NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN. NEITHER
THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE
RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
Media Release
SoftwareONE launches offering of up to 4 million shares in Crayon by way of
accelerated bookbuilding
Stans, Switzerland I 4 April 2022 - SoftwareONE Holding AG, a leading global
provider of end-to-end software and cloud technology solutions, announces the
launch of an accelerated bookbuilding process of up to 4 million shares in
Crayon Group Holding ASA ("Crayon").
SoftwareONE has today launched an offering of up to 4 million shares in Crayon,
corresponding to 4.5% of Crayon's share capital, by way of an accelerated
bookbuilding process to professional investors (the "Offering").
SoftwareONE acquired the holding in Crayon from 2018 onwards. The holding has
recently been under strategic review and a decision has now been taken to reduce
the stake.
The bookbuilding process will start immediately and the offer price as well as
the number of shares sold will be announced upon completion of the Offering,
which is expected prior to market opening on 5 April 2022. Following the
settlement of the Offering, SoftwareONE expects to hold approximately 7 million
shares or 8% of Crayon's share capital.
SoftwareONE has agreed to a 90 days lock-up undertaking from today with respect
to its remaining holding in Crayon, subject to customary exceptions.
CONTACT
Sydne Saccone, Media Relations
Tel. +41 44 832 82 53, sydne.saccone@softwareone.com
Anna Engvall, Investor Relations
Tel. +41 44 832 41 37, anna.engvall@softwareone.com
ABOUT SOFTWAREONE
SoftwareONE is a leading global provider of end-to-end software and cloud
technology solutions, headquartered in Switzerland. With an IP and
technology-driven services portfolio, it enables companies to holistically
develop and implement their commercial, technology and digital transformation
strategies. This is achieved by modernizing applications and migrating critical
workloads on public clouds, while simultaneously managing and optimizing the
related software and cloud assets and licensing. SoftwareONE's offerings are
connected by PyraCloud, its proprietary digital platform, which provides
customers with data-driven, actionable intelligence. With around 8,700 employees
and sales and service delivery capabilities in 90 countries, SoftwareONE
provides around 65,000 business customers with software and cloud solutions from
over 7,500 publishers. SoftwareONE's shares (SWON) are listed on SIX Swiss
Exchange. For more information, please visit https://www.softwareone.com/en
SoftwareONE Holding AG, Riedenmatt 4, CH-6370 Stans
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This media release may contain certain forward-looking statements relating to
the group's future business, development and economic performance. Such
statements may be subject to a number of risks, uncertainties and other
important factors, such as but not limited to force majeure, competitive
pressures, legislative and regulatory developments, global, macroeconomic and
political trends, the group's ability to attract and retain the employees that
are necessary to generate revenues and to manage its businesses, fluctuations in
currency exchange rates and general financial market conditions, changes in
accounting standards or policies, delay or inability in obtaining approvals from
authorities, technical developments, litigation or adverse publicity and news
coverage, each of which could cause actual development and results to differ
materially from the statements made in this media release. SoftwareONE assumes
no obligation to update or alter forward-looking statements whether as a result
of new information, future events or otherwise.
IMPORTANT REGULATORY NOTICE
This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States of America and the District of
Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons into
whose possession this document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.
The securities referred to herein will be offered only to qualified
institutional buyers in reliance on Section (4)(a)(1œ) of the U.S. Securities
Act of 1933, as amended, and to non-U.S. persons outside the United States
pursuant to Regulation S under the Securities Act, subject to prevailing market
and other conditions. There is no assurance that the offering will be completed
or, if completed, as to the terms on which it is completed. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States without registration thereunder or pursuant to an available exemption
therefrom. Neither this document nor the information contained herein
constitutes or forms part of an offer to sell, or the solicitation of an offer
to buy, securities in the United States. There will be no public offer of any
securities in the United States or in any other jurisdiction. This press release
does not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
In member states of the European Economic Area, this announcement and any offer
if made subsequently is directed exclusively at persons who are "qualified
investors" within the meaning of the Prospectus Regulation ("Qualified
Investors"), and does not constitute and shall not, in any circumstances,
constitute an invitation to the public in connection with any offer or
constitute any offer to the public, each within the meaning of the Prospectus
Regulation. The offer and sale of the securities referred to herein will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to
produce a prospectus for offers of securities. For these purposes, the
expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended.
In the United Kingdom this announcement is directed exclusively at "qualified
investors" (as defined in Regulation (EU) 2017/1129 as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"UK Prospectus Regulation")) (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")
or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom
it may otherwise lawfully be communicated (all such persons together being
referred to as "relevant persons")