LONDON, UK: Following its announcement on 7 October 2021 confirming its intention to proceed with an initial public offering of global depositary receipts representing ordinary shares of the Company on the London Stock Exchange and Moscow Exchange,
Softline, a leading global solutions and services provider in digital transformation and cybersecurity, with its headquarters in London, announced the start of the bookbuilding process, which is expected to complete on or around 26 October 2021.
The indicative price range in respect of the Offer has been set at between USD 7.50 and USD 10.50 per GDR. In the Offer, the Company expects to issue GDRs representing new ordinary shares, raising around USD 400 million. This would result in an expected market capitalization of between USD 1.49 billion and USD 1.93 billion].
The final price in respect of the Offer will be determined following a bookbuilding process and is expected to be announced on or around 27 October 2021.
Igor Borovikov, Chairman and the Founder of Softline, said: “An IPO has always been part of our vision for Softline, and we are delighted by the strong investor interest that we have received so far. As a unique platform positioned at the centre of the digital transformation and cybersecurity ecosystems, with an agile and resilient business model, strong proven track record of growth and a highly accomplished international management team, we believe Softline represents an extremely attractive investment proposition for both institutional and retail investors around the world.”
Offer highlights
· The Offer Price Range has been set at between USD 7.50 and USD 10.50 per GDR.
· The Offer consists of GDRs representing newly issued Ordinary Shares, with the gross primary proceeds expected to be around USD 400 million.
· The Company intends to use the primary net proceeds to fund acquisitions in accordance with the Group’s M&A strategy, future organic and inorganic investments and for general corporate purposes.
· Certain existing shareholders of the Company (together, the “Selling Shareholders”) are expected to make available additional GDRs representing existing Ordinary shares up to 15% of the total number of GDRs being sold in the Offer in connection with the over-allotment option. The Selling Shareholders comprise (i) Softline Group Inc (beneficially owned by Igor Borovikov); (ii) Da Vinci Private Equity Fund II L.P; (iii) Investment Partnership Da Vinci Pre-IPO Fund; and (iv) Zubr Capital Fund I LP.
· The GDRs will be admitted to the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange, with a secondary listing on Moscow Exchange (together, “Admission”).
· The Offer is expected to comprise an offering to institutional investors outside the United States pursuant to Regulation S and to Qualified Institutional Buyers in the United States, as defined in, and pursuant to, Rule 144A under the United States Securities Act of 1933 (the “Securities Act”).
· In connection with the Offer, each of the Company, the Selling Shareholders, senior management of the Group and certain other shareholders of the Company are expected to agree to lock-up arrangements restricting the disposal of the Company’s securities for a period of 180 days (in the case of the Company, the Selling Shareholders and certain other shareholders of the Company) and 360 days (in the case of the senior management of the Group) from the date of Admission.
· Credit Suisse, J.P. Morgan and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners. Alfa Capital Markets, Citigroup, Gazprombank and Sber CIB are acting as Joint Bookrunners.
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