amended) (the “Subscription Commitments”). The advance subscription commitments granted through the members of the Board of Directors and the members of the General Management Team amount to a total of approximately 211 thousand euros.
In accordance with the subscription commitments, Oy Fincorp Ab, Alesco SA, Vesa-Pekka Leskinen and its similar part Kauppamainos Oy, Risto Siilasmaa and Janne Laakso, of which it is owned through the main shareholders of the Company, and Talcom Ab Oy ja Tradeira Oy, whichever is new investor, have committed to subscribe more than 5% of the Offered Shares.
Subscription Commitments constitute approximately 75. 5% of the Offered Shares (assuming the Offering is subscribed).
More details about the Offer
Following the Offering, the Total Number of Shares of the Company would likely increase from 12,444,863 Existing Shares to a maximum of 16,455,321 shares. The Offered Shares constitute approximately 24. 4% of all shares and votes of the Company after the Offering, assuming that the Offering is terminated in its entirety.
The Subscription Price is based on the volume-weighted average value of the Company’s percentage in a 10-day trading period prior to the resolution of the Offer and includes a reduction of approximately 20% at such rate. reserve for equity invested without restriction.
In the event that all Offered Shares are subscribed under the Primary Subscription, both the company’s shareholders and other investors are entitled to subscribe for the Non-Subscribed Offered Shares without subscription rights to the Subscription Price (the “Secondary Subscription”).
The Offered Shares will entitle you to obtain dividends and budget distributions through the Company, if any, and rights of the Company’s shareholders from the registration of the Offered Shares in the Commercial Register and Shareholders’ Register of the Company controlled through Euroclear Finlandia on or around 17 June 2022 (unless the Subscription Period is extended). Each Share filed entitles you to one vote at the Company’s Annual General Meeting of Shareholders.
The Board of Directors of the Company will approve all subscriptions made with Subscription Rights provided that the subscriptions have been made in accordance with the terms and situations of the Offer and the applicable laws and regulations. subscribed with Subscription Rights, the Board of Directors of the Company will approve any subscription made without Subscription Right provided that it has been made in accordance with the terms and situations of the Offer and the applicable legislation and regulation by applying the principles of allocation described below. The approval of subscriptions made without Subscription Rights in the Secondary Subscription and the allocation of the Shares Offered to subscribers is determined on the basis of the Proposal of the Main Party in the following terms:
(i) Mainly to those who have subscribed Offered Shares in the framework of the Secondary Subscription in accordance with their early subscription commitment for the maximum amount covered by said subscription commitment. In the event of oversubscription of the Offer, the allocation to investors will be made in proportion to the subscription commitments or, failing that, by drawing lots. (ii) Secondly, to those who, without having previously contracted a subscription commitment, have subscribed Public Offer Shares in the Primary Subscription. In the event of oversubscription of the Offer, the allocation to investors will be made through access to the ebook in proportion to the number of Subscription Rights exercised for the subscription of the Offered Shares or, failing that, by drawing lots. (iii) Thirdly, those who have only subscribed Offer Shares without Subscription Rights in the Secondary Subscription. In the event of oversubscription of the Offer, the allocation to investors will be decided by accessing the ebook in proportion to the number of Offered Shares subscribed through investors or, failing that, by drawing lots. The Company’s Board of Directors will decide on the approval of the subscriptions, and the Company will publish the final effects of the Offer in an inventory exchange press release on or about June 15, 2022.
The Company intends to register an application for admission of the Shares to trading on the Helsinki Stock Exchange. Trading on the main list of provisional shares of the Helsinki Stock Exchange representing the submitted shares subscribed in connection with the renegotiation of subscription rights is expected to begin on or around The thirteenth of June 2022. The provisional shares will be combined with the existing shares around June 17, 2022 and trading with the Shares presented as shares of the same class of shares as the existing Shares will begin around June 20, 2022.
Some dates similar to the Offer
May 19, 2022 Last day of shares with Subscription Rights
May 20, 2022 Date of withdrawal of rights
May 23, 2022 Date of registration of the Offer
May 24, 2022 Subscription Rights will be registered in the registered accounts of shareholders
May 27, 2022 Start of Offer Subscription Period
May 27, 2022 Start of subscription rights on the Helsinki Stock Exchange
June 6, 2022 End of subscription rights on the Helsinki Stock Exchange
June 10, 2022 End of The Offer Subscription Period, i. e. the last date to subscribe for the Shares Offered on the basis of the Subscription Rights: Account holders, custodians and nominees would possibly impose subscription periods other than the Subscription Period
June 13, 2022 Commencement of provisional shares representing the Shares offered on the Helsinki Stock Exchange (on or until)
June 15, 2022 The final result of the Offer is announced (on or off)
June 17, 2022 The Shares Offered are registered in the Commercial Register and the provisional shares are combined with the Shares Offered (in or until)
June 20, 2022 Commencement of trading of the Shares offered as Shares of the same value as the existing Shares on the Helsinki Stock Exchange (on or until)
Advisors
The principal administrator of the Offer is Evli Plc. The company’s advisor is Castrén
Additional Information:
QPR Software PlcJussi Vasama CEOTel. 358 50 380 9893
QPR Software Plc (Nasdaq Helsinki) provides procedure exploration, functionality management and architectural responses for virtual transformation, strategy execution and business procedure improvement in more than 50 countries. QPR software enables consumers to gain valuable insights to make informed decisions that make a difference.
Dare to improve. www. qpr. com
DISTRIBUTIONNasdaq HelsinkiPrincipales medioswww. qpr. com
Annexes:
Conditions of the capital increase
IMPORTANT INFORMATION
This press release does not constitute a willingness to sell any security in the United States. Securities may not be sold in the United States without registration with the U. S. Securities and Exchange Commission. A U. S. Securities act or an exemption from registration under the U. S. Securities Act. UU. de 1933, as amended. The Company does not intend to underwrite any component of the Offering in the United States or to make a public offering of securities in the United States.
The distribution of this release may be limited by law, and users who own any documents or other data referenced herein shall be required to inform themselves of and comply with such restrictions. The data contained herein is not intended for publication or distribution, directly or indirectly, in the United States, Canada, Australia, Hong Kong, South Africa, Singapore, Japan or New Zealand. Failure to comply with these restrictions would possibly constitute a violation of the securities laws of that jurisdiction. This release is not intended for, and is not intended for distribution or use through any user or entity that is a citizen or resident or is located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or require registration or license in such jurisdiction.
In any EEA member state other than Finland, this announcement is intended only at qualified investors in that member state within Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
This press release is distributed only and is intended only for (i) users outside the United Kingdom or (ii) investment professionals related to segment 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth corporations and other users to whom they would possibly be legally disclosed, under Section 49(2)(a) to (d) of the Ordinance (all such users are referred to as “Subject Data”). All securities discussed herein are for, and any invitation, offer or agreement to subscribe, acquire or obtain such securities shall only be made with the Data Subjects. Any user who is not a Data Subject will not act or rely on this press release or its contents.
This press release does not constitute a prospectus as explained in the Prospectus Regulations and, as such, does not constitute or shape a component of, and should not be construed as, an offer to sell, or a solicitation or invitation to any offer to sell. to buy, obtain or subscribe for securities or an incentive to adopt any investment activity.
Nothing in this press release, or the fact of its distribution, warrants or is to form the basis of, or be dependent upon, any investment contract, commitment or termination of any kind in connection therewith. The information contained in this press release has not been independently verified. No representation, warranty or commitment, express or implied, is made as to the fairness, accuracy, completeness or accuracy of the form or revisions contained herein, and does not merit confidence. The Company or any of its respective affiliates, advisors or representatives or any other user, shall have no liability (negligent or otherwise) for any loss resulting from any use of this communication or its contents or in a different way resulting from this communication. Each user shall rely on their own review and investigation of the Company, its subsidiaries, securities and transactions, adding the merits and dangers involved.
The Principal Manager acts exclusively for the Company and no one else in connection with the Potential Offering. You will not consider any other user as your respective consumer in connection with the Offer. The Principal Manager shall not be liable to anyone other than the Company. to offer the protections provided to their respective consumers or to offer recommendations in connection with the Offer or any transaction or arrangement mentioned herein.
This release includes “forward-looking statements. ” Such statements are not necessarily based on past facts, but are statements regarding long-term expectations. When used in this press release, the words “aims”, “anticipates”, “estimates”, “believes”, “may also just”, “estimates”, “expects”, “intends”, “possibly”, ” plans”, “deserve”, “will”, “could” and similar expressions in connection with the Company and the Offer identify some of those forward-looking statements. Other forward-looking statements may be learned from the context in which such statements are made. These forward-looking statements are based on existing plans, estimates, projections and expectations and are not promises of long-term performance. They are based on certain expectations that, if they seem tempered at the time anticipated, could turn out to be wrong. These forward-looking statements are based on assumptions and are subject to various dangers and uncertainties. Readers deserve not to rely on such forward-looking statements. Many items may also cause the actual effects of the Company’s operations or monetary condition to differ materially from those expressed or implied through forward-looking statements. The Company or any of its affiliates, advisers or suppliers or any other user assumes no legal responsibility to review, verify or publicly disclose any revision of any forward-looking statement to reflect events or occurrences after the date of this release. press. .
Attachment file
Appendix – General Terms and Conditions of Issuance of Rights (12687708. 1)