Software firm FabricaONE.AI plans IPO on Moscow Exchange, to offer new shares
MOSCOW. April 20 (Interfax) - Fabrika PO, a developer of software based on AI that operates under the FabricaONE.AI (F1AI) brand and is part of Softline Group , has officially announced plans to carry out an initial public offering on the Moscow Exchange in April.
Investors will be offered only new shares and all proceeds from the IPO will go toward financing further growth and scaling the business, the company said.
Existing shareholders do not plan to sell shares in the IPO and intend to retain a substantial stake in the company after the offering, Fabrika PO said.
The final size of the offering and price range will be announced right before the start of bookbuilding.
If the IPO is carried out, Fabrika PO and its current shareholders, as well as persons acting on their behalf or affiliated with them, will assume standard obligations restricting the disposal of shares for 180 days after the offering is completed.
The IPO will have a stabilization mechanism totaling up to 15% of the placement for 30 days after the start of trading.
The offering will be open to Russian qualified and unqualified investors. Orders to acquire shares can be placed through leading Russian brokers.
Fabrika PO announced its IPO plans in the wake of the first IPO on the Russian market this year, carried out last week by PJSC B2B-RTS , the flagship company of a group that includes the operators of two electronic trading platforms and developers of purchasing solutions and services.
The goals of the offering include raising capital to further develop the company's product portfolio and strengthen its position on target markets amid growing demand for corporate AI solutions; expanding opportunities to finance strategic initiatives and mergers and acquisitions; acquiring a public status that reflects the dynamism of the business and the company's growth potential; and raising the company's profile among potential and existing corporate clients and partners, Fabrika PO said.
Fabrika PO CEO Maxim Tadevosyan said at the beginning of April that the company might offer about 15% of shares in the IPO.
"We anticipate that it will be around 15%. Fifteen percent will be sufficient for me for the goals that I currently see on the market, in terms of meeting the targets that we see regarding M&A. If there is a recommendation [from banks] to expand [the offering], we'll probably be prepared to follow it," Tadevosyan said on Capital Markets Day.
The Central Bank of Russia registered an additional issue of common shares and securities prospectus for Fabrika PO last November. The issue totals 200 million common shares with par value of 0.01 ruble that the company plans to place in a public offering.
The company also recalled that it is considering paying out 400 million rubles in dividends for 2025, or 25% of pro forma NIC. The payout might happen in the third quarter given the receipt of corporate approvals. In future, Fabrika PO plans to adhere to its approved dividend policy and annually pay out 25-50% of NIC.
The company plans to introduce a long-term incentive program for employees over three years after the IPO that will be implemented through convertible preferred shares and their gradual conversion into common shares. The program is expected to total up to 14% of current charter capital, before the IPO, and its implementation will be gradual. Program participants will get up to 5% of equity in the first year after the IPO (conversion expected at least 180 days after the IPO), and the remainder of about 9% in the subsequent two years in line with the vesting schedule.
The conditions of the program will be tied to the achievement of key indicators, including growth of EBITDA and capitalization, which will establish a direct link between the results of the business and the remuneration of its team, the company said.
Financial results and forecasts
Fabrika PO, which combines AI technology, custom development and industrial software assets and competencies, closed 2025 with gross profit up 5% to 6.5 billion rubles on revenue up 15% to 20.9 billion rubles to IFRS. Adjusted EBITDA grew by 18% to 4.2 billion rubles and the adjusted EBITDA margin rose to 20.1% from 19.5% a year earlier.
Net profit fell almost 60% to 1 billion rubles, which the company said was due to a loss of 1.6 billion rubles from discontinued operations and does not reflect the dynamics of its operating business. Net profit from continuing operations rose 2% to 2.6 billion rubles.
Fabrika PO expects revenue to grow by 16-20% annually in the medium term. The off-the-shelf and industrial software segment is expected to see the strongest growth, forecast to accelerate to 30-35% in the medium term from 27% in 2025. The company expects its adjusted EBITDA margin to be in the range of 19-21% in 2026 and subsequently widen to 24-28% in the medium term.
The company also plans to maintain a comfortable debt burden, keeping the net debt/adjusted EBITDA ratio at no more than 1.0, and moderate capital expenditures on development, amounting to 4-5% of revenue in the medium term, by actively using AI tools, Fabrika PO said at the beginning of April.
