Planned issuance of SimCorp shares in connection with the acquisition of Italian software company APL Italiana S.p.A.
As announced earlier today in Company Announcement No. 27/2017, SimCorp has signed an agreement to acquire all shares in APL Italiana S.p.A. for a total enterprise value of EUR 35m. This includes EUR 10m in SimCorp shares. The purchasing price will be adjusted upwards with estimated EUR 3m upon closing of the agreement.
SimCorp hereby discloses additional information regarding the planned issuance of shares as part of the acquisition agreement:
SimCorp's issuance of new shares will be directed towards Carlo Alberto Spinicci, Lorenzo Cavalleri, and Ferrante Gaetani dell'Aquila d'Aragona, which in total will subscribe for SimCorp shares at the amount of EUR 10m.
The new shares will be subscribed for by contribution of shares in APL Italiana S.p.A. The subscription price will be determined as the market price of SimCorp's shares. The market price will be calculated based on the simple average of volume weighted average price of SimCorp’s shares on Nasdaq (Bloomberg VWAP for SimCorp referred to as "VWAP" and as defined by Bloomberg) during a period of five consecutive trading days starting on 30 June 2017. When the subscription price has been determined, the Board of Directors will make the decision to issue new shares, and SimCorp will announce the details of the decision, including the number of shares and the subscription price.
The new shares will be issued by SimCorp's Board of Directors pursuant to authority granted by SimCorp's shareholders at the extraordinary general meeting on 26 April 2017. The new shares will be issued against contribution in kind without any pre-emptive rights for SimCorp’s existing shareholders, and no person or entity other than the sellers of APL Italiana S.p.A. will participate in the private placement. The subscription price for the shares is payable by contribution of the shares in APL Italiana S.p.A. on the closing date, expected to be held on 1 August 2017 and no later than on 1 September 2017.
The new shares will carry the same rights as all other shares issued by SimCorp. The new shares will be freely transferable negotiable instruments and entitle the holder to receive dividend from the date of the issue. Under the terms of the share purchase agreement, the sellers of APL Italiana S.p.A. have accepted certain restrictions on the sale and transfer of the shares, including a lock-up period.
When the new shares have been issued upon expiry of the subscription period and after registration with the Danish Business Authority, an application for admission to trading and listing of the new shares on Nasdaq Copenhagen will be submitted. Registration with the Danish Business Authority is expected to take place on or around 1 August 2017 and the first trading day is expected to be shortly thereafter.
Since the issuance involves less than 10 per cent of SimCorp's shares, no prospectus will be prepared.
The new shares are issued under an agreement for SimCorp's acquisition of APL Italiana S.p.A., see SimCorp’s Company Announcement No. 27/2017 of today's same date for further details.
Klaus Holse, Chief Executive Officer, (+45 3544 8802, +45 2326 0000)
Søren Strøm, Chief Financial Officer (Interim), (+45 3544 6853, +45 2019 3144)
Anders Crillesen, Group External Communications Manager, (+45 3544 6474, +2779 1286)
About APL Italiana S.p.A.
APL Italiana S.p.A is a leading provider of investment and portfolio management software for the Italian insurance market based on its SOFIA platform. Founded in 1983, the company employs around 120 people with main office in Milan, and office locations in Trieste, Pistoia and Paris. For more information about APL Italiana S.p.A., please visit www.apl.it
Since 1971, SimCorp has been providing investment and portfolio management software and services to the world’s leading investment managers, asset managers, fund managers, fund administrators, pension funds, insurance funds and wealth managers. SimCorp’s advanced software provides global financial organizations with the tools they need to mitigate risk, reduce cost and enable growth. SimCorp is a global company, regionally covering all of Europe, North America and Asia Pacific. Listed on the NASDAQ OMX Nordic, SimCorp is dedicated to supporting the global investment management industry, its clients and its investors. For more information about SimCorp, please visit www.simcorp.com.
Company Announcement no. 28/2017