SafeCharge extends its Nayax acquiring agreement to 2024

Nuvei completes acquisition of SafeCharge for US $889m

Payments services and technologies provider SafeCharge International Group Ltd (LON:SCH) announced that following the initial success of its cooperation with Nayax Ltd, on 17 January 2019 the two companies had agreed to extend their acquiring contract up to 2024.

The extension of the acquiring agreement was governed by the following terms: Nayax’s founding stockholders agreed to buyback SafeCharge’s entire stake in Nayax for a sum equal to its total investment of US$24.5 million and an annual interest of 9%, which will be dated from 15 February 2018 up to when the full amount is paid. Nayax has to pay the full amount by 31 December 2022.

SafeCharge made its first investment of US$6 million in Nayax in December 2016, for which it received about 4% of Nayax’s total issued shares. This investment was valued at US$8.6 million as at 31 December 2017 reflecting a potential profit of US$2.6 million, which was recorded as part of the company’s total income in fiscal year 2017. SafeCharge invested an additional US$18.5 million in Nayax in Februray 2018 to accumulate a total investment of US$24.5 million, which was equivalent to about 11% of Nayax’s total available shares. This stake had grown to an estimated US$27.1 million as at 31 December 2018.

The Group’s investments in Nayax also included put and call options granted to some parties who were part of the agreement such as Amir Nechmad, Yair Nechmad and David Ben Avi, who partnered with the founding investors to grant SafeCharge a put option to dispose of its stake in Nayax, while the founding stockholders were granted the call option to acquire SafeCharge’s shares in Nayax.

The two options can both be exercised from 15 February 2020 for a period not exceeding 36 months after the option period. The put option can be purchased at the exact value of the investment plus an annual interest of 9%, however, the call option can only be purchased at twice the sum of the investment. The Option Period was altered on 17 January 2019 to include a clause that allows SafeCharge to exercise its put option.

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SafeCharge extends its Nayax acquiring agreement to 2024


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