Ease2pay launches rights offering of 1,539,999 new shares at an
issue price of EUR 1.50 per share
Rotterdam, the Netherlands – 4 December 2018 –
Ease2pay N.V. (“Ease2pay”, or the
“Company”), a mobile payment transaction platform,
announces the launch of a rights offering of 1,539,999 new ordinary
shares with a nominal value of EUR 0.10 each (the Offer
Shares), at an issue price of EUR 1.50 per Offer Share
(the Issue Price). These Offer Shares will be
admitted to listing and trading under the symbol "EAS2P" on
Euronext Amsterdam N.V. (Euronext Amsterdam).
Subject to applicable securities laws, the holders of ordinary
shares in the share capital of the Company with a nominal value of
EUR 0.10 (the Shares and the
Shareholders) at the Record Date (as defined
below) will be granted subscription rights to subscribe for the
Offer Shares (the Rights), provided that in each
case they are a Shareholder or any other person that lawfully
acquired the Rights directly or indirectly from a Shareholder or
from a person that subsequently acquired the Rights who is able to
give the representations and warranties as set out below in Annex A
(an Eligible Person). The Rights will not be
admitted to listing and trading on any regulated market.
Highlights
- Shareholders will be granted one Right per Share held, exercise
of five (5) Rights entitles an Eligible Person to subscribe for one
(1) Offer Share at the Issue Price, raising up to EUR 2.3m gross
proceeds in case of full subscription
- The Issue Price is EUR 1.50 per Offer Share. This represents a
discount of 20.4% to the theoretical ex-rights price (TERP) of EUR
1.88, based on the closing price of the Shares on Euronext
Amsterdam on 3 December 2018 and a discount of 23.5% versus the
10-day volume weighted average price on Euronext Amsterdam
- Record date and record time for allocation of Rights is set at
17:40 Central European Time (CET) on 6 December
2018, immediately after the closing of trading of Ease2pay's
ordinary shares on Euronext Amsterdam
- Subscription period for Offer Shares starts on 7 December 2018
and ends on 18 December 2018
- Rights will be credited to clearing systems and to the accounts
of Shareholders on 7 December 2018
- Results of the transaction will be announced on or about 19
December 2018
- Any Rights not exercised by Eligible Persons will be offered to
institutional investors in the Netherlands and in selected
geographies in the European Economic Area, and outside the United
States of America in reliance of Regulation S under the Securities
Act by the Sole Bookrunner (as defined below) in the Rump Offering
(as defined below)
- The Rump Offering (as defined below), if any, is expected to
take place on or about 18 December 2018, after the closing of
trading on Euronext Amsterdam
The proceeds from the Offering will be used for
i) 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 balance sheet and prevent the related burdensome
accounting treatment of these shareholder loans in the future.
Members of the Company's management board have committed to
exercise all rights from their shareholding held through The
Internet of Cars v.o.f. (TIOC) representing 56.5%
of the outstanding share capital, of which the full proceeds will
be used to repay outstanding shareholder loans. To ensure minimal
useable gross proceeds for working capital, NIBC Bank N.V. has
committed to subscribe for new shares from non-exercised rights in
the Offering for the difference, if any, between gross proceeds
raised in the Offering, excluding gross proceeds from rights
exercised by TIOC, and EUR 500,000.
In connection with Offering (as defined below),
the Company has published a Dutch information document. Pursuant to
the requirements of this Dutch information document, the Company
has included quarterly financials on Q3 2018 on p. 8-10 of the
Dutch information document, which are only available in Dutch. A
copy of the Dutch information document can be downloaded from the
Website (as defined below).
The ratio between equity and debt of Ease2pay is
14/86 as of 30 September 2018. Following the Offering, this ratio
is at least 20/80. As a result of the repayment of the subordinated
shareholder loans, the company has an additional interest charge of
EUR 42,098 with which the shareholder loan is repaid at nominal
value. The additional interest expense is due to the fact that the
shareholder loan was recognized at 30 September 2018 at an
amortized cost price, which is EUR 42,098 lower at 30 September
2018 than the nominal value at which the shareholder loan will be
repaid. In October 2018 and November 2018 this shareholder loan was
further increased towards the redemption value and 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.
Certain post-closing lock-ups have been agreed
for Mr Borghuis and Mr van Lookeren Campagne as directors of the
Company and indirect shareholders through TIOC, for a period of 180
days from the settlement date which are subject to certain
customary carve-outs and possible waiver by the Sole
Bookrunner.
NIBC Bank N.V. is acting as (i) subscription
agent of the Company in relation to the Offering (the
Subscription Agent), (ii) issuing
and settlement agent for Offer Shares (the Issuing
Agent, the Settlement Agent), (iii) the
listing agent for Offer Shares, and (iv) sole bookrunner in
relation to the Rump Offering, if any, (the Sole
Bookrunner).
The Offering DetailsSubject to
the terms and conditions set out in any press release of the
Company in relation to the Offering (each a Press
Release), the offering comprises: (i) the rights offering
in which Shareholders as of 17:40 CET on 6 December 2018 (the
Record Date) will be granted one (1) Right for
each Share held on that date to subscribe for Offer Shares against
payment of the Issue Price (the Rights Offering),
and (ii) if any, the rump offering in which Offer Shares for which
Rights have not been validly exercised during the Rights Offering
Period (as defined below) (the Rump Shares) may be
placed via a private placement with certain qualified investors in
the Netherlands and in selected geographies in the European
Economic Area, and outside the United States of America in reliance
of Regulation S under the Securities Act by means of an accelerated
bookbuild offering at the Issue Price (the Rump
Offering and together with the Rights Offering referred to
as the Offering).
The Rights Offering is expected to commence at
09:00 CET on 7 December 2018, and to end no later than 15:00 CET on
18 December 2018 (the Rights Offering Period),
subject to acceleration or extension on the timetable or the
withdrawal of the Rights Offering. The Rump Offering, if any, is
expected to commence immediately after the closing of trading on
Euronext Amsterdam 18 December 2018, and to end no later than 9:00
CET on 19 December 2018 (the Rump Offering Period,
together with the Rights Offering Period the Offering
Period), subject to acceleration or extension on the
timetable or the withdrawal of the Rump Offering. Subject to
acceleration or extension of the timetable or withdrawal of the
Offering, listing and trading of the Offer Shares and Rump Shares
is expected to commence on or about 21 December 2018. Payment (in
euro) for, and issue and delivery of, the Offer Shares and the Rump
Shares (the Settlement) is expected to take place
on or about 21 December 2018 (the Settlement
Date). The Offer Shares and Rump Shares will be delivered
in book-entry form through the facilities of the Centraal Instituut
voor Giraal Effectenverkeer B.V. (Euroclear
Nederland).
The Issue Price per Offer Share is EUR 1.50.
Subject to certain exceptions and applicable securities laws, and
provided the Company has established to its satisfaction that such
action would not result in the contravention of any registration
requirement or other legal regulations in any jurisdiction, the
Shareholders as of the Record Date will be granted Rights that
entitle Eligible Persons to subscribe for Offer Shares at the Issue
Price. Each Share held by a Shareholder, immediately after the
closing of trading on Euronext Amsterdam at 17:40 CET on 6 December
2018, will entitle such Shareholder to one (1) Right. In accordance
to the subscription ratio, every five (5) Rights will entitle a
Shareholder who is an Eligible Person to subscribe for one (1)
Offer Share at the Issue Price (the Subscription
Ratio). A holding of less than five (5) Rights will not
give the holder thereof any rights in connection with the Rights
Offering and such Rights will, if not transferred, automatically
lapse without value. The Rights will not be admitted to listing and
trading on any regulated market. The statutory pre-emption rights
(wettelijke voorkeursrechten) of the Shareholders in respect of the
Offering have been excluded.
Subject to the restrictions set out below, any
Shareholder who is an Eligible Person may subscribe for Offer
Shares by exercising its Rights from 09:00 CET on 7 December 2018,
which is the beginning of the Rights Offering Period, up to 15:00
CET on 18 December 2018, which is the end of the Rights Offering
Period. The last date and/or time before which notification of
exercise instructions may be validly given may be earlier,
depending on the financial institution through which the Rights are
held. Any extension of the timetable for the Offering will be
published in a Press Release at least three (3) hours before the
end of the original Offering Period, which will be placed on
www.ease2paynv.com (the Website), provided that
any extension will be for a minimum of one (1) full business
day.
To qualify for allocation of Offer Shares,
investors must place their subscriptions for Offer Shares during
the Offering Period through financial intermediaries. Different
financial intermediaries may apply different deadlines before the
closing time of the Rights Offering Period. NIBC Bank N.V., through
Euroclear, will communicate to the financial intermediaries, the
aggregate number of Offer Shares allocated to their respective
investors. It is up to the financial intermediaries to notify
investors of their individual allocations of Offer Shares.
Investors participating in the Offering will be
deemed to have checked each Press Release and any Additional
Information Document (as defined below) and confirmed whether they
meet the requirements laid down in the Selling and Transfer
Restrictions as set out in Annex B and as stated in any other Press
Release and any Additional Information Document (as defined below).
If in doubt, investors should consult their professional advisor,
their financial institution or broker.
The Rights Offering Period will end at 15:00 CET
on 18 December 2018. In case there are unexercised Rights, the
Company may decide to offer the Rump Shares from the unexercised
Rights via a private placement to certain qualified investors in
the Netherlands and in selected geographies in the European
Economic Area, and outside the United States of America in reliance
of Regulation S under the Securities Act, by means of an
accelerated bookbuild offering at the Issue Price. NIBC Bank N.V.
will act as Sole Bookrunner for such Rump Offering, if any, which
is expected to commence immediately after the closing of the
trading on Euronext Amsterdam on 18 December 2018. Any qualified
investors who are interested in any Rump Shares may place the
orders for such Rump Shares directly with the Sole Bookrunner
during the accelerated bookbuild offering in the Rump Offering. The
Sole Bookrunner cannot guarantee that the Rump Offering, if any,
will be successfully completed.
The allocation of Rump Shares, if any, is
expected to take place shortly after the end of the Rump Offering
Period, on or about 19 December 2018. Allocation to qualified
investors who subscribed for Rump Shares in the Rump Offering will
be made on a systematic basis (pro rata) and full discretion will
be exercised by the Company as to whether or not and how to allot
the Rump Shares. The Company may, at its own discretion and without
stating the grounds, reject any subscriptions by qualified
investors wholly or partly. During the Rump Offering, no minimum or
maximum subscription amount for Rump Shares will apply.
The results of the Offering will be communicated
through a Press Release on the Website.
Any acceleration of the timetable for the
Offering will be published in a Press Release at least three (3)
hours before the proposed end of the accelerated Offering Period,
which will be placed on the Website. In any event, the Offering
Period will be at least six (6) business days. If and when the
Offering should be withdrawn, which can be done at the sole
discretion of the Company, notice thereof will be given as soon as
possible by the Company through a Press Release, which will be
placed on the Website. Any entitlements in relation to a withdrawal
of the Offering, will be deemed to have expired without
compensation.
If the Offering is withdrawn and Settlement does
not take place, all subscriptions for Offer Shares and Rump Shares
will be disregarded, any allotments made will be deemed not to have
been made and any subscription payments made will be returned
without interest or other compensation. Any transfers of Rights or
trades in Offer Shares or Rump Shares prior to Settlement are at
the sole risk of the parties concerned. Neither the Company, the
Subscription, Issuing, and Settlement Agent nor Euronext Amsterdam
accept any responsibility or liability for any loss incurred by any
person as a result of a withdrawal of the Offering or the related
annulment of any transactions in Shares on Euronext Amsterdam.
The Offer Shares and Rump Shares will be
delivered in book-entry from through the facilities of Euroclear
Nederland. Payment for and delivery of the Offer Shares and Rump
Shares and trading on Euronext Amsterdam under the symbol "EAS2P"
is expected to take place on 21 December 2018, in accordance with
their normal settlement procedures applicable to equity securities
and against payment (in euro) for the Offer Shares and Rump Shares
in immediately available funds.
The closing of the Offering may not take place
on the Settlement Date or at all if certain conditions or events
referred to in the underwriting agreement entered into by the
Company and the Sole Bookrunner on 3 December 2018 are not
satisfied or waived or occur on or prior to such date. Such
conditions include, among others (i) agreement upon the Offer Price
and the exact number of Rights, Offer Shares and Rump Shares and
entering into a pricing agreement and, (ii) the representations and
warranties made by the Company being true and accurate at the date
of the underwriting agreement.
Timetable The Company has
confirmed the following timetable for the Offering:
Event |
Time |
Date |
Record Date |
17:40 CET |
Immediately after the closing of trading on Euronext Amsterdam at
17:40 CET on 6 December 2018 |
Crediting of rights to Shareholders’ securities account, start of
Rights Offering Period |
09:00 CET |
7 December2018 |
End of Rights Offering Period |
15:00 CET |
18 December 2018 |
Rump Offering (if any) |
|
18 December 2018 |
Results of the Offering, allocation of the Offer Shares and Rump
Shares (if any) |
|
19 December 2018 |
Issue of, payment for and delivery of the Offer Shares and Rump
Shares |
|
21 December 2018 |
Listing of Offer Shares and Rump Shares on Euronext Amsterdam
|
09:00 CET |
21 December 2018 |
For further information on the Offering and the
Company, we refer to the Press Releases as published on the
website, all information and documents (including a Dutch
information document) (each an Additional Information
Document) as well as any (future) messages from Euronext
Amsterdam and/or Euroclear Nederland.
Contact detailsNIBC Bank
N.V.NIBC Equity Agency ServicesT: +31 20 550 8415E:
eas@nibc.com
About Ease2payEase2pay 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
Annex A - Eligible
Persons
Subject to applicable securities laws, and
provided the Company is satisfied that such action would not result
in the contravention of any registration or other legal requirement
in any jurisdiction, Rights will be granted to Shareholders as at
the Record Date. Rights credited to the account of a person who is
not an Eligible Person shall not constitute an offer of Offer
Shares to such person. A financial institution may not acknowledge
the receipt of any Rights, and the Company reserves the right to
treat as invalid the exercise, purported exercise or transfer of
any Rights, which may involve a breach of the laws or regulations
of any jurisdiction or if the Company believes, or any of the
Company’s agents believe, that the same may violate applicable
legal or regulatory requirements or may be inconsistent with the
procedures and terms set out in each Press Release or any
Additional Information Document or in breach of the representations
and warranties to be made by an accepting holder, as described
herein.
In accordance with the terms and subject to
certain exceptions:
- the Rights being granted in the Offering may be exercised only
by an Eligible Person, subject to applicable securities laws;
- the Rights being granted or Offer Shares being offered in the
Offering may not be offered, sold, resold, exercised, transferred
or delivered, directly or indirectly, in or into jurisdictions
other than the Netherlands where the Rights may not be granted and
Offer Shares may not be offered pursuant to applicable law,
including, but not limited to, the United States, Australia,
Canada, Hong Kong, Singapore, South Africa and Japan, subject to
certain limited exceptions (the Ineligible
Jurisdictions); and
- any Press Release or any Additional Information Document may
not be sent to:
- any person residing in an Ineligible Jurisdiction or with a
citizenship from an Ineligible Jurisdiction such that he or she
cannot lawfully receive the Rights or participate in the Offering;
or
- any Shareholder or any other person residing in a jurisdiction
other than the Netherlands where the Rights may be granted and
Offer Shares may be offered, but to whom certain restrictions
apply, as set out in Annex B to this Press Release, as a result of
which he or she cannot receive the Rights or lawfully participate
in the Offering (such a person being an Ineligible
Person).
Persons who are not Ineligible Persons are
referred to as Eligible Persons.
The Rights will initially be credited to
financial intermediaries for the accounts of all Shareholders who
hold Shares in custody through such financial intermediary on the
Record Date. A financial intermediary may not exercise any Right on
behalf of any Ineligible Person and will be required in connection
with any exercise of the Rights to certify to such effect.
Exercise instructions or certifications sent
from or postmarked in any Ineligible Jurisdiction will be deemed to
be invalid and the Rights and Offer Shares will not be delivered to
addresses inside any Ineligible Jurisdictions.
Representations and warranties by
Eligible PersonsSubject to certain exceptions, if a person
(i) accepts, takes up, delivers or otherwise transfers Rights, (ii)
exercises Rights to subscribe for Offer Shares, or (iii) purchases,
subscribes for, trades or otherwise deals in Offer Shares being
granted or offered, respectively, in the Offering, will be deemed
to have given, made, and in some case be required to explicitly
confirm, each of the following representations and warranties to
the Company, to the Subscription, Issuing and Settlement Agent and
to any person acting on behalf of either the Company or the
Subscription, Issuing and Settlement Agent, unless in the Company’s
or NIBC Bank N.V.'s discretion the Company waives such
requirement:
- It is not located inside an Ineligible Jurisdiction;
- It is not an Ineligible Person;
- It is not acting, and has not acted, for the account or benefit
of an Ineligible Person;
- It will not offer, sell or otherwise transfer either a Right or
an Offer Share to any person located in an Ineligible Jurisdiction
(which will be deemed to be satisfied when trading Offer Shares in
the marketplace through Euronext Amsterdam); and
- It was a Shareholder as at 17:40 CET on the Record Date, or
such person lawfully acquired or may lawfully acquire Rights,
directly or indirectly, from such a Shareholder or from a person
that subsequently lawfully acquired Rights.
The Company, the Subscription Agent, Issuing
Agent and Settlement Agent and any persons acting on behalf of the
Company will rely upon the truth and accuracy of this person’s
representations and warranties. Any provision of false information
or subsequent breach of these representations and warranties may
subject that person to liability.
A person acting on behalf of another person
exercising its Rights or purchasing Offer Shares (including,
without limitation, as a nominee, custodian or trustee), will be
required to provide the foregoing representations and warranties to
the Company and the Subscription, Issuing and Settlement Agent with
respect to the exercise of Rights or purchase of Offer Shares on
behalf of such person. If such person does not provide the
foregoing representations and warranties, neither the Company, nor
the Subscription, Issuing and Settlement Agent nor any persons
acting on behalf of either the Company or the Subscription, Issuing
and Settlement Agent, will be bound to authorise the allocation of
any Shares to such person or the person whose behalf is acted for;
neither will they be liable for any damages incurred as a result
thereof.
Annex B - Selling and Transfer
Restrictions
GeneralNo action has been or
will be taken to permit a public offering of the Rights or the
Offer Shares in any jurisdiction other than the Netherlands.
Receipt of a Press Release or any Additional Information Document
will not constitute an offer in those jurisdictions in which it
would be illegal to make an offer and, in those circumstances, all
Press Releases are for information purposes only and should not be
copied nor redistributed. If an investor receives a copy of a Press
Release or any Additional Information Document, such documents may
not be treated as constituting an invitation or offer to the
recipient, nor should the recipient in any event deal in Offer
Shares, unless, in the relevant territory, such an invitation or
offer could lawfully be made to the recipient and Offer Shares can
lawfully be dealt in without contravention of any unfulfilled
registration or other legal requirements. Accordingly, if a
recipient receives a copy of a Press Release, the recipient should
not, in connection with the Offering, distribute or send the Press
Release, or transfer Offer Shares to any person in or into any
jurisdiction where to do so would or might contravene local
securities laws or regulations.
Subject to certain exceptions, financial
intermediaries, including brokers, custodians and nominees, are not
permitted to send or otherwise distribute any Press Release, or any
other Additional Information Document to any Ineligible Person.
Persons and/or companies such as financial
intermediaries, including brokers, custodians and nominees into
whose hands this Press Release comes, are required by the Company
and NIBC Bank N.V. to comply with all applicable laws and
regulations in each country or jurisdiction in or from which they
purchase, offer, sell or deliver the Offer Shares or have in their
possession or distribute this Press Release, in all cases at their
own expense.
Subject to the specific restrictions described
below, if a recipient of a copy of the Press Release, or any
Additional Information Document (including, without limitation, his
or her nominees, custodians and trustees) is outside the
Netherlands and wishes to sell, transfer or exercise Rights or
subscribe for or purchase Offer Shares, the recipient must
reasonably believe to comply with the applicable laws of any
relevant territory including obtaining any requisite governmental
or other consents, observing any other requisite formalities and
paying any issue, transfer or other taxes due in such territories.
Neither the Company, the Subscription Agent, Issuing Agent,
Settlement Agent nor Euronext Amsterdam accept (i) any legal
responsibility for any violation by any person, whether or not an
Admitted Institution, prospective subscriber or purchaser of any of
the Offer Shares, of any such restriction, (ii) any legal
responsibility or liability for any loss incurred by any person as
a result of a withdrawal of the Offering or the related annulment
of any transactions in Shares on Euronext Amsterdam.
The information set out in this section is
intended as a general guide only. If a recipient of a Press
Release, or any Additional Information Document is in any doubt as
to its position, he or she should consult his or her professional
advisor without delay.
Selling Restrictions
United StatesThe Rights, Offer Shares and Rump
Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (Securities
Act) and may not be offered, granted, sold, taken up,
delivered, renounced or transferred in or into the United States.
In addition, until 40 days following the commencement of the
Offering, an offer or sale of the Rights, the Offer Shares and Rump
Shares within the United States by any financial institution
(whether or not participating in the Rights Offering) may violate
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 the Rights, Offer Shares or
Rump Shares in the United States. The Rights, Offer Shares and Rump
Shares are being offered and sold in the Netherlands in selected
geographies in the European Economic Area, and outside the United
States of America in reliance of Regulation S under the Securities
Act.
European Economic AreaIn relation to each member
state of the European Economic Area which has implemented the
Prospectus Directive, other than the Netherlands (each, a
Relevant Member State), an offer of Offer Shares
may not be made to the public in that Relevant Member State, except
that an offer of Offer Shares may be made to the public in that
Relevant Member State at any time under the following exemption
under the Prospectus Directive, if and only to the extent it is
implemented in that Relevant Member State, namely to any legal
entity which is a qualified investor as defined in the Prospectus
Directive; provided that no such offer of Offer Shares shall result
in a requirement for the publication by the Company or any initial
purchaser of a prospectus pursuant to Article 3 of the Prospectus
Directive.
For the purposes hereof, the expression an
offer to the public in relation to any Offer
Shares in any Relevant Member State means the communication in any
form and by any means of sufficient information on the terms of the
Offering and any Offer Shares to be offered so as to enable an
investor to decide to purchase or subscribe to any Offer Shares, as
that expression may be varied in the Relevant Member State by any
measure implementing the Prospectus Directive in that Relevant
Member State.
The expression Prospectus
Directive means Directive 2003/71/EC (and any supplements
and/or changes, including Directive 2010/73, if and in so far
implemented in any Relevant Member State), including any
relevant implementing measure in each Relevant Member State. The
Sole Bookrunner has not and will not offer any Rump Shares in the
Netherlands and in selected geographies in the European Economic
Area, other than exclusively to qualified investors
(gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch
Financial Supervision Act (Wet op het Financieel Toezicht) or to
legal entities which are 'qualified investors' as defined in the
Prospectus Directive.
United KingdomIn addition to the restrictions
identified above, any invitation or inducement to engage in
investment activity (within the meaning of Article 21 FSMA) in
connection with the issue or sale of the Offer Shares may only be
communicated or caused to be communicated in the United Kingdom in
circumstances in which Article 21(1) FSMA does not apply or if an
exemption (as set out in the FSMA (Financial Promotion Order 2005)
applies.
Annex C - 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
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- Press Release Launch Ease2pay
Docdata Nv (EU:EAS2P)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
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