QPR Software Plc to publish a prospectus concerning a


QPR Software Oyj                                      Stock Exchange Release 19 May 2022                                        at 16:30

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

Earlier today on 19 May 2022, QPR Software Plc (the “Company”) announced that it will commence a Rights Offering, in which the Company issues up to 4,010,458 new shares in the Company (the “Offer Shares”) primarily to the Company’s existing shareholders in proportion to the number of shares they hold in the Company and secondarily to the Company’s existing shareholders and other investors (the “Offering”). The subscription price is EUR 0.86 per Offer Share.

The Financial Supervisory Authority has today 19 May 2022 approved the Finnish language EU Recovery prospectus (the “Prospectus”) drawn up in conjunction with the Offering. The Prospectus will be made available on the Company’s website at www.qpr.com/fi/yritys/merkintaoikeusanti today 19 May 2022. The Prospectus will also be made available on the website of Evli Plc, the lead manager of the Offering, at www.evli.com/en/qpr on or about this day 19 May 2022.

The subscription period for the Offering will commence on 27 May 2022 at 10:00 a.m. Finnish time and expire on 10 June 2022 at 16:30 p.m. Finnish time (the “Subscription Period”) (unless the Subscription Period is extended).

The subscription rights are freely transferable, and they will be subject to trading on the official list of Nasdaq Helsinki Ltd from 10:00 a.m. Finnish time on 27 May 2022 to 18:30 p.m. Finnish time on 6 June 2022 (unless the Subscription Period is extended). The ISIN code of the subscription rights is FI4000523204 and the trading symbol is “QPR1VU0122”.

The lead manager of the Offering is Evli Plc. The legal adviser to the Company is Castrén & Snellman Attorneys Ltd and the communications adviser to the Company is Viestintätoimisto Bravura Oy.

Further information:

QPR Software Oyj
Jussi Vasama
CEO
Tel. +358 50 380 9893

QPR Software Plc (Nasdaq Helsinki) provides process mining, performance management and enterprise architecture solutions for digital transformation, strategy execution, and business process improvement in over 50 countries. QPR software allows customers to gain valuable insights for informed decisions that make a difference.

Dare to improve. www.qpr.com

DISTRIBUTION
Nasdaq Helsinki
Principal media
www.qpr.com

IMPORTANT INFORMATION

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore, Japan or New Zealand. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order

”) or (iii) high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The Lead Manager is acting exclusively for the Company and no one else in connection with the potential Offering. It will not regard any other person as its respective client in relation to the Offering. The Lead Manager will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the Offering or any transactions or arrangements referred to herein.

This release includes “forward-looking statements”. Such statements are not necessarily based on historical facts, but they are statements concerning future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the Offering identify certain of these forward-looking statements. Other forward-looking statements can be identified from the context in which such statements have been made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial position of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.

QPR Software Oyj



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