Paysafe Limited (“Paysafe” or the “Company”) (NYSE: PSFE)
(PSFE.WS), a leading global payments platform, announced today that
its Board of Directors has approved a consolidation and
redesignation of the issued and unissued common shares of par value
$0.001, and the unissued undesignated shares, of par value $0.001,
at a ratio of 1-for-12 (the “reverse stock split”), such that after
giving effect to the reverse stock split, the authorized share
capital of the Company shall be comprised of $22,000,000 divided
into 1,600,000,000 common shares of par value $0.012 each (the
“Common Shares”) and 233,333,333.3 undesignated shares of par value
$0.012 each. The reverse stock split will be effective at 4:01 p.m.
(ET) on December 12, 2022, and the Common Shares will begin trading
on a split-adjusted basis when the New York Stock Exchange (the
“NYSE”) opens for trading on Tuesday, December 13, 2022. The Common
Shares will continue to trade on the NYSE under the trading symbol
“PSFE”, but will trade under the following new CUSIP number
starting December 13, 2022: G6964L 206. The reverse stock split was
approved by Paysafe’s shareholders at the special general meeting
of shareholders held on December 8, 2022 with over 95% approval for
all proposals.
As a result of the reverse stock split, every 12 common shares
issued and outstanding as of the effective date will be
automatically combined into one Common Share. Outstanding warrants,
equity-based awards and other outstanding equity rights will be
proportionately adjusted. No fractional shares will be issued as a
result of the reverse stock split. Where shareholders would
otherwise be entitled to fractional shares as a result of the
reverse stock split because they hold a number of shares not evenly
divisible by 12, such shareholders will automatically be entitled
to an additional fraction of a share to round up to the next whole
Common Share of par value $0.012. The reverse split affects all
shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s equity, except to the extent
that the reverse split results in shareholders owning an additional
share due to the fractional shares, as described above.
Further, as a result of the reverse stock split, the number of
Common Shares issuable upon exercise of the Company’s (i) 5,000,000
private warrants (the “private warrants”) originally issued in a
private placement in connection with the business combination with
Foley Trasimene Acquisition Corp. II (“FTAC”), (ii) 48,900,725
warrants (the “public warrants” and, together with the private
warrants, the “warrants”), and (iii) any outstanding limited
liability company units of Paysafe Bermuda Holdings LLC (the “LLC
Units”) originally issued in the business combination with FTAC,
will be also be reduced at a ratio of 1-for-12, so that each
warrant will entitle a holder to purchase one twelfth (1/12th) of a
Common Share and each LLC Unit will be exchangeable for one twelfth
(1/12th) of a Common Share. The exercise price of each warrant and
LLC Unit will increase from $11.50 per share to $138.00 per
share.
Additional information concerning the reverse stock split can be
found in Paysafe’s definitive proxy statement filed with the
Securities and Exchange Commission on November 21, 2022.
About Paysafe
Paysafe Limited (“Paysafe”) (NYSE: PSFE) (PSFE.WS) is a leading
global payments platform. Its core purpose is to enable businesses
and consumers to connect and transact seamlessly through
industry-leading capabilities in payment processing, digital
wallet, and online cash solutions. With over 20 years of online
payment experience, an annualized transactional volume of over US
$120 billion in 2021, and approximately 3,500 employees located in
12+ global locations, Paysafe connects businesses and consumers
across 100 payment types in over 40 currencies around the world.
Delivered through an integrated platform, Paysafe solutions are
geared toward mobile-initiated transactions, real-time analytics
and the convergence between brick-and-mortar and online payments.
Further information is available at www.paysafe.com.
Forward-looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Paysafe Limited’s
(“Paysafe,” “PSFE” or the “Company”) actual results may differ from
their expectations, estimates, and projections and, consequently,
you should not rely on these forward-looking statements as
predictions of future events. Words such as “anticipate,” “appear,”
“approximate,” “believe,” “budget,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “foresee,” “guidance,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “seek,” “should,” “would” and variations of such words
and similar expressions (or the negative version of such words or
expressions) may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, without
limitation, Paysafe’s expectations with respect to the completion
of the reverse stock split.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. While the Company
believes its assumptions concerning future events are reasonable, a
number of factors could cause actual results to differ materially
from those projected, including, but not limited to: cyberattacks
and security vulnerabilities; complying with and changes in money
laundering regulations, financial services regulations,
cryptocurrency regulations, consumer and business privacy and data
use regulations or other regulations in Bermuda, the UK, Ireland,
Switzerland, the United States, Canada and elsewhere; geopolitical
events, including acts of war and terrorism, including the conflict
in Ukraine; the economic and other impacts of such geopolitical
events and the responses of governments around the world; the
effects of global economic uncertainties, including inflationary
pressure and rising interest rates, on consumer and business
spending; risks associated foreign currency exchange rate
fluctuations; changes in our relationships with banks, payment card
networks, issuers and financial institutions; risk related to
processing online payments for merchants and customers engaged in
the online gambling and foreign exchange trading sectors; risks
related to our focus on specialized and high-risk verticals; risks
related to becoming an unwitting party to fraud or be deemed to be
handling proceeds of crimes being committed by customers; the
effects of chargebacks, merchant insolvency and consumer deposit
settlement risk; changes to our continued financial institution
sponsorships; failure to hold, safeguard or account accurately for
merchant or customer funds; risks related to the availability,
integrity and security of internal and external IT transaction
processing systems and services; our ability to manage regulatory
and litigation risks, and the outcome of legal and regulatory
proceedings; failure of third parties to comply with contractual
obligations; changes and compliance with payment card network
operating rules; substantial and increasingly intense competition
worldwide in the global payments industry; risks related to
developing and maintaining effective internal controls over
financial reporting; managing our growth effectively, including
growing our revenue pipeline; any difficulties maintaining a strong
and trusted brand; keeping pace with rapid technological
developments; risks associated with the significant influence of
our principal shareholders; the effect of the COVID-19 pandemic on
our business; and other factors included in the “Risk Factors” in
our Form 20-F and in other filings we make with the SEC, which are
available at https://www.sec.gov.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in their
expectations with respect thereto or any change in events,
conditions, or circumstances on which any statement is based,
except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221208005180/en/
Media Kate Aldridge Paysafe kate.aldridge@paysafe.com +44 750
079 7547
Investors Kirsten Nielsen Paysafe +1 (646) 901-3140
kirsten.nielsen@paysafe.com
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