Core Viewpoint - Nayax Ltd. has successfully completed a tender offering of Notes and Warrants to classified investors in Israel, raising approximately $137.5 million for general corporate purposes, including debt repayment and potential acquisitions [1][2][3]. Group 1: Offering Details - The offering consisted of 942,452 Units, with each Unit comprising NIS 1,000 principal amount of Notes and three Warrants, totaling an aggregate amount of NIS 959,625,431 [2]. - The Company intends to accept undertakings for 486,291 Units at a price of NIS 1,021 per Unit, resulting in gross proceeds of NIS 496,503,111 (approximately $137,535,488) [2]. Group 2: Use of Proceeds - The net proceeds from the offering, estimated at approximately NIS 486.3 million (around $134.7 million), will be allocated for general corporate purposes, including debt repayment and potential acquisitions [3]. Group 3: Terms of the Notes - The Notes have a fixed annual interest rate of 5.9% and will mature on September 30, 2030, with principal repayments starting in September 2027 [4]. - The repayment structure includes four annual payments, with the first two installments being 10% of the principal amount each (approximately NIS 48.6 million or $13.4 million), and the last two installments being 40% each (approximately NIS 194.5 million or $53.8 million) [4]. Group 4: Terms of the Warrants - Each Warrant is exercisable for one Ordinary Share at an exercise price of NIS 177.80, representing a 37% premium over the closing share price on March 6, 2025, and will expire on March 31, 2027 [5]. Group 5: Covenants and Restrictions - The Company has committed to maintaining specific financial ratios while the Notes are outstanding, including a minimum Equity of $120 million and an Equity / Assets Ratio of at least 29% for dividend distributions or share buy-backs [6][9]. - Non-compliance with these ratios will be considered an event of default [7]. Group 6: Company Overview - Nayax is a global commerce enablement platform that provides payment solutions and loyalty tools for merchants, focusing on enhancing revenue potential and operational efficiency [12]. - As of December 31, 2024, Nayax operates 11 global offices and employs approximately 1,100 staff, with connections to over 80 merchant acquirers [12].
Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Classified Investors