Core Viewpoint - Nayax Ltd. has successfully completed a Notes and Warrants Offering in Israel, raising approximately $137.1 million, which was oversubscribed by 93.3% [2][3]. Group 1: Offering Details - The offering consisted of 486,291 Units, each comprising NIS 1,000 principal amount of Notes and three Warrants, sold at a price of NIS 1,021 per Unit [2]. - The net proceeds from the Offering are expected to be approximately NIS 486.2 million (around $134.3 million) after deducting commissions, fees, and expenses [3]. Group 2: 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 first two installments will be 10% of the principal amount each (approximately NIS 48.6 million or $13.4 million), while the last two installments will be 40% each (approximately NIS 194.5 million or $53.8 million) [4]. Group 3: Terms of the Warrants - Each Warrant can be exercised into one Ordinary Share at an exercise price of NIS 177.80, representing a 37% premium over the closing price on March 6, 2025 [5]. - The Warrants will expire on March 31, 2027, and the exercise price will be adjusted based on the NIS-to-USD exchange rate [5]. Group 4: 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% [6][8]. - The Company is restricted from paying dividends or conducting share buy-backs unless it meets the aforementioned equity requirements [6]. Group 5: Company Overview - Nayax is a global commerce enablement platform that provides payment solutions and loyalty tools for merchants, focusing on unattended retail [11]. - As of December 31, 2024, Nayax operates 11 global offices with approximately 1,100 employees and connections to over 80 merchant acquirers [11].
Nayax Announces the Completion of a Notes and Warrants Offering in Israel