RS2 Software plc - Issue of Preference Shares

On 23 February 2021, RS2 Software plc published a Prospectus announcing the issuance of up to 28,571,400 preference shares at an offer price of €1.75 per preference share to be admitted to the Official List of the Malta Stock Exchange.

RS2 is a provider of global omni/multi-channel payment solutions and technologies for issuers and acquirers. For over 30 years, the company has been providing acquiring and processing services to a wide range of customers such as banks, large financial institutions, integrated software vendors (“ISVs”), payment facilitators (“PayFacs”), payment service providers (“PSPs”), independent sales organisations (“ISOs”), and merchants throughout Europe, North America, Latin America (“LATAM”), Asia Pacific (“APAC”) and the Middle East. Its clients provide services for numerous merchants, small and medium-sized entities (“SMEs”) as well as large enterprises, using RS2’s flagship in-house platform ‘BankWORKS®’ in various countries across the globe. BankWORKS® is a single global platform built on the latest technology deployed on the cloud that provides worldwide, scalable and agile solutions covering more than 180 transaction currencies and settling in more than 80 currencies.

Amount of Preference Shares on Offer:

Up to 28,571,400 preference shares

Offer Price:

€1.75 per share

Reasons for the Offer:

The net proceeds from the offer of sale of the new preference shares (estimated at approximately €49 million) will enable RS2 to position itself as a fully integrated payment service provider reflecting the robust foundations from the market side as well as the demand from the current client base to serve as an impetus for future growth. Furthermore, the company will continue investing in innovation and research and development to cement its position as one of the leading global processing platforms as well as provide better solutions that meet client needs.

Availability for Subscription:

The new preference shares will be available for subscription as follows:

  1. an amount not exceeding 14,285,700 preference shares is reserved for subscription by Financial Intermediaries through an ‘Intermediaries’ Offer’;
  2. the remaining balance of 14,285,700 preference shares, together with any number of preference shares not taken up during the ‘Intermediaries’ Offer’, will be made available for subscription by:
  • RS2 ordinary shareholders as at close of trading on 17 February 2021, as well as RS2 employees as at 19 February 2021, who together will be considered as ‘Preferred Applicants’; and
  • the general public.

In determining the allocation policy, RS2 will be giving preference to ‘Preferred Applicants’.

Minimum Subscription Amounts:

Applications with respect to the ‘Intermediaries’ Offer’ will be subject to the underlying applications being for a minimum of 150,000 preference shares (equivalent to €262,500) and in multiples of 100 preference shares (equivalent to €175) thereafter. Applications by ‘Preferred Applicants’ and the general public will be subject to a minimum of 1,000 preference shares (equivalent to €1,750) and in multiples of 100 preference shares (equivalent to €175) thereafter.

Offer Period:

‘Preferred Applicants’ using Application Form ‘A’ and the general public using Application Form ‘B’ may subscribe for the new preference shares between 08:30 hours on 3 March 2021 and 12:00 hours on 30 March 2021, or such earlier date as may be determined by the company in case of oversubscription.

Subscription agreements with respect to the ‘Intermediaries’ Offer’ may be submitted by Financial Intermediaries by latest 14:00 hours on 17 March 2021.

Listing:

The new preference shares are expected to be admitted to the Official List of the Malta Stock Exchange with effect from 16 April 2021 and trading in the shares is expected to become possible on 19 April 2021.

Download:

RS2 Software plc – Preference Share Offer Fact Sheet

RS2 Software plc – Prospectus dated 19 February 2021

RS2 Software plc – Preference Share Offer Slide Show

‘Understanding preference shares’ – Financial Article by Edward Rizzo

‘RS2 expects revenue to exceed €100 mln by 2023’ – Financial Article by Edward Rizzo

Disclaimer:

The value of investments may increase as well as decrease and past performance is not an indication of future performance. RS2 Software plc is subject to a number of risks pertaining to the nature of its businesses. Prospective investors are urged to read the ‘Risk Factors’ found in the Prospectus dated 19 February 2021. These are listed in Section 3 – ‘Risk Factors’ of the Registration Document found on pages 22 to 26, and in Section 2 – ‘Risk Factors’ of the Securities Note found on pages 94 to 96.

Prospective investors must also note that since the profit forecasts and the assumptions on which they are based relate to the future, they may be affected by unforeseen events. As such, the variation between forecasts and actual results may be material.

 

A copy of our investment research report containing our analysis and opinion on this new preference share issue will be available through our fee-based Research Portal. Should you be interested in subscribing to our Research Portal, kindly send us an email on researchportal@rizzofarrugia.com to obtain a copy of the Subscription Agreement containing our ‘Terms of Use’.

This webpage has been prepared based on the Prospectus dated 19 February 2021 issued by RS2 Software plc and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with respect to the accuracy of the data. This webpage is for information purposes only. It is NOT intended to be and should NOT be construed as an offer or solicitation to acquire or dispose of any of the securities or issues mentioned herein. Rizzo, Farrugia & Co. (Stockbrokers) Ltd accepts no responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this webpage.

Rizzo, Farrugia & Co. (Stockbrokers) Ltd is acting as Joint Sponsor to the preference share issue of RS2 Software plc.