Sopra Steria

Clarification of the Group's Strategy and Plan to Focus on Digital Services and Solutions - Seite 2

The contemplated disposal would be completed for an enterprise value of €330m.

Axway Software has announced its intention to finance part of the contemplated transaction through a capital increase with preferential subscription rights attached (rights issue). Sopra Steria would not subscribe to the rights issue but would sell all of its rights to Sopra GMT who indicated its intention, as part of the capital increase, to exercise its rights and those acquired from Sopra Steria, and to commit to subscribe any shares that would remain unsubscribed at the end of the allocation process.

As part of this project, Sopra Steria intends to sell 3.619 million of Axway shares out of the 6.914 million shares that it currently holds to Sopra GMT. This sale would be completed at a price of €26.5 per Axway share, for an amount of €95.9m, which represents a 4.7% premium on Axway’s 6-month VWAP and a 2.9% discount on Axway’s 3-month VWAP.

The valuation of Sopra Banking Software’s activities (€330m enterprise value) and the Axway price per share (26.5€ per share) will be reviewed by an independent expert (Crowe HAF).

After these transactions, taking into account the capital increase of Axway and the sale by Sopra Steria to Sopra GMT of its preferential subscription rights, Sopra Steria would remain a shareholder of Axway with a stake of around 11% and would benefit from Axway’s value creation through its residual shareholding. In addition, a new strategic partnership between the two companies would be established.

At Sopra GMT level, Sopra Steria’s reference shareholder with 19.6 % of its share capital, the financing of these operations would be ensured by a capital increase reserved to a financial minority partner (One Equity Partners), with whom Sopra GMT is in advanced discussions to conclude a binding agreement¹. Sopra GMT affirms its commitment and support to the success of Sopra Steria’s enterprise project. Sopra Steria’s capital structure remains unchanged.

The estimated accounting impacts on Sopra Steria include (i) a slight accretion on its operating margin rate on an annual basis and (ii) a decrease of its net financial debt by at least €425.9m and a stronger investment capacity to pursue its growth strategy, including through acquisitions, with strict financial discipline.

Sopra Steria granted exclusive rights to Axway and Sopra GMT to negotiate these transactions. At the end of these negotiations, the conclusion of binding agreements between Sopra Steria, Axway and Sopra GMT will remain subject to the approval of the boards of directors of the three companies, based on the reports of the independent experts, that will take place after information and consultation procedures with the employee representative bodies of the entities in question.