Eurowag Call option to acquire JITpay (8894E)

TIDMWPS

RNS Number : 8894E

Eurowag

04 July 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

4 July 2023

EUROWAG

Eurowag exercised its call option to acquire an additional 18.01% stake in JITpay(TM) GmbH

W.A.G payment solutions plc ("Eurowag" or "Group"), a leading pan-European integrated payments and mobility platform focused on the commercial road transportation ("CRT") industry, today announces it has exercised its call option to acquire an additional 18.01% stake in JITpay(TM) GmbH ("JITpay"), a Germany-based payment service provider specialised in digitalising billing, receivables management and financing for the logistics industry. Eurowag entered a strategic partnership with JITpay on 27 September 2022, when it acquired a 9.99% stake for an initial consideration of EUR14.3 million, of which EUR3.5 million was used as primary capital. As per the original agreement, Eurowag had a call option to acquire an additional 18.01% share, which could be exercised by 3 July 2023 for a consideration of EUR25.7 million, of which EUR6.5 million will be used as primary capital.

JITpay's SaaS based transport management solution supports small and medium-sized transportation companies with quick payment of their invoices and digitalises the entire invoice management process, which is fully in line with Eurowag's strategy to improve the efficiency and enhance the access to capital within the CRT industry. The investment will further enhance Eurowag's platform capabilities by adding industry specific invoice discounting and billing management capabilities. JITpay is active in Germany, Poland, the Netherlands, Czechia, Slovakia, Slovenia, Lithuania, Latvia and Spain, and has several active strategic partnerships with Europe's largest freight exchanges. In addition, this partnership will strengthen Eurowag's presence in Germany, the largest trucking market in Europe, with JITpay's fast-growing base of over 2,150 customers, and further expands the Group's vast data lake.

Under the option being exercised, Eurowag has agreed to acquire an additional 18.01% of JITpay's share capital from its founders, management and Volksbank eG Braunschweig Wolfsburg on a pro rate basis. The proceeds from the primary capital will be used to fund JITpay's further expansion. The remaining 72% stake will continue to be held by existing shareholders. There are Call and Put arrangements in place that give Eurowag the option to acquire the remaining 72% stake of JITpay's share capital from 2025 onwards. The price of the Put or Call payable by the Group for the remainder of JITpay's share capital will be based on a multiple of 10x of the average of JITpay's profit before tax over the twelve-month period to 31 December 2024 and 31 December 2025 with the Put being subject to a cap of EUR129.3 million.

For the 12 months ended 31 December 2022, JITPay had net interest income of EUR1.7million and gross assets of EUR29.4 million.

The purchase of the additional 18.01% stake in JITpay will be funded from existing funds and the transaction is subject to customary closing conditions, including clearance by the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), and is expected to complete in the first half of 2024.

The Transaction constitutes a Class 2 transaction for the purposes of the UK Financial Conduct Authority's Listing Rules.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended). The person responsible for the release of this announcement on behalf of Eurowag is Carla Bloom, Head of Investor Relations and Communications.

ENQUIRIES

Eurowag

Carla Bloom

Head of Investor Relations and Communications

+44 (0) 789 109 4542

investors@eurowag.com

Instinctif Partners

Tim McCall, Galyna Kulachek, Bryn Woodward

IR and international media

+44 (0)20 7457 2020

eurowag@instinctif.com

About Eurowag

Eurowag was founded in 1995 and is a leading pan-European integrated payments & mobility platform focused on the commercial road transportation industry. Eurowag's innovative solutions make life simpler for small and medium businesses in the Commercial Road Transportation industry across Europe through its unique combination of payments solutions, seamless technology, a data-driven digital eco-system and high-quality customer service. www.eurowag.com

About JITpay (TM)

JITpay(TM) is a fast-growing and internationally active payment service provider specialising in the logistics industry. Founded in 2016, the JITpay(TM) Group employs over 100 people in Braunschweig, Wroclaw, Basel, Barcelona and Bucharest. The company digitises the billing and payment processes in logistics as it takes over the complete service settlement between client and contractor and combine this with a specially developed (transport company) factoring programme. It has its own fully digital factoring company and an integrated SaaS transport management system for its customers. www.jitpay.eu

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