RCS - SGT German Private - SGT German Private Equity becomes a listed FinTech
13/08/2024 15:00
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RNS Number : 3027A SGT German Private Equity GmbH & Co 13 August 2024
SGT German Private Equity GmbH & Co. KGaA / Key word(s): Takeover/Change
in Forecast
SGT German Private Equity GmbH & Co. KGaA: SGT German Private Equity
acquires three internet payment service providers and becomes a listed FinTech
company
13-Aug-2024 /
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
+++ Ad-hoc Announcement +++
SGT German Private Equity acquires three internet payment service providers
and becomes a listed FinTech company
· Acquisition of majority shareholdings for cash and transfer of
treasury shares at a valuation of 2.40 EUR per SGT German Private Equity share
· The three internet payment service providers are profitable and
recording high growth
· The new group plans a transaction volume of 140 million EUR in
2025 and a revenue of some 15 million EUR
· Renaming into "The Payments Group Holding"
· Placement of treasury shares in the market with a volume of
around 8 million EUR planned until end of 2024
Frankfurt/Main, 13 August 2024 - Founded in 2012, SGT German Private Equity
("SGF"), formerly German Startups Group ("GSG"), previously a private equity
asset manager based in Frankfurt/Main and formerly a leading venture capital
investor in Germany based in Berlin, acquires majority stakes in Funanga AG,
Berlin, Campamocha Ltd., Malta, and Surfer Rosa Ltd., Isle of Man. The
acquisition is subject to various conditions, including the approval of the
Financial Regulator in Malta, MFSA.
The three companies offer internet payment services and work together. There
are overlaps between the companies in terms of management and shareholders. In
connection with the transaction, SGF shall be renamed "The Payments Group
Holding" instead of "German AI Group" at the Annual General Meeting on 14
August 2024.
Through the acquisition, a listed FinTech group based in Germany with around
50 employees will be created. The transaction payment volume, which means the
settled payment volume, planned for 2025 on a consolidated basis, is around
140 million EUR (2024 pro forma/cons some 70 million EUR), the planned revenue
for 2025 is around 15 million EUR (2024 pro forma/cons just under 10 million
EUR). The acquired companies are profitable and cash flow positive. Annual
sales growth is expected to be over 50% p.a. in the years from 2021 to 2025e.
The SGF Group, respectively TPGH Group then, expects a net profit of 10 to 15
cents per SGF share in 2025. In addition, there is still the potential to
generate income from SGF's assets of almost 20 million EUR. These are
especially VC investments with a fair value of just under 10 million EUR as of
31.12.23.
For the implementation of the transaction, SGF is acquiring 72.9% of Funanga
AG and 75% of each of the other two target companies in a first step, 10% for
9.15 million EUR in cash and a further 62.9%, respectively 65% for transfer of
24.8 million SGF treasury shares, under exclusion of the subscription right of
existing SGF shareholders. SGF already owns 2.1% of Funanga AG. The treasury
shares will thus be acquired in full by the current shareholders of the three
companies to be acquired at a valuation of 2.40 EUR per SGF share. SGF intends
to privately place further SGF treasury shares with institutional investors by
the end of 2024, excluding subscription rights, in order to raise c. 8 million
EUR required for the cash tranche. In addition, SGF will receive a call option
until summer 2025 for the remaining 25% of the three target companies for 23.1
million EUR in cash.
For the 25 million SGF shares to be transferred and for the existing SGF
shareholdings of Christoph Gerlinger, CEO and founder of SGT German Private
Equity, and his Gerlinger & Partner GmbH, multi-year lock-ups were agreed.
With the transaction, SGF will be valued at 23.1 million EUR or 2.40 EUR per
share based on its NAV less the present value of future administrative costs
and the three target companies at a capitalized earnings value of 92.5 million
EUR (DCF with 26 - 32% p.a. discount rate).
The general partner of SGF, German AI Group Management GmbH, will change its
name to "The Payments Group Management GmbH" and sell a 50% stake from its
sole shareholder, Gerlinger & Partner GmbH, to Seth Iorio's nous ventures
GmbH, who will join the group's management as Chief Strategy Officer. He has
been an internet entrepreneur for over 20 years. Already in 2011, he was
Christoph Gerlinger's fellow board member at the listed Frogster Interactive
Pictures AG in Berlin.
The Payments Group Holding will hold the ticker symbol "PGH".
About SGT German Private Equity
SGT German Private Equity is a listed investment holding based in Frankfurt am
Main.
From its origin as a leading German venture capital provider under the former
name German Startups Group, SGT German Private Equity holds a heritage
portfolio of minority stakes in some promising German Tech Startups.
About The Payments Group
The Payments Group ("TPG") is a dynamically growing, vertically integrated
e-money fintech company. TPG provides closed and open prepaid (emoney) payment
services to numerous online merchants worldwide.
The company provides a scalable fintech platform. This platform enables online
merchants to access previously untapped cash and prepaid markets and embedded
financial products, expanding their Total Addressable Market (TAM) and
increasing their revenues.
TPG operates internationally and works with a number of global leading online
merchants across various industries. These clients leverage TPG's extensive
network of over 550,000 European POS cash collection points and global online
prepaid card fulfilment network to process cashless and cash online payments
worldwide.
Investor Relations Contact
Rosenberg Strategic Communications
Dirk Schmitt
d.schmitt@rosenbergsc.com
+49 170 302 8833
End of Inside Information
13-Aug-2024 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com
Language: English
Company: SGT German Private Equity GmbH & Co. KGaA
Senckenberganlage 21
60325 Frankfurt/Main
Germany
Phone: 069-348690520
Fax: 069-348690529
E-mail: info@sgt-germanpe.com
Internet: www.sgt-germanpe.com
ISIN: DE000A1MMEV4
WKN: A1MMEV
Indices: Scale 30
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Hamburg,
Tradegate Exchange
EQS News ID: 1967007
End of Announcement EQS News Service
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