NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
RESULT OF PLACING OF 315,481 ORDINARY SHARES IN SOPHEON PLC.
("Sopheon" or the "Company")
Result of secondary placing of ordinary shares in Sopheon
On 16 May 2018, Sopheon announced that it had been advised by Andy Michuda, Barry Mence, Stuart Silcock and Arif Karimjee (the "Directors") along with a number of other shareholders (together the “Selling Shareholders”), that they intended to sell approximately 315,000 ordinary shares of 20 pence each in the Company (“Ordinary Shares”) via an accelerated bookbuild placing to institutional investors (the "Placing").
Sopheon announces that the Selling Shareholders have sold 315,481 Ordinary Shares in the Company (the "Placing Shares"), representing approximately 3.1 per cent. of the issued share capital of Sopheon. The Placing Shares were placed at a price of 986 pence per share, being a premium to the closing mid-market price on 15 May 2018, and were sold to institutional investors in an oversubscribed placing managed by finnCap Ltd acting as sole bookrunner ("finnCap" or “Bookrunner”).
Barry Mence, Executive Chairman, commented “As a Board we are excited about the future prospects of the Company and the opportunity to continue to deliver on our vision. Since releasing our 2017 results we have met with a number of investment houses, with the objective of expanding our institutional shareholder base. It became clear that to facilitate this, certain long-standing shareholders and management would need to make available a relatively small part of their holdings. The oversubscribed interest from the investment community for this secondary placing is very gratifying to see, and we welcome the new institutions onto the register.”
Of the Placing Shares, 70,000 Ordinary Shares were satisfied by the exercise of options by Arif Karimjee and Andy Michuda, these shares have been issued and allotted and application has been made for the new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 1 June 2018.
The Directors resulting interest in the Company's issued share capital:
|Director||Options Exercised and Sold||Placing Shares Sold||Resultant Holding||% issued share capital||Remaining Options held|
*Total beneficial interest in Ordinary Shares, including those held by spouse
**Total beneficial interest in Ordinary Shares, including those of spouse, as well as his interest in Ordinary Shares held in Bare Trust for his grandchildren
The new Ordinary Shares will rank pari passu with the existing shares of the Company. Following the exercise of options, the Company's issued share capital consists of 10,122,513 Ordinary Shares. Accordingly, the figure of 10,122,513 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.
The Company is not a party to the Placing and will not receive any proceeds from the Placing.
Settlement of the Placing is expected to take place on 1 June 2018, subject to the satisfaction or waiver of certain customary conditions.
For Further Information Contact:
|Barry Mence, Chairman
Arif Karimjee, CFO
|Sopheon plc||+ 44 (0) 1276 919 560|
|Carl Holmes / Giles Rolls (corporate finance)
Alice Lane (corporate broking)
|finnCap||+ 44 (0) 20 7220 0500|
Sopheon (LSE: SPE) partners with customers to provide complete enterprise innovation management solutions including software, expertise, and best practices, that enable them to achieve exceptional long-term revenue growth and profitability. Sopheon's Accolade solution provides unique, fully-integrated coverage for the entire innovation management and new product development lifecycle, including strategic innovation planning, roadmapping, idea and concept development, process and project management, portfolio management and resource planning. Sopheon's solutions have been implemented by over 200 customers with over 60,000 users in over 50 countries. Sopheon is listed on AIM, operated by the London Stock Exchange.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.
The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States or of Canada, Australia, South Africa or Japan or of any other jurisdiction. Such securities may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of such securities in the United States or in any other jurisdiction.
The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Bookrunner or any of their respective affiliates. This announcement does not purport to identify or suggest risks (direct or indirect) which may be associated with an investment in the Company.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. 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 distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, the Bookrunner or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers and the Bookrunner to inform themselves about and to observe any applicable restrictions.
The Bookrunner, which is authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom is acting only for the Sellers in connection with the Placing. The Bookrunner will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to their respective clients nor for providing advice in relation to the Placing or any matters referred to in this announcement.
The Bookrunner and any of its respective affiliates acting as an investor for its own account may participate in the offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition it may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Neither the Bookrunner, nor any of its respective directors, unlimited partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.