SQS Software Quality Systems AG Regulatory News (SQS)

17 Dec 2009 07:00



SQS Software Quality Systems AG

17 December 2009

SQS Software Quality Systems AG ("SQS" or the 'Company')

Issue of Equity

As previously announced in the Company's interim results on 8 September 2009, SQS, the global leader in independent software testing and quality management services, is pleased to confirm that Triton (now called 'SQS Group Management Consulting Insurance') has exceeded its final earn out targets. As a result, the Company has issued 1,021,299 new SQS ordinary €1 shares (the "New Ordinary Shares") to the three vendors of Triton pursuant to the acquisition agreement. 

The Company announced the acquisition of Triton, the Austrian company specialising in IT consultancy to the insurance industry, on 20 August 2007 for a consideration of up to €15.5 million. Initial consideration of €4.4 million was paid in cash on completion with the remainder becoming payable in a combination of cash and new SQS shares (total consideration split 49% cash / 51% shares) subject to the achievement of specific earn out targets. A second tranche of earn out consideration was satisfied by the issue of new SQS Ordinary Shares and €1.251 million of cash in December 2008.

The New Ordinary Shares relate to the equity portion of the final tranche of earn out consideration. The vendors have also received €1.923 million in cash. 

As with previous Triton consideration the New Ordinary Shares are subject to lock-in provisions for six months from 11 December 2009 with the exception of, in aggregate, 100,000 New Ordinary Shares which the Triton vendors may sell within this six month period, subject to the consent of SQS and its advisors. 

Application will be made for the New Ordinary Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence on 22 December 2009. 

Following Admission, SQS will have 27,206,374 Ordinary Shares in issue. 

For further information please contact:

17 December 2009