AROBS announces the publication of the prospectus for the share capital increase through which it aims to raise approximately 32.5 million euros

AROBS Transilvania Software (BVB: AROBS), the largest technology company listed on the Bucharest Stock Exchange, announces the publication of the prospectus regarding the share capital increase. The group will offer a maximum of 174,258,721 new shares to investors. The operation started on June 3, 2024.

“At AROBS, we aim to build a future where technology is the engine of progress and innovation. This capital increase represents a key step in our growth strategy, which targets continuing our geographic expansion and consolidating our product and service portfolio. Through the capital raised in this operation, we will accelerate the acquisition process of companies with strong synergies, which will complement our vision and support us in our mission to transform the activity of local and global companies in various industries through technology. We are thrilled about the opportunities opened up by this capital increase, and we aim to bring international financial institutions, as well as pension funds and local fund managers, into the group’s shareholding. These investors bring valuable expertise and a long-term perspective, which are essential for a rapidly expanding technology company, attributes that complement the substantial financial resources raised by the company. We believe their presence in AROBS’s shareholding will significantly contribute to achieving our ambitious goals and creating a solid foundation for the future”, stated Voicu Oprean, founder and CEO of AROBS.

The share capital increase will take place in two stages. The first stage, which will take place between June 3, 2024, and July 4, 2024, will involve the exercise of preference rights by their holders. The preference rights will not be traded on the Bucharest Stock Exchange. Therefore, investors can choose to subscribe based on preference rights or not to carry out any transaction. To subscribe for 1 new AROBS share, investors need 5 preference rights.

Investors who hold preference rights and participate in the first stage of the share capital increase will subscribe exclusively at the price of 0.93 lei per share. However, this does not mean that the final subscription price for these investors will be 0.93 lei. The final price will be determined after the second stage of the share capital increase, the private placement, which will be addressed to local and international institutional investors. The private placement will commence on July 8, 2024, and is expected to be completed on or around July 10, 2024. Following the closing of the private placement, the company will inform the market about the final price at which the shares will be offered to investors.

Therefore, the final price will be determined in the classic book-building process carried out in the private placement, but the investors in the first stage will pay either the same price or a lower price than the investors in the second stage. For investors in the first stage, if the final subscription price is lower than 0.93 lei, the difference will be returned directly to their trading accounts.

The maximum amount that AROBS can raise within the share capital increase operation is approximately 32.5 million euros. The capital raised will support the continuation of AROBS’ growth strategy through acquisitions of new companies and organic growth. Thus, the amounts raised in the capital increase, together with other potential sources of financing, will be used for the development and consolidation of the group.

AROBS aims to use the raised funds to acquire companies that demonstrate synergies and are easy to integrate into its culture, with a solid client portfolio and EBITDA, and to expand in Europe, North America, and Asia.

AROBS is currently analyzing several potential acquisition targets, with an aggregate turnover of around 18.4 million euros and an approximate 2023 EBITDA margin in line with that of the Group. The targeted companies operate in software services, fleet management software products, and business solutions. The targeted geographic areas are Romania, Germany, Austria, Switzerland, Turkey, the UK, and Serbia.

AROBS also intends to use a reduced share of the funds raised for working capital to support organic growth and generate new greenfield products/solutions.

Regarding the Group’s activity in 2024, AROBS will focus on integrating the group’s entities, a process that, in some cases, will also include the absorption of acquired entities. This will simplify the group’s structure, facilitate operations between companies, reduce costs and redundant functions, and maximize synergies.