Equals Group plc (LON:EQLS), a fintech payments group focused on the SME marketplace, announces that it has entered into a conditional agreement to acquire the entire issued share capital of Oonex SA, a global payments services provider, for a total consideration of up to £4.1 million.
Established in 2012, Oonex is a regulated payment institution based in Belgium and is licensed and regulated by the National Bank of Belgium to deliver financial and payment services to businesses and individuals anywhere within the European Union and European Economic Area (EEA). Oonex provides card acquiring services and is a Principal Member of Mastercard allowing it to issue debit cards across the EEA. Additionally, Oonex is a SWIFT and SEPA member and provides direct Payment Accounts (‘IBANs’) from Belgium to companies and individuals worldwide.
The Acquisition of Oonex aligns with the Group’s strategic goals to be the B2B platform for worldwide money movement, allowing the Group to bring its payments, cards and multi-currency account products to a new suite of customers across Europe. The Acquisition additionally brings new card acquiring capabilities into the Group’s portfolio, complementing the acquisition of Roqqett Limited which completed in January.
Oonex’s ability to issue local IBANs within the Eurozone will significantly expand the addressable market for the Group’s platform and products and fits with Equals’ strategy to enable its customers to ‘Collect globally, deliver locally, control centrally.’
Under the terms of the sale and purchase agreement (SPA), Equals Group plc will acquire the entire issued share capital Oonex for a total of up to £4.1 million, including the assumption of £3.5 million of net liabilities and expects to provide additional working capital of up to £0.7 million between exchange and Completion.
Completion of the Acquisition is conditional on certain change of control consents, including the National Bank of Belgium approval in its capacity as the financial services regulator in Belgium by 30 September 2023.
The Acquisition consideration is an initial £3.2 million on completion, to be satisfied by the issue of 3,938,294 Ordinary Shares at an issue price of £0.81 per share, followed by a deferred tranche of £0.8 million six months after completion to be satisfied by the issue of 1,000,000 Ordinary Shares at the Issue Price and a further tranche of up to approximately £50,000 (dependent on recovery of outstanding receivables by Oonex) to be satisfied by the Issue of 61,706 Ordinary Shares at the Issue Price on 31 December 2023.
In aggregate assuming all of the consideration is payable, the Consideration Shares will number 5,000,000 Ordinary Shares which would represent up to 2.76 per cent. of the existing issued share capital in the Company as at today’s date.
Furthermore, the Consideration Shares will be subject to a lock-in agreement for two years from Completion.
The SPA also contains the customary warranties, covenants, undertakings and conditions attached to a transaction of this nature.
The Acquisition is expected to be earnings accretive for the Group in the medium term.
For the year ended 31 December 2022, Oonex made an unaudited loss before tax of £2.2 million and had assets of £1.8 million.
Fabien Boursin, Executive Director and Founder of Oonex, said:
“Everyone at Oonex is very excited to be joining the Equals Group. We have worked hard over the last nine years to build up an enviable licensing portfolio and we now look forward to delivering on the opportunity of driving the business forward with the technology, know-how and customer base of the wider Equals group.”
Commenting on the Acquisition, Ian Strafford-Taylor, CEO of Equals, said:
“We are delighted to announce the acquisition of Oonex which enables us to bring our market leading products to new customers across Europe. We are excited to establish our European headquarters in Belgium and to make use of the investment in technology that we have made over the past few years to rapidly deploy our global platform.”
