Inside Information / Operations of the issuer (acquisitions, sales...)

Contact

Investor Relations: Arthur Carli – +33 (0)1 47 17 24 65 – acarli@axway.com

Press release

Paris, August 23, 2024

Axway successfully completes its capital increase by way of a rights issue for an amount of approximatively €131 million

→ Strong success of the capital increase, with a 123% subscription rate → 99% of subscription rights were exercised → Net proceeds expected to finance part of the purchase price of Sopra Banking Software's activities → Successful completion of the last milestone prior to the closing of the acquisition of Sopra Banking Software, expected on September 2, 2024

Axway (the “Company”) announces today the success of its capital increase with preferential subscription rights for an amount, issue premium included, of approximately €131m (the “Capital Increase”), the proceeds of which will be used to finance part of the purchase price of Sopra Banking Software's activities for an amount of €330m. The closing of the acquisition is expected on September 2, 2024.

Patrick Donovan, Axway's Chief Executive Officer, said: 

“I would like to deeply thank our shareholders as well as new investors who have joined us through this capital increase for their trust. We have appreciated the strong positive response from our investors illustrated by a high subscription in support of the bringing together of Axway and Sopra Banking Software.  We now look forward to opening this new chapter of our history and working together with the team at Sopra Banking Software to make this combination the great success we all expect it to be.” Results of the Capital Increase 

The gross proceeds of the Capital Increase (including the issue premium) amount to €130,612,811.70 and result in the issuance of 8,112,597 new shares, equivalent to approximately 37.5% of the current share capital, at a subscription price of €16.10 per new share.

Following the subscription period from July 26 through August 20, 2024 (included), total demand amounted to approximately €160.2m, representing a subscription rate of 123%:

-          8,015,634 new shares have been subscribed on an irreducible basis and represent approximately 99% of the new shares to be issued;

-          Demand on a reducible basis amounted to 1,933,946 new shares and will therefore only be partially allocated, in the amount of 96 963 new shares allocated according to a coefficient of 0.024661599170833222340776 calculated according to the number of rights submitted in support of irreducible subscriptions without resulting in an allocation of fractions of new shares and without the allocation being greater than the number of new shares requested on a reducible basis.

The issue, settlement and delivery of the new shares and admission of trading on Euronext Paris are expected to take place on August 27, 2024. They will be immediately fungible with the Company's existing shares and will be traded under the same trading line and under the same ISIN code FR0011040500.

The Capital Increase was conducted by a syndicate of banks including Crédit Agricole CIB and Société Générale as joint global coordinators and joint bookrunners.

King & Spalding acted as legal advisor to the Company and Gide Loyrette Nouel as legal advisor to the joint global coordinators and joint bookrunners.

As a result of the Capital Increase, the Company’s share capital will be comprised of 29,746,194 shares with a nominal value of 2 euros each, representing a share capital of €59,492,388.

Sopra GMT, that committed, irrevocably, (i) to subscribe, on an irreducible basis, to the Capital Increase by exercising all of its preferential subscription rights, including those acquired from Sopra Steria Group, representing a total of approximately 52.8% of the Capital Increase and (ii) to subscribe for new shares not subscribed at the end of the subscription period (either on an irreducible or on a reducible basis), in order to ensure that all new shares are subscribed, will hold 12 ,403,885 shares after the Capital Increase, representing 41.7% of the Company’s share capital and 41.0% of theoretical voting rights ^([1]).

Sopra Steria Group will hold 3,293,637 shares after the Capital Increase, representing 11.1% of Axway’s share capital and 16.0% of theoretical voting rights⁽¹⁾. 

Patrick Donovan, the Company’s CEO, that indicated his intention to exercise all his preferential subscription rights, will hold 208,386 shares after the Capital Increase representing 0.7% of the Company share capital.

Lock-up commitments

Axway has committed to a lock-up period ending 180 calendar days following the settlement and delivery date of the new shares, subject to certain customary exceptions.

Patrick Donovan, Chief Executive Officer of the Company, Sopra GMT and Sopra Steria Group have committed to a lock-up period ending 180 calendar days following the settlement and delivery date of the new shares, subject to certain customary exceptions.

Availability of the Prospectus

Copies of the French language Prospectus approved by the AMF on July 22, 2024 under number 24-328, comprising and (i) the 2023 universal registration document filed with the AMF on March 25, 2024 under number D.24-0175 (Document d'Enregistrement Universel 2023), (ii) its amendment filed with the AMF on July 22, 2024 under number D.24-0175-A01 (Amendement au Document d'Enregistrement Universel 2023), and (iii) a securities note (Note d'Opération) (including the summary of the Prospectus) is available free of charge from the Company's registered office, PAE Les Glaisins - 3 rue du Pré Faucon, Annecy-le-Vieux - 74940 Annecy, France, as well as on the website of Axway Software (www.investors.axway.com/fr) and the AMF (www.amf-france.org).

Risk factors

Investors’ attention is drawn by Axway Software to chapter 2.1 "Risk Factors" of the 2023 universal registration document filed with the AMF on March 25, 2024 under number D. 24-0175, to chapter 3 "Risk Factors" of its amendment filed with the AMF on July 22, 2024 under number D.24-0175-A01 and to section 2 "Risk factors related to the offering" of the securities note.

About Axway 

Axway enables enterprises to securely open everything by integrating and moving data across a complex world of new and old technologies. Axway’s API-driven B2B integration and MFT software, refined over 20 years, complements Axway Amplify, an open API management platform that makes APIs easier to discover and reuse across multiple teams, vendors, and cloud environments. Axway has helped over 11,000 businesses unlock the full value of their existing digital ecosystems to create brilliant experiences, innovate new services, and reach new markets.

About Sopra Banking Software 

Sopra Banking Software (SBS) is a global financial technology company that is helping banks and the financial services industry to reimagine how to operate in an increasingly digital world. SBS is a trusted partner of more than 1,500 financial institutions and large-scale lenders in 80 countries worldwide. Its cloud platform offers clients a composable architecture to digitize operations, ranging from banking, lending, compliance, to payments, and consumer and asset finance. SBS is recognized as a Top 10 European Fintech company by IDC and as a leader in Omdia’s Universe: Digital Banking Platforms. 

Disclaimer

This document may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan.

This document does not constitute a public offer, an offer to purchase or an intention to solicit the interest of the public for a public offering of any securities.

The distribution of this document in these and certain other countries may be restricted by law. The persons into whose possession this document comes should inform themselves about and observe any such restrictions.

This document is an advertisement and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and the Council of June 14^th, 2017 (as amended, the “Prospectus Regulation”).

Potential investors are advised to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities.  

The approval of the Prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

This document does not constitute an offer to sell or the solicitation of an offer to buy the securities of Axway Software in the United States or in any other jurisdiction.  

The securities referred to herein may not be offered or sold in the United States or to US persons unless such securities are registered under the US Securities Act of 1933 ("U.S. Securities Act"), as amended, or an exemption from the registration requirements of the Act is available. Axway Software shares have not been and will not be registered under the U.S. Securities Act and Axway Software does not intend to undertake a public offering of its securities in the United States.

With respect to the member states of the European Economic Area (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public (as defined in the Prospectus Regulation) of the securities requiring a publication of a prospectus in any Relevant Member State, other than France. As a result, the new or existing shares of Axway Software may not be offered and will not be offered in any Relevant Member State other than France, except (i) to any legal entity which is a qualified investor as defined under the Prospectus Regulation, (ii) to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Regulation) as permitted under the Prospectus Regulation; or (iii) in any other circumstances not requiring Axway Software to publish a prospectus as provided under Article 1(4) of the Prospectus Regulation and/or regulations applicable in the Relevant Member State, provided that such an offer of new or existing shares in Axway Software does not give rise to an obligation for Axway Software to publish a prospectus pursuant to Article 3(1) of the Prospectus Regulation or a prospectus supplement pursuant to Article 23 of the Prospectus Regulation.

In the United Kingdom, this document does not constitute an approved prospectus for the purpose of and as defined in section 85 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”), has not been prepared in accordance with the Prospectus Rules issued by the UK Financial Conduct Authority (the “FCA”) pursuant to section 73A of the FSMA and has not been approved by or filed with the FCA or any other authority which would be a competent authority for the purposes of the Prospectus Regulation. The new and existing shares in Axway Software may not be offered or sold and will not be offered or sold to the public in the United Kingdom (within the meaning of sections 85 and 102B of the FSMA) save in the circumstances where it is to be lawful to do so without an approved prospectus (within the meaning of section 85 of the FSMA) being made available to the public before the offer is made. This document is for distribution in the United Kingdom only to persons who (i) have professional experience in matters relating to investments falling within section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within sections 49(2)(a) to (d) (“high net worth companies, corporate, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons otherwise permitted by law to receive it (all such persons together being referred to as “Relevant Persons”). In the United Kingdom this document is directed only at Relevant Persons and must not be distributed to, acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available in the United Kingdom only to Relevant Persons and will be engaged in only with Relevant Persons.

This document is not, and under no circumstances is it to be construed as, a prospectus, offering memorandum, advertisement or an offer to sell or solicitation of an offer to buy any of the securities referred to herein in Canada. Any offering in Canada will be made on a private placement basis only to purchasers who subscribe for or acquire offered shares or rights, or are deemed to subscribe for or acquire them, for their own account and are “accredited investors”, within the meaning of National Instrument 45106 – Prospectus Exemptions or subsection 73.3 (1) of the Securities Act (Ontario).

The release, publication or distribution of this document in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this document is released, published or distributed must inform themselves about and comply with such laws or regulations.

Any decision to subscribe for or purchase the shares or other securities of Axway Software must be made solely based on information publicly available about Axway Software. Such information is not the responsibility of Crédit Agricole Corporate and Investment Bank and Société Générale and has not been independently verified by Crédit Agricole Corporate and Investment Bank and Société Générale.

Forward-looking statements

This document contains certain forward-looking statements about Axway Software and its subsidiaries. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and anticipated results as well as events, operations, future services or product development and potential or future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends,” “estimates,” “anticipates,” “projects,” “seeks,” “endeavors,” “strives,” “aims,” “hopes,” “plans,” “may,” “goal,” “objective,” “projection,” “outlook” and similar expressions. Although the management of Axway Software believes that these forward-looking statements are reasonably made, investors and holders of the group’s securities are cautioned that these forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors, a large number of which are difficult to predict and generally outside the control of Axway Software, that may cause actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by these forward-looking statements. These risks and uncertainties include those developed or identified in any public documents approved by the French financial markets authority (the Autorité des marchés financiers – the “AMF”) made or to be made by the group, in particular those described in Chapter 2.1 “Risk Factors” of the 2023 universal registration filed with the AMF under number D. 24-0175 on March 25, 2024 and in Chapter 3 of the amendment to the 2023 universal registration document filed with the AMF under number D. 24-0175-A01 on July 22, 2024. These forward-looking statements are given only as of the date of this document and Axway Software expressly declines any obligation or commitment to publish updates or corrections of the forward-looking statements included in this document in order to reflect any change affecting the forecasts or events, conditions or circumstances on which these forward-looking statements are based. Any information relating to past performance contained herein is not a guarantee of future performance. Nothing herein should be construed as an investment recommendation or as legal, tax, investment or accounting advice.