→ Strong success of the capital increase, with a 123%
subscription rate
→ 99% of subscription rights were exercised
→ Net proceeds expected to finance part of the purchase price
of Sopra Banking Software's activities
→ Successful completion of the last milestone prior to the
closing of the acquisition of Sopra Banking Software, expected on
September 2, 2024
Regulatory News:
NOT TO BE PUBLISHED, FORWARDED OR DISTRIBUTED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA,
SOUTH AFRICA, AUSTRALIA OR JAPAN.
Axway (Paris:AXW) (the “Company”) announces today the success of
its capital increase with preferential subscription rights for an
amount, issue premium included, of approximately €131m (the
“Capital Increase”), the proceeds of which will be used to finance
part of the purchase price of Sopra Banking Software's activities
for an amount of €330m. The closing of the acquisition is expected
on September 2, 2024.
Patrick Donovan, Axway's Chief Executive Officer, said:
“I would like to deeply thank our shareholders as well as new
investors who have joined us through this capital increase for
their trust. We have appreciated the strong positive response from
our investors illustrated by a high subscription in support of the
bringing together of Axway and Sopra Banking Software. We now look
forward to opening this new chapter of our history and working
together with the team at Sopra Banking Software to make this
combination the great success we all expect it to be.”
Results of the Capital Increase
The gross proceeds of the Capital Increase (including the issue
premium) amount to €130,612,811.70 and result in the issuance of
8,112,597 new shares, equivalent to approximately 37.5% of the
current share capital, at a subscription price of €16.10 per new
share.
Following the subscription period from July 26 through August
20, 2024 (included), total demand amounted to approximately
€160.2m, representing a subscription rate of 123%:
- 8,015,634 new shares have been subscribed on an irreducible
basis and represent approximately 99% of the new shares to be
issued;
- Demand on a reducible basis amounted to 1,933,946 new shares
and will therefore only be partially allocated, in the amount of 96
963 new shares allocated according to a coefficient of
0.024661599170833222340776 calculated according to the number of
rights submitted in support of irreducible subscriptions without
resulting in an allocation of fractions of new shares and without
the allocation being greater than the number of new shares
requested on a reducible basis.
The issue, settlement and delivery of the new shares and
admission of trading on Euronext Paris are expected to take place
on August 27, 2024. They will be immediately fungible with the
Company's existing shares and will be traded under the same trading
line and under the same ISIN code FR0011040500.
The Capital Increase was conducted by a syndicate of banks
including Crédit Agricole CIB and Société Générale as joint global
coordinators and joint bookrunners.
King & Spalding acted as legal advisor to the Company and
Gide Loyrette Nouel as legal advisor to the joint global
coordinators and joint bookrunners.
As a result of the Capital Increase, the Company’s share capital
will be comprised of 29,746,194 shares with a nominal value of 2
euros each, representing a share capital of €59,492,388.
Sopra GMT, that committed, irrevocably, (i) to subscribe, on an
irreducible basis, to the Capital Increase by exercising all of its
preferential subscription rights, including those acquired from
Sopra Steria Group, representing a total of approximately 52.8% of
the Capital Increase and (ii) to subscribe for new shares not
subscribed at the end of the subscription period (either on an
irreducible or on a reducible basis), in order to ensure that all
new shares are subscribed, will hold 12 ,403,885 shares after the
Capital Increase, representing 41.7% of the Company’s share capital
and 41.0% of theoretical voting rights (1).
Sopra Steria Group will hold 3,293,637 shares after the Capital
Increase, representing 11.1% of Axway’s share capital and 16.0% of
theoretical voting rights(1).
Patrick Donovan, the Company’s CEO, that indicated his intention
to exercise all his preferential subscription rights, will hold
208,386 shares after the Capital Increase representing 0.7% of the
Company share capital.
Lock-up commitments
Axway has committed to a lock-up period ending 180 calendar days
following the settlement and delivery date of the new shares,
subject to certain customary exceptions.
Patrick Donovan, Chief Executive Officer of the Company, Sopra
GMT and Sopra Steria Group have committed to a lock-up period
ending 180 calendar days following the settlement and delivery date
of the new shares, subject to certain customary exceptions.
Availability of the Prospectus
Copies of the French language Prospectus approved by the AMF on
July 22, 2024 under number 24-328, comprising and (i) the 2023
universal registration document filed with the AMF on March 25,
2024 under number D.24-0175 (Document d'Enregistrement Universel
2023), (ii) its amendment filed with the AMF on July 22, 2024 under
number D.24-0175-A01 (Amendement au Document d'Enregistrement
Universel 2023), and (iii) a securities note (Note d'Opération)
(including the summary of the Prospectus) is available free of
charge from the Company's registered office, PAE Les Glaisins - 3
rue du Pré Faucon, Annecy-le-Vieux - 74940 Annecy, France, as well
as on the website of Axway Software (www.investors.axway.com/fr)
and the AMF (www.amf-france.org).
Risk factors
Investors’ attention is drawn by Axway Software to chapter 2.1
"Risk Factors" of the 2023 universal registration document filed
with the AMF on March 25, 2024 under number D. 24-0175, to chapter
3 "Risk Factors" of its amendment filed with the AMF on July 22,
2024 under number D.24-0175-A01 and to section 2 "Risk factors
related to the offering" of the securities note.
About Axway
Axway enables enterprises to securely open everything by
integrating and moving data across a complex world of new and old
technologies. Axway’s API-driven B2B integration and MFT software,
refined over 20 years, complements Axway Amplify, an open API
management platform that makes APIs easier to discover and reuse
across multiple teams, vendors, and cloud environments. Axway has
helped over 11,000 businesses unlock the full value of their
existing digital ecosystems to create brilliant experiences,
innovate new services, and reach new markets.
About Sopra Banking Software
Sopra Banking Software (SBS) is a global financial technology
company that is helping banks and the financial services industry
to reimagine how to operate in an increasingly digital world. SBS
is a trusted partner of more than 1,500 financial institutions and
large-scale lenders in 80 countries worldwide. Its cloud platform
offers clients a composable architecture to digitize operations,
ranging from banking, lending, compliance, to payments, and
consumer and asset finance. SBS is recognized as a Top 10 European
Fintech company by IDC and as a leader in Omdia’s Universe: Digital
Banking Platforms.
Disclaimer
This document may not be published, forwarded or distributed,
directly or indirectly, in the United States of America, Canada,
Australia or Japan.
This document does not constitute a public offer, an offer to
purchase or an intention to solicit the interest of the public for
a public offering of any securities.
The distribution of this document in these and certain other
countries may be restricted by law. The persons into whose
possession this document comes should inform themselves about and
observe any such restrictions.
This document is an advertisement and does not constitute a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and the Council of June 14th, 2017 (as amended,
the “Prospectus Regulation”).
Potential investors are advised to read the Prospectus before
making an investment decision in order to fully understand the
potential risks and rewards associated with the decision to invest
in the securities.
The approval of the Prospectus by the AMF should not be
understood as an endorsement of the securities offered or admitted
to trading on a regulated market.
This document does not constitute an offer to sell or the
solicitation of an offer to buy the securities of Axway Software in
the United States or in any other jurisdiction.
The securities referred to herein may not be offered or sold in
the United States or to US persons unless such securities are
registered under the US Securities Act of 1933 ("U.S. Securities
Act"), as amended, or an exemption from the registration
requirements of the Act is available. Axway Software shares have
not been and will not be registered under the U.S. Securities Act
and Axway Software does not intend to undertake a public offering
of its securities in the United States.
With respect to the member states of the European Economic Area
(each a “Relevant Member State”), no action has been undertaken or
will be undertaken to make an offer to the public (as defined in
the Prospectus Regulation) of the securities requiring a
publication of a prospectus in any Relevant Member State, other
than France. As a result, the new or existing shares of Axway
Software may not be offered and will not be offered in any Relevant
Member State other than France, except (i) to any legal entity
which is a qualified investor as defined under the Prospectus
Regulation, (ii) to fewer than 150, natural or legal persons (other
than qualified investors as defined in the Prospectus Regulation)
as permitted under the Prospectus Regulation; or (iii) in any other
circumstances not requiring Axway Software to publish a prospectus
as provided under Article 1(4) of the Prospectus Regulation and/or
regulations applicable in the Relevant Member State, provided that
such an offer of new or existing shares in Axway Software does not
give rise to an obligation for Axway Software to publish a
prospectus pursuant to Article 3(1) of the Prospectus Regulation or
a prospectus supplement pursuant to Article 23 of the Prospectus
Regulation.
In the United Kingdom, this document does not constitute an
approved prospectus for the purpose of and as defined in section 85
of the Financial Services and Markets Act 2000 (as amended) (the
“FSMA”), has not been prepared in accordance with the Prospectus
Rules issued by the UK Financial Conduct Authority (the “FCA”)
pursuant to section 73A of the FSMA and has not been approved by or
filed with the FCA or any other authority which would be a
competent authority for the purposes of the Prospectus Regulation.
The new and existing shares in Axway Software may not be offered or
sold and will not be offered or sold to the public in the United
Kingdom (within the meaning of sections 85 and 102B of the FSMA)
save in the circumstances where it is to be lawful to do so without
an approved prospectus (within the meaning of section 85 of the
FSMA) being made available to the public before the offer is made.
This document is for distribution in the United Kingdom only to
persons who (i) have professional experience in matters relating to
investments falling within section 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the “Financial Promotion Order”), (ii) are persons falling within
sections 49(2)(a) to (d) (“high net worth companies, corporate,
unincorporated associations etc”) of the Financial Promotion Order,
or (iii) are persons otherwise permitted by law to receive it (all
such persons together being referred to as “Relevant Persons”). In
the United Kingdom this document is directed only at Relevant
Persons and must not be distributed to, acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which this document relates is available in the United
Kingdom only to Relevant Persons and will be engaged in only with
Relevant Persons.
This document is not, and under no circumstances is it to be
construed as, a prospectus, offering memorandum, advertisement or
an offer to sell or solicitation of an offer to buy any of the
securities referred to herein in Canada. Any offering in Canada
will be made on a private placement basis only to purchasers who
subscribe for or acquire offered shares or rights, or are deemed to
subscribe for or acquire them, for their own account and are
“accredited investors”, within the meaning of National Instrument
45-106 – Prospectus Exemptions or subsection 73.3 (1) of the
Securities Act (Ontario).
The release, publication or distribution of this document in
certain jurisdictions may be restricted by laws or regulations.
Persons in such jurisdictions into which this document is released,
published or distributed must inform themselves about and comply
with such laws or regulations.
Any decision to subscribe for or purchase the shares or other
securities of Axway Software must be made solely based on
information publicly available about Axway Software. Such
information is not the responsibility of Crédit Agricole Corporate
and Investment Bank and Société Générale and has not been
independently verified by Crédit Agricole Corporate and Investment
Bank and Société Générale.
Forward-looking statements
This document contains certain forward-looking statements about
Axway Software and its subsidiaries. These statements include
financial projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and
anticipated results as well as events, operations, future services
or product development and potential or future performance.
Forward-looking statements are generally identified by the words
“expects”, “anticipates”, “believes”, “intends,” “estimates,”
“anticipates,” “projects,” “seeks,” “endeavors,” “strives,” “aims,”
“hopes,” “plans,” “may,” “goal,” “objective,” “projection,”
“outlook” and similar expressions. Although the management of Axway
Software believes that these forward-looking statements are
reasonably made, investors and holders of the group’s securities
are cautioned that these forward-looking statements are subject to
a number of known and unknown risks, uncertainties and other
factors, a large number of which are difficult to predict and
generally outside the control of Axway Software, that may cause
actual results, performance or achievements to be materially
different from any future results, performance or achievement
expressed or implied by these forward-looking statements. These
risks and uncertainties include those developed or identified in
any public documents approved by the French financial markets
authority (the Autorité des marchés financiers – the “AMF”) made or
to be made by the group, in particular those described in Chapter
2.1 “Risk Factors” of the 2023 universal registration filed with
the AMF under number D. 24-0175 on March 25, 2024 and in Chapter 3
of the amendment to the 2023 universal registration document filed
with the AMF under number D. 24-0175-A01 on July 22, 2024. These
forward-looking statements are given only as of the date of this
document and Axway Software expressly declines any obligation or
commitment to publish updates or corrections of the forward-looking
statements included in this document in order to reflect any change
affecting the forecasts or events, conditions or circumstances on
which these forward-looking statements are based. Any information
relating to past performance contained herein is not a guarantee of
future performance. Nothing herein should be construed as an
investment recommendation or as legal, tax, investment or
accounting advice.
_________________________ 1 Theoretical voting rights,
calculated on the basis of all shares bearing voting rights,
including treasury shares.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240822601067/en/
Investor Relations: Arthur Carli – +33 (0)1 47 17 24 65 –
acarli@axway.com
Axway Software (EU:AXW)
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