Not for direct or indirect circulation, publication or distribution in or to the United States, Australia, Canada, South Africa or Japan or other jurisdictions in which the distribution or publication is illegal.
Schöneck, 19 October 2017 - GK Software AG (hereinafter referred to as "GK Software" or the "Company") hereby announces the successful issue of a convertible bond with a term that runs until October 2022 and a total nominal amount of EUR 15 million. The convertible bonds can initially be converted into 96,774 new or existing ordinary GK Software bearer shares. This corresponds to approx. 5.12% of the Company's issued share capital. The shareholders' subscription rights are excluded. The bond was three times oversubscribed.
The convertible bonds have a term of 5 years, are issued at 100% of their nominal amount and will pay a coupon of 3.00% p.a. The initial conversion price amounts to EUR 155.00, which corresponds to a conversion premium of approx. 21.4837% above the reference price (as of 18 October 2017).
The convertible bonds were exclusively offered to institutional investors outside the United States of America, Canada, Australia, South Africa and Japan or other countries where the offer or the sale of securities is subject to statutory restrictions. The convertible bonds will be issued by the Company on 26 October 2017 and are to be included in trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
GK Software AG intends to invest the net proceeds from the issue mainly in further growth; it is particularly planning investments in solutions for new market segments and customer groups, new technologies like artificial intelligence, machine learning and the Internet of Things (IoT) as well as complementary products. In addition, the Company is also aiming to use some of the funds for long-term financing for the recently completed acquisition of prudsys AG as well as for general corporate purposes.
ICF BANK AG acted as sole lead manager for the transaction.
NOT FOR DIRECT OR INDIRECT CIRCULATION, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR IN, OR TO PERSONS IN, OTHER JURISDICTIONS IN WHICH THE DISTRIBUTION IS ILLEGAL.
This communication is solely designed for information purposes and is not and does not contain any offer or invitation to sell or issue, or the solicitation of an offer to purchase or subscribe for, securities and does not form part of any such offer, invitation or solicitation and should not be interpreted as such. In the context of this transaction there has not been and will not be a public offer of the bonds. No prospectus will be prepared in connection with the offer of the bonds. The bonds may not be publicly offered in any jurisdiction under circumstances that require the issuer of the bonds to prepare or file a prospectus or an offer document for the bonds in the relevant jurisdiction.
The circulation of this communication and the offer and sale of the bonds may be legally restricted in certain jurisdictions. Persons who read this communication should obtain information about any such restrictions themselves and comply with them.
This communication does not represent an offer to sell or the solicitation of an offer to purchase securities in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, or under the laws of a state in the United States and may not be offered or sold in the United States without registration or valid exemption from registration or as part of a transaction for which the registration provisions of the Securities Act do not apply. The bonds will not be offered in the United States. This communication and the information that it contains may not be distributed in or forwarded to the United States or other jurisdictions in which the offer or the sale of the securities mentioned herein is prohibited under applicable law, and should not be sent to publications generally distributed in the United States. The bonds will be exclusively offered and sold outside the United States in reliance on "Regulation S" under the Securities Act.
To the extent that the offer cited in this communication is made in member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (a "Relevant Member State"), the offer will be exclusively directed at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For the purposes of this communication, the term "Prospectus Directive" means Directive 2003/71/EC (and any amendments to it, including Directive 2010/73/EU).
In the United Kingdom, this communication is only directed at professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (hereinafter referred to as the "Order") and high net worth companies within the meaning of Article 49(2) of the Order, and all persons to whom it may legally be distributed in any other way (these persons are jointly referred to as "Qualified Persons"). The bonds will only be available to Qualified Persons and each solicitation, offer or agreement to obtain, purchase or otherwise acquire such securities will only be issued to or made with Qualified Persons. Persons who are not Qualified Persons should not act with regard to or rely on this communication or its contents under any circumstances.
About GK Software AG
GK Software AG is a leading developer and provider of standard software for the retail sector, and currently counts 20 percent of the world's 50 largest retailers among its customer base. The company offers an extensive range of solutions for stores and enterprise headquarters as well as for the implementation of contemporary omni-channel retail concepts. Thanks to its open and platform-independent software solutions in the GK/Retail Suite, the company has established itself as one of the market's leading providers of technology and innovations. Its solutions enable retail chains with numerous stores to optimize their business processes and to benefit from significant potential for saving costs and implementing customer loyalty programs in order to improve their competitiveness. In addition to its own software solutions, GK Software AG also offers customers a comprehensive range of implementation and maintenance services. Having been acquired in 2013, AWEK GmbH and in 2015, the retail segment of DBS Data Business Systems Inc.
The company employs 944 members of staff (figures for 30 June 2017) across its headquarters in Schöneck (Germany) and other business locations in Germany, Czech Republic, Switzerland, South Africa, Russia and the USA. GK Software AG's customers include many well-known retailers from both Germany and beyond, including Galeria Kaufhof, Parfümerie Douglas, Coop (Switzerland), EDEKA, Hornbach, JYSK Nordic, Lidl, Loblaw, Migros, Netto Marken-Discount and Tchibo. The software is currently being used at 239,000 installations across approximately 41,700 stores in 40 countries. The company has grown rapidly in recent years and its sales revenues totaled EUR 77.3 million in 2016. Since launching the company in 1990, the two founders Rainer Gläß (CEO) and Stephan Kronmüller (deputy board member), together with the experienced management team, have shaped GK Software AG into a profitable company exhibiting strong growth.
Further information about the company: http://www.gk-software.com
GK Software AG
Dr. René Schiller
Phone: +49 (0)37464-84-264
Fax: +49 (0)37464-84-15
E-mail: [email protected]
19.10.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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