{"id":823001,"date":"2025-03-07T07:03:23","date_gmt":"2025-03-07T12:03:23","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/nayax-announces-preliminary-results-of-notes-and-warrants-offering-in-israel-to-classified-investors\/"},"modified":"2025-03-07T07:03:23","modified_gmt":"2025-03-07T12:03:23","slug":"nayax-announces-preliminary-results-of-notes-and-warrants-offering-in-israel-to-classified-investors","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/nayax-announces-preliminary-results-of-notes-and-warrants-offering-in-israel-to-classified-investors\/","title":{"rendered":"Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Classified Investors"},"content":{"rendered":"
\n

HERZLIYA, Israel, March 07, 2025 (GLOBE NEWSWIRE) — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (the “Company<\/strong>“) announced today, further to its announcement of February 13, 2025, that the Company completed in Israel a tender to classified investors as defined under the Israeli Securities Law, 1968 (\u201cClassified Investors<\/strong>\u201d) of Notes and Warrants (the \u201cNotes<\/strong>\u201d and the “Warrants<\/strong>“, respectively and together, the \u201cSecurities<\/strong>\u201d).<\/p>\n

\n
\n General<\/em>
\n <\/strong>\n <\/p>\n

The Securities were offered to Classified Investors in units, with each unit consisting of NIS 1,000 principal amount of Notes and three Warrants (the \u201cUnit<\/strong>\u201d). Classified Investors submitted undertakings to purchase 942,452 Units in an aggregate amount of NIS 959,625,431. The Company intends to accept undertakings from Classified Investors to purchase 486,291 Units, at a price of NIS 1,021 per Unit, for an aggregate gross proceeds of NIS 496,503,111 (approximately $137,535,488 as of March 6, 2025) (the “Offering<\/strong>“).<\/p>\n

\n
\n Use of Proceeds<\/em>
\n <\/strong>\n <\/p>\n

The net proceeds from the Offering, after deduction of commissions, fees and expenses, will be approximately NIS 486.3 million (approximately $134.7 million). The Company intends to use the net proceeds of the Offering for general corporate purposes including repayment of debt and potential acquisitions and investments.<\/p>\n

\n
\n T<\/em>
\n <\/strong>
\n
\n erms of the<\/em>
\n <\/strong>
\n
\n Notes <\/em>
\n <\/strong>\n <\/p>\n

The Notes are non-linked, bear a fixed annual interest rate of 5.9%, and will mature on September 30, 2030. The interest rate of the Notes will be adjusted upwards if (a) the Company’s Equity shall be less than $100 million, (b) the Equity \/ Assets Ratio (as defined below) shall be\u00a0less than\u00a024%, and (c) the Company’s Revenues (as defined in the Indenture) shall be less than $170 million. The Notes principal will be repaid in four annual unequal payments commencing in September 2027 through September 2030. The first and second installments shall be equal to 10% of the principal amount each (approximately NIS 48.6 million or $13.4 million each), and the third and fourth installments shall be equal to 40% of the principal amount each (approximately NIS 194.5 million or $53.8 million each).<\/p>\n

\n
\n Terms of the <\/em>
\n <\/strong>
\n
\n Warrants<\/em>
\n <\/strong>\n <\/p>\n

Each Warrant is exercisable to one Ordinary Share of the Company, at an exercise price of NIS 177.80, approximately 37% premium over the closing share price on March 6, 2025. The exercise price of the Warrants shall be adjusted to changes in the NIS-to-USD exchange rate. The Warrants will expire on March 31, 2027.<\/p>\n

\n
\n Covenants, Restrictions on Distributions, and Events of Default <\/em>
\n <\/strong>\n <\/p>\n

In connection with the Offering, the Company undertook, for as long as the Notes are outstanding, to maintain the following ratios (the “Ratios<\/strong>“):<\/p>\n