NETW Network International Holdings Plc

TIDMNETW

RNS Number : 8124U

Network International Holdings PLC

08 April 2021

Network International Holdings Plc, 08 April 2021

Update on DPO acquisition

Network International Holdings plc ("Network"), the leading enabler of digital commerce across the Middle East and Africa, provides an update on the proposed acquisition of DPO Group ("DPO") ("the Transaction").

   --    DPO has continued to trade strongly into 2021 
   --    Transaction terms have been strengthened: 

o Co-founders of DPO will now receive approximately 50% of their consideration in Network shares, with a 12/18 month lockup period

   --    Total transaction consideration and overall mix of cash and shares unchanged 

DPO is a highly attractive e-commerce payments business with a leading pan-African presence. DPO traded strongly through 2020 with over 30% y/y growth in Total Processed Volume (in constant currency). This strong trading has continued into 2021. We expect completion of the acquisition during the second quarter of 2021, subject to the receipt of outstanding regulatory approvals.

We are pleased to announce revised terms, as follows:

-- Total consideration of approximately USD 288 million, and the overall mix of cash and shares, remains unchanged

o Total consideration from the issuance of new Network shares remains at USD 63 million, to be issued at a price of 410 pence(1)

o Network shares representing USD 48 million of the total proceeds of the acquisition, will be subject to a two year escrow, in respect of certain representations and warranties provided by the sellers

   --    Co-founders' consideration 

o Equity component will be increased by USD 20 million to approximately USD 33 million, from the issuance of new Network shares, to account for approximately 50% of the co-founders' total consideration. Their cash consideration has correspondingly been reduced by USD 20 million

o USD 18 million of the equity component will be subject to a two-year escrow period. The remainder will be subject to an increased 12-18 month lockup period (with 50% released from lock-up after 12 months and 50% released after 18 months)

   --    Apis Partners' consideration: 

o Equity component will be reduced by USD 20 million to USD 30 million, which will be subject to a two-year escrow period

o Cash consideration increased by USD 20 million

Except as disclosed, there has been no significant change affecting any matter contained in Network's announcement of the Transaction on 28 July 2020 and no other significant new matter has arisen which would have been required to be mentioned in such announcement if it had arisen at the time of the preparation of that announcement.

(1) The same price at which Network International completed the equity raising to fund the DPO acquisition.

 
 Investor Relations enquiries 
 Network International             InvestorRelations@Network.Global 
 Amie Gramlick, Head of Investor 
  Relations 
 
 Media enquiries 
 Finsbury                          Network-Lon@Finsbury.com 
 James Leviton, Rob Allen 
 

Forward Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results or operation and businesses of Network International Holdings Plc. Such statements and forecasts by their nature involve risks and uncertainty because they relate to future events and circumstances. There are a number of other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those projected in the forward- looking statements.

These factors include general economic and business conditions; changes in technology; timing or delay in signing, commencement, implementation and performance of programmes, or the delivery of products or services under them; industry; relationships with customers; competition; and ability to attract personnel. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this announcement. We undertake no obligation to update or revise any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances.

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April 08, 2021 02:41 ET (06:41 GMT)

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