Nayax announces preliminary results of notes, warrants offering

Nayax (NYAX) completed in Israel a tender to classified investors as defined under the Israeli Securities Law, 1968 of Notes and Warrants. The Securities were offered to Classified Investors in units, with each unit consisting of NIS 1,000 principal amount of Notes and three Warrants. Classified Investors submitted undertakings to purchase 942,452 Units in an aggregate amount of NIS 959,625,431. The Company intends to accept undertakings from Classified Investors to purchase 486,291 Units, at a price of NIS 1,021 per Unit, for an aggregate gross proceeds of NIS 496,503,111. The net proceeds from the Offering, after deduction of commissions, fees and expenses, will be approximately NIS 486.3M. The Company intends to use the net proceeds of the Offering for general corporate purposes including repayment of debt and potential acquisitions and investments. The Notes are non-linked, bear a fixed annual interest rate of 5.9%, and will mature on September 30, 2030. The interest rate of the Notes will be adjusted upwards if the Company’s Equity shall be less than $100M, the Equity / Assets Ratio shall be less than 24%, and the Company’s Revenues shall be less than $170M. The Notes principal will be repaid in four annual unequal payments commencing in September 2027 through September 2030. The first and second installments shall be equal to 10% of the principal amount each, and the third and fourth installments shall be equal to 40% of the principal amount each. Each Warrant is exercisable to one Ordinary Share of the Company, at an exercise price of NIS 177.80, approximately 37% premium over the closing share price on March 6, 2025. The exercise price of the Warrants shall be adjusted to changes in the NIS-to-USD exchange rate. The Warrants will expire on March 31, 2027. In connection with the Offering, the Company undertook, for as long as the Notes are outstanding, to maintain the following ratios: The Company’s Equity shall be at least $80M; and The ratio between the Company’s Equity and the Company’s Assets, shall be at least 21%. In addition, the Company will agree that it may not make any distribution of dividends or shares buy-backs unless the Company’s Equity shall be at least $120M, and the Equity / Assets Ratio shall be at least 29%. The Indenture contains standard events of default, and not complying with the Ratios shall be deemed an event of default.