Digital Payments plc Acquisition
July 29 2014 - 9:59AM
UK Regulatory
TIDMDPP
Acquisition
Digital Payments PLC
Acquisition
The Board of Digital Payments Plc ("Digital Payments" or the "Company"), the GXG Main Quote investing
company focusing on investment and acquisition opportunities in payment transaction and message
processing services is pleased to announce that it has acquired 100% of the issued share capital in a
prepaid program management company Baytron Limited ("Baytron") (the "Acquisition").
Having upgraded its Online Business Intelligence (OBI) middleware platform to OBI 4.0 to ensure its
integration with a broader spectrum of processing companies, Baytron Ltd went on to acquire Signia
Associates Ltd, a prepaid-based payroll management company, which owns the Globus Card brand,
developed for employers of migrant workers in Europe. Baytron Ltd intends to provide its clients with
free access to OBI 4.0.
The consideration for the Acquisition is GBP 8.25 million, which is to be satisfied by the payment of
GBP 2,250,000 in cash to the ordinary shareholders in Baytron and the allotment and issue, credited as
fully paid, of 200,000,000 new ordinary shares of 1p each in the Company at an effective price per
share of 3 pence (together the "Consideration Shares"). The Consideration Shares will rank pari passu
in all respects with the existing ordinary shares of the Company. 180,000,000 of the Consideration
Shares were issued to Troika Management Ltd, with 20,000,000 issued to Globus Holdings AG.
Following the Acquisition, the Company is aware of the following significant shareholdings in its
enlarged issued ordinary share capital:
Name Number of shares Percentage
Troika Management Ltd* 180,000,000 48.78%
Mr. Vladislav Popeta 76,200,000 20.65%
Mr. Andrey Popeta 39,650,000 10.75%
Globus Holdings AG** 25,000,000 6.78%
*Troika Management Ltd is beneficially owned equally by Mr Andrey Popeta, Mr Vladislav Popeta and Mr
Mikhail Raskin.
**Mr Mikhail Raskin is a shareholder in Globus Holdings AG
As Baytron was acquired from existing shareholders and a director of the Company, and is therefore a
related party transaction, the Company has obtained an independent valuation of Baytron to validate
the Acquisition consideration.
Mr Mikhail Raskin is a director of the Company. Mr Vladislav Popeta and Mr Andrey Popeta together with
Troika Management Limited consider themselves to be a concert party for the purposes of Rule 9 of the
UK Takeover Code. The enlarged issued share capital of Digital Payments with voting rights attached
consists of 368,950,000 ordinary shares of 1p each with one vote per ordinary share. The total number
of voting rights in Digital Payments is therefore 368,950,000, which figure may be used by
shareholders (and others with notification obligations) as the denominator for the calculations by
which they will determine whether they are required to notify their interest, or a change to their
interest, in Digital Payments under the UK Financial Conduct Authority's Disclosure and Transparency
Rules.
The Directors of the Issuer accept responsibility for the contents of this announcement.
For further information please contact:
David Carr - CEO
Digital Payments Plc
Tel: +44 207493 0387
Email: press@digitalpaymentsplc.com
GXG Corporate Advisor
Nick Michaels and Jon Isaacs
Alfred Henry Corporate Finance Limited
www.alfredhenry.com
Tel: +44 207251 3762
Digital Payments plc
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