QPR Software Plc launches an accelerated book-building process to complete a directed share issue
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QPR SOFTWARE PLC STOCK EXCHANGE RELEASE MARCH 4, 2025 AT 6:35 PM EET
QPR Software Plc launches an accelerated book-building process to complete a directed share issue
QPR Software Plc (the “Company”) 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 15, 2024. The Company previously announced on February 25, 2025 that the Company’s Board of Directors was looking into the possibility of conducting a share issue during the first quarter of 2025, including the possibility of conducting a directed share issue. Evli Plc (“Evli”) acts as the lead manager for the Share Issue.
The main purpose of the Share Issue is to raise additional funding required to accelerate the Company’s growth through additional resources into the Company’s sales and marketing operations, as well as to strengthen the Company’s financial position. In preparation of the Share Issue, the Board of Directors of the Company has considered capital raising alternatives, including the possibility to raise capital through a rights issue based on the pre-emptive rights of shareholders. Through the Share Issue, it is possible to raise equity financing in an accelerated schedule and in a cost-efficient manner. Further, the irrevocable subscription commitments for a potential share issue referred to below that the Company has received ensure that a directed share issue of a size that the Board of Directors deems appropriate could be executed swiftly at this juncture, while also noting that the maximum subscription price per share under the irrevocable subscription commitments has been linked to the recent market price of the Company’s shares on Nasdaq Helsinki Ltd. By obtaining additional funding in a cost-efficient and timely manner, the Company will be able to begin the execution of its growth initiatives earlier. The Board of Directors has further assessed that a broader rights issue would take longer to implement, which would increase the Company’s market exposure and entail a higher potential risk of affecting the share price negatively, particularly in a potentially challenging market, and require a significant amount of the Company’s management’s time and focus, which would adversely affect their ability to execute the Company’s strategy and drive business operations. Furthermore, in the current macroeconomic environment, there are no guarantees that a rights issue would be sufficiently subscribed for at a feasible discount level in order to satisfy the Company’s financing needs when also considering the additional costs entailed by a rights issue. Based on a careful assessment by the Company’s Board of Directors, the terms of financing through a directed share issue would be more beneficial than the terms that would otherwise be available. In the view of the Board of Directors, there are therefore weighty financial reasons for deviating from the shareholders’ pre-emptive subscription right.
As announced earlier, the Company has received irrevocable commitments from Oy Fincorp Ab, First Fellow Ltd and Oy Formikafinn Ab to subscribe for new shares in a potential share issue for an aggregate minimum of EUR 1.4 million. The Company will offer the aforementioned investors Shares for subscription in the Share Issue, as their irrevocable subscription commitments have ensured that a directed share issue of at least EUR 1.4 million could be executed on terms that in the view of the Board of Directors would be in the best interest of the Company and all its shareholders. The commitments are conditional upon the requirement that the subscription price per share in the potential share issue would, at the most, be the volume weighted average price of the Company’s shares on Nasdaq Helsinki Ltd for the five (5) trading days preceding the Board’s resolution on the beginning of the subscription period, however, so that the subscription price may not exceed the closing price of the Company’s shares on Nasdaq Helsinki Ltd on the trading day preceding the Board’s resolution on the subscription period in the potential share issue. Furthermore, the number of shares to be subscribed based on the subscription commitment of Oy Fincorp Ab shall be decreased, if necessary, to ensure that Oy Fincorp Ab does not incur an obligation to make a mandatory tender offer for all remaining shares and securities in the Company pursuant to the Finnish Securities Markets Act (746/2012, as amended) directly based on participating in a potential share issue. The commitments are valid until March 31, 2025.
The Share Issue may 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 as well as the final 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. EET on March 4, 2025. 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. By determining the final subscription price in the Share Issue on the basis of an accelerated book-building process, the Board of Directors has assessed that the subscription price will be set on market terms. 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 March 5, 2025, and trading in the Shares together with the existing shares of the Company is expected to commence on Nasdaq Helsinki Ltd on or about March 6, 2025, provided that the Share Issue is completed and Nasdaq Helsinki Ltd approves the Company’s listing application. The Shares will rank pari passu 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
Heikki Veijola
Chief Executive Officer
Tel. +358 40 922 6029
QPR Software in brief
QPR Software (Nasdaq Helsinki) is a leading player in the Digital Twin of an Organization (DTO) use case and one of the most advanced process mining software companies in the world. The company innovates, develops, and delivers software for analyzing, monitoring, and modeling organizational operations. Additionally, QPR provides consulting services to ensure its customers derive full benefits from the software and associated methodologies.
www.qpr.com
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www.qpr.com
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