REG - Peel Hunt LLP Eurowag - Proposed Placing in W.A.G Payment Solutions PLC
24/09/2025 16:45
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RNS Number : 6918A Peel Hunt LLP 24 September 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR
INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM AN OFFER FOR THE SALE OF, OR
THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO HEREIN IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ISRAEL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND UPON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
24 September 2025
PROPOSED PLACING OF ORDINARY SHARES IN W.A.G PAYMENT SOLUTIONS PLC
("EUROWAG" OR THE "COMPANY")
Bock Capital EU Luxembourg WAG S.à r.l., an affiliate of TA Associates
Management, L.P. (the "Selling Shareholder"), announces its intention to sell
approximately £50m worth of ordinary shares of £0.01 each in the Company
(the "Placing Shares").
The Selling Shareholder currently owns 179,505,764 shares in the Company,
representing approximately 25.9 per cent. of the Company's issued share
capital.
The sale of the Placing Shares and the price per Placing Share will be
conducted and determined by way of an accelerated bookbuild to institutional
investors (the "Placing"), which will be launched immediately following this
announcement and may close at any time on short notice. The Placing is subject
to demand, price and prevailing market conditions.
The Selling Shareholder has agreed not to sell or otherwise dispose of any of
its residual holding of ordinary shares in the Company for 90 days post
settlement of the Placing, subject to certain customary exceptions and/or
waiver by the Bookrunner (as defined below).
The Selling Shareholder has appointed Peel Hunt LLP as Sole Bookrunner ("Peel
Hunt" or the "Bookrunner") in respect of the Placing.
The timing for the close of the bookbuild process and the distribution of
allocations are at the absolute discretion of the Bookrunner. The results of
the Placing will be announced as soon as practicable thereafter.
The Company is not party to the Placing and will not receive any proceeds from
the Placing.
ENQUIRIES
Peel Hunt LLP +44 (0)20 7418 8900
(Sole Bookrunner)
Neil Patel / Benjamin Cryer
Sohail Akbar / Nicolas Wilks
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE FOR
INFORMATION PURPOSES ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129; (2) IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER")
OR FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000; AND (3) TO PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE
PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States,
Australia, Canada, Japan, the Republic of South Africa, Israel or in any other
jurisdiction in which such an offer or invitation is unlawful ("Restricted
Jurisdictions"). Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or from any
Restricted Jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities laws in the relevant Restricted
Jurisdiction.
The Placing Shares are not being made available to the public and none of the
Placing Shares are being offered or sold in any jurisdiction where it would be
unlawful to do so. The Placing Shares have not been and will not be registered
under the relevant laws of any of the Restricted Jurisdictions or any state,
province or territory thereof and may not be offered, sold, resold, delivered
or distributed, directly or indirectly in or into any Restricted Jurisdiction
or to, or for the account or benefit of, any person with a registered address
in, or who is a resident of or ordinarily resident in, or a citizen of, any
Restricted Jurisdiction except pursuant to an applicable exemption.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, may not be offered or sold, directly or indirectly, in
the United States, except pursuant to an exemption from, or as part of a
transaction not subject to, the registration requirements of the Securities
Act and the securities laws of any State or other jurisdiction of the United
States. No public offering of securities is being made in the United States or
in any other jurisdiction.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.
No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by the Company, the Selling Shareholder or Peel Hunt or any of their
respective affiliates, who each expressly disclaim any liability for such
information. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may be
placed for any purpose on the information contained in this announcement or
its accuracy or completeness.
The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Selling Shareholder or Peel Hunt or any of their
respective affiliates that would, or which is intended to, permit a public
offer of the Placing Shares in any jurisdiction or possession or distribution
of this announcement or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
by the Company, the Selling Shareholder or Peel Hunt to inform themselves
about and to observe any applicable restrictions.
In connection with the Placing, Peel Hunt or any of its affiliates may take up
a portion of the Placing Shares as a principal position and in that capacity
may retain, purchase, sell, offer to sell for its own account such Placing
Shares and other securities of Eurowag or related investments in connection
with the Placing or otherwise. Accordingly, references to the Placing Shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by Peel Hunt and any of its affiliates acting
as an investors for their own account. Peel Hunt does not intend to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in Eurowag or its shares.
No reliance may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or completeness.
A communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by Peel Hunt.
Peel Hunt is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Peel Hunt is acting for the Selling Shareholder only in
connection with the Placing and no one else, and will not be responsible to
anyone other than the Selling Shareholder for providing the protections
offered to clients nor for providing advice in relation to the Placing Shares
or the Placing, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.
Neither Peel Hunt nor any of its directors, officers, employees, advisers or
any of their respective affiliates accepts any responsibility whatsoever and
makes no representation or warranty, express or implied, for the contents of
this announcement, including its accuracy, completeness or verification or for
any other information in connection with the Selling Shareholder, the Company
or its subsidiaries and/or the Placing, and nothing in this announcement is or
shall be relied upon as a promise or representation in this respect, whether
as to the past or the future. Peel Hunt accordingly disclaims to the fullest
extent permitted by law all and any responsibility and liability, whether
arising in tort, contract or otherwise, which it might otherwise have in
respect of this announcement and any such statement.
All times and dates in this announcement may be subject to amendment.
Certain figures contained in this announcement have been subject to rounding
adjustments.
ENDS
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