Interim Management Statement and Capital Reorganisation - Sopheon

Sopheon plc, the international provider of software and services that improve the financial return from innovation and product development investments, announces its first interim management statement for the period from 1 January 2013 to the date of this announcement.

Building on 2012’s strong performance, revenue visibility for the 2013 full year from contracted business and recurring revenue streams stands at £7.4 million, compared to £6.5 million a year ago. In addition to the maintenance base and some early license wins, much of the visibility relates to ongoing service projects; the first quarter saw a lot of activity with new license opportunities from a mix of new and existing customers, which we are now starting to close during the second quarter.

We have continued our recruitment efforts and since the start of the year have added staff in a number of areas, most notably in our European marketing team. This continues our steady expansion of commercial resources in the territory over the last year. Nevertheless we continue to watch revenue performance very closely, given that global markets continue to lack consistency and prediction of the timing and value of individual sales remains challenging.

A major product milestone was achieved with the release of Accolade® 8.2, the latest version of our flagship software solution. With this release, businesses are able, for the first time, to access “a single source of the truth” from a fully-integrated solution across the entire innovation management and new product development lifecycle. New features have been added in a range of areas including Portfolio Management, Innovation Planning and Resource Planning. In addition, support has been extended for project teams, extended search and classification, mass import functionality, international languages, and more efficient IT installation, operations, integration and maintenance capabilities. Further details of this milestone release are described in our announcements of 23 January 2013.

Capital Reorganisation

Notice of Sopheon’s forthcoming Annual General Meeting, to be held at the offices of Squire Sanders (UK) LLP, 7 Devonshire Square, London EC2M 4YH at 11:00am on 12 June 2013 is now available on the Sopheon website, along with a circular that describes proposals for a capital reorganisation, to be put to shareholders in a general meeting of the Company to be held immediately after the Annual General Meeting.

As we have previously stated, the goals of the restructuring include consolidating the number of shares, and reducing the accumulated deficit on the profit and loss account. To that end, the Company is proposing a 10000:1 share consolidation that creates Interim Ordinary Shares of £500 each, followed by a subdivision of 1:500 that creates subdivided ordinary shares of £1 each, and finally a re-designation to reduce the nominal value of the resultant ordinary shares to 20p per New Ordinary Share. The Company is also seeking approval to undertake a capital reduction in order to reduce the deficit on its profit and loss account.

The proposed timetable for the reorganisation is given below. Due to differences in the settlement mechanisms between the Netherlands and the UK, the record date set out in the proposed timetable for shares in the Netherlands is three days later than in the UK. This is the reason for the one week gap between the Share Consolidation and the Share Subdivision. Notwithstanding the foregoing, trading in the Interim Ordinary Shares will commence on both AIM and Alternext on 17 June 2013, and trading in the New Ordinary Shares will commence on both AIM and Alternext on 24 June 2013.

Full details of the proposed reorganisation, including definitions of capitalised terms not defined in this announcement, can be found in the circular.