Softline Shares and Bonds

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2025: 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.

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Фото: Freepik

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^[1] approved^[2]

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.

Top managers of Softline at the opening ceremony of trading on September 26

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.

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.

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

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.^[3]

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 entered the London Stock Exchange

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.^[4]

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.

Softline places bonds for the fourth time "(photo - Softline)"

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 issued bonds worth 2.7 billion rubles before going public

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.^[5]

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")^[6]. 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

Notes