Ad-Hoc Announcements

The Frankfurt Stock Exchange informed USU Software AG today that the company's application for revocation of the admission of the shares of USU Software AG (ISIN: DE000A0BVU28) to trading on the regulated market of the Frankfurt Stock Exchange and in the sub-segment of the regulated market (Prime Standard) has been granted with effect from the end of July 2, 2024. After this date, USU shares can no longer be traded on the Frankfurt Stock Exchange.

USU Software AG (ISIN: DE000A0BVU28) (“USU” or “Company”) today signed a delisting agreement with AUSUM GmbH and NUNUS GmbH, a wholly-owned subsidiary of its majority shareholder, AUSUM GmbH. AUSUM GmbH holds approximately 53.68% of the Company’s voting rights. NUNUS GmbH does not hold any shares in USU. Under this agreement, the Company shall apply for the revocation of the admission of USU shares to trading on the regulated market (“delisting”) following the publication of a public delisting purchase offer by NUNUS GmbH.

On the basis of the authorization given on June 26, 2020, the Management Board of USU Software AG today decided to recall all 487,286 shares held by the company. The company’s subscribed capital remains unchanged by this. The recalled shares represent 4.6% of the shares issued.
Following the entry into force, the subscribed capital will remain unchanged at EUR 10,523,770, divided into 10,036,484 individual shares. After the recall each share represents a notional value of EUR 1.048 of the subscribed capital.
The Company will hold no more treasury shares after this recall.

USU Software AG has confirmed its annual forecast and generated sales of EUR 132 million and adjusted EBITDA of EUR 13.3 million in 2023. This upturn was driven primarily by software-as-a-service (SaaS) solutions, which picked up by 20% to EUR 17.0 million (2021: EUR 14.2 million). To accelerate this good performance and better harness market opportunities, the company’s plans are as follows:

Preliminary calculations show that USU Software AG and its subsidiaries (hereinafter also referred to as the “USU Group” or “USU”) generated further growth in the second quarter of 2023 despite the strategic transition from one-time license business to software-as-a-service (SaaS) business. However, earnings declined temporarily due to the higher share of new customers attributable to SaaS and a perceptible reluctance to invest on the part of interested parties on account of the economic situation.

The provisional figures for 2022 released today show that USU Software AG (ISIN DE000A0BVU28) and its subsidiaries (hereinafter referred to as “USU” or the “USU Group”) increased their consolidated sales by 13.1% year-on-year to EUR 126.5 million (2021 EUR 111.9 million). This upturn was driven primarily by software-as-a-service (SaaS) solutions, which picked up by 31.5% to EUR 14.2 million (2021: EUR 10.8 million). License revenue also saw above-average growth of 19.0% to EUR 14.2 million (2021: EUR 12.0 million).

Ad hoc disclosure in accordance with Article 17 of the Market Abuse Regulation

- Public share buyback offer -

Möglingen, August 31, 2022.

On the basis of the positive figures for the first half of 2022, the Management Board of USU Software AG (ISIN DE000A0BVU28) has today resolved, with the approval of the Supervisory Board, to make the company’s shareholders a public share buyback offer for up to 523,770 of the company’s shares (around 5% of the share capital) at a set price of EUR 18,75 per share (ISIN DE000A0BVU28).

As a standalone company, USU Software AG (ISIN DE000A0BVU28) reported net profit in accordance with the German Commercial Code (HGB) of EUR 6,066 thousand in fiscal 2019 (2018: EUR 4,318 thousand). This corresponds to a 40.5% increase in profit as against the previous year.

According to the latest projection for the current fiscal year, the USU Group expects earnings before interest and taxes adjusted for the effects of acquisitions (adjusted EBIT) within the corridor of EUR 5 to 8 million, with revenue of EUR 93 to 95 million.
The new forecast is primarily due to the significantly higher-than-anticipated share of SaaS contracts for new customers starting in the fourth quarter of 2019. This is in addition to the restrained development of the French market as well as gaps in utilization in the service segment.

Möglingen, December 18, 2018. A number of major projects expected for the fourth quarter of 2018 – primarily in the United States – will most likely not be completed during the current quarter of 2018. In spite of the advanced stage of contract negotiations, the Management Board expects that the final contract awards will not be made until 2019. The Management Board has modified its planning for 2018 to reflect this development because the projects have a total license volume of €2 million to €3 million. The board now projects Group-wide sales of €89 million to €91 million.

Möglingen, Germany / La Garenne Colombes, France, May 4, 2017.

USU Software AG (Frankfurt, Prime Standard, ISIN DE000A0BVU28), Möglingen, (“USU”) signed a contract today to acquire all shares in EASYTRUST SAS, La Garenne Colombes, France (“EASYTRUST”). USU is taking over the software license management specialist effective January 1, 2017. The acquisition of EASYTRUST means the USU Group will boost its value creation in IT management and its international footprint in the key French market. The purchase price will be paid in cash and is €4.75 million.

According to provisional calculations, USU Software AG generated consolidated sales of EUR 58.9 million in the first 9 months of 2017 (Q1-Q3/2016: EUR 51.4 million), a year-on-year increase of around 15%. A stronger trend toward SaaS solutions among customers in the period under review caused shifts in sales, which may result in lower revenue from licenses of more than EUR 1 million for the year as a whole. At the same time, investments in foreign markets were maintained at a constantly high level.

Upon the request of the Management Board of USU Software AG (USU), Amtsgericht Stuttgart (the district court of Stuttgart), has appointed the Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft auditing and tax consultancy firm, based in Stuttgart, as the annual auditor for fiscal year 2017.

This is due to the originally selected annual auditor’s decision to retract his declaration of independence.

According to the provisional, unaudited figures for 2016, USU Software AG (hereinafter: “USU”, ISIN DE000A0BVU28) increased its consolidated revenue (IFRS) by 9% year-on-year to EUR 72 million (2015: EUR 66.1 million). In addition to rising income from software-as-a-service (SaaS) and product segment maintenance business, this positive development was due to consulting-related service business in particular. The company therefore again set new records for both revenue and earnings.

Effective January 1, 2016, USU Software AG (Frankfurt, Prime Standard, ISIN DE000A0BVU28), Möglingen, (“USU”), has acquired all shares in unitB technology GmbH, Berlin, for the purpose of expanding USU’s range of services in the area of individual solutions and portals. The Board of Management of USU and the owners of unitB technology signed agreements regarding the acquisition of shares today. The purchase price will be paid in cash and will contain a fixed and a variable share.

Effective January 1, 2015, USU Software AG (Frankfurt, Prime Standard, ISIN DE000A0BVU28), Möglingen, (“USU”) has acquired all shares in SecurIntegration GmbH, Cologne, (“SecurIntegration”) to expand its portfolio in the field of software license management. The purchase price of the shares to be paid in cash consists of a fixed component and an earn-out component and, depending on the future performance of SecurIntegration, will be between approximately EUR 1,0 and EUR 3,0 million.