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Good day, and thank you for standing by. Welcome to the Worldline Full Year 2022 Results Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded.
I would now like to hand the conference over to your speaker today, Worldline CEO, Gilles Grapinet. Please go ahead.
Thank you, operator. Ladies and gentlemen, good morning. This is Gilles speaking. Thank you for attending today's Worldline's call on our full year '22 results. I will start this presentation as usual providing you with some key highlights of the year. Then, Marc-Henri, our Deputy CEO, will make a deep dive as we usually do now on the Merchant Services dynamics. And hereafter, Gregory, our Group CFO, will present you in detail our results before I wrap up with myself for the conclusion before the Q&A session.
So let me start by taking that we are genuinely satisfied with the strong year '22 that fully illustrates the complete execution of our Worldline road map towards our mid-term ambition. And this despite the volatile and challenging macro context we had to face, like many companies.
I will deep dive just after on these cornerstones of '22. But in a nutshell, we have achieved or exceeded all our guidance parameters and make significant progresses regarding our CSR road map. We have delivered a very solid commercial performance with numerous contract wins within all our GBLs and increased again our merchant count while benefiting from a steady acquiring volume growth.
And we've been very successful also on all our strategic initiatives with three closing and integration started, three new acquisitions, and two disposals executed in parallel in '22. All this taken into consideration, we believe that this year '22, as the year one of our new three-year plan is a very strong pillar in the execution of our strategic road map that evolves as per plan. Hence, we fully reiterate our 2024 objectives.
Now turning to our full year '22 results. And despite some unexpected global and geopolitical headwinds when we started the year, we have reached, as I mentioned or exceeded all the financial targets of the full year guidance. Regarding the organic revenue growth, we have delivered an organic performance at 10.7%, fueled by a steady growth all along the year as planned. And in particular, we posted a 14% growth for our Merchant Services activities now anchored in the double-digit territory.
This strong growth delivering operating leverage, coupled with the full execution of our synergy plans, allowed us to improve by 110 basis points our OMDA margin to reach 26%, while absorbing two major headwinds this year not planned in our budget with the stop of our Russian online corridor and the impact of extra inflation on cost. Last, we've been able to deliver an OMDA to free cash flow conversion of circa 46%, slightly above our initial expectation of circa 45%.
Moving to CSR. I have the pleasure to report that '22 has not only been a full execution of our financial guidance, but as well a strong delivery in all our extra financial targets, putting Worldline well on track for our Trust '25 ambition. Certainly, the best way to assess it is to look at some of our 2022 ratings, recognizing this high-level CSR performance.
Worldline continued its momentum with excellent ratings delivered by leading independent firms, maybe some to mention among others are our 2022 Vigeo’s rating, which is 3 points higher than last year and puts Worldline in the fourth position in its industry on top of 82 competing companies rated or the DJSI rating, where Worldline gained again this year, 4 points compared to '21.
And last, Worldline being absolutely focused to be a super attractive workplace is very proud to have been recognized as top employer in Europe and Asia for '23 by the Top Employer Institute, recognizing excellence in people management and also a great place to work in 21 countries in '22, which is a recognition delivered, as you know, by the Great Place to Work Organization.
Now I would like to pursue this morning's call by flagging some of the key deals we won in '22 and that we believe, beyond the turnover they will bring to the company, illustrates, in particular, the competitive benefits of the combination of Worldline and Ingenico halfway of the full integration program. Regarding Merchant Services, certainly one of the largest deals we have ever signed in Merchant Services is our new contract with Lufthansa, third largest global airline. It is exemplary of the success of our vertical differentiation strategy, one of the bases of our e-commerce value proposition in digital commerce.
Moving also in MS to a very different market segments with an innovative leader in domestic retail. The flagship win, this time is with Monoprix, which is a testimony of the strength of our full omnichannel acceptance offerings.
Moving to Financial Services. I want to spend one minute to highlight the new contract, we are very proud to have signed with the ING Group. This 10-year triple-digit contract is to our knowledge, a real first, in the European payment processing industry which is traditionally used to sign such issuing card processing deals on a single country basis.
Even for very large banking groups, having numerous countries of retail banking activities. The breakthrough here is that Worldline and ING have signed a single contract, where our group will be the unique processing partner of ING in multiple geographies and where our central platform will process all ING cards, domestic and international debit and credit alike.
Last, on mobility and the transactional services, it is our ability to develop and operate a single mobility app based on our mobility marketplace solution that has been key for West England Combined Authority, WECA for choosing us, in particular, with our proven ability to combine in one only solution, the booking, the ticketing and the payment feature for their customers.
Moving forward, on the strategic initiative side, as you have seen, following us all along the year, we have been a very busy but successful year '22. First, we have fully executed the closing and integration of Axepta in Italy, ANZ in Australia, and EUROBANK in Greece that you know well. These three assets represent for us new countries and new distribution channels with our partnering banks and all this is starting very well.
In parallel, we have successfully enriched the Worldline value proposition with three new acquisitions. As committed one year ago, we have started to diversify our M&A strategies -- strategy towards companies owning technology or payment solutions, which could complement our portfolio and accelerate our innovation road map.
We made two acquisitions in that space. The first one with SoftPos, increasing our merchant value proposition, in particular towards micro merchants with a pay on mobile Android-based solution. The second one is with OPP, Online Payment Platform which is providing us now with a very strong marketplace solution, tailormade in particular, for B2B businesses and the circular economy that is set to grow extremely fast in the coming years.
We have as well announced the acquisition of the merchant acquiring activities of Banco Desio, in Italy, reinforcing here our already successful start of Italian operations. The last but certainly not least, we have completed the sale of the TSS activities, the former payment terminal activities inherited from Ingenico, allowing us to very significantly deleverage our balance sheet and to simplify our group structure. Then we have finalized a small divestment with the sale of the MeTS LatAm activities. This activity being seen as subscale for our group, far from payment and without synergies with the rest of the MeTS operations.
So to conclude my first part, I would like to highlight that '22 is a very solid start, we think, of our three-year plan that we fully confirm today, with the ambition to deliver, as you know, 9% to 11% revenue CAGR growth over the period '22, '24 to reach circa 5.2 billion revenues by then, to improve our OMDA margin by more than 400 basis points to reach circa EUR1.5 billion of OMDA and to generate an OMDA conversion to free cash flow of circa 50% by '24. And in parallel, we, of course, will focus to make M&A an important priority in the coming two years.
Marc-Henri will now take the floor to guide you through the operational achievements and commercial dynamics of our powerful Merchant Services division. Marc-Henri, floor is yours.
Thank you, Gilles, and good morning to you all. I'm very pleased to take the floor and to guide you through this part of today's presentation zooming on our key operational achievements and very satisfactory Merchant Services business market performance in 2022.
Before commenting the commercial business dynamics and KPIs, I will start with the operational achievements on both integration and innovation and products, each of them being the foundations of the solid performance we have today.
Before starting, I would like to remind you of our strategic approach. We build the best comprehensive payment stack by combining progressively the best assets of all our acquisitions, connecting them and migrating our volumes to reach scale, efficiency and the best product features.
At the end of our three-year plan, we will have largely completed this program, but we can already see major benefits from its first achievements. 2022 has been indeed a year of full delivery on both integration and innovation and products. 2022 was in particular the fourth and last year of SIX Payment Services integration plan, the peak of investments of the Ingenico integration, coupled with significant development on the product side.
Starting with our integration path. All SIX Payment Services synergies are now delivered and fully completed as of end 2022. It represents overall north of EUR110 million of synergies executed in four years, and it's a great achievement fully in line with our plans. Ingenico integration is solidly on track. Our target platform is fully live. And we pursued migrating our merchants on it during the year, and we now have the majority of our merchants supported on this platform.
Last, of the most recent acquisitions, integration are fully in line with the plan, with Handelsbanken merchants migration fully completed, and currently ongoing on Axepta and Eurobank. On ANZ, our domestic front-end portal is now up and running, with first transaction live since September 2022.
Coupled to our integration program providing the most lean and efficient tech layer, we continued to invest, adding innovation and products, enriching further Worldline value proposition. The key ones to highlight in 2022 are the full connection of our acceptance and acquiring platform, allowing us to leverage existing acceptance merchant towards a full end-to-end offering; the completion of SoftPos integration and OPP closing, allowing us to expand on new market segments such as micro merchants and online marketplaces; the rollout across all our countries of systematic and assisted onboarding tools for merchants, supported by newly dedicated one-web interface.
In 2022, we have delivered for Ingenico and SIX Payment Services integration EUR60 million synergies as expected. And we reinvested circa 7% of our revenues in CapEx to sustain future growth. Going forward, in 2023, we expect to deliver an additional EUR40 million of synergies from integration of Ingenico only, as already announced, and to pursue our investment efforts in between 5% to 7% of revenues, in line with our mid-term target.
Now deep diving on MS dynamics with merchant KPIs. First, this is the data we provided to you in our full year 2021 publication. You can see here that our merchant base includes a pro forma basis since December 2020, pro forma basis adding Axepta Italy and Handelsbanken merchants, to have a comprehensive and comparable view. In 2022, we have onboarded circa 85,000 new merchant, pushing our merchant base at the end of 2022 at 1.25 million merchants. It represents a very satisfactory growth of Worldline acquiring merchant base versus 2021.
Actually, we are 40% above our target to onboard 60,000 new merchants per year. It's a great achievement since the acquisition of Ingenico and fully illustrates that we have -- that what we have built through our strategic approach based on distribution partnership with banks and direct sales channel. Since 2020, date of Ingenico integration, we have grown our merchant base by more than 200,000 merchants on a 9% CAGR, with a solid dynamic both in store and online.
Coming to the Q4 significant merchant wins and upsells. I must say they reflect the relevance of our solution and the success of our orchestration strategy based on the solid product offering. Let us start with in-store and omnichannel wins and upsell. Our A la carte acquiring solution has been key in the upselling contract signed with Maisons Du Monde (ph), providing to the merchant an adaptive mix between Worldline acquiring and local acquirers, coupled with a full in-store acceptance solution.
I believe we have now -- that we have now the best and most competitive offer on the European market for demanding high-volume retailers. We enjoy a good dynamic as well on both new wins and upsell based on a one-stop shop solution, including acceptance and acquiring for traditional shops and unattended solutions, that's been the main differentiating product for SSP, Dover and Dufry. These customer need a simple, unified commerce solution. And here again, we could beat the best international players who were tendering against us. Last, our omnichannel offering that combines e-com, mobile and in-store all-in-one solution has made the difference for Systme U, Olimpia, OUIGO or Eram.
Now regarding our online cross-border wins and upsell. As for the Lufthansa win we have announced in Q3, our unique TravelHub solution made the difference for Wizz Air and SWISS air, providing to be -- and proving to be a winner on the airlines vertical. The development of corridor strategy to give access to local payment means has been key for the win of online game platform Voidu, one of our payments verticals as well; and as we have increased our share of wallet with Joom marketplace based on our payment performance analysis solution allowing them to select the relevant payment methods to improve their conversion rates.
All these examples -- with all these examples, you can see that our commercial dynamic is strongly driven by our product portfolio with dedicated verticalization approach. It remains a key success and differentiating factor that we will develop further through continuous investments in innovation and R&D.
To conclude my part, let us come back to some business data point. All our actions to expand our merchant base have contributed to a double-digit merchant service volume growth during the fourth quarter and the full year of 2022. In 2022, Worldline own acquiring MSV has increased by 22% versus 2021 to reach circa EUR320 billion, which represents a strong performance in our addressable European acquiring market. We believe it illustrates our capacity to continue to gain market share in both in store and online, with respective MSV growing at circa 21% and circa 27% versus 2021.
For information, full year MSV is organically up 29% versus 2019. Then as you can see with the pink curve in the chart, we continued to see a solid dynamic at the beginning of 2023 with a steady trend in MSV expansion fueled by both in-store and online volumes with a double-digit growth trend without any noticeable recession impact.
Now I will give the floor to Gregory to present you our financial performance in more details.
Thank you, Marc-Henri and good morning, everyone. Delighted to be presenting this very good set of numbers for the full year '22. In '22, we posted revenues of EUR4.4 billion, with organic growth of 10.7% comfortably above guidance, fueled by the now established MS engine that represents almost three quarters of Worldline revenues.
On profitability, our OMDA now stands at EUR1.1 billion, i.e., 26% margin or a 110 basis points improvement versus '21. This performance in an adverse macro context comes from our ability to deliver our expected synergies on top of operating leverage generated thanks to the steady growth profile demonstrated during the year.
Finally, free cash flow stood at EUR520 million, again well above guidance, with conversion close to 46% versus the 45% commitment. In terms of earnings, normalized net income group share reached EUR545 million, representing 12.5% of revenues, equivalent to a normalized diluted EPS of EUR1.53 (ph) per share, up 23%.
Turning to GBL growth performance. Q4 was our biggest quarter with EUR1.2 billion revenues or 8.3% organic growth. MS remains well anchored in double-digit growth territory with an organic performance of 10.3% in Q4 driven by very strong double-digit growth in commercial acquiring plus a solid performance of our acceptance activities despite the Russian sanctions since February 2022.
Financial Services was up 2.9%, as expected, still impacted during the quarter by last -- the last month of Equens' contract price renegotiation. Finally, on MeTS, revenues are up 7% in Q4, driven by good dynamic on e-ticketing. This translates into the full year performance presented before of 10.7% organic growth, with MS up 14%, FS up 2.5% and MeTS up 7.3%.
Let me go through revenue building blocks for the full year '22. I'd like to illustrate that the underlying performance of our underlying (ph) activities during a year in which we've been impacted by two specific situations, mainly in our MS activities. First, a massive headwind with the stop of our Russian online corridor at the end of February '22; and second, a positive effect from inflation impacting a bit less than half of MS revenues. Overall, you can see that the strong dynamic in MS activities have been able to more than absorb impact from the current geo and macro situation, while FS and MeTS have been quite immune.
Now moving to the next slide on OMDA performance. During 2022, Worldline's OMDA reached EUR1.1 billion or 26% OMDA margin, equivalent to a 110 basis point improvement versus last year. It's been achieved entirely on the Merchant Services side through, a, synergies from past acquisitions; and b, very powerful operating leverage of the new MS, which allowed absorbed -- absorbing cost inflation.
On the FS and MeTS side, OMDA margins were slower to adapt given the mostly fixed-price structure in an inflationary environment and also suffered from the now well-known Equens’ Worldline price decrease in FS.
Let me now give you a bit more color on margin development and the power of the Worldline story going forward. In this bridge, we wanted to show you what our core business underlying performance looks like essentially stripping out the macro headwinds mentioned earlier, namely how Russian sanctions and inflationary pressures affected our margins.
Here you can see that, in 2022, the strong organic performance of our activities has generated an underlying margin improvement of 230 basis points to reach 27.1%, mainly driven by Merchant Services. That performance was more than enough to absorb 30 basis points from the stop of our Russian online corridor, as well as 90 basis points from stronger inflation.
Overall in 2022, with a 110 basis point margin improvement while absorbing 120 basis point headwinds, our group performance clearly highlights the virtuous combination of solid growth, operating leverage and synergies execution.
Now moving from the OMDA to other elements in the income statement. Non-recurring items reached EUR529 million, and consisted of purchase price allocation amortization for EUR238 million, mostly linked to the Ingenico acquisition and the 2022 additions to the scope, integration costs of EUR192 million, reflecting the peak year of Ingenico integration, and the added costs related to the newly acquired companies, mainly Axepta, ANZ and Eurobank. Last, these costs include a noncash effect of EUR47 million related to FX accounting on the disposal of MeTS LatAm. As a result, operating income for '22 was EUR335 million.
Net financial expense is stable versus last year at EUR41 million and is a combination of a stable net financial expense and positive effects of the disposal of Visa shares in '22 for EUR40 million, offset by a negative FX and hyperinflation effect of EUR36 million. The tax charge was EUR79 million, with a normative effective tax rate of 23.5% in '22, consistent with our objective to maintain the full year rate close to '21 level which was 24%, as a reminder.
As a result of the items above and including an EUR88 million contribution from discontinued operations, consolidated net income group share stood at EUR299 million. Normalized net income stood at EUR545 million, as a result, or 12.5% of revenues, with a 23% improvement of EPS at EUR1.88 compared to EUR1.53 in '21.
Moving on to the cash flow statement. Main parameters of our cash flow generations are CapEx of EUR325 million or 7.4% of revenues, fully in line with our investment phasing. Since this year, we have significantly invested in our products and supported large investments in new integrations. Second point is change in working capital which brought a positive contribution of EUR100 million; and finally, integration costs of EUR192 million, which were fully in line with our expectations reflecting the peak investments in Ingenico coupled with most recent acquisitions.
Overall full year free cash flow of EUR520 million represents close to 46% cash conversion, supporting our mid-term trajectory to reach 50% in '24, overall a very strong achievement reflecting our ability to deliver synergies while optimizing implementation costs as well as a strict cash management policy.
Let's now look at the net debt evolution over the year. In '22, we delevered by EUR900 million through three main drivers: number one, the EUR520 million free cash flow we just mentioned; number two, EUR300 million from the TSS disposal proceeds, minus new M&A considerations; and number three, more than EUR100 million from the disposal of Visa shares towards the end of the year.
At the end of the year, our net debt stood at EUR2.2 billion or 1.9 times OMDA. Including the additional proceeds from TSS received on January 1, EUR300 million, leverage stands at 1.7 times, well in line with our expectations, thus strengthening our strong investment-grade credit rating. This is a very differentiating element in the European landscape at a time when asset consolidation is underway and valuations have softened.
Now on the pro forma. I wanted to highlight the change of scope related to 2022 acquisitions and disposals and the impact of the TSS carve-out to give you a comprehensive view of our 2023 starting point. In essence, what we have here is, first, an external scope effect including the acquisition of SoftPos, of Eurobank and ANZ; and the disposals of MeTS Lat Am.
Second, the effects related to the TSS carve-out, which can be split in two components of similar magnitude: number one, the transfer of pure terminal-buying customers now handled by TSS since they do not buy payment solutions; and number two, the price impact of the new purchase agreement signed with TSS relating to terminals.
As a result, our 2022 baseline is EUR4,386 million in revenues and an OMDA margin of 25.4%. In the appendix of this presentation, in order for you to have a good sense of how '23 will look like, I also provided the quarter-by-quarter detail for GBL, which you will also find in the press release.
Finally, our 2023 guidance. With the very satisfactory performance of 2022, we are very confident in our ability to deliver 8% to 10% organic revenue growth; an OMDA margin improvement above 100 basis points; and finally, an OMDA conversion rate into free cash flow between 46% and 48%. This 2023 guidance is fully in line with the trajectory of our 3-year plan, which we clearly confirm.
Now let me hand over to Gilles for conclusion.
Many thanks, Gregory. And indeed, three points to conclude before opening the Q&A. First, my personal reading: My personal reading of all these achievements that I want to share with you actually is very simple. Our strategy just works and works every year better. In 2022, Worldline has really started to harvest visibly the strong and structural competitive and financial benefits of our integration with Ingenico retail.
Indeed, in '21, due to the many pandemic-related restrictions in some core countries of our group and also due to the fact that we were just starting to integrate, some of these business benefits were probably less easy to read, but in '22, what you can see through this release is a much stronger Merchant Services business enjoying the market benefits of its very unique portfolio and really starting to get the competitive edge of our more integrated acceptance and acquiring platforms. And this is only the start, as we are only halfway through our four-year integration plan, with still many benefits to come.
My second point is to share very transparently with you our four key priorities for '23. First, we will sustain our growth momentum and our strategy to gain market shares, leveraging our improved competitive positioning I just mentioned as we progress further on our Ingenico integration road map. Second priority will be to improve our operating leverage, benefiting from the combination of steady growth, integration benefit and further scale effect.
Third, we will focus on strictly executing our investment on our product and innovation road map to pursue constantly enriching and differentiating Worldline. Fourth priority, no surprise here, will be to pursue actively market consolidation opportunities, in particular with a priority given to expand further our distribution channels.
To conclude, I want to share with you that as a management team we really feel that '22 has been a year of fundamental progresses, which is the key stepping stone for the pursuit of our three-year plan. And we fully acknowledge that there are numerous macroeconomic uncertainties around that start to develop in '23, but nonetheless, as Greg said, as a team, we feel really confident to deliver both our 2023 guidance and our mid-term objectives making Worldline a premium global bank.
Thank you very much for your attention. And I am now ready with Marc-Henri and Greg to take your questions.
Thank you. [Operator Instructions] And your first question comes from the line of Alastair Nolan from Morgan Stanley. Please go ahead. Your line is open.
Right. Thank you. Thanks for taking my questions. Maybe you could just, in terms of the 2023 guidance, give us a little bit of a feel for what assumptions are underpinning the possibility of the top end versus the bottom end. And in particular, you could comment on kind of impact from maybe scheme fees, which were a tailwind in '22, and also potentially China reopening. So maybe that's my first question. Thank you.
Hello, Alastair. Gilles speaking here. Well, clearly, I mean, it is a bit too soon to state where we could end between the 8% to 10% that we flag. Definitely you will likely pinpoint, I think, one of the components on which we have at this moment in time low visibility, the China reopening and the comeback in number of Chinese tourist or business travelers to European territories.
We understand from first discussion with airlines and hospitality companies that it seems that definitely there is also a type of Chinese revenge travel readying itself from China, Chinese citizens having been, as we all know, a big pipe for the possibility to travel of circa -- for circa three years now, so this could definitely impact as our ability of MS in this vertical to score more or less, depending when it really happens. Directionally it will happen.
The question is to know if it starts very soon and strong in H1 or if it is progressively ramping up in the year. While scheme fees, to a certain extent, are not that much decisive in that context, I must say, we are used to have that as part of the evolution. And we don't anticipate, to our knowledge, that it should be anything significant in '23 versus '22 [Technical Difficulty] in the previous year that is per se a contribution to the acceleration of the top line.
Great. Thank you. Maybe just one follow-up. We have seen a number of payments businesses starting to benefit from the ability to reinvest some of the merchant flows and making it net interest income. Is that something that Worldline expects to benefit from in 2023? And if so, maybe you can quantify.
Hi, Alastair. It's Gregory speaking. So for us, it's not material at the size of Worldline. It remains an opportunity. Our priority remains to offer good settlement conditions to our merchants, i.e., early settlement.
Understood. Thank you.
Thank you. We will now go to next question. And the next question comes from the line of Tammy Qiu from Berenberg. Please go ahead. Your line is open.
Hi. Thank you for taking my questions. So Gilles, I'm going to ask about the M&A opportunity. So historically, we've talked a lot -- and you have been doing a lot of sort of small details. What about the expectations of a larger deal size at some point or should we be expecting some of the banking owned assets to be in the pipeline at some point as well?
Hello, Tammy. Thank you for the question. Well, regarding M&A, let me restate that our priority definitely stays to build up further our distribution channel. That's number one. Number two is, as I mentioned sooner, to pursue improving our portfolio by technology targeted acquisitions. So on the first front, definitely we still are very keen to pursue expanding the number of alliances with banks in particular that are still owning in Europe circa 50% of the distribution of merchant services activities.
So there may be relatively sizable opportunities in term of the power of the distribution channel in certain geographies. And this is staying focused, number one priority. You mentioned larger deals. Per se, we are more interested into the size of the distribution channel than the financial magnitude of the transaction per se. We really have a very solid portfolio of products. And what we believe is the best way to leverage it is to expand the size of the distribution for Worldline, much more than onboarding any sizable, new payment platform that would generate massive integration effort and costs for a few years’ time. So that's currently our state of mind.
Of course, opportunistically there may be great opportunities coming in our direction. In that case, we will stay opportunistic regarding potential -- the potential of value creation, but for what we proactively explore, clearly these are bank partnership, with a focus in Europe as previously. Of course, we are also much more active than in the past regarding technology-related acquisitions. We don't expect these to be large-scale acquisition but quite important, anyway, to pursue improving and expanding our innovation and innovative portfolio. I hope I answered [Technical Difficulty].
Okay. And also we did talk about inflation quite a lot in last year. And also recently there have been fears about, of course, consumer spending trends coming down as well. How do you see that impacting your business as a result of mix effects with that?
Yes, Tammy, in terms of inflation, as we've discussed previously, the impact on our top line is a mild positive. And as we've seen in the bridges that were presented in presentation, while on the bottom line it squeezes us slightly -- and therefore, we've had this focus on costs and efficiency over 2022 while supporting our growth.
Thank you.
Thank you. And the next question comes from the line of James Goodman from Barclays. Please go ahead. Your line is open.
Good morning. Thank you very much. Firstly, just on the Financial Services division. So encouraging to see the ING deal and to get the context there. I think -- back at last quarter, Marc-Henri, I think you talked about a number of triple-digit deals in the pipeline on the Financial Services side. So are you happy with the sort of cadence of signing there? Are there others which are still close to completion and how should we think about the trajectory of Financial Services growth given that dynamic? The first question.
And secondly, just on margin and, I guess, the mid-term, the three-year target. And we've obviously got the effect this year of the TSS disposal slightly weighing again on the pro forma margin for '23, but -- for '22, but even on the underlying basis, we're going to be about halfway through the 400 basis points that you're planning for the three years by the end of this year, so can you help us a little bit with your comfort around driving that out a year, a bigger step-up in the profitability of the business? Thank you.
So Marc-Henri, you'll take the first one, I believe.
Yeah, James. So indeed we are satisfied, we're very satisfied with the overall type of deals of FS. As you rightly spotted, ING was one of the big deals we had in this pipe. And I think it's Gilles explained it: It's a very important deal in its shape because it is a multi-country card acquiring pan-European deal which is a first of a kind of its dimension, of its multi-country base. And I think we see it as a first step in something we'll start to materialize because now, the solution, we are able to offer. I love this kind of deal.
And I must say the rest of the pipe is evolving positively as we speak. The only small, I will say, disappointment, it's a bit slow. We would have expected -- we would have loved banks to make decisions slightly faster. That being said, the important part is that it is there. And the pipe is continuing to progress. It's not going down even with the ING signature, so it gives us good confidence then to be back in this mid-digital -- mid-digit growth for our Financial Services division.
Thank you, Marc-Henri. And on your second question, James, regarding the step-up of OMDA margin, progression during the execution of our '22, '24 plan, I want to start by saying that we are absolutely very confident to execute this plan and to deliver at the end the circa EUR1.5 billion OMDA I mentioned sooner in my presentation. And why so? Because first, as you could see through the Gregory's bridge that was presented, I mean, we have a very strong underlying OMDA performance in '22.
And for '23, we favor remaining cautious on the OMDA progress and the guidance above 100 basis points because we know that we will have peak inflation expected again during this year that we will need to absorb, still some temporary negative impacts of the Russian -- the closure of our Russian online corridor during the first quarter in MS and not yet the full run rate effect of our Merchant Services repricing strategy and the benefit at any significant scale of the Financial Services long-term contract price indexation that we are currently negotiating with many customers.
On the contrary, in '24, we expect OMDA progress to be materially stronger than in '23, as we will benefit from the remaining Ingenico synergies, from the full run rate effect of all our repricing and indexation negotiation initiatives and the normative growth in all our business lines with accelerated operational leverage. So we feel that we are absolutely, in term of trajectory, where we should be. And we are totally committed today to this.
Understood. Thank you.
Thank you. We will now go to the next question. And your next question comes from the line of Alexandre Faure from BNP Paribas. Please go ahead. Your line is open.
Good morning. Thank you very much for letting me on. I had one quick follow-up and then I have a question. And the follow-up is on an earlier question around the net interest income. I think, Gregory, you said that the priority was on early settlement to merchants, but still I think, at the end of 2021, you had about EUR1.7 billion of funds from intermediation activities, so should we expect that amount to come down because you'll start settling it early with merchants?
And my second point or question I had for you has to do with the merchant count, where it feels like, although there was strong growth over the course of 2022, in H2 net merchant additions slowed a little bit. I was wondering if that's just market trend or if you're also working on bolstering your distribution channels in some of your key countries. Thank you very much.
Thank you, Alex. On interest income, I'll repeat what I've mentioned, which is the fact that it's not really significant at the scale of Worldline. And we really put the priority on differentiating ourselves with the ability to settle early to merchants versus competitors who might try to generate fee income on this. And no, the EUR2.5 billion that was in our merchant intermediation accounts at the end of 2021 should go up because of the acquired scopes but also because we shouldn't change materially the profile of the group in terms of settlement patterns. So we should actually increase, probably to the tune of EUR4.5 billion, in the accounts you'll see at the end of 2022 in a few days.
Marc-Henri, will you take the...
Yeah. So on the merchant count, in fact, what you saw in 2022 is a kind of unusual pattern. It's what we had also in 2021, where roughly it is two-third of merchant increase in H1, one-third in H2, so we do not see a significant difference this year. Important is we are still ahead of the plan and that we see that this dynamic is solidly showing the relevance for platform and solution and -- but what you rightly spotted is we continue to work and develop that.
We continue to bring new fast-onboarding solution. We will leverage the Soft POS initiative to have a easier to -- even easier-to-deploy solution not using the standard-for-payment device for the micro merchants. So we have various initiatives that are going to be rolled out towards the market, which will be supporting our merchant development, but in itself as a pattern in 2022 has nothing significantly different from the one we saw in 2021, so it's -- it's rather a yearly continued good momentum of merchant development.
And I think it's important I insist on that. The market share gain of Worldline in this moment is a real proof point of our product investments. It's both true for small merchants but also for big merchants. I insisted a bit in my presentation on the -- on our merchant gains, but I think we are illustrative that pan-European merchants needing a simple solution, in a competitive tender, are reached with Worldline; high-volume retailers that want to have the best and most efficient economic solution mixing the Worldline acquiring and third-party solution if it's slightly more relevant in local market, which we've won because we are bringing the best combination. I think this competitivity of Worldline is something that is growing every year. And that's also something that sustain our three-year trajectory and beyond and we believe firmly in it.
Thank you, Marc-Henri. I would just maybe to -- add to your question, Alex, two remarks. One is it's a great opportunity to remember our growth model for the mass market, which is, number one, having more merchants on file. That works perfectly well. Number two, each of these merchants in average in Europe transacting more every year due to the structural cashless displacement momentum; number three, an ability to upsell some services to some of these merchants being the third engine of revenue growth. More merchants; more transaction for each merchant; upselling some products; and last, which is more a specific topic in the context of hyperinflation, a bit of repricing on this merchant base.
Keep that in mind. It is the strong model that will feed up future growth acceleration once we normalize in term of macro environment. Second message is this merchant count number just demonstrate that the distribution strategy of Worldline combining bank distribution and direct go-to-market works very well. And it's hence our focus in them of M&A, on expanding the size and number of these, in particular bank-related distribution channels for the mass market. I hope it's clear. Well, let’s move to the next question maybe.
Thank you. We will now go to the next question. And your next question comes from the line of Sandeep Deshpande from JPMorgan. Please go ahead. Your line is open.
Yeah. Hi. Thanks letting me on. Two questions, if I may. I mean you have guided to 8% to 10% margin growth this year. If we saw through last year, I mean, you had very strong Merchant Services growth in the first three quarters of the year, which has slightly slowed by the fourth quarter. How do you see that trajectory through this year? And in terms of the other non-Merchant Services businesses, do you expect to see growth accelerate, for instance, in Financial Services as the headwind associated with the renegotiation of the contract passes?
Hello, Sandeep. Thank you for your question. In term of -- I understand, of growth profile over the year, I understand you want it.
Yeah, I can take it. It's a question of a bit the breakdown of the growth profile throughout the year. I think, you -- in terms of Merchant Services, if Q4 was slightly slower, you may remember, we mentioned it several times on the call, the Russia comparison impacts, the fact that we had to stop the Russian corridor in end of Q1 last year. That's something that will be supportive as -- in the comparison base effect in 2023.
And overall we have the momentum of our business for products or for solutions, which makes us confident it can remain a solid double-digit evolution in 2023 on the MS side. That's what we are seeing. Regarding the two other business line, we see them having a slightly softer start at the beginning of the year but then accelerating to reach their overall 3-year plan momentum. And that will support the growth versus what it was in Q4. And you should then see that we have what it takes and to get to what we ambition for the guidance.
One additional point is the favorable -- I mean, unfavorable comparable for 2021, in Q4, where we had the very strong Q4 in '21 in MS. So the fundamentals of the business are not altered in our view.
And one quick question for you, Gilles, on M&A in the sector. Given the new interest rate environment and given interest rates keep rising, is this consolidation going to continue to derive the kind of value it has over the past five, six years, given the new financial reality?
I genuinely believe it will be the case, Sandeep. What is striking me in the current discussion we have across Europe is that basically now even the largest banks and really the largest banks that have been very keen for years to consider the closed call (ph) business are really looking, as I mentioned sometimes on some of these calls, at their strategic options. And for us, what is really great in that context is that -- and I hope you will see that down the road of the coming quarters or years.
It's that more and more banks are discussing with us not that much for the cash they can extract from this transaction, of course, situation may vary from one country to another one, but much more for the quality of the technology and products that Worldline can bring to them so as they can secure their ability to create merchant relationships through the sale of the payment services.
So what I mean by that is that I believe we can bring much more into this transaction than just the balance sheet of Worldline. Balance sheet will still play a role, but we can bring also our technology. And very often in these transactions that we are currently running or that we hope to pursue revenue in the coming years, these are actually bilateral due diligences that we are having.
We due diligence the portfolio of the banks, their distribution engines, the way they drive their sales. And they due diligence our technology and our products. That is really something new. And it tells you that what Worldline has built through the combination of SIX and Ingenico, and as Marc-Henri rightly pinpointed, is really more and more seen as a very unique value proposition in Europe, is also a very powerful compelling factor for banks to discuss with us.
So it's why the way we were assessing value in the past, whatever the interest rates, is also going to translate into different deal structure, I believe, with banks, where fundamentally we are after the business value we can generate together versus just a pile of cash.
Understood. Thank you so much.
This is extremely encouraging for our strategy execution.
Thank you.
Thank you.
Let's move for the -- maybe the last question given that time is really running and we are at the end of this hour, please, operator.
Thank you. I will now take your last question, and the question comes from the line of Deepshikha Agarwal from Goldman Sachs. Please go ahead. Your line is open.
Hi. Thanks for taking my question. The question is a bit of a follow-up versus like whatever was discussed. So first of all, I think you talked about the pipeline for the outsourcing deals with banks, like especially in the financial -- for the Financial Services division, so can we get any color in terms of what kind of upside in terms of growth are you seeing from the ING deal maybe in 2023 and beyond? So that's one thing.
And just this is more housekeeping just to like understand it better: So like the medium-term margin, like, guidance is around 400 bps, so should we still assume that pro forma margin of FY '21 as the starting point, 24.8%? Or should we like -- and just trying to understand given there was again a change in the pro forma when it comes to for 2023, when we look at it. So that's that.
And the second -- the third one is basically on M&A expectations. So just wanted to understand. How are you looking at acquisitions more in terms of larger and mid-size deals? And also like -- now, like, are banks more willing to engage like when it comes to these partnerships, especially like post COVID?
Yes, sure. So I will take the third one. And probably Marc-Henri will answer on the ING deal that we mentioned. And Greg, I think, will cover the last one. Well, just making it short: Indeed we see a real momentum in term of bank discussions, primarily, I will say, medium-size transactions rather than very large ones at this point in time. I think in relative terms to what Worldline has made in the past, so that would be my straight answer, a lot of activity, rather medium-size transactions. Regarding the ING transaction, Marc-Henri?
Yeah. On the ING transaction, it's important to remind it's a long-term contract. It's in the range of 10 years; with a dimension of renewal and, as I mentioned, of scope expansion and multi-country expansion, so it's fair to say that for the year 2023 the effect is not very significant. It will be rather spread and come in its full dimension in 2025, so it's a longer-term impact, but that being said, it's a very strong momentum for our FS business. And again, based on the rest of our activity and based on what I just shared with you, we see it back in the mid-single-digit growth throughout this year. Greg?
So with regards to the -- yeah. Go ahead.
So basically, on the margins, that is the last one.
Yes. On the margins, we have not recomputed a 2021 pro forma. What we are looking at in terms of medium-term guidance is the circa 400 basis points committed at the CMD in 2021. And the first year is a 110 bps improvement. We intend to deliver more than 100 bps this year and therefore the rest for 2024. With regards to the pro forma, what we are -- what I've explained earlier is the fact that the 2022 pro forma stands at 25.4% for 2022, which is the new baseline for the '23 progression.
Got it. Thank you.
Thank you very much, everyone, for having been with us on this call. We are really looking forward the nearest opportunity to interact with you in road shows or through bilateral calls. In between, I wish you a very nice day.
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.