Planisware - Full exercise of the over-allotment option for €36 million - Success of the transaction with a final size of €278 million

Full exercise of the over-allotment option
for €36 million

Success of the transaction with a
final size of €278 million

Paris, France, April 22, 2024 – Planisware (Compartment A, ISIN code FR001400PFU4, ticker symbol “PLNW”), a leading B2B SaaS provider in the rapidly growing Project Economy, today announces that Citigroup Global Markets Europe AG exercised, on behalf of the Underwriters, the option to purchase an additional 905,100 existing shares sold by Olhada¹ and 1,357,650 existing shares sold by Ardian, at the initial public offering price of €16 per share, representing 15% of the 15 085 000 actions shares offered in the base offering and corresponding to a total amount of approximately €36 million for the over-allotment option.

Including the exercise in full of the over-allotment option, a total of 17,347,750 existing shares have been sold in the IPO. The total placement volume amounts to approximately €278 million. Following the exercise in full of the over-allotment option, the free float is increased from 21.74% to 25.00%.

Following the global offering made to institutional investors and the exercise of the over-allotment option, Planisware’s share capital will be held as follows:

Shareholder	Number of shares	% of share capital	% of voting rights
Olhada(1)	44,340,350	63.90%	63.90%
FPCI Ardian Growth II	2,035,217	2.93%	2.93%
Other Ardian funds	1,172,133	1.69%	1.69%
Total Ardian	3,207,350	4.62%	4.62%
Current and former Group employees and managers(2)	4,495,550	6.48%	6.48%
Public	17,347,750	25.00%	25.00%
TOTAL	69,391,000	100.00%	100.00%

⁽¹⁾ Olhada is a French limited liability company (société à responsabilité limitée), registered with the Trade and Companies Register of Nanterre under number 403 086 929, indirectly owned by Messrs. Pierre Demonsant, Yves Humblot, Mathieu Delille and François Pelissolo and their families.
⁽²⁾ Includes current and former employees and managers of the Group, including Mr. Loïc Sautour, each holding less than 1% of the share capital approximately, and/or members of their families and one shareholder’s estate.

This exercise in full of the over-allotment option ends the stabilization period that began on 18 April 2024 (following the publication of the results of the global offering made to institutional investors only by Planisware in connection with the listing).

No stabilization activities were carried out by Citigroup Global Market AG acting as Stabilization Agent on the Planisware’s ordinary shares in relation to the first admission to trading on Euronext Paris. In accordance with Regulation (EU) No. 596/2014 of the European Parliament and the Council and Delegated Regulation No 2016/1052 of the European Commission of 8 March 2016, concerning the conditions applicable to buyback programs and stabilization measures, any stabilization activity in relation to the first admission to trading on Euronext Paris performed by the stabilizing agent must be declared.

Upcoming publications

Planisware will publish its Q1 2024 revenue on May 21, 2024.

About Planisware

Planisware is a leading business-to-business (“B2B”) provider of Software-as-a-Service (“SaaS”) in the rapidly growing Project Economy. Planisware’s mission is to provide solutions that help organizations transform how they strategize, plan and deliver their projects, project portfolios, programs and products.

With close to 700 employees across 12 offices, Planisware operates at significant scale serving around 545 organizational clients in a wide range of verticals and functions across more than 30 countries worldwide. Planisware’s clients include large international companies, medium-sized businesses and public sector entities. For more information, visit: https://planisware.com/

Connect with Planisware on: LinkedIn and X (formerly Twitter).

Contacts

Investor Relations	Media
Benoit d’Amécourt	Brunswick Group Hugues Boëton / Tristan Roquet Montégon
benoit.damecourt@planisware.com	planisware@brunswickgroup.com
+33 6 75 51 41 47	+33 6 79 99 27 15 / +33 6 37 00 52 57

Disclaimer

This press release does not, and shall not, in any circumstances constitute a public offering or an invitation to the public in connection with any offer.

No communication and no information in respect of this transaction or of Planisware may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issuance, the subscription for or the purchase of Planisware’s shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Planisware assumes no responsibility for any violation of any such restrictions by any person.

United States. This press release is not an offer for sale of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Planisware does not intend to register any securities in the United States or to conduct a public offering of securities in the United States.

European Union. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017, as amended (the “Prospectus Regulation”). In France, an offer of securities to the public may only be made pursuant to a prospectus approved by the AMF. With respect to the member States of the European Economic Area (each, a “Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the shares requiring a publication of a prospectus in any Member State. Consequently, the securities cannot be offered and will not be offered in any Member State, except in accordance with the exemptions set out in Article 1(4) of the Prospectus Regulation, or in the other case which does not require the publication by Planisware of a prospectus pursuant to the Prospectus Regulation and/or applicable regulation in the Member States.

United Kingdom. This press release does not constitute an offer of the securities to the public in the United Kingdom. The distribution of this press release is not made, and has not been approved, by an authorized person (“authorized person”) within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended, the “Order”) and (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as “Relevant Persons”). The securities of Planisware are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities of Planisware may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.

---

1 Holding company of Planisware’s founders, who will retain a majority stake in Planisware, post-IPO.

Attachment

• Planisware - Full exercise of the over-allotment option - PR