Share Issue/Capital Change • Jun 17, 2011
Share Issue/Capital Change
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AMSTERDAM, 16 June 2011 – Qurius announces that it has entered into a Standby Equity Distribution Agreement ('SEDA') for a € 10 million equity line with YA Global Master SPV Ltd ('Yorkville'), the investment fund managed by Yorkville Advisors LLC. This strengthening of capital will support the further cooperation between Prodware and Qurius. The extra funding will be used by Qurius to invest in high margin activities - as in line with Qurius' vision expressed in 2010 - and to support future working capital requirements and debt reduction.
Commenting on the SEDA agreement, Michiel Wolfswinkel, Chief Financial Officer of Qurius said:
"We are delighted to be announcing this standby arrangement for funds up to € 10 million. High margin products and solutions are our future. This facility enables us to speed up our investments in the development of such high margin activities without recourse to our operational cash flows."
Brian Kinane, Yorkville's Managing Director adds: "At Yorkville, we share the belief of Qurius that the future of technology solution delivery will be better achieved through the combination of cloud computing and products. We hope that our financing capabilities will assist Qurius in achieving its strategic objectives"
The SEDA with Yorkville further strengthens the strategic alliance between Qurius and Prodware. This alliance proceeds very well as Qurius and Prodware are materializing a number of joint synergy opportunities - such as joint engagement in client propositions, joint development activities, reselling best of breed products and sharing resources. Within two weeks the presidents of both companies will announce a major next step in the partnership.
The SEDA enables Qurius to intensify the development of front end applications based on Qurius' existing customer expertise in defined mid market verticals. Successful projects in this domain are undertaken already, and can now be accelerated. Solutions that will be developed with the now available additional funding will also be sold and distributed through the Qurius global alliance. The SEDA also allows Qurius to reposition its existing loan facility with NIBC.
Under the terms of the SEDA, Qurius - at its sole discretion - has the right, not the obligation, to place shares, with Yorkville over a period of up to three years. The shares issued by Qurius will be at a 3% discount to the prevailing market price during the ten trading days pricing period of each draw down (following the draw down request). Qurius may also set a minimum price for each draw down. The maximum advance that may be requested is 200% of the average daily trading volume of the Qurius shares (denominated in Euro) of the ten trading days prior to the draw down request, or € 200.000, whichever is higher. The facility may be drawn down upon once every ten trading days.
Yorkville will receive an implementation fee of € 300.000 for the provision of this SEDA facility, which will be payable on or before October 1, 2011 either in cash or from the proceeds of the first drawn down under the facility. Furthermore, Yorkville will receive a 3% commission on each draw down.
Qurius intends to use the exemption provided by paragraph 2 of article 53 of the Exemption regulation of the Financial Supervision Act (Vrijstellingsregeling Wft, art. 52 lid 2), that allows for issuing shares for an aggregate amount of up to € 2.5 million during a period of 12 months. The shares will be issued under the authority granted by shareholders meeting of Qurius to issue up to 10% of the issued share capital of the company for general purposes, while pre-emption rights from existing shareholders will be excluded.
End of press release
Qurius provides IT solutions: design, architecture, infrastructure, implementation and system management of Microsoft-based business and IT solutions. From our head office in Zaltbommel we serve clients throughout Europe, including Belgium, Germany, Austria, The Netherlands, Spain, the United Kingdom and the Czech Republic. In 2010, we openly communicated our objective of achieving 100% sustainable operations by 2014. In this way, we want to become the leading European organisation in sustainable IT. We work with clients and partners who are equally ambitious and have the same sustainability objectives. Qurius has been listed on the Euronext Amsterdam since 1998. For more information visit www.qurius.nl
Qurius NV, Geerd Schlangen, Director Corporate Communications, g.schlangen
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