PAYSAFE GROUP LTD 
By
24 January 2014
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Optimal Payments Plc
Proposed Secondary Placing
Optimal Payments Plc (AIM:OPAY) (the "Company"), a leading international online payments provider, today announces that two of its shareholders, IIU Nominees Limited ("IIU") and Aurum Nominees Limited ("Aurum"), are proposing to sell in aggregate up to 44,634,535 ordinary shares of 0.01 pence each in the Company (the "Placing Shares") at a price of 365 pence per share via an accelerated bookbuild through Canaccord Genuity Limited ("Canaccord") (the "Placing").
Of the Placing Shares, 40,186,032 ordinary shares of 0.01 pence each ("Ordinary Shares") are held by IIU, representing 25.2% of the Company's issued share capital and IIU's entire interest in the Company.
Canaccord has been appointed as sole bookrunner (the "Bookrunner") in respect of the Placing, which will be launched immediately following this announcement through an accelerated bookbuild, open to both existing and new institutional investors. The books for the Placing are expected to close no later than 4.30pm on 24 January 2014. The timing of the closing of the books and the making of allocations may be accelerated or delayed at the Bookrunner's discretion. The final number of Placing Shares to be placed will be agreed by Canaccord and IIU at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter.
For further information contact:
Optimal Payments Plc + 44 (0) 20 7182 1707
Jessica Stalley, Head of Investor Relations
Canaccord Genuity Limited
Corporate Broking + 44 (0) 20 7523 8000
Simon Bridges
Cameron Duncan
ECM
Tim Redfern + 44 (0) 20 7523 4620
Kit Stephenson + 44 (0) 20 7523 4630
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by IIU, Aurum, Canaccord or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by IIU, Aurum, Canaccord or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by IIU, Aurum and Canaccord to inform themselves about and to observe any applicable restrictions.
No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Canaccord, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting only for IIU and Aurum in connection with the Placing and will not be responsible to anyone other than IIU or Aurum for providing the protections offered to the clients of Canaccord, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
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