EQS-Adhoc: The Payments Group Holding GmbH & Co. KGaA: The Payments Group Holding receives final approval from the MFSA for the acquisition of The Payments Group

+++ Ad-hoc Announcement +++

The Payments Group Holding receives final approval from the MFSA
for the acquisition of The Payments Group
 

• Closing expected in the upcoming months
• Negotiations with investors to fund the cash tranche have already begun

Frankfurt/Main, 26 September 2025 –The Payments Group Holding (PGH), a holding company based in Frankfurt am Main that was founded in 2012 and renamed in August 2024, has received final written approval from Malta's financial supervisory authority, the Malta Financial Services Authority (MFSA), to acquire the licensed e-money institution Calida Financial Ltd. This clears the way for the acquisition of The Payments Group (TPG), a group of four cooperating, specialized fintech and paytech companies incl. Calida Financial Ltd. operating under this name.

The management expects the closing in the upcoming months with the acquisition of 72.9% respectively 75% stake in the target companies. The closing is thus solely in the hands of PGH for the first time. It requires the funding of the cash tranche to be paid by PGH as part of the compensation for the acquisition through a one-time placement of treasury shares. This is to take place outside the capital market with investors specializing in the online payment sector. PGH has already entered into negotiations with interested, financially strong investors.

The remaining compensation for the acquisition will be made through a transfer of PGH shares. The management expects that PGH will have to transfer 19 to 23 million PGH shares. The number of outstanding PGH shares currently amounts to 11.4 million. In addition, PGH holds 34.9 million treasury shares.

For the remaining 25% of the target companies, PGH holds a call option until 31 January 2027.

About The Payments Group Holding

The Payments Group Holding (PGH) is a holding company and venture capital provider based in Frankfurt am Main founded in 2012 and renamed in August 2024.

In August 2024, PGH signed a share purchase agreement for the acquisition of four PayTech companies, which is expected to close in summer 2025 subject to certain conditions precedent. After closing of the transaction, PGH will form a group of four operating PayTech companies:

Funanga AG, Campamocha Ltd with its 100%-owned subsidiaries TBWS Ltd and Calida Financial Ltd as well as Surfer Rosa Ltd form a fast-growing, vertically integrated e-Money PayTech group of companies - The Payments Group (TPG). TPG provides proprietary closed and open (branded and white-labelled) prepaid payment services to hundreds of online merchants worldwide. The synergy between these companies positions TPG as the future market leader in embedded financial products and prepaid solutions. Calida Financial Ltd. is the regulated company within TPG, having received an e-money license from the Malta Financial Services Authority (MFSA) in August 2024. This license entitles Calida Financial Ltd. to offer innovative e-money services and products across Europe.

TPG employs over 50 people and operates globally. TPG's customers make use of more than 550,000 POS cash payment points and the global online prepaid card network to process cash and cashless online payments.

Furthermore, PGH operates an AI-focused company builder called 'Softmax AI' together with AI experts via its future 25% stake in German AI Projects GmbH. In addition, The Payments Group Holding holds from its history as a leading German venture capital provider under the German Startups Group brand a heritage VC-portfolio of minority stakes in partly promising German startups via its wholly owned subsidiary German Startups Group VC GmbH.
 

More information: www.tpgholding.com.

Investor Relations Contact
Rosenberg Strategic Communications
Alexander Schmidt
a.schmidt@rosenbergsc.com