Datacash Group PLC
08 February 2007
DataCash Group plc ("DataCash" or the "Company")
Proposed Acquisition of NetGiro Systems AB ("NetGiro")
Introduction
DataCash Group plc, the AIM - listed payment service provider, today announces
the proposed acquisition of the entire issued share capital of NetGiro Systems
AB ("NetGiro") for €10.25m (approximately £6.75 million) in cash which includes
the cash on the balance sheet at completion. At 31 December 2006 this was
approximately €3.5 million (£2.31 million). The consideration will be satisfied
from DataCash's existing cash resources.
The acquisition is conditional, inter alia, upon approval by the shareholders of
NetGiro International AB, the holding company of NetGiro.
Background to the acquisition.
NetGiro, based in Stockholm, Sweden, is a payment service provider targeting the
cardholder not present e-commerce market and has a range of international
customers which will broaden the sectors in which the Company operates.
NetGiro has integrated to a range of European payment networks which combine to
provide NetGiro's clients with the ability to take payment from consumers in
their preferred local payment method.
DataCash's stated vision is to provide a global payment processing and risk
management solution for internet merchants. The acquisition of NetGiro will
extend the international reach of DataCash's product offering by providing
clients with access to local European payment instruments such as Dankort, Carte
Bleue, International Direct Debits, Bank Wire Transfers and Giropay.
For the year ended 31 December 2006, NetGiro earned unaudited profits before tax
of approximately SEK 8 million (£0.58m) and had unaudited net assets of SEK41
million (£2.96m). These numbers have been extracted from the management accounts
of Netgiro International AB.
Terms of the acquisition
Under the terms of a share purchase agreement ("SPA") entered into today between
DataCash and NetGiro International AB (the "Seller"), DataCash has conditionally
agreed to acquire the entire issued share capital of NetGiro from the Seller for
€10.25 million (£6.75 million) in cash, which includes the cash on the balance
sheet at completion. At 31 December 2006 this was approximately €3.5 million
(£2.31 million). The consideration will be satisfied from DataCash's existing
cash resources.
Completion of the SPA is conditional upon the satisfaction of certain
conditions, including the passing of resolutions by a two thirds majority of the
Seller's shareholders at an extraordinary general meeting, which has been
convened for 26 February 2007 to vote in favour of (i) amending the articles of
association of the Seller; and (ii) the acquisition. Under Swedish law, the SPA
will only be deemed binding on the Seller (although will be deemed binding on
DataCash from the time of signing) once the amended articles permitting the
acquisition of NetGiro have been registered at the Swedish Companies
Registration Office. Accordingly, completion of the SPA is also stated to be
conditional on the amended articles having been duly registered. It is therefore
anticipated that closing will have taken place by 31 March 2007.
The acquisition is expected to be earnings enhancing for the year ended 31
December 2008 onwards as it is the Company's intention to accelerate the
integration of NetGiro's payment network during 2007. In the year to 31st
December 2007, the acquisition is expected to be earnings neutral*.
Ashley Head is Executive Chairman of DataCash and a significant shareholder in
the Company. Mr Head is also a Director of NetGiro and a Non-Executive Director
of NetGiro International AB, the parent company of NetGiro where he is the board
representative of a significant shareholder. As a result Mr Head has not
participated in the decision by the Board of DataCash to approve the transaction
and transaction related matters.
David Bailey, Deputy Chairman, commented "Our stated vision is to provide a
global risk and payment processing solution for internet merchants, and this
acquisition is another step towards this, broadening our international offering
and providing access to other European payment types."
Enquiries
For further information contact:
DataCash Group plc
David Bailey - Deputy Chairman 0870 7274760
Keith Butcher - Commercial Director 0870 7274760
Paul Burton - Chief Financial Officer 0870 7274760
MJ2 Business Communications
Alice Proctor / Tim McCall (0)20 7491 7776 / 07958 167 119
The exchange rates used throughout this announcement are:
Euro to British Pound (GBP): 1.518, and
Swedish Krona (SEK) to British Pound (GBP): 13.856
*This statement should not be taken to mean that the earnings per share of
DataCash will necessarily match or exceed the historical reported earnings per
share of DataCash and no forecast is intended or implied.
This information is provided by RNS
The company news service from the London Stock Exchange
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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