ATOSS Software SE: Planned Private Placement of ATOSS Software Shares by AOB Invest and General Atlantic Intended to Strengthen the Free Float and Liquidity of the Stock

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION COULD BE UNLAWFUL. OTHER PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

ATOSS Software SE (‘ATOSS Software’) has been informed by its two largest shareholders AOB Invest GmbH (‘AOB Invest’), a company owned by Andreas Obereder, the CEO and Founder of ATOSS Software, and General Atlantic Chronos GmbH (‘General Atlantic’), that they intend to sell shares of ATOSS Software for a total of approximately €130 million in a private placement by way of an accelerated bookbuilding process with institutional investors (“the Placement”). AOB Invest and General Atlantic plan to sell shares in equal parts.

In connection with the Placement, AOB Invest and General Atlantic have informed ATOSS Software of their intention to settle the forward purchase and sale agreement entered between the two parties on June 30, 2023, in which c. 5% of the shares in ATOSS Software will be transferred from AOB Invest to General Atlantic at a pre-agreed price (the “Forward Purchase and Sale Agreement”). General Atlantic also informed ATOSS Software that it primarily intends to use the net proceeds from the Placement to finance the settlement of the Forward Purchase and Sale Agreement.

Following the successful completion of the Placement and the settlement of the Forward Purchase and Sale Agreement, AOB Invest will remain the largest shareholder in ATOSS Software with shareholdings of c. 22% (previously 30.000028%) and General Atlantic will increase its position to c. 22% (previously 19.99%). The successful completion of the Placement will increase the free float and thus likely benefit liquidity of the ATOSS Software stock as well as broaden the institutional investor base.

Andreas Obereder, owner of AOB Invest and CEO of ATOSS Software, commented, “By expanding the free float, thereby increasing liquidity, we are laying a strong foundation for ATOSS Software’s growth and a potential MDAX entry in the future. As the largest shareholder, I remain deeply committed to ATOSS Software.”

“This strategic move should enhance the liquidity of ATOSS Software’s shares while increasing our direct shareholding in the company,” said Jörn Nikolay, Advisory Director at General Atlantic. “We remain excited about the strong secular trends in the workforce management market and ATOSS Software’s continued strong performance. We have built a trusted relationship with the ATOSS Software management team and look forward to supporting them in the years to come.”

AOB Invest and General Atlantic have agreed to a 180-day lock-up period following completion of the transaction. Both parties also informed ATOSS Software that they will also stay committed to the 4-year lock-up, entered into in June 2023, prohibiting each party to dispose the majority of their shareholding without the consent of the other party, underlining the long-term commitment to ATOSS Software.

Important Notice
This announcement may not be released, published or distributed, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or any other jurisdiction where such publication could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this announcement or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of ATOSS Software SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In member states of the European Economic Area, the placement of securities described in this announcement is directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation), as amended.

In the United Kingdom, the placement of securities described in this announcement is directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, and who are persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). This announcement must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

Upcoming dates:
October 23, 2024 Publication of the 9-monthly financial statements

ATOSS
ATOSS Software SE is a provider of technology and consulting solutions for professional workforce management and demand-optimized workforce deployment, Whether time & attendance management, mobile apps, workforce forecasting, sophisticated workforce scheduling or strategic capacity and requirement planning, ATOSS has just the right solution – both in the cloud and on-premises, The modular product families feature the highest level of functionality, technology and platform independence, With around 15,600 customers in 50 countries, ATOSS workforce management solutions make a measurable contribution to increased value creation and competitiveness, At the same time, they ensure greater planning fairness and satisfaction at the workplace, Customers include companies such as Barry Callebaut, C&A, City of Munich, Decathlon, Deutsche Bahn, Lufthansa, OBI, Primark, Sixt and W,L, Gore & Associates, Further information: www.atoss.com

ATOSS Software SE
Christof Leiber / CFO
Rosenheimer Straße 141 h,
D-81671 Munich
Tel.: +49 (0) 89 4 27 71 – 0
Fax: +49 (0) 89 4 27 71 – 100
investor.relations@atoss.com