SoftwareONE announces changes in shareholder structure

EQS Group-Ad-hoc: SoftwareONE Holding AG / Key word(s): Miscellaneous SoftwareONE announces changes in shareholder structure 08-Sep-2021 / 07:00 CET/CEST Release of an ad hoc announcement pursuant to Art. 53 LR The issuer is solely responsible for the content of this announcement.

-----------------------------------------------------------------------------------------------------------------------

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 - ad hoc announcement pursuant to Art. 53 LR

SoftwareONE announces changes in shareholder structure

Stans, Switzerland I 8 September 2021 - SoftwareONE Holding AG today announced that a total of 8,621,223 shares have been sold by KKR and the heirs of Patrick Winter and placed in the market. Jean-Pierre Saad to stay as member of the Board of Directors.

SoftwareONE has been informed that KKR sold 8,213,023 shares and the heirs of Patrick Winter sold 408,200 shares and that these shares had been placed in the market as announced on 7 September 2021. Following the settlement of the transaction, which is expected to occur on 10 September 2021, KKR will no longer hold any shares in SoftwareONE and the heirs of Patrick Winter will hold 2.49%, respectively.

Daniel von Stockar, Chairman of SoftwareONE, stated: "On behalf of the Board of Directors, I would like to thank KKR for their longstanding strategic partnership and the valuable contributions over the years to the successful development of SoftwareONE. We are very pleased that Jean-Pierre Saad will continue to work with us as member of the BoD."

As representatives of KKR, Jean-Pierre Saad, Partner and Head of TMT in Europe and Philipp Schaelli, Principal TMT Europe said: "We have been delighted to work alongside exceptional founders and management at SoftwareONE and to support the business in becoming a true European technology services leader, with an exceptional track record recognized by the public markets."

As a result of the transaction, the free float of SoftwareONE (excluding shares under lock-up) is expected to increase to around 66%. With approximately 29%, the founding shareholders Daniel von Stockar, Beat Curti and René Gilli will jointly retain the largest stake in SoftwareONE. CONTACT

Patrick Zuppiger, Chief Communications Officer Tel. [phone], [e-mail]

Anna Engvall, Investor Relations Tel. [phone], [e-mail]

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 8,300 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 www.softwareone.com

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)(1½) 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"); any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. In the United Kingdom, any investment activity and the securities to which this announcement relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. This announcement 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 UK Prospectus Regulation. The offer and sale of the securities referred to herein will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the underwriting bank or banks (each, an "Underwriting Bank") or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

(MORE TO FOLLOW) Dow Jones Newswires

September 08, 2021 01:00 ET (05:00 GMT)