RS2 Software plc - Barclays to Acquire Significant Shareholding

Friday, August 30th, 2013

On 30 August, RS2 Software plc announced that the major European Bank, referred to in recent announcements, interest in acquiring a significant stake in RS2 Software plc is Barclays Bank plc – a major global financial services provider engaged in personal banking, credit cards, corporate and investment banking and wealth and investment management. Barclays has a long-established history and expertise in banking, with operations across more than 50 countries and employs approximately 140,000 people.

The announcement also explained that Barclays agreed to acquire 4,250,000 RS2 shares (equivalent to 10% of the issued share capital) from Information Technology Management Holding Limited (ITM) at a pre-agreed price of €1.22 per share. This agreement is part of a wider transaction for Barclays to acquire up to 20% of RS2 through a combination of the shares to be acquired through the agreement with IT as well as other shares listed on the Malta Stock Exchange.

The agreement is subject to a number of conditions namely that certain changes are made to the Memorandum and Articles of Association (MAA) of the Company and a Barclays representative is appointed to the Board of Directors. In this respect, an Extraordinary General Meeting (EGM) is being held on 2 October 2013 asking shareholders for approval of the said changes to the MAA.

The announcement also revealed that the recently announced GBP8.5 million licence agreement was also concluded with Barclays. In view of the timing considerations of the EGM, the right of termination for convenience under the Licence Agreement has been extended from 30 August to 14 October 2013 but this termination can now only be exercised in the event that the conditions of the transaction are not met.

In conclusion, the Directors stated that this relationship between Barclays and RS2 represents a significant and positive strategic development for RS2.

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