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  • PAYNOVA STRENGTHENS BALANCE SHEET AND SAFEGUARDS FINANCING PLAN THROUGH GUARANTEED PREFERENTIAL RIGHTS ISSUE

PAYNOVA STRENGTHENS BALANCE SHEET AND SAFEGUARDS FINANCING PLAN THROUGH GUARANTEED PREFERENTIAL RIGHTS ISSUE

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· Paynova’s existing financing plan is based on the ongoing preferential rights issue, worth around MSEK 19, and the outstanding options scheme, worth around MSEK 19. With the latest share price trend, it is unclear whether the outstanding option rights will be utilised, which means that the company’s financing must be safeguarded in another way.

· Paynova’s equity ratio and balance sheet therefore needs to be strengthened in order to guarantee the pace of development work, further strengthen the growth in volume, and offer strong conditions for continued participation in the industry’s consolidation.

· The board of Paynova AB will propose an extraordinary general meeting to decide on a guaranteed preferential rights issue of shares with the accompanying option rights in two rounds, which, on full subscription, will bring around MSEK 50 to the company.

· The new issue will be proposed at a rate of SEK 11.00 per unit, which involves entitlement to subscription to one new share and two option rights, one in 2009 and one in 2010, each with the entitlement to subscribe to one share at a cost of SEK 6.

· The issue as a whole is guaranteed by Maths O. Sundqvist through a wholly-owned company.

Assessment of Paynova’s financing plan

In addition to internally added funds from operations, Paynova’s existing financing plan is based on completion of the ongoing new issue in order to replace the financing previously obtained via the Xponse agreement and the outstanding TO9/TO3 subscription option (May 2007).

The financing plan thus includes a new issue worth around MSEK 19 with associated option rights for 2007 (September 2007) for around MSEK 10 and outstanding TO9/TO3 subscription options (May 2007), for around MSEK 9.

The recent trend in the Paynova share price means that there is a lack of certainty regarding whether these option rights will be fully utilised. If there is not full subscription via these option rights, Paynova’s board believes that the existing capital and business-generated operating capital will be insufficient to cover the company’s capital requirements. The extraordinary costs of Paynova’s active participation in the industry’s consolidation during spring 2007 have also been a burden on the capital base. In addition to this, the board believes that a strengthening of the company’s balance sheet will significantly improve the conditions for safeguarding the company’s excellent growth opportunities and will allow continued participation in the industry’s consolidation.

New financing plan

With a new financing plan including a preferential rights issue of around MSEK 50, insecurity regarding Paynova’s ongoing financing will be reduced, while the resources required for the company to achieve positive cash flow and good earnings can be secured. Paynova can thus fully focus on implementing the company’s restructured and more proactive plan for 2007 onwards, by:

· Safeguarding the pace of development work

During the early part of the second quarter, Paynova has worked intensively to recover the time lost by the company following the termination of the partnership with Xponse in February. Among other things, several important components have been implemented in Paynova’s payment service during May, further strengthening the company’s competitiveness. A strengthening of the balance sheet would further speed up this work and also contribute to the company being able to function more proactively on the market.

· Strengthening the volume growth further

Paynova’s underlying market, e-retail, is continuing to show very strong growth, and the company believes, as before, that there is potential for significantly increased transaction volumes. After commencing a refinement of transaction volumes during 2006, which concluded in spring 2007, Paynova’s transaction volumes are growing again on a monthly basis. With its financing secured, Paynova can intensify efforts within the prioritised segments of retail, travel and online gaming with increased resources within sales and marketing. This will allow further growth in the company’s income. A strong balance sheet also allows implementation of larger customers than previously.

· Active participation in consolidation of the industry

Paynova’s aim is to continue to actively participate in the consolidation of the industry. During spring 2007, Paynova has faced significant costs in connection with the initiatives taken to participate in the consolidation of the industry. The strengthening of the company’s balance sheet will give Paynova the financial strength and liquidity required to be able to continue to actively participate in the consolidation.

Decision on the preferential rights issue for around MSEK 50

Against the background of the uncertainty regarding the utilisation of Paynova’s outstanding option rights for 2007 and the increased growth conditions which a strengthened balance sheet will allow the company, Paynova’s board has decided to propose an extraordinary general meeting to decide on a new share issue of around MSEK 50 with preferential rights for Paynova’s shareholders.

The issue means that the company’s shareholders will possess preferential rights to subscribe to a unit with new shares and option rights in relation to the existing share ownership. The exact number of new shares will be specified in the summons to the extraordinary general meeting, which will be held as soon as possible after the ongoing new issue has been concluded.

The subscription rate for a unit will be SEK 11. The subscription rights/unit rights that are not utilised for subscription in the new issue will be traded on NGM Equity during the subscription period.

Maths O. Sundqvist guarantees entire issue sum

Maths O. Sundqvist, through a wholly-owned company, has issued an issue guarantee of MSEK 50, involving subscription to all shares in the issue not subscribed to with preferential rights by existing shareholders. Sundqvist has previously been involved in Paynova through an issue guarantee of MSEK 3 for the ongoing preferential rights issue.

Through the company, Sundqvist has thus undertaken, to the extent Paynova’s TO3 option scheme is not fully utilised by the final date for subscription of 31 May 2007, to take over option rights that become available and utilise these for a new subscription of up to MSEK 5. Further information will be given in a separate press release with today’s date.

As remuneration for the above guarantees, the board will propose at the general meeting that a decision be made on a directed new issue, whereby Sundqvist, through the company, is given the right to subscribe to shares in Paynova at a value corresponding to 9 per cent of the issue guarantees made. It is proposed that the shares be issued at a nominal value. The number of shares will be determined based on the average closing price of the Paynova share over a period of two weeks prior to the general meeting’s decision on the issue.

Terms and schedule

In connection with, and dependent on, implementation of the preferential rights issue proposed above, the board of Paynova will propose that the general meeting make decisions on the following:

1} For each share/unit issued as above, an option right also be issued. (“Option Rights 2009”) It is proposed that it only be possible to utilise the option right during the period from 1 November 2008 to 31 January 2009 inclusive. One (1) option right carries an entitlement to a new subscription of one (1) share in the company at a price of SEK 6.

2} For each share/unit issued as above, an option right also be issued. (“Option Rights 2010”) It is proposed that it only be possible to utilise the option right during the period from 1 November 2009 to 31 January 2010 inclusive. One (1) option right carries an entitlement to a new subscription of one (1) share in the company at a price of SEK 6.

Shareholders assigned shares/units in the company in accordance with the preferential rights issue as proposed above will be offered the opportunity to subscribe to one (1) Option Right 2009 and one (1) Option Right 2010 for each share assigned in the issue. The board intends to propose that the option rights be issued without cost, through a decision on two directed issues. The reason for this deviation from the shareholders’ preferential rights is that the issue of option rights for a new subscription is an effort to improve the conditions for the preferential issue proposed by the board.

Complete conditions and a schedule for the new issue will be contained in a press release and the summons to the extraordinary general meeting to be held as soon as possible after the current new issue has been concluded. In connection with this and the rest of the issue process, additional necessary information activities are planned.

Stockholm, 29 May 2007

Paynova AB (publ.)

The Board

FOR FURTHER INFORMATION, PLEASE CONTACT

Lars Guldstrand, Chairman of the Board, Paynova AB (publ.)

Telephone: +46 (0)70-528 81 81

ABOUT PAYNOVA

Paynova offers an international, account-based payment service via the Internet. With Paynova as the only counterpart, e-retailers can get a payment guarantee for around twenty payment options in 10 languages with 8 currencies in a security-certified interface (PCI). Consumers can open an account, a Paynova Wallet, for free on the Internet to make purchases simpler and more secure, as well as look after transfers between family members, friends and acquaintances. Paynova has agreements with around 1,400 e-retailers. Most are found in the following prioritised segments: travel, retailing and media/network games. The company has been listed on NGM Equity since February 2004. For more information: www.paynova.com

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