Digital Payments plc

July 29, 2014 09:59 ET


Digital Payments PLC


The  Board of Digital Payments Plc ("Digital Payments" or the "Company"), the GXG Main Quote investing
company  focusing  on  investment  and acquisition opportunities in payment  transaction  and  message
processing services is pleased to announce that it has acquired 100% of the issued share capital in  a
prepaid program management company Baytron Limited ("Baytron") (the "Acquisition").

Having  upgraded its Online Business Intelligence (OBI)  middleware platform to OBI 4.0 to ensure  its
integration  with  a broader spectrum of processing companies, Baytron Ltd went on to  acquire  Signia
Associates  Ltd,  a  prepaid-based  payroll management company, which  owns  the  Globus  Card  brand,
developed for employers of migrant workers in Europe. Baytron Ltd intends to provide its clients  with
free access to OBI 4.0.

The consideration for the Acquisition is GBP 8.25 million, which is to be satisfied by the payment  of
GBP 2,250,000 in cash to the ordinary shareholders in Baytron and the allotment and issue, credited as
fully  paid,  of 200,000,000 new ordinary shares of 1p each in the Company at an effective  price  per
share  of 3 pence (together the "Consideration Shares"). The Consideration Shares will rank pari passu
in  all  respects with the existing ordinary shares of the Company.  180,000,000 of the  Consideration
Shares were issued to Troika Management Ltd, with 20,000,000 issued to Globus Holdings AG.

Following  the  Acquisition, the Company is aware of the following significant  shareholdings  in  its
enlarged issued ordinary share capital:

    Name                                                     Number of shares         Percentage
    Troika Management Ltd*                                        180,000,000             48.78%
    Mr. Vladislav Popeta                                           76,200,000             20.65%
    Mr. Andrey Popeta                                              39,650,000             10.75%
    Globus Holdings AG**                                           25,000,000              6.78%

*Troika Management Ltd is beneficially owned equally by Mr Andrey Popeta, Mr Vladislav Popeta  and  Mr
Mikhail Raskin.

**Mr Mikhail Raskin is a shareholder in Globus Holdings AG

As  Baytron was acquired from existing shareholders and a director of the Company, and is therefore  a
related  party transaction, the Company has obtained an independent valuation of Baytron  to  validate
the Acquisition consideration.

Mr Mikhail Raskin is a director of the Company. Mr Vladislav Popeta and Mr Andrey Popeta together with
Troika Management Limited consider themselves to be a concert party for the purposes of Rule 9 of  the
UK  Takeover Code.  The enlarged issued share capital of Digital Payments with voting rights  attached
consists of 368,950,000 ordinary shares of 1p each with one vote per ordinary share. The total  number
of  voting  rights  in  Digital  Payments  is therefore 368,950,000,  which  figure  may  be  used  by
shareholders  (and  others with notification obligations) as the denominator for the  calculations  by
which  they  will determine whether they are required to notify their interest, or a change  to  their
interest,  in  Digital Payments under the UK Financial Conduct Authority's Disclosure and Transparency

The Directors of the Issuer accept responsibility for the contents of this announcement.

For further information please contact:

David Carr - CEO
Digital Payments Plc
Tel: +44 207493 0387

GXG Corporate Advisor
Nick Michaels and Jon Isaacs
Alfred Henry Corporate Finance Limited
Tel: +44 207251 3762

Contact Information

  • Digital Payments plc