SYDNEY, AUSTRALIA: Swoop Holdings Limited (ASX: SWP) has agreed to acquire Telco Pay trading as Moose.

The purchase price for the acquisition comprises:

• $16.15 million payable in cash on Completion (subject to customary net debt and working capital adjustments);

• $2.85 million in cash to be paid into escrow and released to the Sellers 6 months after Completion (subject to any amounts withheld from this sum to pay for claims or adjustments under the agreement);

• $5 million to be satisfied by the issue of fully paid ordinary shares of Swoop at completion at $0.506 (being the 5 day VWAP of Swoop shares prior to signing (Consideration Shares); and

• Up to $7 million based on the EBITDA of Moose (excluding extraordinary and one-off items) for FY2023 & FY2024, as well as the Mobile and NBN Services in Operations Growth over FY2023 and FY2024 (Deferred Consideration) to be satisfied in cash.

Moose provides over 94,000 mobile services on the Optus Network via a Mobile Virtual Network Operation agreement to customers across Australia.

Swoop CEO, Alex West stated, “This is an exciting time for Swoop to be joined by the amazing founders (and team) from Moose that have specialised in marketing mobile services to residential customers. Their subscriber growth has been outstanding over the last few years with over 94,000 active customers and increasing aggressively in recent times and they are motivated to achieve more as a combined group.

The most exciting part is the cross-sell potential into the residential broadband space, with over 94,000 users a target to provide Swoop Fixed Wireless and NBN internet services through; as well as almost 26,000 Residential Swoop customers that could receive a Moose mobile service.

This acquisition is also in line with our previous transactions in that it provides strong cash generation, with a very high proportion of the EBITDA converting to cash that continues our strong positive net operating cashflow; and brings the overall group closer to Free Cash Flow after our capital investments, heading into the next financial year”.