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New listing of the company SPYROSOFT S.A. on NewConnect

SPYROSOFT S.A. was newly listed on NewConnect on 28 February 2020.

SPYROSOFT is the 378^th issuer listed on the Main Market and the third new listing on the Main Market in 2020.

Key information

*at the reference price

Issuer’s business and history 

The company SpyroSoft Spółka Akcyjna with its registered office in Wrocław was registered on 13 April 2016. The notary deed was drawn up by Notary Marcin Skurowski, Rep. A. No. 3302/2016. The Company was registered by the District Court of Wrocław-Fabryczna in Wrocław, 6^th Commercial Division of the National Court Register, on 4 May 2016, entry no. KRS 0000616387. 

The SpyroSoft SA Group is a provider of software services and IT solutions since 2016. The Group specialises in the development of IT solutions for local and international clients. The activity of the Issuer’s Group includes projects for large companies in the automotive sector, banking, and industry 4.0. The Company’s projects rely on proprietary tools and processes which improve the productivity of teams and optimise the delivery of high-quality IT services. The Company designs comprehensive IT solutions addressing the needs of business clients. The Company identifies and analyses clients’ needs, develops software and implements it in the client’s organisation to support its business. The Company offers comprehensive software development services (from graphic interface design to product maintenance) and stand-alone programming and testing services. The Company’s Group develops software for clients. The Company’s Group provides the full range of software development from targeted identification of clients’ needs to the implementation and testing of software. SpyroSoft SA’s revenues are generated 100% by sales of programming services. The Company does not offer products under subscriptions. The Company’s business model relies on contracts for programming work according to the client’s specification. The Company’s staff often participate in drafting of specifications. Maintenance services are always provided under specific contracts; the service provision and revenue model is no different from the provision of other programming services. The Company mainly acquires new clients by recommendation. The Issuer’s clients operate in different market segments and have diverse IT needs. However, large corporations are the Company’s main clients. The Company is in a position to provide software with any functionalities. SpyroSoft SA develops solutions for clients including Viessmann, TrackMan and Razer and works with German automotive manufacturers.

The biggest market for services of the Issuer’s Group outside of Poland is the United Kingdom. The share of UK clients in the Group’s revenue was over 25% in 2018. Sales in the German market, where the Company also has a presence, generated 19% of the Group’s revenue in 2018.

SpyroSoft S.A. has no parent entity.

The Issuer has subsidiaries and associates which form a group of companies.

SpyroSoft Solutions S.A. SpyroSoft has a subsidiary, SpyroSoft Solutions S.A., where it holds 50% of the equity and 50% of votes. SpyroSoft Solutions S.A. is consolidated according to the full consolidation method. SpyroSoft Solutions S.A. was established on 22 March 2018 to extend the Issuer’s business to embedded software. The core business of SpyroSoft Solutions is to develop embedded systems, i.e., software for smart devices, in particular in the automotive industry. The key clients of the company are German automotive engineering corporations. The company’s registered address is pl. Nowy Targ, nr 28, Wrocław 50-141. 

GOD Nearshore SE Europejska Spółka Akcyjna Oddział w Polsce. The company holds an investment in GOD Nearshore SE Europejska Spółka Akcyjna Oddział w Polsce, where it has 33% of the equity and 33% of votes. The company is consolidated according to the partial consolidation method. Its address is 50-141 Wrocław, Pl. Nowy Targ 28. GOD Nearshore SE is a joint venture of GOD mbH and Spyrosoft SA, established by IT experts to provide high-quality software and IT services for the automotive industry. The key clients of the company are German automotive engineering corporations.

Spyrosoft Ltd. The Issuer has a subsidiary, Spyrosoft Ltd, established under UK law with its registered office in London, where the Issuer holds 72% of the equity and 72% of the votes. The address of Spyrosoft Ltd is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom. Spyrosoft Ltd develops software for UK clients. Spyrosoft Ltd is consolidated according to the full consolidation method since 2019. The company was not consolidated in 2018 because the activity of Spyrosoft Ltd had no material impact on the activity and financial results of the issuer. While Spyrosoft Ltd generated sales revenue, it reported no material net profit until the end of 2018. Spyrosoft Ltd was established to sign contracts with UK businesses. All software work was provided by SpyroSoft S.A. and re-invoiced up to the current expenses of Spyrosoft Ltd.

The issuer Group’s selected financials (PLN):

Public offering of series C shares

Offering start and end date: 11 January 2019 – 10 April 2019

Allotment date: 24 April 2019 

Number of financial instruments in the offering: up to 10.866 shares 

Number of allotted financial instruments: 10,866 shares

Number of persons allotted shares: 153 natural persons 

Price at which financial instruments were taken up: PLN 10.00 

Value of shares take up in the offering: PLN 108,660 

Series C shares were paid for in cash, which was paid into the Issuer’s bank account.

The Issuer dedicated the funds raised in the series C share issue at PLN 108,660 to measures necessary to improve employee motivation and engagement.

Shareholders

Shareholder              # shares           Stake in equity       # votes       Stake in votes 

Konrad Weiske          333,788         31.83%                      333,788         31.83% 

Dorota Łękawa          333,333         31.79%                      333,333         31.79% 

Wioletta Bodnaruś    333,333         31.79%                      333,333         31.79% 

Other                           48,212            4.60%                        48,212            4.60% 

Total                        1,048,666      100%                         1,048,666      100%