The Payments Group Holding – MFSA approval for its acquisition of The Payments Group

+++ Press release +++

The Payments Group Holding – MFSA approval
for its acquisition of The Payments Group

• Key milestone for the transformation of The Payments Group Holding into an operational PayTech company
• Sustainable profitability and strong growth in sight

Frankfurt/Main, 5 August 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 been indicated by its lawyers that the approval from the Malta Financial Services Authority (MFSA) for the acquisition of Calida Financial Ltd., which it applied for in September 2024, has now apparently been granted, pending formal written confirmation.

This would conclude the lengthy review process and clear the major hurdle for the acquisition of the The Payments Group (TPG). The transaction agreed in August 2024 comprises four cooperating FinTech and PayTech companies, including the MFSA-licensed e-money institution Calida Financial Ltd., whose e-money license was recently activated by the Malta Financial Services Authority (MFSA). With the MFSA's approval, the key condition precedent to the purchase agreement relating to a 75% stake in TPG has now been fulfilled.

“This is a milestone for the future of our company and on our path to becoming a sustainably profitable, high-growth next-generation FinTech company thanks to pioneering, proprietary PayTech solutions,” says Christoph Gerlinger, CEO of The Payments Group Holding.

For the closing of the acquisition of the 72.9% respectively 75% stake in the target companies, referred to as The Payments Group (TPG), PGH has agreed to render a variable consideration, primarily in the form of treasury shares and to a lesser extent in cash. 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.

The acquisition creates an operating PayTech group with good profit prospects and high growth expectations.

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