10 June 2025
Reference is made to SoftwareOne Holding AG's ("SoftwareOne") recommended
voluntary share and cash offer for all issued and outstanding shares in Crayon
Group Holding ASA ("Crayon") (the "Offer"), as further set out in the combined
offer document and prospectus for the offer and secondary listing of
SoftwareOne's shares on Euronext Oslo Børs, dated 14 March 2025, as supplemented
(the "Prospectus"), and the settlement notification made earlier today on 10
June 2025 (the "Settlement Notification").
As described in the Settlement Notification, the final closing conditions for
the Offer "Listing Approval" and "Regulatory Approvals" have been satisfied.
Settlement of the Offer is expected to take place on or about 2 July 2025.
As previously announced, the Offer was accepted for a total of 75,749,590 Crayon
shares, which, taken together with the 1,681,025 Crayon shares already owned by
SoftwareOne and the 4,578,588 underlying Crayon shares from a total return swap
(TRS) agreement, equals approximately 91.6% of the total issued and outstanding
share capital and voting rights in Crayon.
Following completion of the Offer, SoftwareOne will own [82,009,203] shares in
Crayon, representing approximately 91.6% of the outstanding share capital and
voting rights, and thereby cross the mandatory notification threshold of 90% set
out in section 4-2 of the Norwegian Securities Trading Act.
This information is subject to the disclosure requirements pursuant to section
4-3 cf. section 4-2 (1) of the Norwegian Securities Trading Act.