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QPR SOFTWARE PLC STOCK EXCHANGE RELEASE AUGUST 22, 2023 AT 6:45 pm EEST
QPR Software Plc launches an accelerated book-building process to complete a directed share issue
QPR Software Plc (the “Company”) hereby announces its intention to issue new shares in the Company (the “Shares”) to a limited number of institutional and qualified investors in deviation of the pre-emptive subscription rights of the shareholders (the “Share Issue”) pursuant to the authorisation granted by the Annual General Meeting of the Company held on May 3, 2023. The Company previously announced on July 3, 2023, that the Company’s Board of Directors was looking into the possibility of conducting a directed share issue during the third quarter of 2023 in order to strengthen the Company’s equity and financial position. Evli Plc (“Evli”) acts as the lead manager for the Share Issue.
The main purpose of the Share Issue is to strengthen the Company’s equity and financial position. Through the Share Issue it is possible to raise equity financing in an accelerated time schedule and in a cost-efficient manner. Based on the careful assessment by the Company’s Board of Directors, the terms of such financing will be more beneficial than the terms that would otherwise be available. Therefore, there are weighty financial reasons for deviating from the shareholders’ pre-emptive subscription right.
The Share Issue will be carried out subject to the fulfilment of certain terms in an accelerated book-building process organized by Evli, in which selected institutional and qualified investors may submit bids for the Shares. The number of Shares issued, and subscription price will be determined by the bids received in the accelerated book-building process. The book-building will commence immediately and is expected to end by 9:00 p.m. EEST on August 22, 2023 at the latest. The book-building may be discontinued or extended at any time during the process. After the close of the book-building process, the Company’s Board of Directors shall make a decision on the Share Issue, including acceptance of the received bids, the number of Shares issued and the subscription price. The final number of issued Shares and subscription price at which the Shares are offered will be published after the close of the book-building process.
The Shares are expected to be registered in the Finnish Trade Register on or about August 23, 2023, and trading in the Shares together with the existing shares of the Company is expected to commence on Nasdaq Helsinki Ltd on or about August 24, 2023 provided that the Share Issue is completed and Nasdaq Helsinki Ltd approves the Company’s listing application. The Shares will rank step by step in all respects with the existing shares of the Company once they have been registered in the Finnish Trade Register.
For further information:
QPR Software Plc
Chief Financial Officer
Tel. +358 40 563 6146
About QPR Software
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.
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 Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, New Zealand, Singapore, South Africa or the United States, or any other jurisdiction in which the publication or distribution would be unlawful. 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, 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 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 the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
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, 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.
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.
This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about 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 transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are 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 condition 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.