RS2 Software plc - Initial Public Offering

RS2 Software plc published a prospectus on 16 May 2008 in connection with a Combined Offering of 12,500,000 shares of a nominal value of €0.20 each at a price of €0.80 per share, valuing the company at €30 million. The Combined Offering is made up of an Offer of 7,500,000 shares by Information Technology Management Holding Limited (the majority shareholder) and an Issue of 5,000,000 shares by the Company. Bank of Valletta plc agreed to underwrite up to a maximum of 5,000,000 shares.

Following the Initial Public Offering, Information Technology Management Holding Limited will hold 58.9% of the total issued share capital of RS2 amounting to 37,500,000 shares. CEO Mr Mario Schembri will have a 7.8% equity stake while the number of shares in public hands will amount to 33.3% of the total issued share capital. The two principal shareholders (ITM Holding Limited and Mario Schembri) have undertaken not to transfer or otherwise dispose of any of their remaining shares in RS2 during the next 24 months.

A preplacement exercise for up to a maximum of 50% of the combined offering (i.e. 6,250,000 shares) will take place on Thursday 5 June. Those shares not taken up during the preplacement in addition to the other 6,250,000 shares will be made available during the General Public Offering which opens on Monday 9 June and closes on Friday 13 June or earlier in the case of over-subscription. Applications to participate in the preplacement exercise must be for a minimum of 10,000 shares (€8,000) and in the General Public Offering the minimum application is of 2,000 shares (€1,600). RS2’s shares will be admitted to the Official List of the Malta Stock Exchange.

RS2 is a global provider of card payment solutions, IT consultancy and related services to international and domestic banks, service providers, retailers and other financial organisations. RS2 has focused on development and implementation of client/server based card payment solutions under the trade name BankWORKS