Ease2pay announces intended acquisition of Involtum and capital raise to accelerate growth - Seite 2

Edwin Noomen, managing director and co-founder of Involtum commented: “We are very enthusiastic about the opportunity to combine forces with Ease2pay and take the next step to accelerate our growth. Ease2pay’s abilities in mobile payments enhance our capabilities in IoT. We are proud to be entering into this new phase with the continued support of our shareholders and we are looking forward to building our combined future.”

The acquisition of Involtum is in line with previously announced growth ambitions of Ease2pay and follows an assessment of the Company’s various strategic growth opportunities executed earlier this year. Through this Transaction, Ease2pay expects to benefit from strong trends supporting growth of self-service by offering IoT and mobile payments solutions to a wider range of sectors. On the corporate website https://investor.ease2pay.eu/ a detailed combined Investor Presentation is published.

DETAILS OF THE TRANSACTION

Acquisition of Involtum

Ease2pay intends to acquire all shares in the share capital of Involtum in exchange for 10,714,792 newly issued non-listed shares in the Company (the "Transaction"). Following the Transaction and Private Placement (as defined below), the Involtum shareholders are expected to hold approximately 46,4% of the outstanding shares in the Company.

Loan conversions prior to the Transaction

Prior to the Transaction, Involtum shareholders and ENERGIIQ Energie-Innovatiefonds Zuid-Holland B.V., with whom Involtum has entered into multiple convertible loan agreements, are expected to convert existing shareholders loans and accrued interest for an aggregate amount of approximately € 1,400,000 in new shares of Involtum.

Furthermore, the Company and the Company's majority shareholder The Internet of Cars v.o.f. (“The Internet of Cars”) intend to convert an existing shareholder loan and accrued interest from The Internet of Cars, into new non-listed shares for an aggregate amount of approximately € 510,000 prior to the Transaction.

Commitments to subscribe for new non-listed shares

To provide additional growth capital to the Company, the Company intends to issue 2,108,344 new non-listed shares to certain major shareholders of the Company and certain shareholders of Involtum for an aggregate amount of € 6,375,000 (the "Private Placement"). The issue price of the Private Placement will be € 3.02, which was set by the pricing committee of the Company with reference to the volume weighted average price of the listed ordinary shares in the capital of Ease2pay on Euronext Amsterdam the 90 days preceding this press release. The same issue price will apply to the new non-listed shares issued in relation to the conversion of the existing shareholder loan with The Internet of Cars.