Noventiq (formerly Softline Holding)

History

2024: Results of the second stage of the 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. Read more here.

2023

Announcement of departure from the Moscow and London exchanges

On June 22, 2023, Noventiq announced its departure from Moscow London the exchanges. The company, created on the basis of international business, Softline will stop listing global depository receipts (GDR) on the British site on July 26, 2023, and on the Moscow site by early October of the same year.

It is noted that leaving the LSE and the Moscow Exchange is a condition for merging with the SPAC-company Corner Growth Acquisition and receiving a subsequent listing on NASDAQ.

Noventiq quits LSE and Moscow Exchange

SPAC (special purpose acquisition company) is a company created specifically to merge with another private company that wants to go public, bypassing the IPO procedure. SPAC has no assets, no history of activity, no business plan - this is actually a dummy.

As Noventiq said in a message dated June 22, 2023, the company initiated the termination of the listing now so that this process would be completed "in a timely manner" and did not affect the closure of the business combination.

Earlier in 2023, Atalaya LLC, which is the main shareholder of the Russian structure, Softline announced the development of various options that would allow the owners of GDR Noventiq at the Moscow Exchange to voluntarily exchange them for Softline shares. One of the scenarios provides that for each Noventiq global depositary receipt, the owner can receive up to three Softline shares, subject to certain conditions.

You can refuse to exchange, but this is fraught with the risk of remaining with an illiquid asset, since after the listing of Noventiq on Nasdaq through a merger with a SPAC company and, as a result, the termination of the listing on the London Stock Exchange, GDR Noventiq will stop trading on MOEX, - noted analysts of the My Investments Telegram channel.

On May 4, 2023, Noventiq Holdings PLC announced its intentions regarding the listing on, NASDAQ as well as the termination of the company's GDR listing on the London Stock Exchange, which will result in their delisting from the Moscow Exchange.^[1]

Renaming to Noventiq Holdings and re-registering from Cyprus to Cayman Islands

Shareholders of Softline Holding (Noventiq brand) approved the re-registration of the company from Cyprus to the Cayman Islands. The press service of the IT vendor announced this on February 15, 2023.

According to Softline Holding's statement, shareholders approved decisions on all issues proposed in the agenda of the general meeting. Among them is the change of the company's name to Noventiq Holdings.

Softline London Office

Softline Holding announced its intention to redomicilize (change of jurisdiction) at the end of January 2023. Then it was reported that if this decision was approved by shareholders, as well as regulators in Cyprus and the Cayman Islands, the redomicitation process could be completed in mid-June 2023.

Earlier, Softline completed the separation of Russian and international business by selling to the Russian founder of the group, Igor Borovikov. Softline Holding is going to delist from the London Exchange (LSE). Earlier in February 2023, Softline Holding agreed to merge with SPAC-company Corner Growth Acquisition Corp. (CGA), resulting in the combined company receiving a Nasdaq listing. It is planned to finalize the merger parameters in the coming weeks, it was reported in February 2023.^[2]

CGA is registered in the Cayman Islands. At the end of 2020, CGA conducted an IPO (initial placement of shares) on Nasdaq, the volume of placement amounted to $400 million. These funds can be used after the merger of CGA with another company.

Investors also purchased 13.3 million warrants, each of which allows you to buy one share of the company for $11.5. Accordingly, after the merger of CGA with another company, an additional $153 million can be raised through the sale of warrants.

2022: Softline split into Russian and foreign businesses after Ukraine conflict begins

Softline, a global provider of digital transformation and information security solutions, on July 19, 2022, informed TAdviser of its intention to continue the separation of the Russian and non-Russian parts of the business after receiving all required regulatory approvals, including approval from the company's shareholders. This decision is the result of a study of existing opportunities to change the structure of the group's assets, as well as the structure of ownership of them in order to optimize value for all interested parties, which the company announced in May 2022.

Softline will split into two independent companies
Photo: forbes.ru

As specified in Softline, the company has already launched the separation process and hired a number of third-party consultants, including Allen & Overy.

We see a number of uncertainties and think that the process will take some time, but it is extremely important that it does not affect the fundamental principles of the Group and its obligations to customers and technology partners. In the future, Softline intends to promptly notify all interested parties about the decisions made and next steps, the company said in a statement.

In general, the intention to divide the business was dictated by the situation in which the group's business in Russia and outside Russia began to differ significantly in terms of operational priorities and market strategies. The dynamics of the two different markets changed so much that after a comprehensive consideration of alternative options, the board of directors decided to create two different companies. This is expected to deliver improved customer experience, enable the company to take full advantage of various growth strategies, and maximize value.

After the division, the Group's business in the Russian Federation will be called Softline Russia, and the business outside the Russian Federation will be called Softline Global, although it is possible that these names may be changed in the future. The company intends to maintain public status on the London Stock Exchange for Softline Global. Subsequently, the future board of directors and the board of Softline Russia will decide how to increase the liquidity of shares owned by Russian shareholders. Softline's board believes both new companies will be competitive, well structured and managed.

At the same time, Softline intends to continue to protect the interests of all stakeholders, including shareholders, employees, customers and manufacturing partners. According to company representatives:

• The actions taken will best serve the interests of all shareholders. The current geopolitical situation has had a disproportionate impact on Softline's market value, while the separation of businesses is carried out with the intention of obtaining an adequate assessment of both businesses of the Group, which would reflect the profitable growth of the company's businesses and its high fundamental value.
• The separation will allow both businesses to continue to provide services for digital transformation and information security, as well as other services to existing and new customers in all geographical regions where Softline operates. There are significant opportunities in all markets, and both companies will be better positioned to develop their growth strategies using the opportunities in the respective markets.
• These changes will allow Softline employees to get the maximum benefit from long-term employee motivation (LTEPP) programs in both newly created companies, which, in turn, will create the conditions for hiring and retaining talented professionals, as well as developing the culture of a co-owner employee within companies.
• Both independent companies will be able to best implement market entry strategies for all Softline partner manufacturers - both regional and global.

Due to the split, Softline also announced upcoming management changes that will take effect from August 1, 2022. In particular, Chief Operating Officer Sergey Chernovolenko will become Chief Executive Officer of Softline Holdings Plc and will lead the separation process. Once the existing restructuring opportunities are fully explored, Roy Harding will leave the post of Chief Executive Officer of Softline Holdings plc and continue to serve on the board as Executive Director, as well as serving in an operating role responsible for integrating strategic acquisitions into Softline Global.

Following the separation of the Russian and non-Russian parts of Softline's business, Sergey Chernovolenko will become the chief executive officer of the newly formed Softline Global. At the same time, he will continue to work as a member of the board of directors. The current chief executive officer Herve Tessler of Softline International will take over as president of the newly created Softline Global. Current financial Softline International director Burak Ozer will become CFO of the newly formed Softline Global. Sergey, Herve and Burak are residents, Great Britain where Softline Global is headquartered.

In turn, the CEO Russia Vladimir Lavrov will become the CEO of the newly formed company Softline Russia. The current CFO of Softline Holdings plc Artem Tarakanov will become the CFO of Softline Russia. Vladimir and Artem are based in, To Moscow where the future headquarters of Softline Russia will be located.

"The changes we announced will create two leading players in their markets, optimising growth strategies, operations and shareholder value for both independent companies. Based on a comprehensive review of options for changing the group's asset structure and ownership structure, we believe that the proposed split is in the best interests of the current company and all stakeholders, including our shareholders, customers, employees and suppliers, "commented Jacques Gehr, Chairman of the group's Board of Directors.

2021: Placement of GDRs on the LSE and listing on the Moscow Exchange

In October 2021, Softline Holding PLC conducted an initial placement of GDRs on the London Stock Exchange, and also received a listing on the Moscow Exchange.

Notes