REG - Eurowag - Eurowag to acquire Inelo

WAG Payment SolutionsAnnouncement

25/10/2022 07:00

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RNS Number : 9497D  Eurowag  25 October 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

25 October 2022

 

EUROWAG

 

Eurowag to acquire Inelo

Acquisition of a leading Fleet Management Solutions and Time Management
Software provider in Poland and Slovenia significantly enhances Eurowag's
scale and product capability, and supports the development of its digital
platform

W.A.G payment solutions plc ("Eurowag" or the "Company" and, together with its
subsidiaries, the "Group"), a leading pan-European integrated payments &
mobility platform focused on the Commercial Road Transportation industry
("CRT"), today announces that it has reached an agreement for W.A.G. payment
solutions a.s., a wholly-owned subsidiary of Eurowag, to acquire 100% of the
share capital of Grupa Inelo S.A. ("Inelo"), a leading Fleet Management
Solutions ("FMS") and Work Time Management ("WTM") provider in Poland and
Slovenia, for up to €306 million from INNOVA/6 SCA SICAV-RAIF, European
Telematics Holding SA SCA and certain other vendors (the "Proposed
Acquisition").

The consideration for the Proposed Acquisition is based on an enterprise value
for Inelo of up to €306 million, made up of an agreed equity cash
consideration of approximately €224 million and adjusted net debt of
approximately €70 million, of which up to €58 million 1  (#_ftn1) of debt
will be repaid (subject to certain closing adjustments) on or around
completion of the Proposed Acquisition ("Completion"). There is also a
deferred consideration, based on Inelo's EBITDA performance in the year to 31
December 2022, capped at €12.5 million, which will (if applicable) become
payable in 2023 following approval of the audited consolidated financial
statements of Inelo for the financial year ending 31 December 2022. The
Proposed Acquisition will be financed by existing cash and debt resources
following the refinancing of the Group's bank facilities announced on 22
September 2022.

The Proposed Acquisition offers compelling strategic and financial benefits to
the Group:

·      Builds scale through the addition of approximately 87,000 connected
trucks 2  (#_ftn2) and strengthens its geographic footprint in Poland, the
largest commercial road transport market in Europe;

·      Adds mission critical product in the form of WTM which improves
efficiency and driver wellbeing whilst also presenting material cross-selling
opportunities;

·    Strengthens the Eurowag platform through the growth of the Eurowag
network and roughly doubles the number of connected trucks from which the
Group collects data providing deeper customer insight and product development;
and

·  Drives attractive financial profile with double-digit adjusted earnings
accretion expected in the first full year post completion.

Inelo has a highly experienced management team led by Magdalena Magnuszewska
as Chief Executive Officer and Mikolaj Chruszczewski as Chief Financial Offer.
Magdalena and Mikolaj and their senior team will be joining Eurowag in senior
management roles following completion of the Proposed Acquisition.

Martin Vohánka, Founder and CEO of Eurowag, commented:

"This strategically important transaction not only brings additional scale to
Eurowag, it also takes us significantly closer to achieving our ambition of
delivering a fully integrated, digital end-to-end platform for customers in
the commercial road transportation sector.

Inelo adds approximately 87,000 connected trucks to our network and solidifies
our position as a leading provider of fleet management solutions to the CRT
industry in the CEE region. Importantly, it also adds exciting new products to
our platform in working time management solutions, which provide mission
critical services to customers and drive excellent customer retention. We look
forward to welcoming Magdalena, Mikolaj and their team to Eurowag and working
with them as we continue to expand our digital end-to-end platform.

Eurowag remains committed to ensuring any acquisition is additive both
strategically and financially to the Group and this acquisition is expected to
deliver double-digit adjusted earnings accretion in the first year of
ownership. With our integrated payments and mobility platform, we believe
Eurowag can not only make our customers' lives better in what is an
underserved and fragmented sector but also deliver compelling returns for our
shareholders."

Magdalena Magnuszewska, CEO of the Inelo Group, commented:

"We are benefitting from the digitalization wave across the CRT industry, and
this potential has been recognized by the Eurowag Group. I am glad that,
thanks to our partnership with Eurowag, we will be able to continue the
development of the "one stop shop for commercial road transport" offer
throughout Europe, and by joining forces with a pan-European leader we will
accelerate our growth."

STRATEGIC HIGHLIGHTS

The Proposed Acquisition is strategically highly complementary, building on
all five of the Company's key growth pillars - growth from existing customers,
geographic expansion and penetration, go-to-market channel expansion, digital
platform development and accretive M&A. When considering potential
acquisitions, the Group evaluates both the financial merits of a transaction
and assesses the transaction against four key strategic criteria. The Proposed
Acquisition delivers on each of the key criteria of Eurowag's inorganic growth
strategy:

·      Enlarging the Group's total addressable market via new geographies
and adjacent products and services:

o  Adds approximately 87,000 connected trucks, which roughly doubles
Eurowag's number of connected trucks;

o  Strengthens the Group's existing position in FMS in Poland, being the
largest CRT market in Europe, whilst adding critical mass in Slovenia, Croatia
and Serbia;

o  Brings new product capabilities to Eurowag's integrated technology
platform:

§     Adds the mission critical and often legally required WTM product
area (approximately 60,000 drivers settled directly by Inelo monthly and a
further approximately 100,000 drivers settled monthly using software sold by
Inelo), building toward Eurowag's vision of offering a fully integrated
end-to-end digital platform;

§    The addition of the WTM also builds on the Group's existing ESG
agenda, offering another product that is focussed on improving efficiency and
driver wellbeing; and

§   Provides new pool of data, derived from FMS which feeds into WTM and
further supports the development of innovative solutions to improve the
efficiency of our customers' operations.

 

·      Strengthening the Group's market position, and provides new
cross-selling opportunities to enhance customer relationships which unlocks
further network potential:

o  The Proposed Acquisition will solidify Eurowag's position as a leading
pan-European integrated payments & mobility platform focused on the CRT
industry, and help to drive high customer retention;

o  Multiple new cross-selling / revenue synergy opportunities are anticipated
given significant new customer relationships and new product capabilities:

§   Inelo's large customer base, primarily in the Polish market, will
significantly expand Eurowag's network and create significant cross-selling
opportunities for Eurowag's existing product suite;

§    In particular, utilisation of loyal Inelo customer base in the legally
required WTM product creates a strong target opportunity into which to sell
Eurowag's current payments products (in particular energy and toll);

§   Extensive opportunities to cross-sell Inelo platform, particularly WTM
products, into Eurowag's customer base, growing the unit economics of each
customer of the Group as enlarged by the Proposed Acquisition (the "Enlarged
Group");

 

·      Accelerating the pace of delivery of the Group's strategy by
supporting innovation, acquiring necessary technologies and building out
capabilities as an integrated end-to-end digital platform:

o   The Proposed Acquisition capitalises on supportive market trends that
continue to drive the sector including digitisation of the CRT sector, the
rise of integrated platforms delivering a selection of solutions to CRT sector
in one place, expansion of the road mobility market and a push towards net
zero;

o   Eurowag believes that a one-stop-shop offer including payments and
mobility solutions, as well as financial services and digital freight
forwarding will position Eurowag as the preferred platform for customers
across the CRT industry; and

o   Data collected from additional trucks will underpin the development of
Eurowag's integrated digital platform by harnessing additional insights which
can be incorporated into Eurowag's extensive range of payment and mobility
solutions.

 

·      Increasing customer life-time value and retention:

o   Inelo's products generate subscription-based revenues 3  (#_ftn3) of
approximately 80% of total revenues, driven by both FMS and WTM products;

o  Eurowag's network expansion supports further network effects, offering
more services per customer, decreasing churn, increasing retention rate and
customer life-time value; and

o  The addition of new WTM products, which fulfil a legal requirement for
many customers within the CRT industry, will further embed Eurowag with its
customers and build on the Group's outstanding average net revenue retention
between 2017 and 2021 of over 110%.

FINANCIAL HIGHLIGHTS 4  (#_ftn4)

The Proposed Acquisition will further enhance Eurowag's highly attractive
financial profile, and is expected to deliver double-digit adjusted earnings
accretion in the first full year of ownership:

·      Strong revenue track record underpinned by attractive tailwinds:

o    In the year to 31 December 2021, Inelo delivered revenues of €26.8
million (year-on-year growth of 40.6%) 5  (#_ftn5) (based on audited Polish
and Slovenian local GAAP); and for the six months to 30 June 2022, Inelo
delivered revenues of €20.6 million (based on unaudited Polish and Slovenian
local GAAP) 6  (#_ftn6) ;

o  Inelo's growth has been underpinned by a number of long-term industry
tailwinds, including increased regulation and growing digitisation of
transport logistics, as well as its successful M&A strategy with the
acquisitions of CVS Mobile d.d. ("CVS") in September 2021 and Marcos BIS sp.
z.o.o. ("Marcos") in May 2020;

·      Attractive adjusted EBITDA 7  (#_ftn7) margins:

o  For the six months to 30 June 2022, Inelo delivered an adjusted EBITDA
margin of 43.8% (based on unaudited Polish and Slovenian local GAAP)(6);

 Inelo Key Financial Information

 All figures €m              2020(( 8  (#_ftn8) ))  2021(()(5)())  H1 2022((6))
 Revenue                     19.0                   26.8           20.6
 Year-on-year growth                                40.6%          32.1%

 Adjusted EBITDA             8.0                    10.4           9.0
 Adjusted EBITDA margin      41.9%                  38.7%          43.8%

 

 

·    The Proposed Acquisition will significantly diversify the Group's
revenue base with approximately 40-50% of future revenue expected to be
generated by the Enlarged Group's mobility solutions segment in the near-term;

·   Subscription-based revenue contribution is expected to increase
significantly, strengthening the Group's revenue resilience;

·   The Proposed Acquisition is expected to deliver double-digit adjusted
earnings accretion in the first full year of Eurowag's ownership with
accretion expected to rise in subsequent years as the Enlarged Group delivers
on cross-selling opportunities; and

·      ost the completion of the Proposed Acquisition, Eurowag expects to
continue to deliver organic net revenue growth of between high teens and low
twenties per cent over the medium-term. The Proposed Acquisition significantly
increases the revenue contribution to the Group from the mobility solutions
segment, which has lower operational gearing, but generates naturally more
recurring revenues. Consequently, the change in the revenue mix may impact the
pace of the margin expansion of mid-forties trending to high-forties per cent
over the medium-term. The Group continues to expect transformational capex to
be €50m in aggregate for 2022 to 2023 and ordinary capex to be approximately
a high single digit percentage of net revenue over the medium term. The Group
expects to exceed the top end of its leverage target by around half a turn of
adjusted pro-forma EBITDA on completion of the Proposed Acquisition, and
return back to the leverage target range of 1.5x to 2.5x in the near term.

CONDITIONS, TIMETABLE AND APPROVALS

The Proposed Acquisition is a Class 1 transaction for Eurowag under the
Listing Rules of the Financial Conduct Authority (the "FCA) (the "Listing
Rules"). The shareholder circular (the "Circular") containing further details
on the Proposed Acquisition, the voting recommendation of Eurowag's Board of
Directors (the "Board") and the notice convening a general meeting of the
shareholders of Eurowag to vote on a resolution to approve the Proposed
Acquisition (the "Resolution") is expected to be posted to shareholders in
December 2022. The Board intends to recommend that its shareholders vote in
favour of the Resolution.

Martin Vohánka, TA Associates 9  (#_ftn9) and certain members of the Board
who hold shares have each irrevocably undertaken to vote in favour of the
Resolution and such undertakings, collectively, represent in excess of the
minimum voting rights expected to be required to pass the Resolution (being
50%+1).

Completion is conditional, amongst other things, on approval of the Circular
by the FCA, Eurowag shareholder approval and the receipt of approval from
relevant foreign direct investment regulatory bodies and antitrust authorities
in Poland, Slovenia and North Macedonia.

The Proposed Acquisition is expected to complete in the first quarter of 2023.

 

INVESTOR AND ANALYST PRESENTATION TODAY

Martin Vohánka (CEO) and Magdalena Bartoś (CFO) will host a virtual
presentation and a Q&A session for investors and analysts today, 25
October 2022, at 8.30am BST.

Please register to attend the investor presentation via the following link:
https://us02web.zoom.us/webinar/register/WN_O6WQ7mpMR7CNU-f9fDNXtg
(https://us02web.zoom.us/webinar/register/WN_O6WQ7mpMR7CNU-f9fDNXtg)

The webcast details are also available on the Group's website at
https://investors.eurowag.com (https://investors.eurowag.com) .

ENQUIRIES

Eurowag

Tomáš Novotný

Head of Investor Relations

investors@eurowag.com (mailto:investors@eurowag.com)

 

Jefferies International Limited
 
 

Max Jones, Paul Bundred, Vagelis Kollintzas, Harry Le May

Sponsor, Sole Financial Adviser to Eurowag

+44 207 029 8000

 

Instinctif Partners

Tim McCall, Galyna Kulachek, Bryn Woodward

IR and international media

eurowag@instinctif.com (mailto:eurowag@instinctif.com)

 

About Eurowag

Eurowag was founded in 1995 and is a leading pan-European integrated payments
& mobility platform focused on the Commercial Road Transportation
industry. Eurowag's innovative solutions make life simpler for small and
medium businesses in the CRT industry across Europe through its unique
combination of payments solutions, seamless technology, a data-driven digital
ecosystem and high-quality customer service.

About Inelo

Founded in 2002, Inelo is a leading Central European "one-stop-shop" provider
of integrated transport technology solutions to heavy fleet transport
companies with a highly attractive financial profile driven by increasing
digitisation of Central and Eastern Europe markets, as well as greater
complexity around international transport. Its technology solutions are
largely centred around telematics products which focus on fleet monitoring,
driving time analysis and transport management.

 

BACKGROUND, STRATEGY AND REASONS FOR THE PROPOSED ACQUISITION

Eurowag was founded in 1995 and is a leading pan-European integrated payments
& mobility platform focused on the commercial road transportation
industry. Eurowag's innovative solutions make life simpler for small and
medium sized businesses in the CRT industry across Europe, a sector which is
fragmented and underserved in many areas such as payments management, fleet
management solutions and financial services. Eurowag's customer base is
largely made up of small and mid-sized CRT businesses that typically consist
of approximately seven employees and manage trucks that deliver goods across
approximately 130,000 kilometres per year.

The Group has developed a leading platform which offers its customers a unique
combination of payments and mobility solutions, seamless technology, a
data-driven digital ecosystem and high-quality customer service. The Group's
products and services elevate the capabilities of its customers, alleviate
many of the burdens associated with the CRT industry and streamline truck and
back-office operations by coupling them with the Group's extensive CRT focused
network and technology solutions. This helps customers optimise their costs
and working capital, increase utilisation of their assets and reduce labour
intensity. The Group has developed a diverse, active and loyal customer base,
which continues to expand, by using its data capabilities to target customer
needs and cross-sell and up-sell appropriate products.

As set out at the time of the Company's IPO in October 2021 and subsequently
during its interactions with the market at its results and interim results
presentations, the Group has been focussed on delivering growth by executing
on its five key growth pillars: 1) growth from existing customers; 2)
geographic expansion and penetration; 3) go-to market channel expansion; 4)
digital platform development; and 5) accretive mergers and acquisitions. The
Group has a highly successful track record of making strategic acquisitions
and equity investments which allows the Group to enter into adjacent markets,
increase its customer base and accelerate its vision of delivering a fully
integrated end-to-end digital ecosystem for customers in the CRT industry.

At the time of the Company's IPO in October 2021, Eurowag raised net primary
proceeds of approximately €184 million. The Group stated that proceeds would
be used to fund the remaining €65 million portion of the Company's €75
million transformational capex programme and the additional €106 million of
primary proceeds would be used to predominantly provide the Company with
enhanced flexibility to take advantage of strategically and financially
attractive inorganic growth opportunities.

The Group's key considerations for evaluating acquisition opportunities
include:

1.    Enlarging the Group's total addressable market via new geographies and
adjacent products and services;

2.  Strengthening the Group's market position, and providing new
cross-selling opportunities to enhance customer relationships which unlocks
further network potential;

3.   Accelerating the pace of development of the Group's strategy by
supporting innovation, acquiring the necessary technologies and building out
capabilities as an integrated end-to-end digital platform; and

4.     Increasing customer life-time value and retention.

The proposed acquisition of Inelo delivers on each of these criteria, is
aligned to Eurowag's five growth pillars and also boosts the financial profile
of Eurowag therefore delivering compelling financial returns for shareholders.

Enlarging the Group's total addressable market via new geographies and
adjacent products and services

Inelo is a leading provider of fleet management solutions to customers in the
CRT industry in CEE, particularly in Poland, the largest CRT market in Europe,
and Slovenia. Inelo has built a loyal customer base of approximately 8,500
customers including approximately 87,000 connected trucks, which roughly
doubles the number of Eurowag's connected trucks. Like Eurowag, Inelo offers
its customers a one-stop-shop solution through its four product areas:

·      FMS:

o  Proprietary telematics solution enabling fleet management and GPS vehicle
monitoring which allows businesses to efficiently manage their fleet's routing
and utilisation as well as optimise the cost of fuel with approximately 87,000
connected trucks;

·      WTM software:

o  Proprietary software enabling analysis and settlement of drivers' working
time with approximately 100,000 drivers settled monthly;

o  Continuously updated to reflect the latest regulations creating unique
sales proposition in an environment of dramatically changing regulations;

o  Used by 23 EU Public Authorities;

·      WTM outsourcing:

o  Outsourced solution for driving time analysis, settlement as well as
support in administrative appeals with approximately 60,000 drivers settled
monthly;

o  Premium, high-quality service with real competitive advantage based on
experience and efficiency in dealing with EU wide authorities; and

·      Transport management software ("TMS"):

o  TMS with broad offering, including transport route planning, deliveries
coordination and drivers control with over 10,000 vehicles currently using
this software; and

o  Allows optimal fleet utilisation and management of profitability level.

The acquisition of Inelo therefore solidifies Eurowag's leading position in
FMS in Poland. In addition, the Proposed Acquisition offers geographic
expansion through the addition of critical mass in Slovenia, Croatia and
Serbia.

Furthermore, the Proposed Acquisition adds new capabilities to Eurowag's
product suite with the addition of the mission critical WTM products. These
products will further Eurowag's ambition of delivering a fully integrated
digital platform addressing all the needs of customers within the CRT
industry.

Strengthening the Group's market position, and providing new cross-selling
opportunities to enhance customer relationships which unlocks further network
potential

With this expanded network and its enlarged product suite, the Proposed
Acquisition solidifies the Group's position as a leading player in payment
solutions and mobility solutions in the CEE region. The enlarged customer base
also provides significant cross-selling opportunities for the sale of Eurowag
products into Inelo's current customer base, which offers an opportunity to
substantially enhance the Enlarged Group's unit economics. Owing to the legal
requirement in many jurisdictions for drivers and trucks to utilise WTM
products to manage the driving time of drivers, this product creates a very
loyal customer base which offers significant opportunities for the Group to
sell additional products to this customer base. One such area of focus for the
Enlarged Group will be in the sale of payments products (particularly energy
and toll) to the existing Inelo WTM customer base.

In addition, the acquisition of Inelo will also bring opportunities for
Eurowag to drive growth from existing customers with the sale of WTM products
to its own customers, a product Eurowag believes will serve to boost customer
loyalty and drive life-time value.

Accelerating the pace of development of the Group's strategy by supporting
innovation, acquiring necessary technologies and building out capabilities as
an integrated end-to-end digital platform

The Group has a longstanding vision to build a cleaner, fairer and more
efficient CRT industry through the creation of a fully integrated, end-to-end
digital platform whilst also delivering on its five growth pillars.

In recent years, the CEE CRT market across payments and mobility solutions has
benefitted from various supportive market trends:

·      Digitalisation of the CRT industry: approximately 96% of the
industry's SMEs have fewer than 50 employees as well as limited resources and
capability to scale up. This results in the opportunity to provide a
diversified customer base with modern tools leveraging digitisation and
connectivity:

 

o  Back-office functions for SMEs represent a material cost element of the
overall operation. As with many industries, the CRT industry is seeing an
increase in penetration of digital solutions for back-office functions such as
accounting, finance, fleet management and human resources which drives
operational and financial efficiencies;

o  With increased digital freight forwarding ("DFF") penetration,
intermediary platforms can connect shippers and hauliers in real time using
online technology and data. Eventually, a significant increase in total CRT
volume could be undertaken through DFF, further improving efficiency and
reducing empty loads;

o  Digitalisation and growth in DFF are expected to enable digital payment
solutions which can increase the penetration of alternative payment methods
like the Group's fuel and toll cards or alternative payment methods. These
could constitute up to 60-80% of all payments;

o  A rise in digital payments, enabling increased penetration of financing
and tailored working capital (and other types of) financing whereby CRT
customers' capital needs are addressable by short-term financing providers.

 

·      Rise of integrated solutions: the day-to-day job of dispatchers,
fleet managers and accountants is difficult especially if working with a
fragmented tool set and while facing ever changing conditions on the road, in
the market and navigating complex regulation. Therefore, businesses are
looking for integrated solutions via a single platform or application
resulting in operational efficiency and financial stability.

 

·     Expansion of road mobility market: the serviceable addressable
market 10  (#_ftn10) has the potential to reach €25-40bn with the
introduction of digitised and integrated additional payment and mobility
solutions.

 

·    Push towards net zero: there is increasing pressure from stakeholders
for businesses to set out and implement strategies to shift towards net zero.
Digital solutions support greater energy efficiency and Eurowag provides its
innovative solutions to empower the CRT industry's transition to a low-carbon
future.

 

The Group's management believes that a one-stop-shop experience encompassing
payments and mobility solutions, as well as financial services and digital
freight forwarding, will optimally position Eurowag as the preferred platform
for customers across the CEE, including CRT customers, merchants, partners,
freight forwarders, shippers and others.

The Group's transformational investment programme is focused on the
development of the necessary technology to expand the existing suite of
products and services to complete its offering as the first fully integrated
end-to-end digital platform for the CRT industry, particularly in terms of
financing and DFF solutions. The recent strategic partnership with JITpay™
Group has built on one key component of this one-stop-shop approach with the
addition of invoice discounting, digitised billing and receivables management
solutions.

However, the Group believes that in order to maximise the opportunity, it must
offer the leading platform. In addition, Eurowag must ensure its platform is
underpinned by the largest bank of trucking data to constantly drive customer
efficiency, while helping the Group to improve its products and services.

Eurowag's existing products produce a wealth of data, which the Group uses to
gain further insights into its customers' needs, enabling it to serve them
better, develop new products, improve existing solutions, and cross-sell and
up-sell additional solutions that will also enhance the user experience,
driving customer retention, driver wellbeing and revenue growth.

Inelo will roughly double the vehicle base from which the Group collects data,
which will help to underpin Eurowag's offering by ensuring the data it uses is
significantly ahead of that of its nearest competitors in breadth and quality.

Increasing customer life-time value and retention

The Group is focused on customer retention through a self-reinforcing business
model aimed at addressing its customers' pain points and in turn, optimising
their business performance along the way, creating a virtuous cycle. For
example, the Group's outstanding average net revenue retention between 2017
and 2021 of over 110% is testament to its ability to drive growth from
existing customers through its product offering and customer engagement. The
Group offers a comprehensive step-by-step customer acquisition approach
through providing payments and mobility combined with working capital
financing solutions to address the numerous pain points of mid-size operators
in the CRT industry. It is also able to drive improvements in efficiency for
its customers and become integral to their operations, thereby strengthening
its competitive moat.

Inelo's leading product offering delivers subscription-based revenues of
approximately 80% 11  (#_ftn11) of total revenues across its customer base.
This highlights how the mission critical nature of Inelo's product offering
and its excellent customer engagement drive customer loyalty. Approximately
30% of Inelo customers hold more than one product and deliver 55% of Inelo's
revenues, which highlights the benefits of the manner in which its FMS and WTM
products have the potential to underpin further growth from its existing
customers through cross-selling of additional products. Eurowag's longstanding
ambition to create a one-stop-shop fully integrated mobility platform is
embedded in the Group's belief that the provision of a full product suite
addressing all of the pain points of customers in the CRT industry combined
with seamless technology, a data-driven digital platform and high-quality
customer service, will drive customer loyalty, products and services per
customer and ultimately customer life-time value. To this end, the acquisition
of Inelo adds an additional mission critical product suite in mobility
solutions that complements Eurowag's existing mission critical payments
products, significantly grows the data bank that underpins the seamless
technology offering and delivers a loyal customer base. The network effects
derived from the Proposed Acquisition will therefore drive increased services
per customer, higher customer retention rates and a greater customer life-time
value.

COMPELLING FINANCIAL RETURNS 12  (#_ftn12)

In addition to delivering on many of Eurowag's strategic objectives, the Board
places great importance in ensuring that the financial profile of any
acquisition is additive to the Group and delivers compelling returns to
shareholders over the short to medium term.

Inelo offers a compelling headline financial profile, delivering revenues of
€26.8 million for the period to 31 December 2021, representing year-on-year
growth of 40.6%. This growth was underpinned by long-term market tailwinds of
increased regulation and digitisation of the CRT industry, as well as the
successful execution of Inelo's M&A strategy. In September 2021, Inelo
completed the acquisition of CVS which delivered four months of financial
impact to Inelo during 2021. For the year to 31 December 2021, Inelo delivered
adjusted EBITDA of €10.4 million with an adjusted EBITDA margin of 38.7%
(all figures based on audited Polish and Slovenian local GAAP).

For the six months to 30 June 2022, Inelo delivered revenues of €20.6
million representing growth of approximately 32.1% versus the comparable
period to 30 June 2021, adjusted EBITDA of €9.0 million with an adjusted
EBITDA margin of 43.8% (all based on unaudited Polish and Slovenian local
GAAP). The momentum seen during the first half of 2022 was driven partly by
the full contribution of the acquisition of CVS, as well as strong operational
execution and continuing market tailwinds.

 Inelo Key Financial Information

 All figures EURm            2020(( 13  (#_ftn13) ))  2021(( 14  (#_ftn14) ))  H1 2022(( 15  (#_ftn15) ))
 Revenue                     19.0                     26.8                     20.6
 Year on Year Growth                                  40.6%                    32.1%

 Adjusted EBITDA             8.0                      10.4                     9.0
 Adjusted EBITDA Margin      41.9%                    38.7%                    43.8%

 

Inelo's revenues are also largely derived from subscription-based revenues
which are recurring in nature and make up approximately 80% of Inelo's overall
revenues. For the year ended to 31 December 2021, 54% of Inelo's revenues were
derived from its FMS, 40% from its WTM software and outsourcing, and 5% from
TMS (all based on audited Polish and Slovenian local GAAP). Inelo's revenues
will all sit within the Enlarged Group's mobility solutions segment following
Completion and will therefore materially increase the proportion of the
Enlarged Group's revenues derived from mobility solutions with approximately
40-50% of future revenue expected to be generated by the Enlarged Group's
mobility solutions division in the near term.

Following Completion, the Group anticipates it will be able to deliver
significant cross-selling and up-selling of Eurowag products to Inelo
customers and vice versa.

The Proposed Acquisition is expected to deliver double digit adjusted earnings
accretion in the first full year of Eurowag's ownership with accretion
expected to rise in subsequent years as the Group delivers on the revenue
cross-selling opportunities.

For the period to 31 December 2021, Inelo generated profit before tax of
PLN5.1 million with gross assets of PLN517.9 million, €1.1 million and
€113.0 million respectively (all based on audited Polish and Slovenian local
GAAP) 16  (#_ftn16) .

All financial information related to Inelo within this announcement are
presented in Polish and Slovenian local GAAP. The Inelo historical financial
information presented in the Circular will be shown under IFRS and in line
with the Group's accounting policies to the extent possible. Further
information on the adjustments from Polish and Slovenian local GAAP to IFRS
can be found in the Appendix to this announcement.

CURRENT TRADING AND OUTLOOK

The Group has separately announced a Q3 trading update today.

Whilst Eurowag has navigated with confidence through the challenging
environment, the Board notes that there are elevated risks and uncertainties
with respect to the future of the European economy, and potential impacts of
the sanctions related to imports of Russian oil introduced by the European
Commission. Notwithstanding these headwinds, following the completion of the
Proposed Acquisition, Eurowag expects to continue to deliver organic net
revenue growth of between high teens and low twenties per cent over the
medium-term. The Proposed Acquisition significantly increases the revenue
contribution to the Group from the mobility solutions segment, which has lower
operational gearing, but generates naturally more recurring revenues.
Consequently, the change in the revenue mix may impact the pace of the margin
expansion of mid-forties trending to high-forties per cent. over the
medium-term.

The Group continues to expect transformational capex to be €50m in aggregate
for 2022 to 2023 and ordinary capex to be approximately a high single digit
percentage of net revenue over the medium term. The Group expects to exceed
the top end of its leverage target by around half a turn of adjusted pro-forma
EBITDA on completion of the Proposed Acquisition, and return back to the
leverage target range of 1.5x to 2.5x in the near term.

Inelo has continued to trade in line with management expectations during H2
2022.

KEY TERMS OF THE PROPOSED ACQUISITION

On 24 October 2022, INNOVA/6 SCA SICAV-RAIF ("Innova"), European Telematics
Holding SCA and Jakub Gieruszczak, Mirosław Stocerz, Magdalena Magnuszewska,
Bartosz Najman, and Marcin Siech (collectively the "Vendors") entered in to a
binding agreement (the "Acquisition Agreement") pursuant to which W.A.G.
payment solutions, a.s. (the "Purchaser") has agreed to acquire and the
Vendors have agreed to sell all of the outstanding issued share capital of
Grupa Inelo S.A. The Acquisition Agreement is governed by Polish law.

The consideration payable under the Acquisition Agreement by the Purchaser in
respect of the Proposed Acquisition comprises of equity cash consideration of
€224 million and adjusted net debt of approximately €70 million of which
up to €58 million 17  (#_ftn17) of debt will be repaid (subject to certain
closing adjustments) on Completion. In addition, a deferred consideration of
up to €12.5 million is payable where Inelo's Adjusted EBITDA for the 12
month period to 31 December 2022 is €18 million or higher. Inelo's Adjusted
EBITDA 2022 shall be calculated using a fixed EUR/PLN exchange rate of 4.6 and
based on the consolidated financial statements of Inelo for the financial year
ending 31 December 2022 prepared and audited in accordance with Polish GAAP
and other applicable accounting rules applying specific policies agreed among
the parties.

Completion is conditional, amongst other things, upon:

a)    Approval from relevant foreign direct investment regulatory bodies and
antitrust authorities in Poland, Slovenia and North Macedonia;

b)    The passing of a resolution approving the Proposed Acquisition by
shareholders of Eurowag at a general meeting convened for such purpose;

c)     Receipt of a pay-off letter in relation to the Inelo's existing
financial indebtedness; and

d)    The registration of an increase of Inelo's share capital by the
relevant registry court in order to implement an employee share incentive
program and issuance of shares to certain Inelo managers (together the
"Conditions").

If the Conditions are not satisfied or otherwise waived by the Purchaser
within five months after the signing of the Acquisition Agreement (the "Long
Stop Date"), each of Innova and the Purchaser shall have the right to
terminate the Acquisition Agreement for a period of 30 business days following
the Long Stop Date. In the event that the Circular has not been approved by
the FCA by the Long Stop Date, the Long Stop Date shall be extended by 4
months.

The Purchaser is entitled to terminate the Proposed Acquisition in the event
of: (i) a material adverse effect relating to Inelo occurring; (ii) the
escalation of the Russian invasion of Ukraine; or (iii) a breach of certain
fundamental warranties by the Vendors relating to capacity, title to the
shares and insolvency. The Vendors' liability under the Acquisition Agreement
is several and not joint.

Innova and the Purchaser each have the right to terminate the Acquisition
Agreement within 60 business days if the Completion actions under the
Acquisition Agreement are not performed. If the Acquisition Agreement is
terminated by Innova as a result of certain obligations in respect of the
Circular and Eurowag shareholder approval not being satisfied, the Purchaser
and the Vendors shall be required to pay to a respective party a guarantee
payment in the amount of €6 million (subject to certain exclusions regarding
the minority Vendors). The Acquisition Agreement also includes certain
non-compete and non-solicit covenants given by the Vendors.

SHAREHOLDER APPROVAL

The Proposed Acquisition is a Class 1 transaction for Eurowag under the
Listing Rules. A Circular, which is required to be approved by the FCA,
containing further details on the Proposed Acquisition, the voting
recommendation of the Board and the notice convening a general meeting of the
shareholders of Eurowag to vote on the Resolution is expected to be posted to
shareholders in December 2022. The Board intends to recommend that its
shareholders vote in favour of the Resolution.

Martin Vohánka, TA Associates 18  (#_ftn18) and certain members of the Board
who hold shares have each irrevocably undertaken to vote in favour of the
Resolution and such undertakings, collectively, represent in excess of the
minimum voting rights expected to be required to pass the Resolution (being
50%+1).

FINANCING THE TRANSACTION

The Company proposes to finance the Proposed Acquisition using existing and
available resources:

·      €180 million derived from the Group's recently announced
committed facility 19  (#_ftn19) for permitted acquisitions and capital
expenditure, used to satisfy both a portion of consideration and the funds
required to repay the existing net debt at Inelo; and

·      The remainder of the consideration will be financed using existing
cash resources within the Group.

Eurowag expects to exceed the top end of its leverage target by around half a
turn of adjusted EBITDA pro-forma on the transaction completion, and return
back to the average leverage target range of 1.5x to 2.5x in the near term. As
set out at the time of IPO, the Group retains the flexibility to go above this
range when undertaking strategically and financially attractive acquisitions.
The Group is confident in the deleveraging profile of the Enlarged Group and
expects net leverage to be within the medium-term target range in the
near-term.

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole
responsibility of Eurowag.

No statement in this announcement is intended as a profit forecast and no
statement in this announcement should be interpreted to mean that (i) the
future earnings per share, profits, margins or cash flows of the Enlarged
Group will necessarily match or be greater than the historical published
earnings per share, profits, margins or cash flows of the Group; or (ii) that
Eurowag endorses the equity research analyst consensus referred to herein.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting for the Company and no-one else in
connection with the Proposed Acquisition. In connection with such matters,
Jefferies, its affiliates and their respective directors, officers, employees
and agents will not regard any other person as their client in relation to the
Proposed Acquisition and will not be responsible to any person other than the
Company for providing the protections afforded to clients of Jefferies or for
the giving of advice in relation to the contents of this announcement, the
Proposed Acquisition or any transaction, arrangement or other matter referred
to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed
upon Jefferies by the Financial Services and Markets Act 2000 (as amended) or
the regulatory regime established thereunder, or under the regulatory regime
of any jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, Jefferies accepts
no responsibility whatsoever or makes any representation or warranty, express
or implied, concerning the contents of this announcement, including its
accuracy, completeness or verification, or concerning any other statement made
or purported to be made by Jefferies or on its behalf, in connection with the
Company or the Proposed Acquisition, 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 future. Jefferies accordingly disclaims, to the fullest
extent permitted by law, all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to herein) which it
might otherwise have in respect of this announcement or any such statement.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect the Company's current view with respect to future events
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's business, results of
operations, financial position, liquidity, prospects, growth, strategies,
integration of the business organisations and achievement of anticipated
combination benefits in a timely manner. Forward-looking statements speak only
as of the date they are made.

Such forward-looking statements are based on beliefs, expectations and
assumptions of the Board regarding Eurowag's present and future business
strategies, the timetable for integration of Inelo, the benefits to be derived
from the Proposed Acquisition and the environment in which Eurowag,
Ineloand/or, following Completion, the Enlarged Group will operate in the
future. Although the Board believe that these beliefs and assumptions are
reasonable, by their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future or are beyond the Group's control. Eurowag,
Inelo and/or, following Completion, the Enlarged Group's actual operating
results, financial condition, dividend policy and the development of the
industry in which they operate, as well as the benefits and combination
benefits actually received, may differ materially from the impression created
by the forward-looking statements contained in this announcement. In addition,
even if the operating results, financial condition and dividend policy of
Eurowag, Ineloand/or, following Completion, the Enlarged Group, and the
development of the industry in which they operate, are consistent with the
forward-looking statements contained in this announcement, those results or
developments may not be indicative of results or developments in subsequent
periods.

You are advised to read this announcement and any circular (if and when
published) in their entirety for a further discussion of the factors that
could affect Eurowag and/or the Enlarged Group's future performance. In light
of these risks, uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur.

This announcement does not constitute, and should not be construed as, an
offer to purchase or sell or issue securities, or otherwise constitute an
inducement, invitation, commitment, solicitation or recommendation to any
person to purchase, subscribe for, or otherwise acquire securities in Eurowag
or any of its affiliates, or constitute an inducement to enter into any
investment activity in any jurisdiction. Nothing contained in this
announcement is intended to, nor shall it, form the basis of, or be relied on
in connection with, any contract or commitment whatsoever and, in particular,
must not be used in making any investment decision.

Certain data in this announcement, including financial information, has been
rounded. As a result of the rounding, the totals of data presented in this
announcement may vary slightly from the actual arithmetic totals of such data.

Neither the content of Eurowag's website (or any other website) nor any
website accessible by hyperlinks on Eurowag's website (or any other website)
is incorporated in, or forms part of, this announcement.

Save as required by the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the Listing Rules or by applicable law, each of Eurowag
and Jefferies and their respective affiliates expressly disclaims any
intention, obligation or undertaking to update, review or revise any of the
information or the conclusions contained herein, including forward looking or
other statements contained in this announcement, or to correct any
inaccuracies which may become apparent whether as a result of new information,
future developments or otherwise.

The person responsible for arranging the release of this announcement is
Tomáš Novotný (Head of Investor Relations).

 

APPENDIX A: SOURCES AND USES

Unless otherwise stated, financial information relating to the Group has been
extracted or derived from the audited results for the twelve months ended 31
December 2021 (prepared in accordance with IFRS). Financial information
relating to Inelo has been extracted or derived from the audited results for
the twelve months ended 31 December 2021 (prepared in accordance with Polish
and Slovenian local GAAP).

All financial information relating to Inelo contained in this announcement has
been prepared in accordance with Polish / Slovenian local GAAP. Such financial
information will be subject to a conversion to IFRS and the Group's accounting
policies to the extent possible and, therefore, may be different when
presented in the Circular. Further information on the adjustments from local
GAAP to IFRS can be found in Appendix B.

In this announcement, "€" or "EUR" shall mean euros, being the lawful
currency of the Member States of the European Union which have adopted it as
their currency, "PLN" shall mean złoty, being the lawful currency of Poland.

Where applicable, amounts shown in € or PLN are calculated based on data
provided by Bloomberg as at the time, or for the period, as stated throughout
this announcement.

APPENDIX B: HISTORICAL FINANCIAL INFORMATION AND IFRS CONVERSION

All financial information relation to Inelo within this announcement is
presented in Polish and Slovenian local GAAP. The Inelo historical financial
information required under the Listing Rules presented in the Circular will be
shown under IFRS and in line with the Group's accounting policies to the
extent possible. Set out below are the material differences between IFRS
accounts prepared in line with Eurowag's accounting policies and those of
Polish and Slovenian local GAAP under which Inelo's accounts have been
prepared historically.

Material differences between Polish GAAP and Eurowag's IFRS accounting
policies

As the IFRS transition exercise is incomplete there may be additional
differences not noted below:

1.     Statement of Comprehensive Income, Statement of Financial Performance
and Statement of Cash flow Statement Presentation

a.    The presentation of certain profit or loss, statement of other
comprehensive income, statement of financial position and statement of cash
flow line items may be realigned to conform to Eurowag presentation.

2.     Purchase price allocation and goodwill

a.    There are differences that exist between Polish GAAP and IFRS in the
accounting for business combinations, including the identification of
intangible assets (e.g., relationship with customers). Further, under Polish
GAAP goodwill arising from business combinations can be amortized annually
whereas at least annual impairment reviews are required under IFRS.

3.     Written puts/forwards over shares held by NCI

a.    There are differences that exist between Polish GAAP and IFRS in
recognition and measurement of written puts and forwards over shares held by
non-controlling interest. Under IFRS such instruments are recognized as a
liability and measured at the present value of the redemption amount debiting
other equity.

4.     Lease accounting

a.    There are differences that exist between Polish GAAP and IFRS in
accounting for leases, in particular IFRS requires the recognition of a lease
liability and right of use asset for all leases regardless of lease
classification. Further, under Polish GAAP there is different lease definition
generally resulting in relatively lower number of contracts accounted for as
leases as compared to IFRS.

5.     Share-based payments

a.   Polish GAAP do not provide any specific guidance for accounting of
share-based payments. Inelo Group under Polish GAAP did not recognize equity
settled share-based payments whereas IFRS require to recognize them in the
financial statements. Under IFRS equity settled share-based payments are
initially measured at the grant date's fair value and subsequently expensed
over the vesting period using graded-vesting schedule.

6.     Revenue recognition

a.   Polish GAAP provide only general requirements for revenue recognition
whereas under IFRS there is a detailed 5-step model applied as well as there
is a specific application guidance for special topics such as revenue from
licensing of intellectual properties, what can create numerous differences
between Polish GAAP and IFRS.

b.   For example, under IFRS 15 revenue recognition model entity identifies
performance obligations ("POs") existing in the contract with customer.
Depending on the nature of the promises in the contract with customer some of
them might be combined with others or separated for revenue recognition
resulting in different moment/pattern of revenue recognition and/or change in
revenue streams presented in the financial statements.

c.    Under IFRS 15 revenue form licensing of intellectual properties is
recognized either over time if the contract provides customer with the right
to access or at a point in time if the contract provides customer with the
right to use of intellectual property.

7.     Costs to obtain a contract with customer

a.    Polish GAAP do not provide any specific guidance for accounting of
costs incurred to obtain a contract with customer. Inelo Group under Polish
GAAP does not recognize an asset from costs to obtain a contract with
customer, they are recognized in profit or loss when incurred whereas IFRS
generally require recognizing them on-balance.

b.   Under IFRS incremental costs incurred to obtain contract with customer
are recognized to asset and amortized over the term of the contract (including
term of anticipated contracts) using the pattern consistent with pattern of
revenue recognition applied for POs identified in contract with customer.

8.     Accounting for debt

a.    There are differences that exist between Polish GAAP and IFRS in
accounting for debt, specifically in terms of amortized cost application and
accounting for debt modifications.

9.     Expected credit loss

a.   There are differences that exist between Polish GAAP and IFRS in
measurement of impairment loss on financial assets. Under Polish GAAP
impairment loss on trade receivables is measured for incurred loss whereas
IFRS require entities to determine expected credit loss resulting generally in
accelerated recognition of impairment losses.

10.  Income taxes

a.    There are differences that exist between Polish GAAP and IFRS in the
accounting for income taxes, including the presentation of deferred taxes.

Material differences between Slovenian GAAP and Eurowag's IFRS accounting
policies

As the IFRS conversion exercise is at this stage not yet completed, there may
be additional differences not noted below:

1.     Statement of Comprehensive Income, Statement of Financial Performance
and Statement of Cash flow Statement Presentation

a.   The presentation of certain profit or loss, statement of other
comprehensive income, statement of financial position and statement of cash
flow line items may be realigned to conform to Eurowag presentation.

2.     Initial measurement of long-term liabilities

a.    Under Slovenian GAPP CVS Group recognizes interest-free long-term
liabilities at nominal value of future payments. Under IFRS such instruments
are financial liabilities which are initially measured at fair value and
generally at amortized cost subsequently.

3.     Expected credit loss

a.     There are differences that exist between Slovenian GAAP and IFRS in
measurement of impairment loss on financial assets. Under Slovenian GAAP
impairment loss on trade receivables is measured for incurred loss whereas
IFRS require entities to determine expected credit loss resulting generally in
accelerated recognition of impairment losses.

 1  (#_ftnref1) €50 million of debt payable on Completion (as at the locked
box date and is subject to adjustment depending on the date of Completion),
which is likely to rise to €58 million following the completion of Inelo's
ongoing acquisition of another company.

 2  (#_ftnref2) Inelo connected trucks represent the number of medium and
heavy commercial vehicles over 3.5 tonnes that have an Inelo on-board unit
installed within the vehicle.

 3  (#_ftnref3) Subscription based revenue is the proportion of Inelo 2021
revenue which is derived from subscription contracts.

 4  (#_ftnref4) All financial information relating to Inelo contained in this
announcement has been prepared in accordance with Polish and Slovenian local
GAAP. Such financial information is subject to a conversion to IFRS and the
Group's accounting policies and, therefore, may be different when presented in
the Circular. Further information on the adjustments from local GAAP to IFRS
can be found in Appendix B to this announcement.

 5  (#_ftnref5) Inelo 2021 financials include four months of contribution from
acquisition of CVS. Based on a EUR:PLN average exchange rate for the year to
31 December 2021 of 4.57 and for the year to 31 December 2020 of 4.44. Growth
based on EUR to EUR.

 6  (#_ftnref6) Based on a EUR:PLN average exchange rate for the 6 months to
30 June 2022 of 4.63 and for the 6 months to 30 June 2021 of 4.41. Growth
based on EUR to EUR. H1 2022 includes a full contribution of CVS.

 7  (#_ftnref7) Inelo adjusted EBITDA is calculated on the basis of earnings
before interest, tax, depreciation and amortisation and before adjusting items
including M&A transaction related expenses, non-recurring one-off costs,
strategic transformation expenses, capitalised research and development
expenses and share-based compensation. For the avoidance of doubt this
definition is not aligned to that of Eurowag.

 8  (#_ftnref8) Based on a EUR:PLN average exchange rate for the year to 31
December 2020 of 4.44.

 9  (#_ftnref9) Shares held through Bock Capital EU Luxembourg WAG S.à r.l.,
a vehicle affiliated with TA Associates.

 10  (#_ftnref10) Consisting of currently sold and in-development products and
services, i.e. taking into account real penetration of products.

 11  (#_ftnref11) Subscription based revenue is the proportion of Inelo 2021
revenue which is derived from subscription contracts.

 12  (#_ftnref12) All financial information relating to Inelo contained in
this announcement has been prepared in accordance with Polish and Slovenian
local GAAP. Such financial information will be subject to a conversion to IFRS
and the Group's accounting policies to the extent possible and, therefore, may
be different when presented in the Circular. Further information on the
adjustments from local GAAP to IFRS can be found in Appendix B to this
announcement.

 13  (#_ftnref13) Based on a EUR:PLN average exchange rate for the year to 31
December 2020 of 4.44.

 14  (#_ftnref14) Inelo 2021 financials include four months of contribution
from acquisition of CVS. Based on a EUR:PLN average exchange rate for the year
to 31 December 2021 of 4.57 and for the year to 31 December 2020 of 4.44.
Growth based on Euros to Euros.

 15  (#_ftnref15) Based on a EUR:PLN average exchange rate for the 6 months to
30 June 2022 of 4.63 and for the 6 months to 30 June 2021 of 4.41. Growth
based on Euros to Euros. H1 2022 includes a full contribution of CVS.

 16  (#_ftnref16) Based on EURPLN average exchange rate for the year to 31
December 2021 of 4.57 for profits before tax and EURPLN exchange rate of 4.58
as at 31 December 2021 for gross assets.

 17  (#_ftnref17) €50 million of debt payable on completion (at the locked
box date and is subject to adjustment depending on date of completion) which
is likely to rise to €58 million following the completion of Inelo's ongoing
acquisition of another company.

 18  (#_ftnref18) Shares held through Bock Capital EU Luxembourg WAG S.à
r.l., a vehicle affiliated with TA Associates.

 19  (#_ftnref19) €180m committed Facility B for permitted acquisitions and
capital expenditure as announced by the Group on 22nd September 2022.

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