Noventiq [Softline Holding PLC / SFTL, US83407L2079] (Noventiq, the Group, or the Company), the Cyprus-registered global digital transformation and cybersecurity solutions and services provider headquartered in London and operating in almost 60 countries, announces its intention to re-domicile the company from Cyprus to the Cayman Islands. The transaction is conditional upon the passing of the Resolutions by Noventiq’s security holders (“Noventiq Securityholders”) at the General Meeting. The Board considers the Re-domiciliation to be in the best interests of the Company, and recommends that Noventiq Securityholders vote in favour of the Resolutions. Full details and the notices are published in the Investor Relations section of Noventiq.com
Rationale for the transaction
The Re-domiciliation follows the completion of the demerger of Softline Holding PLC’s (then) Russian operations and the re-branding of the former international business of Softline to Noventiq in October 2022.
The Board believes that the price of Noventiq’s listed GDRs is not a fair reflection of the value of the Noventiq Group and that there continues to be very limited trading volume in Noventiq GDRs on the London Stock Exchange, even following the successful completion of the demerger. Noventiq has been engaged in a longer-term process of evaluating options which may deliver greater value and liquidity to securityholders. Such options may include a listing of Noventiq on a stock exchange in the United States (by way of an initial public offering or business combination with an existing listed special purpose acquisition company). A number of public companies listed in the United States are domiciled in the Cayman Islands, and so the Board believes it is prudent to effect the Re-domiciliation now, in order to ensure that any future corporate transaction that Noventiq pursues can be completed in a timely manner and is structured in line with international investor expectations. The Board has not taken a decision whether to proceed with any transaction other than the Re-domiciliation. There is no certainty that such a transaction may proceed.
Following the demerger of the Russian business, the advantages associated with Cyprus have become less important to the Noventiq Group. The Re-domiciliation is therefore a natural and positive next step following the completion of the demerger and contributes to the development of Noventiq as a leading global digital transformation and cybersecurity provider.
The Re-domiciliation is not anticipated to result in any material impact on the operations of the Noventiq Group or the Noventiq Securityholders. Noventiq’s GDRs will remain listed and traded on the London Stock Exchange and Moscow Exchange immediately following completion of the Re-domiciliation, and there will be no changes in the share capital of Noventiq. The changes in the rights attaching to Noventiq Securities between Cayman and Cypriot company law are outlined in the shareholder circular which can be accessed in the Investor Relations section of Noventiq.com
