TIDMOPAY
RNS Number : 4731I
Optimal Payments PLC
25 March 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND OR SOUTH AFRICA (THE "EXCLUDED TERRITORIES") AND
SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO
THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS
ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR
SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH,
ANY CONTRACT OR COMMITMENT WHATSOEVER.
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE
INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY OPTIMAL PAYMENTS
PLC IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS
WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED
OFFICE OF OPTIMAL PAYMENTS PLC.
Proposed Rights Issue
Related Party Transaction
25 March 2015
Optimal Payments plc ("Optimal Payments" or the "Company")
announced on 23 March 2015, that it had agreed to acquire Sentinel
Topco Limited and its subsidiaries ("Skrill"), a transaction which
constitutes a reverse takeover under the AIM Rules. The Company
announced that it intends to raise total gross proceeds of
approximately GBP451 million (approximately GBP432 million net of
estimated expenses of the Rights Issue) through the issue of
271,921,802 New Ordinary Shares by way of the Rights Issue to part
fund the Acquisition. The Rights Issue has been fully underwritten
by Canaccord Genuity, Deutsche Bank and BMO Capital Markets.
As indicated in the announcement on 23 March 2015, the Company's
largest shareholder, Old Mutual Global Investors, has confirmed its
agreement with the Underwriters to sub-underwrite the issue of
34,812,065 of the New Ordinary Shares at the Offer Price pursuant
to the Rights Issue. Old Mutual Global Investors will receive the
same commission (1.25%) in respect of such number of New Ordinary
Shares for which it subscribes pursuant to the sub-underwriting
arrangement as all other sub-underwriters. Given Old Mutual Global
Investors' shareholding in the Company and also given that Old
Mutual Global Investors' participation through sub-underwriting
together with the commission represents more than 5% of the market
capitalisation of the Company as at the date of this announcement,
such participation by Old Mutual Global Investors in the
sub-underwriting of the Rights Issue constitutes a related party
transaction under Rule 13 of the AIM Rules. The Directors consider,
having consulted with Canaccord Genuity, the Company's Nominated
Adviser, that the terms of the sub-underwriting entered into with
Old Mutual Global Investors are fair and reasonable insofar as
Shareholders are concerned.
All capitalised terms in this announcement have the meaning
given to them in the announcement made by the Company at 7:01 a.m.
on 23 March 2015, unless otherwise defined herein.
For further information contact:
Optimal Payments Plc: Tel: +44 (0) 20 7182 1707
Jessica Stalley, Head of Investor Relations
Lazard (Financial Adviser):
Tel: +44 (0) 20 7187 2000
Cyrus Kapadia
Aamir Khan
Olivier Christnacht
Canaccord Genuity (Nominated Adviser, Debt Adviser, Broker and
Joint Bookrunner):
Tel: +44 (0) 20 7523 8000
Simon Bridges
Piers Coombs (ECM)
Cameron Duncan
Deutsche Bank (Joint Bookrunner):
Tel: +44 (0) 20 7545 8000
Lorcan O'Shea
Yishai Fransis
Rahul Singla
BMO Capital Markets Limited (Co-Lead Manager)
Tel: +44 (0) 20 7664 8100
Jeffrey Couch
Neil Haycock
Tavistock (Financial PR):
Tel: +44 (0) 20 7920 3150
Simon Hudson
Simon Fluendy
Andrew Dunn
IMPORTANT INFORMATION
This announcement is an advertisement and does not constitute a
prospectus. Nothing in this announcement should be interpreted as a
term or condition of or form a part of, and should not be construed
as, any offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities or the solicitation of an
offer to buy or subscribe for any securities of the Company, nor
should it or any part of it form the basis of, or be relied on in
connection with, any contract or commitment whatsoever. Any
decision to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities in the Company must be made
only on the basis of the information contained in the
Prospectus.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
This announcement, the Prospectus and any materials distributed
in connection with this announcement or the Prospectus are, subject
to certain exceptions, not directed to, or intended for
distribution to or use by, any person or entity that is a citizen
or resident of or located in any Excluded Territory or any other
locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to
law or regulation or which would require any registration or
licensing within such jurisdiction and, therefore, persons into
whose possession this announcement and/or the Prospectus comes
should inform themselves about and observe any such restrictions.
Any failure to comply with any such restrictions may constitute a
violation of the securities laws of such jurisdiction. A copy of
the Prospectus when published will be available from the registered
office of the Company and on the Company's website at
www.optimalpayments.com provided that the Prospectus will not,
subject to certain exceptions, be available (whether through the
website or otherwise) to shareholders in the United States or other
Excluded Territories.
Except in accordance with applicable law, the securities
referred to herein may not be offered or sold in Australia, Canada,
Japan, New Zealand or South Africa or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada,
Japan, New Zealand or South Africa. In particular, the information
contained in this announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand or
Japan or any other jurisdiction where it would be unlawful and
should not be distributed, forwarded to or transmitted in or into
any jurisdiction where to do so might constitute a violation of
local securities laws or regulations.
This announcement does not constitute or form part of an offer
of securities for sale, or a solicitation of an offer to buy
securities, in the United States or in any other Excluded Territory
or jurisdiction where such offer or solicitation would not be
permitted. The securities described in this announcement, when and
if offered, will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or with
any regulatory authority or under the applicable securities laws of
any state or other jurisdiction of the United States, or the
relevant laws of any state, province or territory of any other
Excluded Territory and may not be offered, sold, pledged, or
otherwise transferred directly or indirectly, in or into the United
States (as defined in Regulation S under the Securities Act),
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state or local securities law. This announcement does
not constitute an offer to sell or issue or the solicitation of an
offer to buy or acquire, nor shall there be any sale of, the
securities of the Company in any jurisdiction in which such offer
or solicitation is unlawful. This announcement is not a prospectus
or other offering document. There will be no public offering of
securities in the United States. The Company's securities have not
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the Company's securities or the accuracy or adequacy of the
Prospectus. Any representation to the contrary is a criminal
offence in the United States.
This announcement has been issued by and is the sole
responsibility of the Company.
Each of Lazard & Co., Limited ("Lazard"), Canaccord Genuity
Limited ("Canaccord") and BMO Capital Markets Limited ("BMO Capital
Markets"), which are authorised and regulated in the United Kingdom
by the Financial Conduct Authority ("FCA") and Deutsche Bank AG,
London branch ("Deutsche Bank"), which is authorised under German
Banking law (competent authority BaFin Federal Supervisory
Authority) and subject to limited regulation by the FCA and the
Prudential Regulation Authority ("PRA") in the UK, are acting for
the Company only and no one else in connection with the Rights
Issue and Rights Issue Admission and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Rights Issue or Rights Issue Admission
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Rights Issue or Rights Issue Admission or
any matters referred to in this announcement. Lazard and Canaccord
are acting exclusively for the Company and no-one else in
connection with the Acquisition and Completion Admission and will
not regard any other person (whether or not a recipient of
this document) as a client in relation to the Acquisition or
Completion Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to
respective clients of Lazard or Canaccord, respectively, nor for
giving advice in relation to the Acquisition or Completion
Admission.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Lazard, Canaccord, Deutsche Bank and BMO Capital
Markets by FSMA, Lazard, Canaccord, Deutsche Bank and BMO Capital
Markets accept no responsibility whatsoever for the contents of
this announcement, including its accuracy, completeness or
verification of for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares,
the Provisional Allotment Letters, the Acquisition, the Rights
Issue, Rights Issue Admission or Completion Admission. To the
fullest extent permissible Lazard, Canaccord, Deutsche Bank and BMO
Capital Markets accordingly disclaim all and any liability whether
arising in tort, contract or otherwise (save as referred to above)
which it might otherwise have in respect of this announcement or
any such statement.
This announcement does not constitute a recommendation
concerning the Rights Issue. The price and value of securities can
go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
Shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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