Proposed acquisition of DPO Group

RNS Number : 3789U

Network International Holdings PLC

28 July 2020

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Network International Holdings PLC Press Release, 28 July 2020

Network International Holdings Plc, proposed acquisition of DPO

Accelerating our growth in Africa through online payments and mobile money

Network International Holdings plc (the "Company" or "Network International"), the leading enabler of digital commerce across the Middle East and Africa ("MEA"), is pleased to announce that it has entered into an agreement to acquire DPO Group ("DPO"), the leading, high-growth online commerce platform in Africa, for a total consideration of approximately USD288 million (the "Transaction"). The consideration will be almost entirely funded through the proceeds from an equity placing representing 10.0% of the Company's existing issued share capital, USD50 million vendor consideration shares issued to Apis Growth Fund I, managed by Apis Partners ("Apis"), USD13 million consideration shares issued to the DPO co-founders, with any small remaining balance to be funded via existing debt facilities.

DPO is the largest online commerce platform operating at scale across Africa

· Rapid growth profile with revenue CAGR of c.40% from 2017-2019 and Total Processed Volume ("TPV") CAGR of c.30% from 2017-2019. Revenues of USD16 million in 2019

· Leading e-commerce and mobile money services for >47,000 merchants across high quality brands

·Present in 19 countries across Africa with South Africa, Kenya and Tanzania representing major markets. Multiple distribution channels with on the ground presence to recruit merchants, combined with direct connectivity to acquiring banks

Strong strategic fit and growth accelerator for Network International

· Market: consolidates and accelerates our presence in Africa, the most underpenetrated and fast growing payments market in the world. Africa expected to represent c.40% of Network International total revenue by 2024 (27% in 2019), giving us an evenly balanced business in Africa across Merchant and Issuer Solutions

· Distribution and relationships: brings direct merchant and Mobile Network Operator ("MNO") relationships, broadening our business in Africa across the entire payments value chain

· Capabilities and innovation: widens our capabilities and exposure in fast growing online payments and mobile money, enabling merchants to accept a wide range of payments methods

· Cross selling opportunities: combined incremental capabilities and solutions provide significant cross-sell opportunities to both Network International and DPO customers

· Disciplined capital allocation: acquisition expected to be broadly EPS neutral in 2022, including integration costs. Double digit ROCE within 3-4 years, and significantly higher thereafter

DPO has seen strong current trading, following Covid-19 lockdowns

· Digital and online payments market in Africa expected to grow at 19% CAGR[1] over the next five years and Covid-19 expected to accelerate this growth

· E-commerce penetration in Africa is 0.3% of private consumption, versus c.5% in the United Kingdom and c.17% in China[2]

· Following stringent lockdowns in DPO's main market of South Africa during April:

· DPO signed c.4,400 merchants in June 2020, an all-time high

· TPV growth year-on-year was 27% in May (57% in constant FX) and 27% in June (49% in  constant FX)

Financing and structure

·DPO Co-Founders incentivised and aligned through rollover of USD13 million of their DPO ownership into Network International shares (the "Co-Founders Consideration Shares") and a two year holding period (from the point of acquisition signing)

· Acquisition consideration to be almost entirely financed through proceeds from a 10% equity placing, USD50 million vendor consideration shares issued to Apis (subject to a three month lock-up from the point of acquisition completion), and the Co-Founders Consideration Shares, with any small remaining balance funded by existing debt facilities

·Completion of the Transaction is expected in Q4 2020, subject to customary closing conditions including regulatory and anti-trust

Simon Haslam, Chief Executive Officer, commented:

"We are excited by the proposed acquisition of DPO, the leading high-growth online commerce platform operating at scale across Africa. Africa is a vast and diverse continent, representing the world's most underpenetrated, nascent and fast growing payments markets, where we have seen recent signs of an acceleration in those trends. DPO will further consolidate our presence in Africa, strengthen our position across the entire payments value chain and accelerate our growth. This acquisition will widen our capabilities across online, mobile and alternative payments; bring an extensive and diverse range of direct merchant relationships to our business; and provide a wider range of solutions for our existing customers. We look forward to bringing our two businesses together and welcoming DPO's colleagues into our group. Together, we have a powerful combination to accelerate digital payments across our regions and deliver significant shareholder value."

Enquiries

Network International	[e-mail]
Amie Gramlick, Head of Investor Relations
Evercore - Financial Adviser
Anil Rachwani, Jim Renwick, Olivier Christnacht, Inga Prinz
Citigroup Global Markets Limited - Joint Corporate Broker
Robert Redshaw, Jean-Baptiste Petard, Suneel Hargunani, Jessica Murray
J.P. Morgan Cazenove - Joint Corporate Broker
Bill Hutchings, Nicolas Skaff, Prateek Trehan, James Summer
Finsbury - Public Relations Adviser	[e-mail]
James Leviton, Rob Allen

Analyst and investor presentation

An investor presentation on the Transaction can be found on the Company's website link: investors.networkinternational.ae

A conference call and short presentation for analysts and investors will be held tomorrow, 29^th of July, at 9am UK / 12pm GST with a conference call dial-in facility including live Q&A, as well as a listen only webcast option, can be accessed using the following details:

· Conference call dial-ins: UK: [phone] / UAE: 8000 3570 2653 using the confirmation code: 6212989

· Webcast link: https://webcasts.eqs.com/networkint20200723

A replay will also be available following the presentation through the same link above one hour after the presentation finishes.

DPO, the leading high-growth online commerce platform in Africa

DPO is an e-commerce platform and payments provider, primarily providing managed payments, online gateway, online fund transfers and value added services ("VAS") for merchants across Africa, with a presence in 19 countries. In 2019, processing USD1.9 billion in merchant TPV and generating USD16 million of revenue, of which 23% of revenue was derived from online gateway solutions, 41% from managed payments, 19% from online fund transfers and 19% from VAS. DPO has a fast growth profile, having increased revenue and TPV at 39% and 30% CAGR 2017-2019, respectively. In 2019, DPO made a loss before tax of USD3.2 million and had gross assets of USD78.1 million as at 31 December 2019. The business today is well-invested with a strong technology offering and clear path to profitability on a standalone basis, particularly given the high fixed cost base.

DPO facilitates online payments for over 47,000 merchants across Africa. The fast growing merchant customer base represents a portfolio of high quality blue chip brands, diversified in both size and across industries. DPO has direct relationships with merchants, enabled through a comprehensive go-to-market strategy, including an on the ground direct salesforce, as well as wider reach powered by digital, online and strategic partners acting as a referral network. This is complemented by direct connectivity to acquiring banks and MNOs. This has made DPO the obvious partner for international e-commerce players seeking a single payments partner in the African market, such as Uber, KFC, Total and DHL.

In addition, DPO facilitates acceptance of a wide range of payment types from consumers, including cards, mobile money, online funds transfers and e-wallets. Given the growing popularity of these payment methods across Africa, the ability for merchants to accept a broad suite of payments methods is critical to their success.

DPO is headquartered in Nairobi (Kenya), with regional offices and customer support in Cape Town (South Africa), Accra (Ghana) and Abidjan (Ivory Coast). DPO has over 300 full time employees ("FTEs") with c.60 internal salesforce FTEs and c.70 FTEs dedicated to technology.

The co-founders have committed to remaining with Network International. Both DPO's Chairman (Offer Gat) and CEO (Eran Feinstein) will be incentivised and aligned with broader shareholder interests, through the transfer of USD13 million of their DPO ownership into Network International shares, with a minimum holding period of two years. DPO's management will report directly to the CEO of Network International, recognising the business as a key driver of growth for the wider group.

DPO's business model is underpinned by strong market trends

The African digital payments market is highly attractive and underpinned by multiple secular trends, including ongoing supportive macroeconomic and social trends, as well as changing consumer behaviour. These underlying trends drive forecast African digital and online payments revenue growth of 19% (2018-2025)[3] with increasing popularity of online purchasing from a current low base at 0.3% of private consumption[4], and an expanding universe of digital payments methods.

DPO's performance has naturally been impacted through Covid-19 related lockdowns, particularly in April, where the business saw a decline in TPV following a ban on business activities for a number of e-commerce merchants in South Africa. Despite this, the business has shown strong recovery with year-on-year TPV growth of 27% in May (57% in constant FX) and 27% in June (49% in constant FX). Additionally, the business saw record monthly sign-ups in June 2020 of c.4,400 new merchants.

Strong strategic fit for Network International

Our purpose is to enable and lead the transition from cash to digital payments across the Middle East and Africa. The acquisition of DPO builds on and complements our strategic framework.

Market: consolidates our presence in Africa, the most underpenetrated, nascent and fastest growing payments market in the world

Africa represents a highly diverse and fragmented payments market, where cash transactions still dominate and there is significant headroom for overall digital payments growth. Digital payments represent around only 5% of all transactions in aggregate[5] and within this, selected areas such as e-commerce and other online transactions are significantly underrepresented, representing only 10% of total African digital and online payments revenues in 2018[6]. Total African payments revenues are expected to grow at c.19% 2018-2025, with the proportion of online electronic revenues increasing from 10% to 25% over the same period, equivalent to growth of c.35%⁵.

DPO is one of the leading online digital players in Africa and present across the five countries that are expected to contribute c.50% of the online payments growth by 2025 (South Africa, Nigeria, Kenya, Ghana and Tanzania) which, in absolute terms, are expected to see growth in online payments of USD1.0bn, USD0.7bn, USD0.5bn, USD0.5bn and USD0.4bn, respectively, through that period⁵. In the business' core markets of South Africa, Kenya and Tanzania, e-commerce is forecast to grow c.20% 2019-2024, respectively[7].

There are also indications that Covid-19 has accelerated the move away from cash, particularly in regards to e-commerce and alternative payments. In a McKinsey Africa consumer survey, over 30% of consumers said that they were increasing usage of online and mobile banking tools during the pandemic ^[8] . E-Commerce adoption by SMEs in South Africa is also expected to double reaching 45-55% by 2025, compared to 37% in the US and 68% in the UK today.[9]

Distribution and relationships: powerful combined relationships to drive digital payments adoption

From a group wide perspective, Network International has a full service offering across the payments value chain, in both Merchant and Issuer Solutions. In Africa, whilst we provide acquirer processing services for bank customers, we have not yet pursued direct merchant relationships and the business remains predominantly Issuer Solutions focused. DPO gives us direct relationships with a scaled and diversified merchant portfolio, acquiring banks and MNOs, combined with broader connectivity to traditional card and alternative payments. The acquisition will increase our share of the payments value chain through presence on both sides of the transaction, acquiring and issuing. With an expanded network of relationships and connectivity to more participants in the payments value chain, we will have a more balanced business in Africa, with a stronger platform through which to drive digital payments adoption, as well as increased revenue opportunities for customers.

Capabilities and innovation: broadening our exposure to fast growing online and mobile money

We believe Africa will see strong growth across a multiplicity of payments types, with a foundation in traditional card payments, but also a greater participation of alternative payments than we see in other markets. Online fund transfers and e-wallets are expected to gain share of e-commerce payments; according to a leading global consulting firm[10], online fund transfer and e-wallet facilitated payments are forecast to reach a combined proportion of c.55% of South African e-commerce sales by 2024, compared to 42% in 2019. Overall, over 50% of African online transaction revenues are expected to be generated from non-card transactions by 2025[11].

DPO significantly enhances our capabilities in this area, with an e-commerce gateway that is directly connected to mobile money operators, online funds transfers, and e-wallets, as well as facilitating card payments. DPO also has a full omnichannel offering allowing merchants the ability to accept payments in-store, online and via mobile devices. The combined Network International and DPO proposition offers a one-stop shop solution for merchants, with multiple payment acceptance methods.

Cross selling opportunities: strengthens our market leading capabilities and solutions for both Network International and DPO customers

A number of our bank customers in Africa, for whom we provide Issuer Solutions payments processing services, do not currently have a direct merchant acquiring business. Through DPO, we will be able to combine our strong bank relationships and DPO's capabilities, to provide online acquiring services for merchants throughout Africa. This introduces our card issuing bank customers to merchant acquiring in a measured manner, providing their merchant banking customers with more services, without the bank needing to directly invest in online acquiring capabilities. This enables those banks to access both issuing revenue and some element of the merchant acquiring revenue stream. For our bank customers in Africa who already have an acquiring business and where we provide processing services, we will have the ability to further expand our relationships, adding DPO's capabilities to our existing wide range of innovative payments capabilities including our white labelled N-Genius^TM Point-of-sale (POS) terminals or online gateway.

We also have the opportunity to improve services and cross-sell our market leading capabilities to DPO's merchants, leveraging Network International's global expertise. For example, we will be able to offer broader combined multiple payment acceptance methods, a stronger VAS proposition, as well as cross-selling Network International's POS and mobilePOS solutions into DPO's customer base. Additionally, we see scope to utilise the managed payments model to expand online acceptance in Middle Eastern markets such as Saudi Arabia.

Acceleration of our growth over the medium to long term

DPO has a proven high growth financial track record, having delivered TPV CAGR of 30% from 2017-19 and revenue CAGR of 39%. Looking ahead, on a standalone basis, we have taken prudent assumptions and expect revenue growth trajectory similar to market levels, and marginally lower than DPO's historical rates, given a growing absolute size of revenue base. DPO has a well invested cost base, having: established local market presence and sales teams; addressed licensing requirements; and integrated their technology platforms with the relevant acquiring banks and MNOs. With high operating leverage and a relatively fixed cost base, there is a clear path to profitability and we expect the standalone business to generate c30% EBITDA margins within 3-4 years.

This will be further supported by multiple incremental revenue cross-selling opportunities, as described in the previous section, and scope for benefits from technological enhancements such as improved transaction authorisation rates. Such synergies will have a naturally high profit contribution, given the majority of cross-selling opportunities will be to our existing bank customer base, with only a small element of incremental costs associated with delivery.

Bringing this together, we expect the Transaction to deliver a double digit ROCE within 3-4 years, and significantly higher thereafter. Looking further ahead, we see significant growth acceleration, delivered through an increased exposure to the underlying African digital payments market, e-commerce and alternative payments, and a stronger service offering across the payments value chain to both existing and new customers.

Network International and DPO current trading and outlook

Network International will report full interim financial results on 18 August 2020, as previously scheduled. An indication of interim financials are provided below, and are in line with the view presented in the H1 pre close statement on 6 July 2020. As these financials are currently an indicative view, they may be subject to further minor updates through to formal publication on 18 August. Current trading for Network International remains within expectations, and outlook and guidance for the financial year 2020 is unchanged. Timing of the DPO acquisition will have no material impact on our 2020 financial performance. The Group has a strong balance sheet, ending H1 2020 with a leverage ratio of 2.0x net debt: underlying EBITDA, having successfully refinanced our syndicated lending facility earlier in the year. Under our current outlook, and incorporating the small proportion of the DPO acquisition that will be funded from existing debt facilities, we expect to remain comfortably within our financial covenants.

DPO's performance has been impacted through Covid-19 related lockdowns, particularly in South Africa, which is DPO's largest market, where measures were particularly stringent and included a ban on business activities for a number of e-commerce merchants during March and April. Having seen a decline in TPV of (49)% year-on-year in April (was (34)% in constant FX), DPO has seen year-on-year TPV growth of 27% in May (57% in constant FX) and 27% in June (49% in constant FX).

We are a diversified payments business operating across the payments value chain throughout the Middle East and Africa, which will be advanced and accelerated by the acquisition of DPO. Our business has a highly successful track record, having operated for twenty five years in the region, with consistent high growth in volumes. We remain confident in our ability to navigate through this period and the long term fundamentals remain strong, supported by secular tailwinds of cash to digital payments conversion.

Network International indicative interim financial results 2020	H1 2020	H1 2019
	USD'000	USD'000	Change
Select Financials
Revenue	134,157	152,345	-11.9%
Underlying EBITDA1,6	53,040	76,392	-30.6%
Underlying EBITDA margin (excl. share of associate) 2,6	36.4%	47.2%	(1.1)PPP
Profit from continuing operations	-150	15,764	-101.0%
Underlying net income3,6	21,781	43,8474	-50.3%
Underlying earnings per share (USD cents)3,6	4.4	8.8	-50.3%
Reported earnings per share (USD cents)	(0.1)	2.9	-104.2%
Underlying free cash flow (underlying FCF) 4,6	29,609	59,8105	-50.5%
Leverage ratio5	2.0	1.9	-5.9%
Segmental Results
Middle East revenue	94,487	111,511	-15.3%
Africa revenue	36,566	40,834	-10.5%
Other Revenues	3,103	--	--
Middle East contribution margin7	65.6%	73.0%	(737) bps
Africa contribution margin7	67.1%	69.4%	(229) bps
Business lines
Merchant Solutions revenue	50,848	69,115	-26.4%
Issuer Solutions revenue	79,044	81,675	-3.2%
Other Revenues	4,265	1,555	174.2%
Key Performance Indicators 8
Total Processed Volume (TPV) (USD m)	15,999	21,543	-25.7%
Total number of cards hosted (m)	13.8	13.5	2.2%
Total number of transactions (m)	355.6	367.4	-3.2%

1. Underlying EBITDA is defined as earnings from continuing operations before interest, taxes, depreciation and amortisation, impairment losses on assets, gain on sale of investment securities, share of depreciation of an associate and specially disclosed items affecting EBITDA

2. Excludes the share of the Group's associate, TG Cash, which was USD 4m in H1 2020 .

3. Underlying net income represents the Group's profit from continuing operations adjusted for impairment losses on assets, gain on disposal of investment securities   and specially disclosed items. An impairment of USD 7 m in H1 2020 represents the residual debt issuance costs from the prior financing facility

4. Underlying free cash flow is calculated as underlying EBITDA adjusted for changes in working capital before settlement related balances, taxes paid, maintenance capital expenditure and growth capital expenditure. In H1 2019, the Group did not include growth related capital expenditure as a deduction within the definition of underlying FCF. In our efforts to provide best practice representation of underlying FCF generation, this classification has now changed and has also been reflected in the prior year to enable like for like comparison.

5. Leverage ratio is a calculation of net debt divided by underlying EBITDA

6. Specially disclosed items are items of income or expenses that have been recognised in a given period which management believes, due to their materiality and being one-off / exceptional in nature, should be disclosed separately, to give a more comparable view of the period-to-period underlying financial performance. SDIs in H1 2020 are as follows: SDIs affecting EBITDA USD 6m , SDIs affecting net income USD 9m

7. Contribution is defined as segment revenue less operating costs (personnel cost and selling, operating and other expenses) that can be directly attributed to or controlled by the segments. Contribution does not include allocation of shared costs that are managed at group level and hence shown separately under central function costs.

8. Key Performance Indicators

Total Processed Volume (TPV): is defined as the aggregate monetary volume of purchases processed by the Group within its Merchant Solutions business line.

Number of cards hosted: is defined as the aggregate number of cards hosted and billed by the Group within its Issuer Solutions business line.

Number of transactions: is defined as the aggregate number of transactions processed and billed by the Group within its Issuer Solutions business line.

Definitions

Gateway

A payment gateway is the online equivalent of a physical payment terminal - connecting the online checkout with a merchant acquirer. It enables consumers to buy online from Merchants using card, mobile money or alternative payment methods of their choice. The Gateway also links the customer's bank, card brand or mobile money operator to the merchant's bank account. In addition to authorising, the Gateway acts as an intermediary/technology layer between the Merchant and the Acquiring bank, by switching the payment information and instructions to the acquiring bank. There is a prerequisite for usage that the merchant is required to have a Merchant account with the acquiring bank.

Managed Payments

Managed Payments enables merchants to accept multiple forms of payment and bank transfers without having to establish direct relationships with acquiring banks or payment gateways. DPO acts as one merchant of record across the value chain (with Issuers, Acquirers and Card Schemes). DPO receives settlement of transaction proceeds from an acquiring bank, on behalf of a merchants, before settling the merchants within a pre-defined period.

Online Fund Transfer

Online Fund Transfer provides shoppers and merchants with the functionality to make online payments, directly from their bank accounts. This provides convenient, secure authentication through internet banking login and one-time PIN / SMS. There are multiple benefits for merchants including customer retention, better working capital management and reduced fraud.

Value added services

Add-on services that are offered to merchants, issuers, consumers and other customers. Selected DPO examples DPO Store, DCC, mPOS and mobile money.

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This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by each of Citigroup Global Markets Limited, Evercore Partners International LLP or J.P. Morgan Securities plc (the Banks) or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

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ENDS

 

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[1] Source: Estimates from a leading consulting firm, 2018-2025. Market growth refers to digital and online payments revenue growth. Includes revenues generated from debit card, credit card, mobile money and electronic transfer payment methods

[2] Source: Euromonitor, Planet Retail. 2018 data

[3] Leading global consulting firm, Central Bank, World Bank, IMF. Online includes revenue generated from mobile, cards, credit transfers and direct debits

[4] Source: Euromonitor, Planet Retail. 2018 data

[5] Defined as percentage share of total transaction volume based on leading global consulting firm

[6] Leading global consulting firm, Central Bank, World Bank, IMF. Online includes revenue generated from mobile, cards, credit transfers and direct debits

[7] Leading global consulting firm, Euromonitor

[8] McKinsey "Reopening and reimaging Africa" (May 2020)

[9] Leading global consulting firm

[10] Leading global consulting firm, proportion of sales by payment instrument. Online fund transfer equivalent to electronic fund transfer

[11] Leading global consulting firm, non-cards: mobile money and electronic transfer

 

END

 

 

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