Rotterdam, the Netherlands - December 19, 2018, 07h00. Ease2pay N.V. ("Ease2pay" or the "Company") announces it has successfully raised additional capital of approximately EUR 2.31 million and it will issue a total number of 1,539,999 new ordinary shares (the Rights Offering) at the price of EUR 1.50 per ordinary share (the Offer Price). The proceeds from the Rights Offering will be used for i) the Company's working capital to enable growth of the Company’s services and platform, ii) to repay EUR 1,471,000 nominal shareholder loans to strengthen the Company's balance sheet and prevent the related burdensome accounting treatment of these shareholder loans in the future.
The Rights Offering was completed with an acceptance rate of 81% of the ordinary shares on offer, representing a total of 1,246,130 ordinary shares (the Offer Shares). The ordinary shares from the unexercised rights (the Rump Shares) were offered via a private placement to selected qualified investors in Europe who subscribed for 293,869 Rump Shares at the Offer Price, together with the Offer Shares raising EUR 2,309,998.50 for Ease2pay. The Company's outstanding share capital after completion of the Rights Offering will amount to 9,239,998 shares. Issuance of, payment for and delivery of the Offer Shares and Rump Shares is expected to take place on or about 21 December 2018. The Company expects that the listing and trading on Euronext Amsterdam of the Offer Shares and Rump Shares will take place on or about 21 December 2018.
Mr. Borghuis, director of the Company, commented: "We are very grateful for the support and trust from our existing shareholders and new investors. This rights offering allows us to move forward with further developing our product offering and considerably expanding marketing efforts in the Netherlands."
As a result of the repayment of the subordinated shareholder loans, Ease2pay has an additional interest charge of EUR 42,098 with which the shareholder loan is repaid at nominal value. In December 2018 the last part will be recognized as a charge in the income statement for Ease2pay, this will result in a higher debt of EUR 42,098, and a lower equity and result of EUR 42,098 for the full year 2018.
NIBC Bank N.V. acted as a subscription, issuing and settlement agent in relation to the Offer Shares and as a sole bookrunner in relation to the Rump Shares.
About Ease2pay
Ease2pay is a payment and loyalty transaction platform with which you can turn every smartphone into a cash register and a pin terminal. The app allows consumers to order, pay and save in one operation without using cash registers or pin terminals.
Ease2pay B.V., a subsidiary of the Company, is registered with the Dutch Central Bank (De Nederlandsche Bank) (DNB) as an exempted electronic money institution (elektronischgeldinstelling) and as an exempted payment service provider (betaaldienstverlener). Due to the applicable exemptions, Ease2pay B.V. is not under the supervision of DNB. Ease2pay B.V. is accredited for Mandate Service Provider and is a certificate holder Collecting Payment Service Provider (CPSP) iDEAL.
The information communicated through this press release constitutes inside information (voorwetenschap) within the meaning of Article 7 of Regulation (EU) No 596/2014 (market abuse regulation).
For more information, please contact:
Jan Borghuis
Director
T: +31 (0)10 3074619
DISCLAIMER
These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Ease2pay N.V. (the Company, and such securities, the Securities) in the United States, Canada, Australia or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The Securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company has no intention to register any part of the offering in the United States or make a public offering of Securities in the United States.
No communication or information relating to any offer or sale of the Securities of the Company may be disseminated to the public in jurisdictions, other than The Netherlands, where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of the Securities of the Company in any jurisdiction where action for that purpose is required, other than in The Netherlands.
The Company has not authorised any offer to the public of the Securities in any Member State of the European Economic Area (other than the Netherlands). With respect to any Member State of the European Economic Area (other than the Netherlands), 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 to any legal entity which is a qualified investor as defined in 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 Member State by any measure implementing the Prospectus Directive in that 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.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement does not constitute a prospectus.
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