Updated Release with a few clarifications - Ebix, Inc. (NASDAQ:
Ebix), today issued an informational release with a few
clarifications and updates to the previously issued strategic
update release on July 6th, 2023.
A. The Company reminded investors that the term
investment advisory in the July 6th 2023 release should not be
construed as “Investment Advice” and should be read only as a
simplified disclosure pertaining to relevant matters.
B. Updates and Clarifications with
respect to the EbixCash IPO:
- The draft red herring prospectus
(DRHP) for our subsidiary, EbixCash Limited
(“EbixCash”), dated March 9, 2022, contained
financial information for the financial years ended March 31, 2019,
March 31 2020, March 31 2021 and for the six months period ended on
September 30 2021 and September 30 2020.
- Ebix Payment Services Private
Limited (“Ebix Payment Services”), a subsidiary of
EbixCash, received “a letter of displeasure” from the Reserve Bank
of India (“RBI”) dated March 21, 2023
(“RBI Letter”), regarding certain co-branding
arrangements of EbixCash with the banks for the issuance and
operation of prepaid payment instruments (“PPIs”
and the banks “PPI Issuers”). The details of the
letter have been disclosed in the addendum to the DRHP filed by
EbixCash on June 1, 2023.A circular dated April 19, 2023 was issued
by RBI to all approved/authorized PPI Issuers, according to which,
the role of all non-bank entities, including Ebix Payment Services,
is to be limited to only marketing / distribution of the PPIs or
providing access to the PPI holders to services that are
offered.Accordingly, Ebix Payment Services was asked by RBI to
suitably amend the co-branding arrangements/ agreements with the
PPI Issuers within one month of the aforesaid communications and
strictly comply with the provisions, and the same was complied
with. Based on this directive from RBI to amend its co-branding
arrangements with the PPI Issuers going forward, Ebix Payment
Services has ceased to be a principal under the amended co-branding
arrangements from financial year commencing April 1, 2023 and would
act as an agent for the PPI Issuers consequent to the amendments
made in the contractual arrangement(s) with the PPI Issuer(s).
- The Securities and Exchange Board
of India (“SEBI”), vide its letter dated April 10,
2023 (“SEBI Letter”), directed the Company to
present the financial information being provided in the red herring
prospectus (“RHP”) (for all past periods i.e.
financial years ended March 31, 2021, March 31, 2022 and March 31,
2023) to be restated on a net basis and presented in line with the
RBI's master directive on pre-paid cards instruments.
- In compliance with the RBI Letter
and the SEBI Letter, the revenue to be recognized for services
provided by the Company post such amendments (commencing April 1,
2023) for co-branded cards would be recognized on a net basis in
the financial statements of the Company. Accordingly, the revenue
and income for cobranded cards were presented on a net basis, while
presenting consolidated financial information for the years ended
March 31, 2021, March 31, 2022, and March 31, 2023
(“Restated Consolidated Financial Information”)
that was included in the addendum dated June 1, 2023
(“Addendum”). As a result of these changes made,
the Restated Consolidated Financial Information in the Addendum and
the restated consolidated financial information included in the
DRHP are not comparable for the period ended March 31, 2021.
Investors are advised to refer to the Addendum for the relevant
Financial Information of EbixCash for the aforementioned
periods.
- Further, the statutory Auditors’
report on the Restated Consolidated Financial Information should
not in any way be construed as a reissuance or re-dating of any of
the previous audit reports issued by the statutory Auditors, nor
should the report be construed as a new opinion on any of the
financial statements referred to herein, since it does not change
EbixCash’s audited financial information for the prior periods.
Please refer to page 5 of the Addendum for the full text of the
statutory Auditor’s Examination Report on the Restated Consolidated
Financial Information.
- Please note that the information
included in the DRHP, including to the extent stated in the
Addendum, will be suitably updated, as may be applicable in the Red
Herring Prospectus, as and when filed with the RoC, the SEBI and
the Stock Exchanges. It is to be understood that the underlying
audited financial statements for the prior periods have not been
modified, however, because of the changed role of the Ebix Payment
Services, future financial statements will record revenues for
co-branded cards on a net basis.
- As a result of the above, and to
ensure parity of future financial information for investors, the
restated consolidated financial information in the Addendum has
reclassified, inter alia, revenue related to pre-paid payment
instruments from a gross basis to a net basis. Please refer to note
67 of the Restated Consolidated Financial Information for a
reconciliation of the revenues on a gross basis and net basis. It
is clarified that the revenue from co-branded prepaid cards, which
was 65% of the EbixCash’s consolidated revenues from operations for
Fiscal 2023 on a gross basis, reduced to less than 3% of the
EbixCash consolidated revenues from operations for Fiscal 2023 on a
net basis and as is included in the Restated Consolidated Financial
Information. Further, on both, a gross basis and net basis,
considering the fact that Ebix Payment Services registered a loss,
there was no contribution to the profitability of the EbixCash
Group.
C. Updates with respect to the short
report:
- With respect to the short report
dated June 16, 2022, Ebix, Inc., provided a point-wise rebuttal of
certain allegations through a press release on June 21, 2022.
https://www.ebix.com/press-release/ebix-provides-clarifications-on-the-nature-and-metrics-of-its-ebixcash-businesses
- Further, EbixCash filed a suit
before the Tis Hazari Court, Delhi against Hindenburg Research LLC
(“Hindenburg”) and its founders as well as against Google LLC and
Twitter Inc. along with other parties (“Defendants”), for
permanent, prohibitory and mandatory injunction along with
defamation and damages in relation to the a report published by
Hindenburg dated June 16, 2022 (“Hindenburg Report”). The Court by
way of its orders dated July 5, 2022 and September 9, 2022 had
temporarily restrained Nate Anderson, Hindenburg and others from
publishing the Hindenburg Report till the final disposal of the
suit. In para 12 (g) of the order dated July 5, 2022, the Court has
indicated its views on the statements in the report being
‘disparaging, misleading and defamatory in nature’. The matter is
currently pending and the next date of hearing is August 14,
2023.
About Ebix, Inc.
With approximately 200 offices across 6
continents, Ebix, Inc., (NASDAQ: EBIX) endeavors to provide
on-demand infrastructure exchanges to the insurance, financial
services, travel and healthcare industries.
With a "Phygital” strategy that combines over
650,000 physical distribution outlets in India and many Southeast
Asian Nations (“ASEAN”) countries as of December 31, 2021, to an
Omni-channel online digital platform, the Company’s EbixCash
Financial exchange portfolio of software and services encompasses
domestic and international money remittance, foreign exchange
(Forex), travel, pre-paid gift cards, utility payments, lending and
wealth management across 75+ countries including India. EbixCash’s
Forex operations are carried out primarily through 82 retail
branches, 62 retail kiosks in 16 international airports, including
Delhi, Mumbai, Hyderabad, Chennai and Kolkata, 12 seaports, over
250 franchise partners across 69 cities, as well as offered through
more than 1200 corporate clients, more than 27 bank clients, and
5-star hotels in India. EbixCash, through its travel portfolio of
Via and Mercury, is also one of the leading non-bank travel
exchanges based in India and catering to approximately 517,000
agents and approximately 17,900 registered corporate clients as of
December 31, 2021. EbixCash's financial technologies business
offers software solutions at the enterprise level for banks, asset
and wealth management companies and trust companies within India,
Southeast Asia, the Middle East and Africa. EbixCash's business
process outsourcing services provide information technology and
call center services to a variety of industries.
For more information, visit the Company’s
website at www.ebix.com
CONTACT:
Satish Sapru
satish.sapru@Ebix.com or +91 99990 13426
Darren Joseph
IR@ebix.com or +1 678 281 2027
David Collins or Chris Eddy, Catalyst Global
ebix@catalyst-ir.com or + 1 212-924-9800
SAFE HARBOR REGARDING FORWARD-LOOKING
STATEMENTS
As used herein, the terms “Ebix,” “the Company,”
“we,” “our,” and “us” refer to Ebix, Inc., a Delaware corporation,
and its consolidated subsidiaries as a combined entity, except
where it is clear that the terms mean only Ebix, Inc.
The information contained in this Press Release
contains forward-looking statements and information within the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. This
information includes assumptions made by, and information currently
available to management, including statements regarding future
economic performance and financial condition, liquidity and capital
resources, acceptance of the Company’s products by the market, and
management’s plans and objectives. In addition, certain statements
included in this and our future filings with the Securities and
Exchange Commission (“SEC”), in press releases, and in oral and
written statements made by us or with our approval, which are not
statements of historical fact, are forward-looking statements.
Words such as “may,” “could,” “should,” “would,” “believe,”
“expect,” “anticipate,” “estimate,” “intend,” “seeks,” “plan,”
“project,” “continue,” “predict,” “will,” and other words or
expressions of similar meaning are intended by the Company to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These
forward-looking statements are found at various places throughout
this report and in the documents incorporated herein by reference.
These statements are based on our current expectations about future
events or results and information that is currently available to
us, involve assumptions, risks, and uncertainties, and speak only
as of the date on which such statements are made.
Our actual results may differ materially from
those expressed or implied in these forward-looking statements.
Factors that may cause such a difference, include, but are not
limited to those discussed in our Annual Report on Form 10-K for
the year ended December 31, 2022 and subsequent reports filed with
the SEC, as well as: the ongoing effects of the Covid-19 global
pandemic, the willingness of independent insurance agencies to
outsource their computer and other processing needs to third
parties; pricing and other competitive pressures and the Company’s
ability to gain or maintain share of sales as a result of actions
by competitors and others; changes in estimates in critical
accounting judgments; changes in or failure to comply with laws and
regulations, including accounting standards, taxation requirements
(including tax rate changes, new tax laws and revised tax
interpretations) in domestic or foreign jurisdictions; exchange
rate fluctuations and other risks associated with investments and
operations in foreign countries (particularly in India, Australia
and Asia, Latin America and Europe wherein we have significant
and/or growing operations); fluctuations in the equity markets,
including market disruptions and significant interest rate
fluctuations, which may impede our access to, or increase the cost
of, external financing; ability to secure additional financing to
support capital requirements; credit facility provisions that could
materially restrict our business; costs and effects of litigation,
investigations or similar matters that could affect our business,
operating results and financial condition; and international
conflict, including terrorist acts and wars.
Except as expressly required by the federal
securities laws, the Company undertakes no obligation to update any
such factors, or to publicly announce the results of, or changes to
any of the forward-looking statements contained herein to reflect
future events, developments, changed circumstances, or for any
other reason. Readers should carefully review the disclosures and
the risk factors described in the documents we file from time to
time with the SEC, including future reports on Forms 10-Q and 8-K,
and any amendments thereto.
You may obtain our SEC filings at our website,
www.ebix.com under the “Investor Information” section, or over the
Internet at the SEC’s web site, www.sec.gov
Disclaimer with respect to Proposed IPO
of EbixCash:
EbixCash Limited is proposing, subject to
receipt of requisite approvals, market conditions and other
considerations, to make an initial public offer of its equity
shares and has filed a draft red herring prospectus (“DRHP”) with
the Securities and Exchange Board of India as well as addendum
dated June 1, 2023 (“Addendum”). The DRHP and Addendum are
available on the website of the SEBI at www.sebi.gov.in as well as
on the websites of the book running lead managers, Motilal Oswal
Investment Advisors Limited at www.motilaloswalgroup.com, Equirus
Capital Private Limited at www.equirus.com, ICICI Securities
Limited at www.icicisecurities.com, SBI Capital Markets Limited at
www.sbicaps.com and YES Securities (India) Limited at
www.yesinvest.in, respectively, and the websites of the stock
exchange(s) at www.bseindia.com and www.nseindia.com, respectively.
Investors should note that investment in equity shares involves a
high degree of risk and for details relating to such risk, see
"Risk Factors" of the RHP, when available. Potential investors
should not rely on the DRHP for any investment decision.
Grafico Azioni Ebix (NASDAQ:EBIX)
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