Wag Payment Regulatory News (WPS)

20 December 2022

EUROWAG

Acquisition of remaining 30% of Sygic a.s. and update on proposed acquisition of Inelo

W.A.G payment solutions plc ("Eurowag", or the "Group") a leading pan-European integrated payments and mobility platform focused on the Commercial Road Transportation ("CRT") industry, today announces it has entered into an agreement to acquire the remaining 30% equity interest in Sygic a. s. ("Sygic") for a total consideration of €14.4 million, payable in April 2024 (the "Transaction").

In April 2019, Eurowag acquired a 70% equity interest in Sygic with a predetermined put and call option mechanism on the remaining 30% minority interest in April 2024. This acquisition expanded Eurowag's capabilities and added new technology and tools, such as navigation services and software, to the Group's integrated solution offerings.

Eurowag has reached an agreement today, which will enable the Group to take full control of Sygic's resources, with the consideration for the 30% equity interest to be payable in April 2024, in line with the original option agreement. Under the previous shareholders agreement, the minority shareholders had certain rights pertaining to the application of Sygic's resources within the Group. Having full control of Sygic will provide Eurowag with unrestricted access to Sygic's resources and allow it to fully utilise Sygic's digital expertise and people capabilities. This, in turn, will enable Eurowag to accelerate its digital sales channel and integrated product initiatives by utilising Sygic's capabilities more effectively across Eurowag's whole range of mobility solutions.

In line with calculation under the original option structure, the early option consideration of €14.4 million consists of €10.8 million for the 30% minority interest and €3.6 million for the current net cash attributable to minority shareholders and expected accumulated cash until April 2024 due to minorities.

Eurowag will be acquiring the remaining 30% from various minority shareholders including QQ Capital SE (investors including Michal Stencl1), Pasanote Capital (investors including Jan Sameliak1) and others. As Michal Stencl and Jan Sameliak are both Directors of Sygic, the Transaction is a smaller related party transaction for Eurowag, falling within LR11.1.10 R. 

Martin Vohánka, Founder and CEO, commented:

"We have been working successfully with Sygic and its management team since early 2019. The ambition then was to add their location-based products and services to our growing suite of mobility solutions. Our strategic focus has evolved, and we are now building a digital platform where our customers will have access to all our solutions through a single channel. The full consolidation of Sygic is the next logical step to achieve our ambition and fully utilise their technology expertise and skill sets. We are also pleased to have Martin Strigač, CEO of Sygic, joining our Executive team as Chief Product Officer, where he will be fundamental in helping us build our digital platform."

Update on proposed acquisition of Inelo

Following the announcement on the proposed acquisition of Grupa Inelo S.A. ("Inelo"), dated 25 October 2022, the Company is pleased to have received foreign direct investment regulatory and antitrust approval from the relevant authorities in North Macedonia and Slovenia, and on Monday 19 December 2022, the Company was notified by the Polish anti-trust authority that its decision has been issued. The shareholder circular is expected to be sent to shareholders in early 2023, following the approval of the FCA, with completion expected in Q1 2023.

Notes:

1. Consideration due as a result of the transaction; QQ Capital SE €5.5 million, Pasanote Capital €3.8 million.

ENQUIRIES

EurowagCarla Bloom

Head of Investor Relations

+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 CRT industry. Eurowag's innovative solutions makes life simpler for small and medium businesses in the CRT industry across Europe through its unique combination of payments solutions, seamless technology, a data-driven digital ecosystem and high-quality customer service. https://investors.eurowag.com