Ease2pay announces intended acquisition of Involtum and capital
raise to accelerate growth
November 29, 2021
THIS PRESS RELEASE CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE.
Ease2pay entered into an agreement with
Involtum shareholders to acquire Involtum
Acquisition of 100% of shares of Involtum
Holding B.V. for 10,714,792 to be newly issued shares of
Ease2pay
Combination of Ease2pay and Involtum
activities in line with growth strategy and represents next step
towards EV charging business
Certain existing Ease2pay and Involtum
shareholders commitment to subscribe for new shares for an amount
of € 6,375,000 to accelerate growth of combined
company
Rotterdam, The Netherlands, November 29, 2021
– Ease2pay N.V. (“Ease2pay” or the “Company”) (Euronext Amsterdam:
EAS2P), a payment services provider focusing on digital
payments for customers and merchants in the mobility sector, today
announces that it has entered into an agreement with the
shareholders of Involtum Holding B.V. (“Involtum”) to
acquire all shares in the share capital of Involtum. Involtum
offers an IoT (Internet of Things) smart activation and transaction
platform, with integrated billing and payment system focussing on
electricity and charging infrastructure and digital payments for
shared self-services in harbours, at truck parkings, at camper
sites, in marinas and launderettes. Involtum is based in Rotterdam
and active throughout Europe with its own labels including
Walstroom, NomadPower and AanUit.net. The combined company is well
positioned to benefit from significant growth in the mobile payment
market and unlock synergies by combining their user bases and
leverage their respective technology platforms. Involtum and its
team is expected to be fully integrated in the Ease2pay activities
and participate in an expanded management team.
Gijs van Lookeren Campagne, member of the
management board of Ease2pay commented: “I am very pleased to
announce the intended acquisition of Involtum. This transaction
will make Ease2pay the leading mobile payment platform for shared
transport services, benefiting from the upcoming energy transition.
NomadPower, Involtum’s truck and cool trailer charging label, is EU
market leader and is well positioned to capitalise on the
transition towards electric trailer cooling and e-trucks. Thanks to
obtained commitments from the management team of both Ease2pay and
Involtum, as well as long-term shareholders of Ease2pay, we can
pursue our ambitious growth strategy. The proceeds from the capital
raise will allow us to invest in the expansion of our joined
businesses and leverage our combined platforms. While we work
towards closing of this transaction and the integration of our
businesses, management continues to look for further sources of
funding to support our growth acceleration.”
Edwin Noomen, managing director and
co-founder of Involtum commented: “We are very enthusiastic
about the opportunity to combine forces with Ease2pay and take the
next step to accelerate our growth. Ease2pay’s abilities in mobile
payments enhance our capabilities in IoT. We are proud to be
entering into this new phase with the continued support of our
shareholders and we are looking forward to building our combined
future.”
The acquisition of Involtum is in line with
previously announced growth ambitions of Ease2pay and follows an
assessment of the Company’s various strategic growth opportunities
executed earlier this year. Through this Transaction, Ease2pay
expects to benefit from strong trends supporting growth of
self-service by offering IoT and mobile payments solutions to a
wider range of sectors. On the corporate website
https://investor.ease2pay.eu/ a detailed combined Investor
Presentation is published.
DETAILS OF THE TRANSACTION
Acquisition of Involtum
Ease2pay intends to acquire all shares in the
share capital of Involtum in exchange for 10,714,792 newly issued
non-listed shares in the Company (the "Transaction").
Following the Transaction and Private Placement (as defined below),
the Involtum shareholders are expected to hold approximately 46,4%
of the outstanding shares in the Company.
Loan conversions prior to the Transaction
Prior to the Transaction, Involtum shareholders
and ENERGIIQ Energie-Innovatiefonds Zuid-Holland B.V., with whom
Involtum has entered into multiple convertible loan agreements, are
expected to convert existing shareholders loans and accrued
interest for an aggregate amount of approximately € 1,400,000
in new shares of Involtum.
Furthermore, the Company and the Company's
majority shareholder The Internet of Cars v.o.f. (“The Internet
of Cars”) intend to convert an existing shareholder loan and
accrued interest from The Internet of Cars, into new non-listed
shares for an aggregate amount of approximately € 510,000 prior to
the Transaction.
Commitments to subscribe for new non-listed
shares
To provide additional growth capital to the
Company, the Company intends to issue 2,108,344 new non-listed
shares to certain major shareholders of the Company and certain
shareholders of Involtum for an aggregate amount of € 6,375,000
(the "Private Placement"). The issue price of the Private
Placement will be € 3.02, which was set by the pricing committee of
the Company with reference to the volume weighted average price of
the listed ordinary shares in the capital of Ease2pay on Euronext
Amsterdam the 90 days preceding this press release. The same issue
price will apply to the new non-listed shares issued in relation to
the conversion of the existing shareholder loan with The Internet
of Cars.
The Company has obtained commitments from the
intended subscribers in the Private Placement. Following the
Private Placement, the Company is expected to have a total of
23,542,215 shares outstanding, including both listed ordinary
shares and non-listed shares.
Conversion of non-listed shares to listed
ordinary shares
The Company will seek admission to listing and
trading of the new non-listed shares from the Transaction and the
Private Placement on Euronext Amsterdam following the publication
of an approved prospectus which is expected to occur in the second
quarter of 2022. As a result, the new non-listed shares will be
converted, and subsequently admitted to listing and trading on
Euronext Amsterdam together with the listed ordinary shares.
Approval of the general meeting of Ease2pay
The consummation of the Transaction, the
conversion of the existing shareholder loan with The Internet of
Cars and the Private Placement are subject to approval by the
Company's general meeting of shareholders. Ease2pay will convene an
extraordinary general meeting, which is expected to take place in
January 2022. Major shareholders from Ease2pay representing 74,5%
of the share capital have provided voting commitments in favour of
the Transaction. Publication of all relevant materials for the
extraordinary general meeting will follow in due course.
Lock-up Commitments
Certain Involtum Shareholders and The Internet
of Cars, all expected to be represented in the future management
team of Ease2pay, have each agreed to not sell or otherwise dispose
of any shares Ease2pay following the Transaction and the Private
Placement up to and including one (1) year following the issuance
of the new non-listed shares (the “Lock-up
Commitments”).
About Involtum Holding B.V.Involtum is an
innovator in IoT smart activation and transaction services,
providing an integrated billingand payment platform which enables
service providers to develop and improve shared use services and
new energy transition business models. With customers in sectors
ranging from industrial shipping & road transport to leisure
marinas and laundromats, Involtum understands the power that comes
from connectivity.
About Ease2pay N.V. Ease2pay is an
innovative payment service provider seeking to make electronic
payments cheaper for both consumers and retailers. Ease2pay’s
proprietary mobile payment and loyalty platform turns every
smartphone into a secure pin terminal via an app that allows
consumers to order, pay and save using their smartphones,
eliminating the need for point-of-sale equipment.
Ease2pay is listed on the regulated market of
Euronext Amsterdam, under the symbol EAS2P. Learn more at
www.ease2pay.eu.
Ease2pay ContactsJan Borghuis: +31 (0)10
3074619Email: corporate@Ease2pay.nlCorporate website:
www.ease2paynv.com
In any case of differences between the Dutch press release and the
English press release, the text of the English press release will
precede.
This press release is released by the Company
and contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 (“MAR”),
encompassing information relating to the private placement, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this press
release is being made on behalf of the Company by Jan Borghuis,
member of the management board of the Company.
Forward Looking StatementsCertain
statements, beliefs and opinions in this press release are
forward-looking, which reflect Ease2pay’s or, as appropriate,
Ease2pay’s officers’ current expectations and projections about
future events. By their nature, forward-looking statements involve
a number of known and unknown risks, uncertainties and assumptions
that could cause actual results, performance, achievements or
events to differ materially from those expressed, anticipated or
implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial effects of the plans and events described herein. A
multitude of factors including, but not limited to, changes in
demand, regulation, competition and technology, can cause actual
events, performance, achievements or results to differ
significantly from any anticipated or implied development.
Forward-looking statements contained in this press release
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. As a result, Ease2pay expressly disclaims any obligation or
undertaking to release any update or revisions to any
forward-looking statements in this press release as a result of any
change in expectations or projections, or any change in events,
conditions, assumptions or circumstances on which these
forward-looking statements are based. Ease2pay or any of its
officers or employees cannot guarantee that the assumptions
underlying such forward-looking statements are free from errors and
do not accept any responsibility for the future accuracy of the
forward-looking statements contained in this press release or the
actual occurrence of the anticipated or implied developments. You
should not place undue reliance on forward looking statements,
which speak only as of the date of this press release.
Important NoticesThis press release is
for information purposes only and shall not constitute an offer to
buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall
there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unauthorised or unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. Any failure to
comply with these restrictions may constitute a violation of the
securities law of any such jurisdiction.
The new shares issued, or to be issued, in
connection with the Private Placement have not been and will not be
registered under the U.S. Securities Act 1933, as amended (the
“U.S. Securities Act”) or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, delivered or
transferred, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities
Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. This press
release does not constitute an offer of securities in the United
States, securities may not be offered or sold in the United States
absent registration or an exemption from registration under the
U.S. Securities Act. The Company does not intend to register any
portion of the private placement in the United States or to conduct
a public offering of securities in the United States.
This announcement does not contain, constitute,
or form part of, an offer to sell, or a solicitation of an offer to
purchase, any securities in the United States, Australia, Canada or
Japan or in any jurisdiction to whom or in which such offer or
solicitation is unlawful. The issued shares have not been and will
not be registered under the U.S. Securities Act of 1993, as amended
(the "U.S. Securities Act"), and may not be offered or sold within
the United States absent from registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There is no
intention to register the shares in the United States or to make a
public offering of the Shares in the United States.
The Company has not authorized any offer to the
public of securities in any Member State of the European Economic
Area. With respect to any Member State of the European
Economic Area and which has implemented the Prospectus Directive
(each a (“Relevant Member State”), no action
has been undertaken or will be undertaken to make an offer to the
public of securities requiring publication of a prospectus in any
Relevant Member State. As a result, the securities may only
be offered in Relevant Member States (i) to any legal entity which
is a qualified investor as defined in the Prospectus Directive; or
(ii) in any other circumstances falling within Article 3(2) of the
Prospectus Directive. For the purpose of this paragraph, the
expression "offer of securities to the public" means the
communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be
offered so as to enable the investor to decide to exercise,
purchase or subscribe for the securities, as the same may be varied
in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU, to the extent
implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State.
Notwithstanding the foregoing, in the Netherlands the shares are
not and may not be offered other than to persons or entities who or
which are qualified investors (gekwalificeerde beleggers) as
defined in Section 1:1 of the Dutch Financial Supervision Act (Wet
op het financieel toezicht).
Any investment decision in connection with the
Private Placement must be made on the basis of all publicly
available information relating to the Company and the new shares to
be placed. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness. This announcement does not purport to identify or
suggest the risks (direct or indirect) which may be associated with
an investment in the Company or the new shares.
The distribution of this press release and the
offering of the new shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this press release or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this press release comes are required to inform
themselves about, and to observe such restrictions.
- 291121 Ease2pay Investor Presentation
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