Notice of Shareholder Circular and General Meeting
24/01/2023 07:00
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RNS Number : 6654N Softline Holding PLC 24 January 2023
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
(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
(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 11.00 a.m. on 13 February 2023
the General Meeting
Voting Record Time for determining entitlement to attend and vote at the 11.00 a.m. on 13 February 2023
General Meeting
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 mid June 2023
required consents from the competent authorities in Cyprus and the Cayman
Islands)
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
IR@noventiq.com (mailto:IR@noventiq.com)
Rocio Herraiz
Global Head of Communications
pr@noventiq.com (mailto:pr@noventiq.com)
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
(https://noventiq.com/investor-relations)
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