SafeCharge International Group Ltd Nayax partnership update (3808S)

TIDMSCH

RNS Number : 3808S

SafeCharge International Group Ltd

11 March 2019

SafeCharge International Group Limited

("SafeCharge", the "Company" and together with its subsidiaries, the "Group")

Extension to Nayax acquiring agreement and

agreement to dispose of stake in Nayax

SafeCharge (AIM: SCH), a leading payments technology company, announces that in light of the success of the partnership with Nayax Ltd ('Nayax'), a leading global cashless payment solutions provider for the unattended machine industry, on 17 January 2019 SafeCharge and Nayax agreed to extend the acquiring agreement between Nayax and SafeCharge to the end of 2024.

In conjunction with the extension and under the terms of the Agreement more fully described below, SafeCharge agreed with Nayax's founding shareholders that they will, by the end of 2022, buyback SafeCharge's shareholding in Nayax for a consideration equal to SafeCharge's cumulative investment of US$24.5 million plus 9% interest per year, calculated from 15 Feb 2018 until payment is received.

In December 2016, the Group made an initial US$6 million investment in Nayax. This was in exchange for approximately 4% of Nayax's issued share capital. At 31 December 2017, this initial investment was valued at US$8.6 million, including an unrealised gain of US$2.6 million that was recognised in other comprehensive income in FY2017. In February 2018, the Company invested a further US$18.5 million in Nayax, taking the total investment by SafeCharge to US$24.5 million, representing approximately 11% of the issued share capital of Nayax. At 31 December 2018, this cumulative investment was valued at US$27.1 million.

The investments in Nayax by SafeCharge included the grant of a put and call option between the parties to the investment such that Yair Nechmad, Amir Nechmad and David Ben Avi, (together the "Nayax Founding Shareholders") granted SafeCharge a put option to sell its interest in Nayax and the Nayax Founding Shareholders were granted a call option to purchase SafeCharge's interest in Nayax (the "Agreement"), each exercisable from 15 Feb 2020 up to 36 months post (the "Option Period"). The purchase price of the put option would be at a value equal to the investment amount plus 9% interest per year, and the purchase price of the call option would be at a value of twice the investment amount. The Option Period to the Agreement was varied on 17 January 2019 to enable SafeCharge to exercise the put option thereof.

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Enquiries

 
 SafeCharge International Group 
  Limited 
  David Avgi, Chief Executive 
  Officer 
  Tsach Einav, Chief Financial 
  Officer 
  c/o FTI Consulting                [phone] 
 Jean Beaubois, Head of Investor 
  Relations                         [phone] 
 Shore Capital 
  Mark Percy 
  Toby Gibbs                        [phone] 
 FTI Consulting 
  Matthew O'Keeffe 
  Elena Kalinskaya                  [phone] 
 

About SafeCharge

SafeCharge International Group Limited (AIM: SCH) is the payment service partner for the world's most demanding businesses. SafeCharge provides global omni--channel payments services from card acquiring and issuing to payment processing and checkout, all underpinned by advanced risk management solutions. This fully featured proprietary payment platform connects directly to all major payment card schemes including Visa, MasterCard, American Express and Union Pay as well as over 150 local payment methods. With offices around the world, SafeCharge serves a diversified, blue chip client base and is a trusted payment partner for customers across a range of vertical markets. The Company has been listed on the AIM market of the London Stock Exchange since 2014.

www.safecharge.com

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March 11, 2019 03:00 ET (07:00 GMT)