Softline Shares and Bonds

The main articles are:

• Softline
• Softline Financial Performance

2025

Results of the third stage of the Noventiq GDR exchange

On October 20, 2025, Softline announced the results of the implementation of exchange-traded offers and depositary orders for the purchase of shares of PJSC Softline (hereinafter referred to as the Invitation) accepted from participants in the exchange of global depositary receipts (hereinafter referred to as the "GDR") Noventiq Holdings plc (hereinafter referred to as the "Noventiq") for shares of PJSC Softline (hereinafter referred to as the "Exchange") as part of the third stage of the Exchange.

Participants of the third stage of the Exchange received over 8.5 million bonus shares of PJSC Softline through exchange and OTC methods of sale.

As a result of the third stage of the Exchange, the free-float share of PJSC Softline increased by 2.1 percentage points and amounted to about 25% [1].

Шаблон:Quote 'author=said Alexandra Melnikova, director of investor relations at PJSC Softline.

Interim buyback results over 1 million shares

PJSC Softline on September 30, 2025 announced the interim results of the buyback of the Company's shares, which was launched in October 2024 (also referred to as "Buyback"). Since the beginning of the Buyout, the controlled company of the Group, Investproekty LLC (formerly LLC Softline Projects) acquired 10.9 million shares of PJSC Softline, of which over 1.2 million shares were redeemed for the period from September 22 to September 26, 2025. This highlights the confidence of the Group's management in the market undervaluation of PJSC Softline, as well as the belief in the growth of capitalization in the foreseeable future.

Under the terms of the Buyout, the Group's controlled company may acquire up to 5% of the total number of shares constituting the authorized capital of PJSC Softline, or up to 20 million shares of PJSC Softline. The Company confirms plans to further continue purchases of PJSC Softline shares on the Moscow Exchange as part of the Buyout.

The shares acquired as part of the Redemption will be used to finance the M&A Company's transactions and to provide options for employee motivation programs.

Sk Capital bought a 10% stake in Softline for ₽5 billion

Investment company Sk Capital acquired more than 10% of ordinary shares of PJSC Softline for ₽5 billion from the quasi-treasury stake in investment technology holding Softline Group of companies, becoming the largest minority shareholder of the IT group. The deal is aimed at developing the IT sector, participating in the formation of large technology holdings and ensuring the technological sovereignty of Russia as part of the implementation of the strategic priorities of the direct investment fund, the press service of Softline told TAdviser on August 12, 2025.

As part of the transaction, Sk Capital pledged to refrain from selling shares for two years after the completion of the transaction to maintain the stability of market quotes. After the expiration of the two-year period, Sk Capital guarantees that the volume of sales of the company's shares on the Moscow Exchange within one trading day will not exceed 10% of the total trading volume for the previous trading day.

Investment company Sk Capital bought a stake in Softline for ₽5 billion

The attracted investments will allow Softline Group of companies to accelerate development in key and promising areas both organic and thanks to well-thought-out M&A transactions. The Company consistently implements its M&A strategy aimed at strengthening its position as a backbone player in the Russian IT market.

This transaction once again confirms the steady interest of the largest market players in PJSC Softline and the strength of our investment attractiveness. From the very beginning of the company's public history, we see a high level of attention of leading industry participants, - comments Elena Volotovskaya, Vice President for Investments at Softline PJSC. - Partnership with Sk Capital is an important step for us in Softline's long-term growth strategy. This investment gives us the opportunity to accelerate the development of the group based on the experience and competence of our partners.

Softline expects that the deal with Sk Capital will help combine advanced technologies, increase the efficiency of operational processes and strengthen the market position of the IT group. This approach creates a sustainable and highly efficient ecosystem, where the synergy of all structures contributes to strengthening the competitive advantages of the holding in international markets, Softline added.

Purchase of 1 million shares on the Moscow Exchange

On July 11, 2025, the Softline investment and technology holding announced the acquisition of more than 1 million of its own shares on the Moscow Exchange. The transaction was carried out under the buyback program approved by the board of directors in October 2024.

The purchase was made through the controlled company of the Softline group - Investproekty LLC (formerly Softline Projects LLC): 1.053 million shares were acquired in one trading day on July 9, 2025. As a result, the Softline securities package owned by Investproekts increased to 57.7 million.

Softline bought out 1 million shares on the Moscow Exchange

The acquired shares, as noted by the holding, will be used to finance mergers and acquisitions (M&A), as well as to provide option programs for motivating employees. At the end of June 2024, Softline announced its intention to conclude a number of agreements on the acquisition of high-tech companies as part of a development strategy, including the active consolidation of the Russian IT market.

General Director of the Softline Group of Companies (GC) Vladimir Lavrov notes that the M&A strategy is one of the key drivers of value creation. The acquisition of new assets allows the holding to quickly gain access to promising technologies, platforms or development teams, which is "critical in a highly competitive and dynamic IT industry." At the same time, new partners are opening up additional opportunities to scale their business, develop expertise and increase sales.

We expand and deepen the competence of the holding. Now the conditions allow us to conduct profitable negotiations, and we focus on innovative developments and technologies that strengthen our solutions. It is important for us to keep the team and give a certain sovereignty to companies within the framework of the principles of confederate management - thanks to this, the integration of new acquisitions into the Civil Code is as comfortable as possible, Lavrov said in an interview with the Kommersant newspaper[1]

The direction of 1 billion rubles for the payment of dividends

On May 22, 2025, the Softline investment and technology holding announced its intention to send 1 billion rubles to pay dividends for 2024. Their size in terms of one ordinary share is 2.5 rubles.

The decision taken following the meeting of the Board of Directors must be approved by the shareholders of the Softline group at the annual general meeting, which is scheduled for June 2025. At the same meeting, the holding's board of directors will be elected.

Softline will send 1 billion rubles to pay dividends for 2024

The composition given, as before, consists of 9 people and involves three independent members. The candidates included Roman Kuvshinov, who will head the cluster of high-tech equipment of PJSC Softline. Its inclusion in the management board is intended to strengthen the expertise of the board of directors in one of the key strategic areas of the company's development.

Rashid Ismailov, Chairman of the Board of Directors of PJSC Softline, notes that the financial performance in 2024 allowed the company to make a positive decision on the payment of dividends. This fully complies with the terms of the approved dividend policy.

As I said, such an approach based on transparency and decision-making sequence, in my opinion, is an important criterion for the investment attractiveness of PJSC Softline. I am confident that the growing efficiency and profitability of PJSC Softline's business will ensure the possibility of further adherence to the provisions of the dividend policy in the interests of all shareholders of the company. Ensuring a sustainable dividend flow is a strategic principle of PJSC Softline, which we adhere to, - emphasizes Ismailov.[2]

Softline buys back 1 million of its shares on the Moscow Exchange

On May 7, 2025, Softline PJSC, a provider of solutions and services in the field of digital transformation and information security, announced the redemption of more than 1 million of its own shares on the Moscow Exchange. The securities are planned to be used to finance mergers and acquisitions (M&A) transactions, as well as to provide option programs for motivating employees.

As part of the buyback, 1.014 million shares of PJSC Softline were acquired by the group controlled by the organization - LLC Softline Projects. The purchase of securities was carried out under a program approved by the company's board of directors in October 2024. As a result of the buyback, the stake in PJSC Softline, owned by Softline Projects LLC, increased to 57.8 million securities.

Softline acquired 1 million of its shares on the Moscow Exchange

As a result of today's transaction, about 5% of the volume of shares available for purchase by the terms of redemption was bought out, which generates additional demand and supports the liquidity of the paper. I would also like to remind you that this buyout reflects our belief that the current market capitalization does not fully reflect the value and growth prospects of PJSC Softline's business, "says Alexandra Melnikova, director of investor relations at the company.

In June 2024, Softline announced its intention to make a number of large M&A transactions to acquire high-tech companies as part of a development strategy, including the active consolidation of the Russian IT market. To this end, a share buyback has^[3] approved^[4]

2024

Redemption of 927,600 shares of PJSC Softline on the Moscow Exchange

PJSC Softline, a provider of solutions and services in the field of digital transformation and information security, developing a comprehensive portfolio of its own products and services, on October 28, 2024 told TAdviser that the Group's controlled company, Softline Projects LLC, acquired 927,600 shares of PJSC Softline on the Moscow Exchange from October 18 to October 24, 2024. Read more here.

Results of the second stage of the Noventiq GDR exchange

PJSC Softline on October 21, 2024 announced the results of the implementation of exchange-traded offers and depositary orders for the purchase of shares of PJSC Softline (hereinafter referred to as the "Invitation") accepted from participants in the exchange of global depositary receipts (hereinafter referred to as the "GDR") Noventiq Holdings plc (hereinafter referred to as the "Noventiq") for shares of PJSC Softline (hereinafter referred to as the "Exchange") as part of the second stage of the Exchange.

Participants of the second stage of the Exchange received over 10.2 million bonus shares of PJSC Softline through exchange and OTC methods of sale.

As a result of the second stage of the Exchange, the percentage of shares of PJSC Softline in free float (free-float) will be about 19%.

At the last, third stage of the Exchange - 24 months after the completion of the first stage - each Exchange participant may receive another bonus share of PJSC "Softline" per each share of PJSC "Softline" received by him as part of the second stage of Exchange in an amount not exceeding the minimum number of shares held by the exchange participant on the following dates: December 23, 2024, March 23, 2025, June 23, 2025, September 22, 2025 (for the exchange implementation option).

If you participate in the second stage of the OTC Exchange, only the OTC method of participation in the third stage of the Exchange will be available to the Exchange participant.

Шаблон:Quote 'author=said Alexandra Melnikova, director of investor relations at PJSC Softline.

Intention to launch a buyback of a 5% stake in PJSC Softline

Softline (PJSC), a provider of solutions and services in the field of digital transformation and information security, on October 17, 2024 informed TAdviser of its intention to consider repurchasing 5% of its shares in connection with the recommendation of the company's management, which considers the market value of PJSC Softline undervalued.

According to the Moscow Exchange^[5], at its peak in October 2023, the value of one share of PJSC Softline was 218 rubles, and as of October 17, 2024 - 133 rubles. The capitalization of PJSC Softline at the time of publication of this material amounted to 52.56 billion rubles.

The issue of repurchase of PJSC Softline shares will be considered at the meeting of the Board of Directors. The company's management proposes to approve a buyout program in the amount of 5% of the authorized capital of PJSC Softline for 12 months. In addition, it is planned to consider questions about the quantitative characteristics of the redemption, the purpose of the redemption and other parameters of the transaction. The meeting of the Board of Directors is scheduled for October 22, 2024.

"Recommendations to the Board of Directors regarding the repurchase of PJSC Softline shares are addressed due to the fact that we consider our company to be an undervalued market regarding its fundamental characteristics. We are confident in the prospects for the development of the Group's business thanks to a clearly structured strategy that is already showing results: in each reporting period, the company's gross profit and profitability grow significantly due to the intensive development of its portfolio of highly profitable solutions, "explained Vladimir Lavrov, CEO of PJSC Softline.

According to him, in the future, according to Softline forecasts financial , the company's main indicators will grow even faster, including due to the actively implemented M&A strategy and disclosure of the shareholder value of the product clusters created within the company, which the Group aims to bring to the capital market.

"We take seriously our task of creating the shareholder value of the Group and set respect for the interests of our minority shareholders as one of the most important priorities," Vladimir Lavrov added.

Softline also announced the redemption by the Development Bank of the Republic of Belarus of bonds available in the Group's portfolio. As a result, the Group's subsidiaries, holders of the above-mentioned securities, received approximately RUB 2.95 billion. Taking into account the accumulated coupon income, the sale price amounted to 110.125% of the face value.

"The liquidity we received today thanks to timely investment decisions, in the conditions of expensive debt financing, is extremely beneficial for us and useful for our business," said Artem Tarakanov, financial director of PJSC Softline. "We are pleased with the financial result of investing in debt instruments, but in the future we plan to focus on maximizing revenues from the Group's operations and increasing the company's capitalization."

Approval of the stock offering price at the market level, dilution of the share of shareholders

PJSC Softline on September 16, 2024 announced that as part of an additional issue initiated in June 2024, the company's board of directors approved the offering price of the company's shares at 142.3 rubles per share. The offering price was determined as the closing price of trading in the main session with shares of PJSC Softline on the Moscow Exchange on September 12, 2024.

An additional share issue is a process where a company issues additional shares for sale on the market or in favor of individual investors. In this case, the shares of existing shareholders in the company are eroded.

Shareholders who expressed a desire to take advantage of the advantages during the collection of applications, which took place from September 02, 2024 to September 12, 2024, can now make a final decision on the exercise of their right and pay for the shares of PJSC Softline until September 23, 2024 inclusive.

Softline conducted an additional issue and diluted the shares of shareholders

The decision to issue additional securities of the Company was made in order to finance M&A the Group's strategy, which ensures its inorganic growth. In particular, at the same time, the Company announced that, in case of successful completion of targeted mergers and acquisitions, at the end of 2024 (data taking into account the M&A, the pro-form is given):

The Group's turnover may reach 135 billion rubles. The organic forecast for the indicator is 110 billion rubles. Gross profit may increase to 40 billion rubles compared to the organic forecast at 30 billion rubles. EBITDA may grow to 10 billion rubles. The organic forecast assumed an increase to 6 billion rubles.

After the announcement of the decision on the additional issue of shares adopted in June 2024 by the Board of Directors, the company has already completed three M&A deals, which are collectively expected to provide up to 50% of the forecast growth EBITDA in pro-form.

During the meeting on September 13, 2024, the Board of Directors of the Company also decided to convene an extraordinary general meeting of shareholders of PJSC Softline (hereinafter also - VOSA). Within the framework of the extraordinary general meeting of shareholders, a decision will be made on the approval of Vladimir Lavrov by the CEO of the Company in order to improve the quality of corporate governance of PJSC Softline.

In addition, VOSA will consider the replacement of one of the members of the Board of Directors of the Group - the decision is technical, related to the resignation of one of the current members of the Board of Directors. Until re-election, the Board of Directors, on behalf of and for the benefit of all shareholders, will continue to perform its functions, including determining the Company's development strategy aimed at increasing its market capitalization.

Шаблон:Quote 'author=said Vladimir Lavrov, CEO of PJSC Softline.

Deal to sell 30,020,400 shares

On September 9, 2024, PJSC Softline announced a deal to sell 30,020,400 of its shares (which amounts to 9.27% of the authorized capital) to a large institutional investor (previously these shares belonged to a subsidiary of the Group, Softline Projects LLC). The transaction was concluded at the average market price of the share for the period during the month preceding the signing of the transaction.

The investor is an integrated engineering scientific and technological group of companies, a supplier of complex solutions for strategic megaprojects of the Russian Federation, included in the list of backbone organizations of the domestic economy.

This Transaction is aimed at strengthening the position of PJSC Softline in the direction of forming an industrial cluster of software products and solutions for industrial enterprises. The funds received by the Company as part of the Transaction with the Investor will be used to finance the Company's prospective projects ensuring accelerated growth of the Group's value, including financing of new acquisitions.

{{quote 'author=noted Vladimir Lavrov, CEO of PJSC Softline. | The entry of the next institutional investor into the structure of the share capital of our Company is another indicator of the high assessment of the business prospects of PJSC Softline by the market. We are certainly pleased with the growing interest of its professional members in investing in the development of the Group, and are confident that the capital raised will allow the Company to achieve its strategic goals even faster, in particular, through our active M&A strategy. I would also like to add that a large diversification of the share capital structure of PJSC Softline will improve the efficiency and quality of corporate governance within the Group of Companies, }}

Sale of 9% stake to major institutional investor

On September 9, 2024, PJSC Softline announced the sale of 9.27% of shares to a large institutional investor. The buyer's name was not disclosed, but it is known that this is an integrated engineering scientific and technological group of companies, a supplier of complex solutions for strategic megaprojects in Russia, included in the list of backbone organizations of the domestic economy.

The investor acquired 30,020,400 shares of Softline. The seller was Softline Projects LLC, a subsidiary of Softline, on the balance sheet of which there were a little more than 35 million shares received as a result of the additional issue in the fall of 2023. The transaction was concluded at the average market price of the share for the period during the month preceding the signing of the relevant agreement. If we proceed from the value of Softline shares on the Moscow Exchange as of August 2024, we can talk about about 4.5 billion rubles.

Softline sold a 9% stake to an institutional investor

The entry of the next institutional investor into the structure of the share capital of our company is another indicator of the high assessment of the business prospects of PJSC Softline by the market. We are certainly pleased with the growing interest of its professional participants in investing in the development of the group, and are confident that the capital raised will allow the company to achieve its strategic goals even faster, in particular, through our active M&A strategy, "says Vladimir Lavrov, CEO of Softline.

It is assumed that the deal will help Softline in forming an industrial cluster of software products and solutions for industrial enterprises. The funds raised will be used to finance promising projects that ensure accelerated growth in the group's value. We are talking, in particular, about the acquisition of other market participants.^[6]

Registration of the Central Bank of the Russian Federation prospectus of ordinary shares

PJSC Softline, a provider of solutions and services in the field of digital transformation and information security, developing a comprehensive portfolio of its own products and services, announces the registration by the Central Bank of the Russian Federation of the prospectus of ordinary shares of PJSC Softline. The company announced this on September 2, 2024.

The prospectus was registered within the framework of the previously announced decision of the Company's Board of Directors to place an additional issue of Softline PJSC shares in order to finance M&A the transactions.

The Company also informs shareholders about the beginning of the possibility of exercising the pre-emptive right to purchase PJSC Softline shares at the price to be determined by the Company's Board of Directors based on the market value of PJSC Softline shares after the completion of the collection of applications from shareholders. Shareholders who have expressed a desire to exercise their pre-emptive right during the collection of applications make a final decision on the exercise of their pre-emptive right, payment and purchase of shares of PJSC Softline within 5 business days after the Company's Board of Directors announces the offering price.

The period during which a person who has a preemptive right to purchase shares has the right to file an application for the exercise of a preemptive right is 8 business days from the date of the beginning of the preemptive right: from September 02, 2024 to September 12, 2024. The preemptive right to purchase additional shares is held by persons who own ordinary shares of PJSC Softline on 07.07.2024.

{{quote 'author=said Vladimir Lavrov, CEO of PJSC Softline. | We are pleased to announce important developments that bring us closer to the implementation of the Company's growth strategy approved earlier. I would like to note once again that raising equity capital is a very balanced and, in my opinion, the only sure way that provides us with financing growth faster than market ones. We continue to implement our growth strategy and have already acquired 5 companies in 2024, which will provide us with at least 30% of the announced growth in EBITDA pro-form. In addition, the pre-emptive right for our current investors, which we also announced on September 2, 2024, will allow the Company's shareholders to maintain their stake in PJSC Softline. It is extremely important for us that the rights of our investors are taken into account and respected, this is our most important priority, }}

Repayment of part of issued bonds by the Republic of Belarus

Softline on August 26, 2024 announced the repayment by the Republic of Belarus of part of the issued bonds available in the Company's securities portfolio.

PJSC Softline, as the holder of the above securities, received 1.55 billion rubles as a result of the current repayment. Together with the 1.5 billion rubles received at the beginning of the year, the Company received a total of more than 3 billion rubles. Thus, the total financial result of these transactions completed since the beginning of the year amounted to more than 1.6 billion rubles - income is recorded as a change in the fair value of the Company's financial instruments for 2023.

The company also expects the repayment of the bond issue issued by the Development Bank of the Republic of Belarus for another 2.6 billion rubles in the near future.

The proceeds will be used to reduce the Group's debt, which consequently reduces the Company's interest expense.

{{quote 'author=said Artem Tarakanov, CFO of PJSC Softline. | We are proud that timely investment decisions have allowed us to achieve good returns at low risk, but after the complete repayment of our entire portfolio of securities, we do not have plans to invest in such assets and will focus on maximizing revenues from the Group's core activities. We are satisfied with the financial result of the transaction, and the liquidity obtained will allow us to significantly reduce the debt burden of the Company. In the context of expensive debt financing, this is extremely important. "}}

Transfer of 3.8% of Softline ordinary shares to Bank Sinara

Softline, a provider of solutions and services in the field of digital transformation and information security, on April 8, 2024 announced to TAdviser the completion of the transaction to transfer 3.8% of its ordinary shares owned by a subsidiary of the group - Softline Projects LLC, ECM & Private Equity, to the Sinara Bank division. Earlier, the group announced an agreement in principle on this deal.

According to Softline, the investor has assumed obligations limiting the alienation of the company's securities:

• in 1 year from the date of the transaction - for sale no more than 10%;
• 2 years from the date of the transaction - for sale no more than 25%;
• in 3 years from the date of the transaction - for sale no more than 50%.

The funds received as part of the deal with the investor will be used to finance the company's promising projects that ensure accelerated growth in the group's value, including financing new acquisitions.

"We are pleased to announce the successful completion of the previously announced transaction and are glad that ECM & Private Equity division of Bank Sinara JSC is becoming our strategic partner, whose share in the share capital of Softline PJSC has already exceeded 7%," Vladimir Lavrov commented on the event, CEO of Softline PJSC.

According to Vladimir Lavrov, the company continues to implement the business growth strategy of PJSC Softline. And the financial resources received by the company as a result of the transaction will help achieve the goals of accelerated development of the group at a rate exceeding the average market.

Two transactions for the sale of a 9.6% stake in the structure of Sinara Bank and a large institutional investor

Softline, a provider of solutions and services in the field of digital transformation and information security, developing a comprehensive portfolio of its own products and services, on February 9, 2024 informed TAdviser about changes in the structure of equity capital.

In particular, the company spoke about the completion of the transaction to transfer 3.6% of the shares in the authorized capital of PJSC Softline, owned by the main shareholder of the company - Atalaya LLC, Private Equity, to the Sinara Bank division. The Sinara banking group includes several regional banks, including Bank Sinara PJSC, the group's main bank, one of the backbone regional Russian banks with 30 years of market experience, Softline noted.

In addition, the company reached agreements in principle and signed a purchase and sale agreement on the transfer of another 6% of shares in the authorized capital of PJSC Softline, also owned by Atalaya LLC, a large institutional investor, which is already a shareholder of PJSC Softline. Thus, the company, focused on "growth equity" investments through the acquisition of significant minority shares in mature technology companies with further potential for growth and expansion Russia in and, countries CIS will increase its interest in the share capital of PJSC Softline to 9.4%.

As specified in Softline, the transactions were concluded at a market price at the time of closing the transaction. Investors have assumed standard obligations related to restrictions on the disposal of the company's securities for the period established under the SPO.

"We have seen increased interest on the part of professional market participants in the business of PJSC Softline from the very beginning of our public history. Successfully completed transactions again confirm our expectations about the fundamental investment attractiveness of the company for the market, - said Vladimir Lavrov, CEO of PJSC Softline. "We share the confidence of our investors in the further growth of the value of PJSC Softline's business and will continue to provide the necessary conditions for achieving high financial indicators, which, in turn, are the foundation for the growth of the group's capitalization."

2023

Full repayment of the Series 001R-04 bond issue by RUB 4.95 billion

PJSC Softline on December 25, 2023 announced the redemption of the exchange-traded issue of bonds of the 001R-04 series for 4.95 billion rubles.

The bond issue was placed on October 23, 2020. The issue was assigned the credit rating "ruBBB" from Expert RA. The coupon rate following the placement was fixed at 8.9% per annum. Coupons were paid at intervals of 91 days.

PJSC Softline paid bondholders 25% of the face value on the date of the end of the 8th coupon (in December 2022), the remaining part - 75% of the face value - December 25, 2023.

Since the end date of the 12th coupon income on Exchange-Traded Bonds falls on a non-working day, the appropriate amount is transferred on the first business day following the non-working day, i.e. December 25, 2023.

At the end of December 2023, the fifth issue of exchange-traded bonds of PJSC Softline (ISIN code: RU000A106A78) in the amount of 6 billion rubles with a coupon of 12.40% and a frequency of payments 4 times a year is in circulation on the Moscow Exchange. The maturity date of the bond issue is February 20, 2026.

{{quote 'author=said Artem Tarakanov, CFO of PJSC Softline (CFO). | We announced the full fulfillment of our obligations to the holders of PJSC Softline bonds issued in 2020. Maintaining the rights of our investors and taking a responsible approach to obligations are still the priority principles of our publicity. Taking into account the reliability of PJSC Softline as an issuer, confirmed by the lack of precedents of non-payment of obligations and a comfortable level of debt burden, in the future we will work to increase the Company's credit rating. This will make it possible to attract even more demand from the market both for bond issues and for shares of PJSC Softline circulating on the exchange,}}

Results of the secondary offer of shares on the Moscow Exchange

On December 7, 2023, Softline announced the results of a second public offering of the Company's ordinary shares (also referred to as the Offer or SPO) on the Moscow Exchange.

The Company also announced that an agreement in principle had been reached on the acquisition of at least 20 million shares of PJSC Softline owned by LLC Softline Projects - a 100% subsidiary of the Group - by an institutional investor as of December 2023, which also assumes obligations limiting the alienation of the Company's securities within 180 days from the date of completion of the SPO. Such acquisition will be made at a price not lower than the market price at the date of the transaction.

Thus, taking into account the volumes sold as a result of the SPO, the Company will reach the target level of raising capital and selling in the amount of about 25 million new shares from the previously issued additional issue.

Key SPO results:

• Applications will be satisfied on December 7, 2023 at a price of 140 rubles per ordinary share. The offering price was determined within the originally announced range and did not exceed the closing price of shares of PJSC Softline on the last day of collection of bids for participation in the Offer;
• As a result of the SPO, the Company attracted more than 6.5 thousand investors in the equity structure. The company decided to satisfy the applications of retail investors in total in the amount of 4 million shares. At the same time, the share of shares in free float increased to 17%, which should contribute to the task of increasing the liquidity of the Company's shares and getting the Company's shares into the indices of the Moscow Exchange.
• The shares of PJSC Softline sold under the Offer belonged to LLC Softline Projects, a 100% subsidiary of the Group. The shares for placement were loaned by the majority shareholder of Atalaya LLC in favor of the aforementioned 100% subsidiary of PJSC Softline. As of December 2023, an additional issue of ordinary shares of PJSC Softline is carried out in favor of LLC Softline Projects. Upon completion of the placement of this additional issue, the loan raised from Atalaya LLC will be repaid by shares of the additional issue;
• Investors participating in the Offer were entitled 6 months after the completion date of the SPO to purchase an additional 10 shares at an SPO price per each 40 shares purchased under the SPO. To do this, an irrevocable offer was announced on the conclusion of transactions for the purchase and sale of shares owned by 100% of the subsidiary of PJSC Softline. Shares for fulfillment of obligations under the offer are also loaned by the majority shareholder of Atalaya LLC in favor of a 100% subsidiary of Softline PJSC;
• The funds raised as a result of the SPO and the potential sale of shares to an institutional investor will be used to finance promising projects of the Company that ensure accelerated growth of the Group's value, including financing of new acquisitions.
• The Selling Shareholder and the Company and its affiliated parties have assumed standard obligations limiting the disposal of the Company's securities within 180 days from the date of completion of the SPO, except in the event of the disposal of shares in favour of the institutional investor, who then assumes the above-mentioned restrictions on the disposal.

{{quote 'author=said Vladimir Lavrov, CEO of PJSC Softline. | The results of our actions to raise funds to the company once again confirm the interest of investors in the business of PJSC Softline. Despite the current securities market conditions, determined largely by the increased key rate and a fairly large number of primary and secondary placements, which inevitably affect the behavior of all economic agents, we managed to attract significant capital. The funds raised will allow us to implement promising projects within the framework of a profitable growth strategy, which will provide Softline's business with the opportunity to grow at a faster pace than the market. We are grateful to our investors for their confidence and look forward to a further increase in their number, including due to institutional demand, which can grow due to an increase in free-float due to the past SPO. The mentioned increase in the share of shares in free float contributes to an increase in liquidity in our securities and will help to get into the calculation base of a number of indices of the Moscow Exchange and the first quotation list,}}

Start of a secondary public offering of shares on the Moscow Exchange

PJSC Softline on November 29, 2023 announced the start of a secondary public offer of ordinary shares of the Company (also referred to as the Offer or SPO) on the Moscow Exchange.

The announced Proposal is aimed at financing the Company's prospective projects that provide accelerated growth in the Group's value, including financing new acquisitions, as well as increasing the number of shares in free float and their liquidity.

Offer Options:

• As part of the Proposal, Softline Projects LLC (a 100% subsidiary of the Group) will offer a package of ordinary shares of PJSC Softline owned by it in the amount of up to 25 million units, which is about 8% of the total number of shares of the Company after the completion of the transaction. Funds from the Offer will be sent to the Company for further development;

• The shares for placement were loaned by the majority shareholder of Atalaya LLC in favor of the aforementioned 100% subsidiary of Softline PJSC. As of November 2023, an additional issue of ordinary shares of PJSC Softline is carried out in favor of LLC Softline Projects. Upon completion of the placement of this additional issue, the loan raised from Atalaya LLC will be repaid by shares of the additional issue;

• Applications will be accepted within the price range of 140.00 - 149.84 rubles per share of PJSC Softline. The final offering price will be determined on the day following the last day of collection of bids (December 7), but in any case it will not be higher than the closing price of trading in PJSC Softline shares on the last day of collection of bids for participation in the Offer;

• The period of collection of applications for participation in the Offer will last from November 29 to December 6, 2023 inclusive;

• The investor participating in the Offer shall 6 months after the completion date of the SPO be entitled to purchase an additional 10 shares at the price of the SPO per each 40 shares purchased under the SPO. To do this, an irrevocable offer will be announced on the conclusion of transactions for the purchase and sale of shares owned by 100% of the subsidiary of PJSC Softline. Shares to fulfill obligations under the offer will also be loaned by the majority shareholder of Atalaya LLC in favor of a 100% subsidiary of Softline PJSC. Funds from the offer will be sent to the Company for further development.

• The Shares offered in the SPO are included in the second quotation list on the Moscow Exchange. The offer is available for Russian qualified and unqualified investors - individuals, as well as for Russian institutional investors. You can apply for participation in the SPO through leading Russian brokers;

• The Selling Shareholder and the Company have assumed standard obligations limiting the disposal of the Company's securities within 180 days from the date of completion of the SPO, except in cases of alienation of shares in favor of an institutional investor, which then assumes the above-mentioned restrictions on alienation.

From the very first day of trading in PJSC Softline shares on the Moscow Exchange, where they were placed in September by direct listing, that is, without raising additional capital, increased interest remains in our business, including from professional market participants. said Vladimir Lavrov, CEO of PJSC Softline.

Lavrov added that in connection with the increased demand presented by the market, they came to a decision on the need for a secondary offer of Softline shares, the result of which will be an increase in liquidity in our shares and an increase in free-float in the structure of equity capital. Such changes will be an important step towards getting Softline shares into the calculation base of a number of indices of the Moscow Exchange. This, in turn, will stimulate even more interest in our securities and attract new investors - for example, from index investment funds.

The funds raised as part of the secondary offer are planned to be directed to the goals that are important for the accelerated growth of all key business indicators of Softline Group of companies. Among them - the geographical expansion of our business, the expansion of the portfolio of highly profitable IT products of our own production, in particular, due to the implementation of M&A transactions on the most promising projects.

Additional issue of 44 million common shares to a subsidiary

Softline, a provider of solutions and services in the field of digital transformation and information security, on October 31, 2023 announced to TAdviser the placement of an additional issue of its own ordinary shares. According to representatives of the company, the issue of shares was carried out "within the framework of the implementation of the goals necessary for the continuous development of PJSC Softline."

The decision to place additional shares was made on July 6, 2023. The additional issue was registered by the Bank of Russia on August 7, 2023 (as amended on August 24).

The shares will be placed in the amount of 44,000,000 units by closed subscription in favor of a subsidiary (controlled) company that is part of the Softline Group. The offering price was set by the company's Board of Directors at the level of the closing price of trading in ordinary shares of PJSC Softline on the Moscow Exchange on the last trading day preceding the start date of the offering. The placement period is determined by order of the CEO of the company from November 1, 2023 to January 31, 2024.

With the placement of this issue of securities in Softline, they expect to attract new investors with the sale of blocks of shares to them. At the same time, an additional issue of 44 million shares is being implemented for the purpose of providing a program of long-term motivation for employees, settlements in the framework of future M&A deals and other promising projects that ensure an increase in the value of the Group, the company explained.

The beginning of trading in Softline shares on the Moscow Exchange

On September 26, 2023, trading in shares of PJSC Softline started on the Moscow Exchange, the trading code is SOFL. Shares are included in the quotation list of the second level of the Moscow Exchange, trading and settlements are carried out in Russian rubles.

The company calls the start of trading the most important milestone for itself. After the division of Softline in 2022 into a global (called Noventiq) and Russian business, which ended in October, the global part continued to be present on various exchanges, and the Russian part of the business remained non-public.

Trading in the company's shares began after the completion of the exchange of Noventiq global depositary receipts (GDRs) for Softline shares. Alexandra Melnikova, director of investor relations at Softline, said at the bidding ceremony that more than 80% of Noventiq GDR holders took part in the exchange and became Softline shareholders.

At the time of the start of trading on the Moscow Exchange, the share of free-float shares amounted to about 15.7% of the company's capital. This should provide the shares with sufficient liquidity, believes Alexandra Melnikova. But even later, the company plans to make efforts to expand the investor base and work to increase the liquidity of Softline shares.

Even when the tipping point came, we thought that being a public company was our goal. With the help of this status, we can implement our strategies, optimize the strategy for the development of Russian business and be a responsible company for our clients, employees and future shareholders, - said Vladimir Lavrov, CEO of Softline, at the trading start ceremony on the Moscow Exchange. "Today is not a continuation of what it was yesterday. We come out as a new group with a new strategy.

In the first half of 2023, Softline showed record profitability, according to Vladimir Lavrov - gross profitability of 22.1%. This has never happened in a group of companies, he stressed.

Softline wants to develop a culture of co-owners, shareholders within the company itself, when all employees feel like owners and participate in the company's business.

In the 1 half of 2023, the company's turnover amounted to 30.5 billion rubles, Yulia Solovyova, chairman of the Softline board of directors, cited data at the trading ceremony on the exchange. At the same time, the turnover from Softline's own solutions increased by more than 2.5 times compared to the same period in 2022 - up to 5.9 billion rubles. Gross profit reached 6.8 rubles, showing an increase of 26% year-on-year.

In the near future, the company expects to expand the development team and its portfolio of solutions, including through its own products and services.

The company continued M&A's strategy and closed 5 deals in 2022 and 7 deals in 2023, Artyom Tarakanov, CFO Softline, said. For 2024, Softline sets itself an "ambitious task" - to enter the market of friendly countries.

We are actively considering interesting acquisition targets, as well as exploring the prospects of bringing our local products to the markets of friendly countries and helping our customers to enter these markets. Moreover, we are considering the possibility of providing services in the markets of friendly countries, including custom development. We are becoming global again, "said Artyom Tarakanov.

Softline expects that in the near future its shares will be added to the list of securities of the high-tech sector on the Moscow Exchange, which, the company expects, will create even more favorable conditions for its investors, in particular, in matters of taxation.

Plan to enter the Moscow Stock Exchange

Softline announced to TAdviser on August 21, 2023 that it intends to apply to the Moscow Stock Exchange with a statement about the listing of its shares. It is expected that the company's shares will be included in the quotation list of the Moscow Exchange.

It is assumed that trading in PJSC Softline shares will begin at the end of September 2023 - after the completion of the exchange of global depositary receipts (GDRs) by Noventiq Holdings Plc, which are traded on the Moscow and St. Petersburg Exchanges, for the company's shares. Shares for exchange will be provided by the largest shareholder of the company - Atalaya LLC. The exchange itself will pass through the trading and settlement infrastructure of the Moscow Exchange, as well as over-the-counter.

In accordance with the indicative exchange schedule, acceptance of applications from investors will begin in the coming weeks after the Moscow Stock Exchange approves the listing of Softline PJSC shares.

It is planned that the percentage of shares in free float (free-float) at the time of the start of trading will be from 10.7% to 16.6%. The shares in free float of the company will include shares that will be received by the holders of the Noventiq GDRs as part of the exchange, as well as shares received by Softline employees as part of the long-term motivation program. Noventiq back in June 2023 announced its planned departure from the Moscow Exchange - the company expected to stop listing the GDR by early October 2023.

As explained in Softline, the owners of the Noventiq GDR, who will take part in the exchange, subject to a number of conditions, on the horizon for about 24 months after the exchange can receive up to three shares of PJSC Softline for one Noventiq GDR, which will be presented and accepted for exchange. At the first stage, in exchange for one Noventiq GDR, the investor will be provided with one share of PJSC Softline. Then, within the framework of the second stage, which will come 12 months after the completion of the first stage, the exchange participant will receive another share of PJSC Softline per each share of PJSC Softline, which is in his possession at that time, but not more than it received as part of the first stage. And finally, at the last, third stage - 24 months after the completion of the first stage - the exchange participant will receive another share of PJSC Softline per each share of PJSC Softline, which is in his possession at that time, but no more than was received by him in the second stage.

"Our intention to obtain a listing on the Moscow Exchange, which we announced, is a logical continuation of Softline's strategy to enter the public stock market. This is an important step that will allow us to comply with the interests of all interested parties, - said Vladimir Lavrov, CEO of PJSC Softline.

According to him, entering the public stock market, first of all, will allow the largest shareholder of Softline, Atalaya LLC, to offer the owners of the Noventiq GDR, whose receipts will be delisted from Russian exchanges in the fourth quarter of 2023, to exchange them for Softline shares.

The listing of Softline shares significantly improves the attractiveness of the exchange, as well as expands the circle of people who can take part in the exchange and simplifies its process, - said Vladimir Lavrov. - In addition, the presence of a share listing on the Moscow Exchange is an important step for the development of the culture of the co-owner in Softline and our long-term motivation program, which allows us to synchronize the interests of our entire team and other shareholders of the Group, including future ones. This contributes to the even faster achievement of our ambitious goals for the development of the Softline business.

In addition, according to the top manager, access to the exchange will also provide the company with greater flexibility in choosing sources of financing in the future, including to finance its new acquisitions and the implementation of large investment projects, which, in turn, will ensure further growth of Softline.

Issuance of shares of PJSC Softline to depo accounts of employees of Softline Group of Companies

The main shareholder of PJSC Softline - Atalaya LLC - issued shares of PJSC Softline to the accounts of depots of employees of Softline Group of Companies as part of the long-term motivation program LTI Pre IPO. Representatives of Softline announced this to TAdviser on August 11, 2023. In total, at the time of publication of this material, employees of Softline Group of Companies received 19.5 million shares of PJSC Softline - as specified in the company, this is a series of first tranches. By August 20, 2023, the program participants are planned to issue a total of 30 million shares of PJSC Softline.

Even before Softline Holding PLC's IPO in London, which took place in 2021, key employees of the company received options for Softline Holding PLC shares as part of a long-term incentive program. After the allocation of the Russian part of the business, a certain share of options for Softline Holding PLC shares, in agreement with employees, was converted into options for shares of the Russian company - PJSC Softline. Under the terms of the separation of the Russian and foreign circuits, shares were issued by Atalaya LLC, the main shareholder of Softline PJSC.

According to the company, soon the number of participants in the programs of additional motivation of Softline Group of Companies will increase - it is expected that this will be an additional incentive for the speedy achievement of the goals and objectives set for the Group employees, as well as to an even greater extent synchronize the interests of employees and other shareholders of the company, including future ones. According to the company's plans, in the medium term, as part of the development of the culture of the co-owner, up to 100% of Softline Group of companies employees will be able to become participants in the company's long-term partnership programs.

"Our motivational program, which in the future will involve almost all employees of Softline Group of companies, corresponds to the most effective international practices and contributes to attracting and retaining the best qualified specialists in the Group, and people are our main resource," said Vladimir Lavrov, CEO of PJSC Softline. "In addition, the program synchronizes the interests of employees, top management and other shareholders of the company."

Registration of prospectus of securities on ordinary shares of Softline JSC

On July 24, 2023, the Central Bank of the Russian Federation registered a prospectus of securities on ordinary shares of Softline JSC (the "Company").

The decision to register the prospectus of shares will come into force from the date of entry into the unified state register of legal entities of information about the corporate name containing an indication that the company is public.

In the near future, the Company will apply to the Federal Tax Service to register amendments to the charter reflecting the status of a public joint-stock company. After receiving public status and the necessary internal corporate approvals, the Company plans to submit an application to the Moscow Stock Exchange for approval of the listing of its shares.

Softline also said that it had previously received confirmation from its sole shareholder, Atalaya LLC, that it had approved previously published indicative parameters for the voluntary exchange of global depositary receipts ("GDRs") of Noventiq Holdings PLC ("Noventiq"), the rights to which are recorded in NSD and SPB Bank, on shares of Softline JSC. The main purpose of this exchange, which is planned after the listing of the Company's shares on the Moscow Exchange, is to ensure the rights of Noventiq GDR holders and to create a liquid secondary market in the Company's shares.

The exchange parameters agreed by the shareholder assume that the owner of the GDR, subject to the terms of the exchange, which will take place in three stages, can receive from Atalaya LLC or its subsidiary, which will be determined separately, up to three shares of Softline JSC for one Noventiq GDR.

At the first stage, in exchange for one GDR Noventiq, the investor will be provided with one share of Softline JSC.

Then, within the framework of the second stage of the exchange, which will come 12 months after the completion of the first stage of the exchange, if Softline JSC has another share of Softline JSC in the account of the exchanging shares, the investor receives another share of Softline JSC in the amount not exceeding the number of received shares of Softline JSC as a result of the first stage of the exchange.

And at the last, third, stage - 24 months after the completion of the first stage of the exchange - the investor will receive another share of Softline JSC calculated for each share of Softline JSC owned by him, but not more than the number of shares of Softline JSC, which he received as a result of the second stage of the exchange.

The procedure for the exchange of GDR Noventiq Holdings PLC for shares of Softline JSC and detailed conditions for participation in it for investors will be announced later. At the same time, the condition for the exchange remains the acquisition of Softline JSC of a public status and listing on the Moscow Exchange.

{{quote 'author=said Vladimir Lavrov, CEO of Softline JSC. | The prospectus registered by the Russian regulator brings us closer to acquiring public status and going public. We, in turn, maintain as our top priority our commitment to protecting the rights and interests of all stakeholders, including, I want to emphasize in a special way - minority shareholders, many of whom are employees of the Company. We take seriously the obligations to Russian investors who invested in the Noventiq GDRs when our company was part of the perimeter of this group in Russia. Therefore, we positively assess the decision of our shareholder to exchange the shares of Softline JSC owned by him for the GDR Noventiq. A sustainable and profitable business, a clear adherence to the strategy, a motivated team of professionals and best corporate governance practices - this and much more make it possible to create a solid foundation for the confidence of our future investors in the business of Softline JSC,}}

Placement of bonds for 6 billion rubles with a yield of 12.4%

On May 25, 2023, Softline (JSC) informed TAdviser about the placement of 002R-01 series bonds for 6 billion rubles with a yield of 12.40% per annum. As representatives of the company noted, the issue attracted significant interest from private investors (1.7 billion rubles), as well as banks, managers and investment companies. The funds raised during the placement will be used, among other things, to implement the M&A strategy, as well as to develop Softline's own solutions, said Artyom Tarakanov, financial director of Softline JSC.

As a result of the placement, demand significantly exceeded supply and amounted to 7.5 billion rubles with an initial output of 3 billion rubles, the company said. - As a result, Softline offered investors bonds worth 6 billion rubles with a circulation period of 2.75 years (1001 days).

The issue provides for fixed quarterly coupons. Due to increased demand, the coupon rate was revised downward twice and was eventually set at 12.40% per annum, which corresponds to a yield to maturity of 12.99%.

"The results of our next, already fifth bond offering confirm the company's stable confidence in its business - both from institutional and private investors. We will continue to adhere to the principles of complete openness in communication with the investment community, which, investing in our business, allows the company to quickly achieve ambitious goals in the market, "added Artyom Tarakanov.

The closing of the book of applications for exchange-traded bonds took place on May 24, 2023. The start of trading on the Moscow Exchange is scheduled for May 26, 2023.

2022: Increase of the GDR buyback program to $100 million

On February 2, 2022, Softline Holding PLC announced an increase in the amount of money allocated for the implementation of the previously announced program for the redemption of GDRs (global depositary receipts) (the "Program").

As stated earlier, the company plans to continue to redeem (directly or through its subsidiary) the GDRs in the market and keep them in its portfolio. The purpose of the Program is to fund the company's long-term plan to incentivize management as outlined in the company's semi-annual report on November 30, 2021, as well as the long-term Employee Partnership Program (LTEPP) and the employee stock purchase scheme announced on January 24, 2022.

The total amount allocated for the implementation of the Program will now amount to 100 million US dollars (more than the previously announced amount of $10 million). USA All purchases of the Shares and/or GDRs will be carried out directly by the company or through a subsidiary, for which the company is engaged as a group Sberbank as an independent broker to make purchases under the Program.

The program will be implemented in accordance with the general powers of redemption of GDRs granted by the Board of Directors of the Company at the meeting held on November 26, 2021, and otherwise in accordance with applicable laws and regulations. The maximum number of GDRs that can be redeemed under the Program is up to 10% of the issued share capital of the Company (not more than 18.3 million GDRs), and the company cannot own such GDRs for more than 2 years. The company will continue to finance the buyout program through operations and finance investment projects. The Board approved the duration of the Program for one year, starting from the date of approval. However, the Company plans to extend this Program for the next few years.

The programs will be presented in RNS information messages and published on the Company's website.

The demand for digital transformation and cybersecurity solutions around the world is not decreasing. With our recently announced Long-Term Employee Partnership Program, we expect to be able to take a high position and become the most attractive employer in our industry sector. As our shares, given our growth, portfolio, access to highly skilled workforce and the markets in which we operate, are largely undervalued, the very right moment to invest in employees is coming. I also see this as an appropriate time to increase my stake in a company that is confident in its ability to grow, which has substantial post-IPO investment opportunities, consistently implements its 3D growth strategy and actively acquires companies to support the execution of its growth plans. said Igor Borovikov, founder and chairman of the board of directors of Softline Group.

2021

Softline summed up the IPO. What to expect for investors

In early November 2021, Softline summed up the IPO, and analysts assessed the stock's prospects for investors.

According to the results of trading on October 27, 2021, Softline quotes on the London Stock Exchange fell to $7.33 per GDR, and on October 28 they closed at $7.26, on October 29 - at $7.3. On November 1, 2021, trading in these securities opened at a price of $7.45 on the London Stock Exchange. On the Moscow Exchange, the price went below the placement, dropping from 570 to 518 rubles.

Dmitry Zenkov, head of the Otkritie Broker personal brokerage service department, cites limited demand for them as a possible reason for the decline in quotations. At the same time, he recommends taking a closer look at these papers, and treating the decline in quotations as an opportunity to buy them at attractive prices.

According to Sergei Suverov, investment strategist at Arikapital Management Company, Softline's IPO took place during a correction on world markets, which could affect both the price when placing and the behavior of quotes after. The decline in quotations after the IPO should not be frightening, this happens in 9 out of 10 placements, and practice shows that the shares will soon grow back. He noted that Softline IPO on the lower border is rather good for investors, there is an opportunity to earn money. In general, Softline looks like a very interesting and even unique case: it is a company with Russian roots, which has become one of the world leaders and software suppliers who are the beneficiaries of the global digital business transformation. This is not the simplest matter, Softline's business is more difficult to understand than retail or development, but Suverov pointed out the future for this direction.

Arthur Shubaev, Vice President of Advance Capital, also assessed the IPO successfully: the company is located at a multiple of about 30x to EBITDA. Still, the software distribution segment does not enjoy excessively high interest from investors, and many of them are still afraid of the IPO of Russian companies.^[7]

The beginning of GDR trading on the Moscow Exchange

On November 1, 2021, trading in global depositary receipts (GDR) of Softline, a global provider of solutions and services in the field of digital transformation and cybersecurity, headquartered in London, began on the Moscow Exchange.

The company's securities are included in the quotation list of the first level, trading and settlements are carried out in. the Russian rubles

The official trading ceremony of GDR Softline will be attended by Oleg Vyugin, Chairman of the Supervisory Board of the Moscow Exchange, Igor Borovikov, Chairman of the Board of Directors of Softline, Sergey Chernovolenko, Global CEO of Softline, Artem Tarakanov, Global CFO of Softline.

GDR Softline is admitted to trading on the Moscow Exchange and on the London Stock Exchange.

As part of the IPO, the issuer raised 400 million dollars at a price of 7.5 dollar per paper. According to the results of the IPO, the free-float of the company will be up to 31%.

The organizers of the initial placement were Credit Suisse, J.P. Morgan, VTB Capital, Alfa Capital Markets, Citigroup, Gazprombank, Sberbank.

Softline began as a local player by reselling software, with only 10 employees on staff. Over time, we have become a provider of IT solutions in emerging markets with a team of 6,000 specialists in more than 50 countries around the world. Now that we have conducted an IPO, we have all the necessary opportunities to consolidate our position in the market, continuing to grow quickly and cost-effectively. We would like to welcome the company's investors and thank them for their confidence and confidence in our success. We understand that entering the public market implies the highest responsibility. And we will do everything possible to ensure that in the coming years we ensure maximum value for all parties interested in the results of our activities, commented Igor Borovikov, chairman of the board of directors and founder of Softline.

Шаблон:Quote 'author=noted Oleg Vyugin, Chairman of the Supervisory Board of the Moscow Exchange.

Entering the London Exchange at the lower price of the announced range

On October 27, 2021, Softline became a public company, placing its Global Depositary Receipts (GDRs) on the London Stock Exchange (LSE) under the ticker symbol SFTL.

As part of the listing, Softline placed more than 53.3 million securities at a price of $7.5 apiece (by 12:17 Moscow time on October 27, 2021, the exchange rate was $7.38), as a result of which the company expects to attract about $400 million. The IT company intends to spend the funds on mergers and acquisitions, as well as for corporate purposes. Earlier, the founder of Softline Igor Borovikov reported that the company plans to enter the market of 30 new countries in the next 3 years.

Softline held an IPO at the lower end of the previously named range of $7.5-10.5. The market capitalization of the company, based on the placement price, amounted to $1.5 billion.

In addition to the new GDRs, the current shareholders of the company will present 8 million already issued securities as an additional placement option. The selling shareholders are directly the Softline Group of the founder of the company Igor Borovikov, as well as investment funds Da Vinci Private Equity Fund, Investment Partnership Da Vinci Pre-IPO Fund and Zubr Capital Fund.

Selling shareholders and Softline from the moment of admission to trading will undertake not to sell shares of the company within 180 days, lock-up for top management - 360 days.

Now that we have conducted an IPO, we have all the necessary opportunities to consolidate our position in the market, continuing to grow quickly and cost-effectively... We would like to welcome our new investors and thank them for their trust in us. We understand that becoming a public company entails great responsibility, - said Igor Borovikov.

Softline shares on the Moscow Exchange will begin trading on November 1, 2021.^[8]

2020: Placement of bonds worth 4 billion rubles to repay the first loan and acquisition transaction

Softline Group is preparing a bond offering on the Moscow Exchange. The volume of securities will amount to 4 billion rubles, Gazprombank will become the placement agent . The term of circulation of bonds will be 3 years and two months.

A new bond offering is scheduled for October. This will be the fourth bond loan in Softline's history. In 2017, the company placed bonds in the amount of 2.7 billion rubles, their maturity will come in December 2020. In 2018, bonds worth 1 billion rubles were placed with a maturity date in December 2021. And in April 2020, another bond loan was placed - in the amount of 1.35 billion rubles - with a maturity in April 2023. The rate on previous bond loans was 115% per annum.

The proceeds from the new bond loan will be used to repay the first bond loan, as well as for organizational development and mergers and acquisitions.

2018: Russia's conflict with the West over events in Ukraine pushes back the company's IPO

as before, IPO remains in the group's plans. Softline He is included in the strategy with the prospect of 2021, according to the chairman of the board of directors. Igor Borovikov The company does not exclude, among other things, access to. Moscow Stock Exchange

I must say that the group's IPO deadline marks a 2-3-year prospect for more than a year: Softline announced the same several years ago. Igor Borovikov explained to TAdviser that the shift in plans is associated with a change in the geopolitical situation. She changes a lot, and that's the key factor driving IPO timing, he says. If there were no geopolitical changes, most likely, the company would have done so back in 2013-2014. In the early, mid-2000s. Russia was a more attractive place for foreign investment, notes Igor Borovikov.

The IPO sells the future, not the past, history of the company, he says. And what future history can be sold after 2014 differs from the situation of earlier years, and completely different investors are ready to invest in this story. You should not expect, for example, a desire to invest from American investors.

2017

Placement of bonds worth 2.7 billion rubles before IPO

In December 2017, SoftLine Trade (the main operating company of the Softline group in Russia) placed exchange-traded bonds of 2.7 billion rubles in the Innovation and Investment Market (RII) sector of the Moscow Exchange. The rate of the 1st coupon of bonds was set at 11% per annum.

The organizers of the placement were GPB Bank, the investment banking platform BCS GlobalMarkets, Raiffeisen Bank, Sberbank CIB, and the co-organizer was Ai Ti Invest.

Softline notes that the placement of bonds on the Moscow Exchange is one of the most important steps towards an IPO.

The bonds will form the public debt history of the holding, introduce investors to Softline and raise money that we use to optimize the existing debt portfolio of the group of companies, "says Dmitry Afinogenov, CFO of the Softine group of companies. - In fact, we placed bonds at the lower end of the interest rate range. For us, this means that Softline's business is understandable to investors. Undoubtedly, the Moscow Exchange played a key role in solving the complex problem associated with the placement of Softline on the debt market.

The timing of the IPO in Softline did not comment on TAdviser. For the first time, the company announced its intention to conduct an IPO back in 2007, but due to the 2008 crisis, it was postponed. In 2014, Softline returned to these plans, and then it intended to host the placement within five years.

In 2016, Softline took a loan of 4 billion rubles from Sovcombank to accelerate the company's growth and conduct an IPO, and in the same year, the pre-IPO fund Da Vinci Capital Management and RVC (created on the initiative of RII) became part of Softline shareholders.

Bond issue plan for 10 billion rubles before IPO

In early September 2017, it became known about Softline's plans to issue 10-year bonds in the amount of 10 billion rubles. The placement is scheduled for the fourth quarter, Elena Volotovskaya, vice president of investments at the company, told Vedomosti.

According to her, the placement of bonds will be the next stage in Softline's preparation for going public. The company has no history of public debt that could be useful for an IPO: long debt instruments show investors the stability of the business, Volotovskaya explained.

Softline intends to spend the money raised from the placement of bonds on purchases of IT companies. Their names have not been revealed.

The company also did not name coupon rates. Ivan Peshkov, vice president of the Sovlink investment company, believes that we can talk about a range of 10.5% to 11.5%. and the director of the analytical department "Veles Capital" Ivan Manaenko speaks of an indicator of 13-14%.

Softline has repeatedly announced plans to list its shares on the stock exchange. This first became known back in 2007, but due to the crisis in 2008, the IPO was postponed. In 2014, the company returned to these plans and then announced its desire to host the placement within five years. In 2016, a loan of 4 billion rubles was taken in order to accelerate the growth of Softline's business and conduct an IPO.

According to Konstantin Kutukov, director of strategic marketing at Asteros, raising funds by issuing bonds does not impose risks on assets, since banks usually require a deposit for large sums. The cost of attracting money in comparison with a loan is much lower, he said.

Russian IT-Business often developed either through loans or through reinvestment of profits, says Tagir Yapparov, chairman of the board of directors of Aichi. According to him, bonds require a certain size and transparency of business, and such companies began to appear only now.^[9]

2016: Softline raised 4 billion rubles from Sovcombank and is preparing for an IPO

In January 2016, Softline announced the raising of financing from Sovcombank in the form of a mezzanine loan for 4 billion rubles. The loan term is 5 years.

"Softline invests money in the acquisition of IT companies in the markets of Russia, the CIS countries, Latin America and Southeast Asia. The funds raised will allow Softine to implement a global strategy - through a unique set of assets, to become the largest player in the target markets in terms of business and carry out an initial public offering (IPO), "the company said in a statement.

Mezzanine credit is a hybrid between traditional debt financing and direct investment ("no longer debt, but also not equity")^[10]. Most often, such an instrument is interesting for companies that cannot get a loan at good interest rates, but also do not want to attract private equity funds to equity.

Answering the TAdviser question, what is the form of mezzanine financing for the borrower more profitable than a standard loan, Sergey Khotimsky, First Deputy Chairman of the Board of Sovcombank, says that an attractive rate and a long term.

The lender's earnings in such a scheme come from interest income and the growth of the company's value through invested investments. A mezzanine loan bank reduces the level of risk compared to private equity funds, and for the company's shareholders, the advantage is that the investor does not interfere in its activities.

As a rule, the lender receives a package of about 10% in exchange for mezzanine financing. Softline and Sovcombank do not comment on the terms of the transaction. Sergey Khotimsky explains the closeness of information with the planned IPO Softline.

Mezzanine credit was chosen as the optimal form of funding for both parties. From the point of view of Sovcombank, this format provides minimal risk. The advantages for Softline are the best conditions in the market at the moment and a significant financial resource, "Softline says.

According to Igor Borovikov, Chairman of the Board of Directors of the company, Softline has successfully scaled the competencies and experience of the supplier of IT solutions and services to the markets of the CIS countries, Latin America and Southeast Asia. Now is the time for aggressive growth.

Thanks to the financial support of Sovcombank, Softline intends to absorb 3-5 companies.

Borovikov calls the partnership with Sovcombank another step towards an initial offering of shares. The exchange can be selected as the site. Hong Kong

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