LONDON, UK: The boards of directors of PayPoint and Appreciate Group have reached agreement on the terms of a recommended offer pursuant to which PayPoint will acquire the entire issued and to be issued share capital of Appreciate Group, a leading gifting and engagement company.
PayPoint offers in store payment services for consumers, retailer services as well as secure mobile & online multi-channel payment solutions for businesses.
The acquisition will be effected by means of a Court-sanctioned scheme of arrangement between Appreciate Group and relevant Appreciate Group Shareholders.
Under the terms, Appreciate Group shareholders will be entitled to receive 33 pence in case and 0.0190 New PayPoint shares for each Appreciate Group share.
Each Appreciate Group shareholder will also be entitled to receive and retain a dividend of up to 0.8 pence per Appreciate Group Share which is declared by the board of Appreciate Group and paid in respect of the six-month period ended 30 September 2022.
Based on the Closing Price of a PayPoint Share of 580 pence on 4 November 2022, being the last Business Day prior to the date of this Announcement (the “Latest Practicable Date”), the Acquisition values each Appreciate Group Share at 44 pence and the entire issued and to be issued ordinary share capital of Appreciate Group at approximately £83 million on a fully diluted basis.
Commenting on the acquisition, Nick Wiles, Chief Executive of PayPoint, said: “The PayPoint Board believe the proposed acquisition of Appreciate Group provides a compelling opportunity to acquire a highly complementary business with well-established offerings in prepayment savings and the corporate and consumer gift card and voucher sector.
Appreciate Group brings a well-established technology platform, a strong customer base, a network of popular brand partners and significant headroom for growth across the UK consumer and corporate gifting markets which is valued at more than £8bn in the UK.
The Acquisition will strengthen our digital payments offering and create an enhanced retail proposition across our partner network, including more than 28,000 convenience stores, delivering additional growth opportunities for the Enlarged Group.
More specifically, the proposed acquisition would jointly target growth in three broad areas: prepayment saving through Park Christmas Savings to support customers with budgeting tools for Christmas and other events; an enlarged full-service offering for gifting, employee rewards and benefits to Appreciate Group’s corporate clients; and an extended consumer gifting network for the Love2shop brand.
PayPoint’s Board believes that Appreciate Group is an earnings enhancing acquisition that will deliver attractive returns for shareholders.”
Guy Parsons, Executive Chairman of Appreciate Group, said: “PayPoint’s offer represents an attractive premium for Appreciate Group Shareholders providing an opportunity to exit the majority of their shareholdings for cash, whilst participating in the potential upside of the combined Appreciate Group and PayPoint businesses over the long-term. We believe that all three segments of the Wider Appreciate Group’s business can prosper under PayPoint’s ownership given PayPoint’s capabilities, and that the Acquisition represents a good opportunity for all our stakeholders to benefit from both the immediate cash consideration and the potential future value creation and enhanced capabilities to Appreciate Group’s consumer and corporate clients arising as a result of the combination of the businesses.”