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Nayax Ltd. (NASDAQ: NYAX) announces a public offering of 3,130,435 ordinary shares, with 2,130,435 shares offered by Nayax and 1,000,000 by selling shareholders. Barclays and UBS Investment Bank are lead managers. The offering is subject to market conditions and SEC regulations.
The announcement of Nayax Ltd.’s underwritten public offering of ordinary shares marks a significant event for the company and its investors. From a financial standpoint, the offering could provide Nayax with capital to accelerate growth, fund research and development, or expand its market reach. The sale of shares by major insiders, including the CEO, could be indicative of their confidence in the company’s valuation or a signal of diversification in their personal investment portfolios.
Investors should assess the offering’s price relative to current market conditions and historical performance. Additionally, the ‘greenshoe’ option granted to the underwriters, allowing them to purchase additional shares, is a common practice intended to stabilize the stock price post-offering. However, this could also lead to dilution of existing shareholders’ equity if fully exercised.
The involvement of established financial institutions as book-runners and managers, such as Barclays and UBS Investment Bank, typically adds credibility to the offering. Nevertheless, investors should consider the underwriting discounts and commissions, which will affect the net proceeds to Nayax.
Nayax operates in the fintech space, offering a platform that combines commerce enablement, payments and loyalty programs. The success of their public offering could be contingent on the current fintech market trends and investor appetite for such equity. A key consideration is the competitive environment and how Nayax differentiates itself with its commerce enablement and loyalty solutions.
Long-term growth potential in the fintech sector is promising, given the shift towards cashless transactions and the integration of loyalty programs in payment systems. Nayax’s positioning and strategic use of the capital raised could strengthen its market share and enhance its product offerings. However, market saturation and regulatory challenges in fintech remain risks that could impact investor perception.
The legal framework surrounding public offerings is rigorous, with the SEC requiring detailed disclosures to protect investors. Nayax’s adherence to SEC regulations, including the filing of a registration statement and prospectus, is a critical step in ensuring transparency. The preliminary prospectus supplement provides vital information regarding the use of proceeds, risks and the company’s financial position.
It is also important to note that the offering is not an open invitation to the public but is subject to regulatory compliance and qualification under the securities laws. This legal structuring is designed to prevent unlawful sales and ensure that investors have access to all necessary information to make informed decisions.
HERZLIYA, Israel, March 06, 2024 (GLOBE NEWSWIRE) — Nayax Ltd. (NASDAQ: NYAX, “Nayax”), a global commerce enablement, payments and loyalty platform designed to help merchants scale their business, announced today the commencement of an underwritten public offering of 3,130,435 of its ordinary shares. Nayax is offering 2,130,435 ordinary shares and Yair Nechmad, Nayax’s Chief Executive Officer and Chairman of its board of directors, David Ben-Avi, Nayax’s Chief Technology Officer and a member of its board of directors, and Amir Nechmad, a member of Nayax’s board of directors, are offering a total of 1,000,000 ordinary shares as selling shareholders. In connection with the offering, Nayax intends to grant the underwriters an option to purchase up to 469,565 additional ordinary shares at the public offering price, less underwriting discounts and commissions. The offering is subject to market conditions and other factors, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Barclays and UBS Investment Bank are acting as joint lead book-running managers, and Oppenheimer & Co., William Blair, and Keefe, Bruyette & Woods, A Stifel Company, are acting as book-running managers for the offering.
A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on October 12, 2023. The offering will be made only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement related to the offering has been filed with the SEC and is available free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained free of charge from
- Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847, email: barclaysprospectus@broadridge.com;
- UBS Securities LLC, Attention: 1285 Avenue of the Americas, New York, NY 10019, email: ol-prospectus-request@ubs.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About Nayax
Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our customers’ growth across multiple channels. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency.
Forward-Looking Statements
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, many of which are beyond management’s control, including, but not limited to general economic conditions and other risks, uncertainties and factors set forth in our filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.
For more information, please contact:
Public Relations
Scott Gamm
Strategy Voice Associates
scott@strategyvoiceassociates.com
Investor Relations
Aaron Greenberg
Chief Strategy Officer
aarong@nayax.com
The ticker symbol for Nayax Ltd. mentioned in the press release is NYAX.
Nayax Ltd. is offering 2,130,435 ordinary shares in the public offering.
Barclays and UBS Investment Bank are acting as joint lead book-running managers for the offering.
The registration statement relating to the securities was declared effective on October 12, 2023.
A copy of the preliminary prospectus supplement related to the offering can be obtained free of charge from Barclays Capital Inc. or UBS Securities LLC.
