Scheme Implementation Agreement extension

GENERAL

Wed, Mar 08 2023 09:30 am

Scheme Implementation Agreement extension

Auckland, New Zealand | Redmond, Washington; Colorado Springs, Colorado; Plano, Texas, US – 8 March 2023 (NZT)

Pushpay Holdings Limited (NZSX:PPH, ASX:PPH, ‘Pushpay’ or ‘the Company’) advises that the Scheme Implementation Agreement (‘SIA’) with Pegasus Bidco Limited (the ‘Bidder’) has been amended, with an extension to the date by which either party can terminate the SIA, if the parties do not agree to hold another Scheme Meeting.

As previously advised, the resolution to approve the scheme of arrangement involving the acquisition of Pushpay’s shares for NZ$1.34 in cash per share was not passed by shareholders at the meeting held on Friday, 3 March 2023. Pushpay and the Bidder had until 5:00 pm (NZT) on Tuesday, 7 March 2023 (‘termination time’) to agree to hold another shareholder meeting. If agreement to hold another meeting did not occur, either party could terminate the Scheme Implementation Agreement.

The Bidder requested an extension to explore whether it may be possible to agree an alternative proposal. To allow the Bidder further time to progress the terms of a potential alternative proposal, Pushpay and the Bidder have agreed to extend the termination time to 5:00 pm (NZT) on Monday, 13 March 2023. If the parties have not reached agreement on holding another Scheme Meeting by that time, then either party can terminate the SIA.

There is no certainty that the Bidder’s engagement with select shareholders and the Company will result in an alternative proposal or transaction.

A copy of the amendment to the SIA is attached.

Contact

Gabrielle Wilson | Investor Relations | Pushpay Holdings Limited
P: +64 21 724 244 | E: [email protected]
www.pushpay.com

This announcement is authorised by Graham Shaw (Independent Chairman) and Molly Matthews (Chief Executive Officer) of Pushpay Holdings Limited.

About Pushpay

Pushpay provides a donor management system, including donor tools, finance tools and a custom community app, a church management system (ChMS), and video streaming solutions to the faith sector, non-profit organisations and education providers located predominantly in the United States (US) and other jurisdictions. Our leading solutions simplify engagement, payments and administration, enabling our Customers to increase participation and build stronger relationships with their communities.

Church Community Builder and Resi Media LLC (Resi) are subsidiaries of Pushpay Holdings Limited. Church Community Builder provides a Software as a Service (SaaS) church management system that churches use to connect and communicate with their community members, record member service history, track online giving and perform a range of administrative functions. Resi is a high growth SaaS company that provides end-to-end live video streaming solutions enabled by hardware products predominantly to the faith sector, whilst also servicing commercial, non-profit organisations and education providers in the US.

Pushpay is an award-winning company. For more information visit www.pushpay.com/investors/awards.

ENDS