Digital Payments plc

August 07, 2014 11:29 ET


Digital Payments PLC

Summary: Digital Payments PLC is extending its global processing footprint by joining forces with  the
Muscato  Group  Inc.  to build the entire vertical chain of services ranging from  provision  of  free
middleware  to  its  clients,  to issuing, processing and acquiring for on-line  and  real  time  card
businesses and transactions.

Acquisition of Muscato Group Inc

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  of
Muscato Group Inc. ("MGI") a USA, Florida based company (the "Acquisition"), which includes M2 Payment
Solutions Inc. ("M2") and all of its affiliates.

MGI  and  M2 provide financial institutions, companies, and government agencies in the United  States,
Latin  America  and  Europe with the technology, transaction processing and infrastructure  needed  to
launch innovative payment products and services.

Indicative  figures  arising  from due diligence indicate that in the year  ended  December  2013  the
companies subject to the Acquisition recorded revenues of approximately USD 2m.

The  Acquisition  enables Digital Payments PLC to complete another step in their  stated  ambition  of
being a global vertically-integrated payment company with worldwide processing capability.

M2  Payment Solutions will continue to operate under its current brand and business structure;  adding
more  functionality and resources to build on its global market presence. Digital  Payments  PLC  will
enable M2 to increase its investment in technology, infrastructure, payment and global expansion. Over
the  past  12  months M2 has released new products in both multi-currency and loyalty  management  and
expects to continue the path of new market products and services to deliver to its customer base.

The consideration for the Acquisition is USD 14.6 million, which is to be satisfied by the payment  of
USD  4,600,000 in cash to the two shareholders in MGI and the allotment and issue, credited  as  fully
paid, of 118,694,362 new ordinary shares of 1p each in the Company at an effective price per share  of
5  pence (together the "Consideration Shares"). The Consideration Shares will rank pari passu  in  all
respects with the existing ordinary shares of the Company.

Following  the  Acquisition and the issue of the Consideration Shares, the vendors  of  MGI  have  the
following interest in the Company's issued ordinary share capital:

    Name                                                     Number of shares         Percentage
    Mr. Michael Muscato                                            79,169,139             14.15%
    Mr. Joseph Adams                                               39,525,223              7.06%

The  enlarged  issued  share  capital  of Digital Payments with voting  rights  attached  consists  of
559,619,362  ordinary shares of 1p each with one vote per ordinary share. The total number  of  voting
rights  in  Digital  Payments is therefore 559,619,361 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 Rules.

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

For further information please contact:

David Carr - CEO
Digital Payments Plc
Telephone: +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