PaySauce Announces Rights Offer

Wellington, New Zealand - 21 January 2020 PaySauce (NZX:PYS) announces a capital raising of $5.8M via a 1 for 7 pro-rata renounceable rights offer, to assist the Company to progress its New Zealand presence and expansion into other markets. A rights offer of approximately $5.8M will allow eligible shareholders to subscribe for 1 additional share for each 7 existing shares held on the record date at $0.34 per share. This represents a 61.5% discount to the theoretical ex-rights price of $0.88 and discount of 50% to the 186 day VWAP of $0.68. The full terms and conditions of the rights issue will be contained in an offer document which will be distributed to all eligible shareholders (as defined in the offer document) after the proposed record date. Capital Raising Terms Entitlement Ratio: 1 new share for every 7 existing shares held Offer Size: NZ$5.8M Maximum New Shares to be issued: 17,044,217 Issue Price: NZ$0.34 per share Offer Discount: ~61.5% to TERP, and ~50% to 186 day VWAP Eligibility: Available to persons recorded on PaySauce's share register at 5:00pm on 10 February 2020 Ranking: New shares issued on completion of the Rights Offer will rank equally with existing shares and will be quoted on the NZX Structure: Pro-rata renounceable Rights Offer provides all Eligible Shareholders with the opportunity to participate The PaySauce Board has resolved to proceed on the above basis at this time and documentation for the offer is now being prepared. PaySauce intends to apply to NZX for quotation of the rights shortly and will, in due course, issue a capital change notice in accordance with the NZX Listing Rules. Shareholder Options Subject to NZX accepting the application for quotation of rights, shareholders will have the following options under the rights issue: Take up all or some Rights - You will be able to acquire shares at the Issue Price of $0.34 which is at a discount to the market price immediately prior to the announcement of the Rights Offer. If you take up all of your rights you will maintain your proportional ownership of PaySauce after the Rights Offer. Sell all or some Rights - If you wish to sell your Rights, you should contact an NZX Broker. You will receive value for any Rights sold on-market, but you may be required to pay brokerage on the sale of your Rights. There is no assurance that an active market for trading in Rights will develop. Let Rights lapse - If you do nothing, your Rights will lapse and you will not be able to subscribe for any new shares. If you do nothing, your Rights will lapse and you will not be able to subscribe for any new shares or realise any other value for your Rights. If shareholders are unsure of what course of action to take they should obtain independent financial advice. Rights Issue Indicative Timetable Shares quoted "ex-rights" and Rights Trading commences on the NZX Main Board - Friday 7 February Record date - Monday 10 February Offer documents sent and Offer opens for acceptance - Tuesday 11 February Rights trading ceases - Tuesday 25 February Rights offer closes (and last date for receipt of renunciations) - Monday 2 March New shares allotted and commence trading - Monday 9 March Convertible Notes As advised to the market in June 2019, PaySauce received funding from a convertible note facility. In light of the decision to proceed with rights issue, the PaySauce board has today issued a conversion notice applying to all notes issued under the facility. The effect of the notice is that all notes, together with accrued interest, will convert to ordinary shares on 28 January 2020 at a conversion price of $0.515 per share. It is anticipated that approximately $1.25M will be converted in aggregate. Please refer to footnotes in the attached PDF for further details. For further information, please contact investor@paysauce.com End CA:00347308 For:PYS Type:OFFER Time:2020-01-21 08:30:27