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 £451 million (approximately £432 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.