Nayax Announces the Pricing of its Initial Public Offering

HERZLIYA, Israel, May 11, 2021 /PRNewswire/ -- Nayax Ltd. ("Nayax") announced today the pricing of its global initial public offering of 63,500,000 ordinary shares at a price per share of ILS 10.50 (approx. USD 3.25). The offering comprises 44,000,000 ordinary shares by Nayax and an aggregate of 19,500,000 ordinary shares by three existing shareholders (the "Selling Shareholders"). In addition, Nayax has granted the underwriters a 30-day option to purchase up to an additional 9,525,000 ordinary shares from Nayax, at the initial public offering price. Nayax intends to use the net proceeds of approximately ILS 430 million (approximately USD 132 million) from the initial public offering for financing the expansion of Nayax's business activities, pursuing its strategy to enter new markets and financing acquisitions. Nayax will not receive any proceeds from the sale of ordinary shares by the Selling Shareholders. The offering is expected to close on May 12, 2021, subject to customary closing conditions.

Yair Nechmad, CEO, chairman and co-founder, stated: "We're excited to begin this new chapter in Nayax's journey and we believe it is only the beginning. We look forward to delivering value to our shareholders as we do to our growing number of customers across the globe every day. We're especially pleased to have completed a successful global offering on the Tel Aviv Stock Exchange. We hope it will pave the way for others to follow."

"This milestone was made possible by the hard work and dedication of our employees and business partners, to whom the board conveys its deep appreciation and gratitude. The IPO process had the full support and guidance of an outstanding team, including the investment bankers of Jefferies Group LLC, sole global coordinator, Oppenheimer & Co. Inc., lead international manager and Leader Capital Markets, lead Israeli manager, the lawyers at Herzog, Fox & Neeman, Davis Polk and Wardwell LLP, Gornitzky & Co. and Latham & Watkins, LLP, the auditors of PwC Israel and the Investor Relations experts of MS-IR LLC."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

ABOUT NAYAX

Nayax offers a complete cashless payment solution, telemetry, management suite and consumer engagement tools to retailers, including unattended retail. Nayax' features help operators improve their day-to-day operations and long-term planning and transforms unattended machines into 24/7 retail stores. Nayax also ensures all transactions are secure with EMV transactions and increase revenue by accepting all dominant payment options in each region. As a global company, Nayax's goal is to help their customers grow their business with their complete merchant account capabilities. Visit www.nayax.com for more information.

Visit www.nayax.com for more information.

The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, any offer of the ordinary shares will be made only to "qualified institutional buyers" as defined in and in reliance on Rule 144A under the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Outside the United States, any offer will be made in accordance with Regulation S of the Securities Act.

Forward looking statement The information included in this press release contains, or may be deemed to contain, forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968). Said forward-looking statements, relating to the initial public offering, are subject to uncertainties and assumptions and the actual results may materially differ. All forward-looking statements in this press release are based on information available to Nayax on the date hereof.  All written or oral forward-looking statements attributable to Nayax are expressly qualified in their entirety by the factors referred to above. Nayax does not intend to update these forward-looking statements.

IR Contact: Miri Segal MS-IR LLC msegal@ms-ir.com Tel: +1-917-6078654