Financing relating to potential growth opportunities

 

​​Following the closing of the Dotpay and Concardis acquisitions, Nets A/S ("Nets" or the "Company") continues to explore potential opportunities for opportunistic bolt-on M&A growth, in line with the strategy outlined previously.

Updated 29-01-2019:

Following strong demand for the proposed TLB issuance by Nets, the Company has decided to increase the size of the add-on from €100m to €120m with the incremental proceeds used to fund excess cash on balance sheet which is expected to be used for general corporate purposes and further growth opportunities.


This reflects the strength of Nets and the support it continues to receive from the capital markets in funding its planned growth strategy and goal to become a European payments champion.

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The combined group encompassing Nets, Concardis and Dotpay (the "Group") is a leading European payments player, hence validating Hellman & Friedman's ("H&F") vision to create a payments European champion following their take-private of Nets (which closed in February 2018).

 

As part of the continued optimization of the Group's capital structure and liquidity position, the Group is considering a €100m EUR Term Loan B add-on, (the "Transaction") for the purposes of repaying drawn RCF and funding excess cash to balance sheet, which may be used to fund a small bolt-on acquisition in the future.

 

In addition to the €2.7bn equity from the time of the LBO, the additional rolled equity from Concardis existing shareholders gives a significant equity cushion.

 

The transaction will leave senior secured net leverage and total net leverage unchanged at 5.0x and 6.1x respectively, based on Financing EBITDA of €530m1 / DKK3,947m which is based on Nets standalone Q3 LTM EBITDA as reported pro forma for the Concardis and Dotpay acquisitions.

 

Notes Based on EUR / DKK FX rate of 7.45

  1. Comprises Nets LTM Sept-18 adjusted EBITDA of DKK3,298m (as per Q3 2018 Compliance certificate), Concardis and Dotpay FY18E adjusted EBITDA of €83m and €4m respectively. Excludes any  synergies arising from the combination of Nets with Concardis and Dotpay

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This announcement contains certain forward-looking statements with respect to certain of the Issuer's current expectations and projections about future events. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect management's beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.

  

See the attached appendix