Notification pursuant to section 43 para. 1 WpHG
From:
GASC MGP, LLC
4211 Silverside Road, Tatnall Building, #104
Wilmington, Delaware, 19810, USA
To:
ATOSS Software AG
Rosenheimer Str. 141h
81671 München
Via fax to +49-4277158-265 and via email to investor.relations@atoss.com
Dear Sirs,
On July 3, 2023, GASC MGP, LLC, Wilmington, Delaware, USA (“GA”) notified you pursuant to sections 33 para. 1, 34 para. 1 of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) that GA holds, indirectly through the subsidiaries
- GASC GP, LLC;
- General Atlantic Partners, L.P.;
- GAP (Bermuda) GP Limited;
- GAP (Bermuda), L.P.;
- General Atlantic GenPar (Bermuda), L.P.;
- General Atlantic Partners (Bermuda) IV, L.P.;
- General Atlantic Coöperatief U.A.;
- General Atlantic Chronos B.V.; and
- General Atlantic Chronos GmbH
a total of 19.99% of the shares with voting rights in ATOSS Software AG (the “Company”).
Now, therefore, pursuant to section 43 para. 1 WpHG in conjunction with section 37 WpHG, we hereby notify you as follows:
- Objectives pursued with the acquisition of voting rights
- GA plans to support the Company in its current business strategy, in particular across ongoing key value creation initiatives, including further growth into international markets and expansion of the cloud business. Insofar, the investment is a long-term strategic investment. However, GA does not intend to change the Company’s current strategy.
Further, at some point in the future, and in accordance with the provisions of the agreement with AOB Invest GmbH, General Atlantic Chronos GmbH will consider selling shares, also for purposes of realizing trading profits. It is pointed out, however, that AOB Invest GmbH and General Atlantic Chronos GmbH have agreed that during a four-year standstill period they will only dispose of the majority of their shareholding with the consent of the other party.
- GA does currently not intend to acquire further voting rights directly or indirectly within the next twelve months by purchase or otherwise. For the purpose of completeness, it is clarified that under the agreements entered into between General Atlantic Chronos GmbH and AOB Invest GmbH, General Atlantic Chronos GmbH has a call option in respect of up to just under 5% of additional shares with voting rights in the Company, and is the counterparty (Stillhalter) to a respective put option of AOB Invest GmbH relating to the same shares with voting rights.
- The Company has committed to General Atlantic Chronos GmbH to convene an extraordinary general meeting and to propose an amendment to the articles of association providing for the enlargement of the supervisory board of the Company from three to four members, with AOB Invest GmbH being granted an appointment right (Entsenderecht) with respect to the fourth member of the supervisory board. AOB Invest GmbH and General Atlantic Chronos GmbH have mutually agreed to approve this amendment to the articles of association. AOB Invest GmbH has also undertaken to exercise the appointment right (Entsenderecht) to the supervisory board as instructed by General Atlantic Chronos GmbH. General Atlantic Chronos GmbH plans to fill the additional position with Mr. Jörn Nikolay, Managing Director at General Atlantic in Munich.
Apart from that, GA does not intend to exert any influence on the composition of the Company’s management board or supervisory board.
- There are no intentions to effect a significant change in the capital structure of the Company, particularly regarding the ratio of equity and debt financing and the dividend policy.
- Origin of the funds used for the acquisition
The purchase of 19.99% of the voting rights in the Company has been funded solely from GA’s fund equity.
GASC MGP, LLC
