Disclosure of an inside information according to Art. 17 MAR
MyBucks S.A. / Key word(s): Capital Increases/Personnel
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MyBucks S.A. proposes capital increase against contributions in kind and subsequent rights offering
- Contribution in-kind capital increase to rectify the financial situation of the Company
- Subsequent rights offering to enable minority shareholders to participate in further capital increase
- Founder Dave van Niekerk retires as Executive Chairman and CEO, and is replaced as Independent Chairman by Christopher Hall and as CEO by Timothy Nuy
Luxembourg, March 26, 2018 - The Board of Directors of Frankfurt-listed Fintech MyBucks S.A. ("MyBucks" or the "Company") has resolved to propose to its shareholders a recapitalisation through the contribution of related party loans by South-African JSE-listed specialist Financial Services Group, Ecsponent Limited in the amount of c. EUR27.8m against the issuance of 27,829,312 shares at EUR1.00 per share. Such capital measure has been agreed with Ecsponent Limited today in order to improve the Company's capital position and secure the financial stability for the Company.
Furthermore, the Sub-Saharan private equity investment firm MHMK Group Botswana Limited has agreed to invest EUR6,000,000 against the issuance of 6,000,000 shares through the contribution of a loan book in Botswana. Moreover, a family office has agreed to contribute outstanding promissory notes issued by MyBucks S.A. in the amount of EUR11,015,863 against the issuance of 11,015,863 shares.
MyBucks is currently in talks with further stakeholders to increase the debt conversion/capital increase amount further. This recapitalisation of in total close to EUR45m will be subject to regulatory approvals in South Africa. MyBucks will invite its shareholders to attend an Extraordinary General Meeting to be scheduled in the second quarter of 2019 to seek the necessary approvals from the shareholders for such recapitalisation.
At the Extraordinary General Meeting, MyBucks intends to also resolve in favour of a capital increase against cash contributions. Such capital increase shall be structured as a rights offering to follow the recapitalisation of the Company. MyBucks intends to propose that all shareholders will be offered 5 shares per every 1 share currently owned to enable shareholders to participate more significantly in the capital increase and to compensate them for the dilutive effect of the prior recapitalisation. For that purpose, Ecsponent Limited has agreed to waive its subscription rights.
These steps, including the Extraordinary General Meeting, are necessary because the shareholder approvals for the capital increase announced on 28 December 2018 have not been obtained and, as a result of the growth strategy of the Company, MyBucks has reported a negative parent equity of c. EUR2.8m in its most recently published Interim Financial Statements as at 31 December 2018. The negative parent equity is expected to deteriorate further until the end of the fiscal year and put MyBucks in a severely capital constrained position. This deterioration is partially a result of the Zimbabwean currency devaluation, which is expected to have a significant negative impact on the group's equity.
Through this capital increase, MyBucks expects to reduce its gearing substantially and the Company will be able to continue to grow successfully from the sound operational base created over the past eight years.
In parallel, its founder, Dave van Niekerk has agreed with the Board of Directors today that he will step down as Executive Chairman and CEO of the Company with immediate effect in order to allow the further institutionalizing of the Company's operations. The Board of Directors has appointed Christopher Hall as independent Non-Executive Chairman, and asked Timothy Nuy to serve as Chief Executive Officer to guide the business through the recapitalisation process and thereafter. The Board of Directors has appointed Mr. Riaan Paul as Chief Financial Officer.
MyBucks S.A. is a FinTech company domiciled in Luxembourg that delivers financial services through technology. MyBucks operates in eleven African countries and in Australia through its brands Fair Go Finance, GetBucks, GetSure, MBC, NFB and Opportunity Bank. The Group offers credit, banking solutions and insurance products to customers. The MyBucks product offering enables customers to manage their financial affairs easily and conveniently. Discover more at http://www.mybucks.com
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This publication contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of MyBucks S.A. and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described herein due to factors affecting MyBucks S.A. such as, among other things, changes in the general economic and competitive environment, capital market risks, currency exchange rate fluctuations and competition from other companies, and changes in international and national laws and regulations, in particular with respect to tax laws and regulations. MyBucks S.A. does not assume any obligation to update any forward-looking statements.
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