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Covid-19 takes €90m bite out of Morans' PFS sale


New terms: Founder Noel Moran and his wife Valerie own more than 81pc of shares in PFS

New terms: Founder Noel Moran and his wife Valerie own more than 81pc of shares in PFS

New terms: Founder Noel Moran and his wife Valerie own more than 81pc of shares in PFS

The sale price of Irish couple Noel and Valerie Moran's Prepaid Financial Services (PFS) has been slashed by a third as a result of the Covid-19 outbreak.

The change will cost the Morans around €90m - although they are still in line to make around €170m personally from the sale of their financial technology business, an online and contactless payments specialist.

Australian buyer EML Payments announced the revised acquisition terms agreement in a notice to the Australian Securities Exchange (ASE) in Sydney.

The sale price was reduced with the Australian buyer citing Covid-19 economic disruption.

EML shares surged by nearly 70pc following the firm's announcement it had secured a last-minute €106.7m reduction on the purchase price agreed in November for Trim, Co Meath-based PFS.

The Australian firm will instead acquire PFS for £131.5m (€148.9m), paid in a mix of cash and equity, including two £10m cash payments deferred until mid-2024 and mid-2025.

The new total is £94.5m less than the price originally struck in November.

The sale includes two tranches of EML equity: 23.2 million shares at a price of AU$3.55 (€1.98) and 6.1 million at AU$1.65.

This will give the Morans and other PFS shareholders an 8.2pc stake in the enlarged EML, whose shares closed yesterday at AU$2.30.

A further maximum sum of £55m will be paid if PFS meets performance targets by mid-2021.

PFS declined to comment on the latest developments, saying the transaction was still being registered in Australia.

Noel Moran founded the company in 2008. He and wife Valerie own more than 81pc of shares.

The revised deal values PFS at roughly £186.5m.

This means the Morans will still earn around €170m from the sale, down from an estimated €265m in November.

EML's statement to the Sydney bourse said: "The board of EML was committed to seeking a conclusion to the transaction, but on improved terms reflecting the economic reality of Covid-19 and the need to have a strong balance sheet with significant cash on hand and nil net debt."

The original November agreement would have required EML to draw down debt of AU$130m to finance the acquisition.

The new terms avoid adding any senior secured debt.

EML said PFS's 2019 performance was "ahead of our expectations" but delivery of some 2020 contracts was being disrupted by Covid-19.

"The current trading environment is uncertain with two major programmes in Spain and France negatively impacted by strict government lockdown measures," it said.

A source close to the deal, speaking on condition he not be identified, said both PFS and EML officials in recent negotiations agreed that their combined operation needed to reduce or eliminate the reliance on debt finance from the November agreement.

"The trading and finance environment in November looks nothing like the environment we find ourselves in today," said the source.

"Both parties understood the need to restructure the agreement for it to proceed," they added.

PFS employs 130 people in Meath and 70 in London, Manchester and Malta.

It provides e-wallets and banking-as-a-service software in dozens of countries.

Irish Independent

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