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Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Qualified Investors

NYAX
  • Nayax Ltd. (NASDAQ: NYAX, TASE: NYAX) announced a tender completion on December 8, 2025, offering securities to qualified investors in Israel via an expansion of its existing Series A Notes & Series 1 Warrants.
  • Each offering unit consists of NIS 1,000 principal in Notes & three Warrants exercisable into one ordinary share.
  • Qualified investors submitted undertakings for 658,611 units, but the company intends to accept 518,381 units at a price of NIS 1,091 per unit.
  • The offering is expected to generate gross proceeds of NIS 565,553,671 (approximately $175.4 million), with net proceeds of approximately NIS 560 million (approximately $174 million) after fees.
  • Net proceeds will be used for general corporate purposes, including potential acquisitions.
  • Notes are non-linked, carry a fixed annual interest rate of 5.9%, & mature on September 30, 2030.
  • The interest rate will adjust upward if equity is under $100 million, the Equity/Assets Ratio is under 24%, or revenues fall below $170 million.
  • Note principal repayment involves four annual installments starting in September 2027: two 10% payments followed by two 40% payments.
  • Warrants are exercisable at NIS 177.80 (subject to exchange rate adjustments), currently valued at NIS 158.01, representing a 6.4% premium over the December 8, 2025, closing share price.
  • Warrants expire on March 31, 2027, & are subject to the same covenants & restrictions as the existing Series A Notes.
  • The offering is expected to close around December 10, 2025, subject to regulatory approvals & standard conditions.
  • Securities are not registered under the U.S. Securities Act of 1933 & may not be offered or sold in the United States or to U.S. persons.
  • Forward-looking statements include risks related to market conditions, global economic trends, the war in Israel, & other factors detailed in the company's Form 20-F.
  • Nayax operates a global commerce enablement, payments, & loyalty platform with 12 offices, approximately 1,200 employees, & connections to over 80 merchant acquirers as of September 30, 2025.