Nayax Ltd.
For the period ended Mar 10, 2025. Filed Mar 10, 2025.
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Mar 10, 2025 · Filed Mar 10, 2025
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Contents
EX-99.2 · Restructuring
Restructuring
| ☒ | There are restrictions on change of control: In accordance with and subject to section 5.1.25 of the Deed of Trust, should there be a change of control in the Company without obtaining prior approval for the change of control at the meeting of the noteholders by way of ordinary resolution, the noteholders will be permitted to accelerate the Notes to immediate repayment. In this regard, “change of control” means a transaction that results in the aggregate holding of Yair Nechmad, Amir Nechmad and David Ben Avi or their relatives (themselves-not together with others) being less than 35% of the Company's issued share capital, or another transaction as a result of which there is a shareholder holding, itself or together with others, Company shares at a rate of the Company's issued share capital that exceeds the aggregate holding rate of Yair Nechmad, Amir Nechmad and David Ben Avi. |
| ☒ | There are restrictions on merger and acquisition transactions: |
| (a) | In accordance with and subject to sections 5.1.7 and 5.2 of the Deed of Trust, in case of a merger in which the Company is the surviving company or the target company, without prior approval of the noteholders by way of an ordinary resolution (as defined in the Deed of Trust), the noteholders will be permitted to accelerate the Notes to immediate repayment, unless the Company and the surviving company declare to the noteholders, at least ten (10) business days before the date of completing the merger, that there is no reasonable concern that the surviving entity will not be able to meet the obligations towards the noteholders due to the merger. |
| (b) | In accordance with and subject to sections 5.1.24 and 5.2 of the Deed of Trust, if a majority of the Company's assets (as such term is defined in section 5.1.26 of the Deed of Trust) are sold without the Company undertaking that most of the consideration will serve it for the purchase of another asset or assets in the Company's field of activity, the noteholders will be permitted to accelerate the Notes to immediate repayment, unless the consent of the noteholders (Series A) for such sale was obtained in advance, by way of a special resolution. |
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