Softline Holding plc
Notice of shareholder circular and general meeting.
24 January 2023, London, UK - Noventiq [Softline Holding PLC / SFTL, US83407L2079] (Noventiq, the Group, or the Company), the Cyprus registered global digital transformation and cybersecurity solutions and services provider headquartered in London and operating in almost 60 countries, announces its intention to re-domicile the company from Cyprus to the Cayman Islands. The transaction is conditional upon the passing of the Resolutions by Noventiq's securityholders ("Noventiq Securityholders") at the General Meeting. The Board considers the Re-domiciliation to be in the best interests of the Company, and recommends that Noventiq Securityholders vote in favour of the Resolutions. Full details and the notices are published in the Investor Relations section of Noventiq.com https://noventiq.com/investor-relations
Rationale for the transaction
The Re-domiciliation follows the completion of the demerger of Softline Holding PLC's (then) Russian operations and the re-branding of the former international business of Softline to Noventiq in October 2022.
The Board believes that the price of Noventiq's listed GDRs is not a fair reflection of the value of the Noventiq Group and that there continues to be very limited trading volume in Noventiq GDRs on the London Stock Exchange, even following the successful completion of the demerger. Noventiq has been engaged in a longer-term process of evaluating options which may deliver greater value and liquidity to securityholders. Such options may include a listing of Noventiq on a stock exchange in the United States (by way of an initial public offering or business combination with an existing listed special purpose acquisition company). A number of public companies listed in the United States are domiciled in the Cayman Islands, and so the Board believes it is prudent to effect the Re-domiciliation now, in order to ensure that any future corporate transaction that Noventiq pursues can be completed in a timely manner and is structured in line with international investor expectations. The Board has not taken a decision whether to proceed with any transaction other than the Re-domiciliation. There is no certainty that such a transaction may proceed.
Following the demerger of the Russian business, the advantages associated with Cyprus have become less important to the Noventiq Group. The Re-domiciliation is therefore a natural and positive next step following the completion of the demerger and contributes to the development of Noventiq as a leading global digital transformation and cybersecurity provider.
The Re-domiciliation is not anticipated to result in any material impact on the operations of the Noventiq Group or the Noventiq Securityholders. Noventiq's GDRs will remain listed and traded on the London Stock Exchange and Moscow Exchange immediately following completion of the Re-domiciliation, and there will be no changes in the share capital of Noventiq. The changes in the rights attaching to Noventiq Securities between Cayman and Cypriot company law are outlined in the shareholder circular which can be accessed in the Investor Relations section of Noventiq.com https://noventiq.com/investor-relations.
Indicative timetable of key dates:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Event | Time and/or Date(1)(2) |
| Publication of this document | 24 January 2023 |
| Latest time and date for receipt of Form of Proxy or voting instructions for the General Meeting | 11.00 a.m. on 13 February 2023 |
| Voting Record Time for determining entitlement to attend and vote at the General Meeting | 11.00 a.m. on 13 February 2023 |
| General Meeting | 11.00 a.m. on 15 February 2023 |
| Announcement of results of General Meeting(3) | 6.00 p.m. on 15 February 2023 |
| Estimated time of completion of the Re-domiciliation (subject to receiving the required consents from the competent authorities in Cyprus and the Cayman Islands) | mid June 2023 |
Notes:
(1) All references in this document to time are to Cyprus time unless otherwise stated.
(2) The timetable may be subject to change. If any of the above times and/or dates should change, the new times and/or dates will be announced to Noventiq Securityholders through a Regulatory Information Service.
(3) Creditors of the Company have three months from the publication of a notice in two daily newspapers of wide circulation in Cyprus, in relation to the passing of the resolution on Re-domiciliation, to object to the Re-domiciliation before the competent Cypriot court.
Jacques Guers, Chairman of the Board of Directors of Noventiq Group noted:
"Noventiq is extremely well positioned with the right strategy to deliver long-term growth ahead of the market. We have continued to successfully drive important changes in our business, and today's announcement represents the next step in ensuring the significant value in our business is reflected appropriately by the market."
Sergey Chernovolenko, Chief Executive Officer said:
"I would like to thank our 5,700 talented professionals at Noventiq for their unwavering commitment to delivering business outcomes for our customers. We have achieved so much over the past year, and we continue to invest and transform our business at unprecedented pace and scale. We remain laser focused on our key strategic priorities, and I am very excited by the opportunities we see to deliver value for all of our stakeholders."
Additional Information
Noventiq's related supporting materials can be accessed in the Investor Relations section of Noventiq.com
Contacts
Steven Salter
Global Investor Relations VP
Rocio Herraiz
Global Head of Communications
About Noventiq
Noventiq is the brand name of Softline Holding plc, one of the fastest growing players in the sector. It is a leading global solutions and services provider in digital transformation and cybersecurity, headquartered in London. Under this brand, the company enables, facilitates and accelerates the digital transformation of its customers' businesses, connecting over 75,000 organisations from all industries with hundreds of best-in-class IT vendors, and delivering its own services and solutions.
The company delivered turnover of approximately US$1.1 billion in the fiscal year of 2021. It is listed on the London Stock Exchange following its successful IPO in October 2021.
The company´s c. 5,700 employees, work in almost 60 countries throughout Asia, Latin America, Europe, Middle East and Africa - markets with significant growth potential.
Additional information about the company can be found here: https://noventiq.com/investor-relations
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