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QPR SOFTWARE PLC STOCK EXCHANGE RELEASE 15 JUNE 2022 AT 1 P.M.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, 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.
According to the result of QPR Software Plc’s (the “Company”) rights offering (the “Offering”), a total of 4,454,258 new shares in the Company were subscribed for in the Offering, which corresponds to 111.1 percent of the 4,010,458 new shares offered in the Offering. Consequently, the Offering was oversubscribed. In the Offering, a total of 3,105,336 new shares were subscribed for with subscription rights corresponding to approximately 77.4 percent of all the shares offered, and a total of 1,348,922 new shares were subscribed for without subscription rights. The subscription price was EUR 0.86 per new share. The Offering generates for the Company gross proceeds of approximately EUR 3.45 million and, after the fees and expenses related to the Offering, net proceeds of approximately EUR 3.0 million.
The Board of Directors of the Company has today 15 June 2022 decided on the approval of the subscriptions made in the Offering according to the terms and conditions of the Offering, including without limitation the allocation principles set out therein. The remaining offered shares after subscriptions made with subscription rights, are according to the terms and conditions of the Offering allocated to those who have subscribed for offer shares in the secondary subscription in accordance with their advance subscription commitments. The number of shares in the Company will increase by 4,010,458 shares from the current 12,444,863 to 16,455,321 shares. The new shares correspond to approximately 24.4 percent of all shares in the Company after the completion of the Offering.
CEO Jussi Vasama:
I am very pleased with the outcome of the rights issue and the great interest of investors in the implementation of our company’s growth strategy. I would like to extend my warm thanks to all the old and new shareholders of QPR Software for their trust in the company. As we have previously announced, the excellent result of the rights issue will enable the implementation of our growth strategy according to the company’s plans. The oversubscribed offering is a sign of strong faith in the company’s growth and its results are an important milestone to strengthen our position as a leading SaaS company in a rapidly growing process mining market.
The new shares will be registered with the trade register maintained by the Finnish Patent and Registration Office on or about 17 June 2022. The last day of trading in the interim shares on the official list of Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) is on or about 17 June 2022. The interim shares will be combined with the Company’s existing shares on or about 20 June 2022. Trading in the new shares on the official list of Helsinki Stock Exchange will commence on or about 20 June 2022.
The new shares carry equal rights to dividends and other distributions of funds possibly carried out by the Company as well as other shareholder rights in the Company after the shares have been registered with the trade register and entered into the Company’s shareholder register maintained by Euroclear Finland Oy on or about 17 June 2022.
The lead manager of the Offering is Evli Plc. The legal adviser to the Company is Castrén & Snellman Attorneys Ltd. The communications adviser to the Company is Viestintätoimisto Bravura Oy.
Amendments to the terms and conditions of the stock options 2019
As a result of the Offering, the Board of Directors of the Company has today 15 June 2022 decided to adjust the subscription prices of shares that can be subscribed for based on the stock options 2019 issued by the Company. The adjustment has been made pursuant to the terms and conditions of the stock options in order to ensure the equal treatment of the stock option holders and the shareholders.
The adjusted subscription price is 1.6088 euros per share for stock options 2019A and 2.4132 euros per share for stock options 2019B.
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
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.