SoftwareONE announces that it was informed about an accelerated bookbuilding process for the sale of shares by a number of shareholders

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION.

SoftwareONE has been informed that KKR, Raiffeisen Informatik, the heirs of Patrick Winter and Beat Curti have launched a sale of a total of up to 16,000,000 SoftwareONE shares (approximately 10%) by way of an accelerated bookbuilding process starting with immediate effect. The intended transaction is in line with the sell-down coordination agreed among the major shareholders in connection with SoftwareONE’s IPO in October 2019. Beat Curti is participating in such sale with a limited number of up to 3,000,000 shares and will continue to hold more than 10% of the share capital. With regards to such limited sale of shares by Beat Curti, the respective lock-up period has been waived by the bookrunners of the IPO.

The selling shareholders agreed to a 60-day lock-up subject to customary exceptions and consent by the joint bookrunners. In addition, the remainder of the SoftwareONE shares held by Beat Curti continue to be subject to the 12-month lock-up agreement entered into at the time of the IPO.

Credit Suisse AG, J.P. Morgan Securities plc, UBS AG and KKR Capital Markets Partners LLP are acting as joint bookrunners for the placement.

The result of the share offering will be announced after completion of the bookbuilding process. Following the settlement of the intended transaction, the founding shareholders Daniel von Stockar, Beat Curti and René Gilli will continue to jointly retain the largest stake in SoftwareONE.

About SoftwareONE

SoftwareONE is a leading global provider of end-to-end software and cloud technology solutions, headquartered in Switzerland. With capabilities across the entire value chain, it helps companies design and implement their technology strategy, buy the right software and cloud solutions at the right price, and manage and optimize their software estate. Its offerings are connected by PyraCloud, SoftwareONE’s proprietary digital platform, that provides customers with data-driven, actionable intelligence. With around 5,400 employees and sales and service delivery capabilities in 90 countries, SoftwareONE provides around 65,000 business customers with software and cloud solutions from over 7,500 publishers. SoftwareONE’s shares (SWON) are listed on SIX Swiss Exchange. For more information, please visit SoftwareONE.com. SoftwareONE Holding AG, Riedenmatt 4, CH-6370 Stans

IMPORTANT REGULATORY NOTICE

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein will be offered only to qualified institutional buyers in reliance on Section (4)(a)(1½) of the U.S. Securities Act of 1933, as amended, and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

In member states of the European Economic Area and in the United Kingdom, this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”), and does not constitute and shall not, in any circumstances, constitute an invitation to the public in connection with any offer or constitute any offer to the public, each within the meaning of the Prospectus Regulation. The offer and sale of the securities referred to herein will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. For these purposes, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended.. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”); any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. In the United Kingdom, any investment activity and the securities to which this announcement relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Credit Suisse AG, J.P. Morgan Securities plc, UBS AG and/or KKR Capital Markets Partners LLP (each, a “Joint Bookrunner”) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

In connection with the offering of the shares of SoftwareONE Holding AG (the “Shares”), each Joint Bookrunner and any of its respective affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition, each Joint Bookrunner or its respective affiliates may enter into financing arrangements and swaps with investors in connection with which any Joint Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggestthe risks (direct or indirect) which may be associated with an investment in the Shares. Any investment decision in connection with the Shares must be made solely on the basis of all publicly available information relating to the Shares (which has not been independently verified by the Joint Bookrunners).

The Joint Bookrunners are acting on behalf of the Selling Shareholder and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to clients of the Joint Bookrunners nor for providing advice in relation to any offering of the Shares.