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PAYS Paysafe Gp

590.00
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Paysafe Gp LSE:PAYS London Ordinary Share GB0034264548 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 590.00 589.00 590.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Optimal Payments PLC Result of EGM (4473K)

16/04/2015 12:34pm

UK Regulatory


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TIDMOPAY

RNS Number : 4473K

Optimal Payments PLC

16 April 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 ARE AVAILABLE FROM THE REGISTERED OFFICE OF OPTIMAL PAYMENTS PLC.

16 April 2015

Optimal Payments plc

Results of Extraordinary General Meeting

An Extraordinary General Meeting of Optimal Payments plc (the "Company") was held on 16 April 2015 at 11.00 a.m. at The Forum, 17-18 Mount Havelock, Douglas, Isle of Man, IM1 2QG.

The ordinary resolutions to approve the Acquisition as a reverse takeover for the purposes of the AIM Rules for Companies, to enter into certain financing arrangements, to increase the authorised share capital of the Company, to authorise the Board of the Company to allot new ordinary shares and to disapply pre-emption rights, each in connection with the Acquisition and the Rights Issue and as set out in the notice of Extraordinary General Meeting contained within the Prospectus posted to shareholders on 23 March 2015, were duly passed at the Extraordinary General Meeting.

A summary of the proxy votes lodged in advance of the Extraordinary General Meeting is shown below:

 
     Resolutions                 For & Discretion        Against       Withheld 
    -------------------------  --------------------  ---------------  --------- 
                                  Number        %      Number    %      Number 
    -------------------------  ------------  ------  --------  -----  --------- 
     To approve the 
      acquisition of 
      Sentinel Topco 
      Limited by Netinvest 
      Limited as a reverse 
      takeover for the 
      purposes of the 
 1    AIM Rules for Companies   106,713,664   99.99       900   0.01    125,159 
    -------------------------  ------------  ------  --------  -----  --------- 
     To approve the 
      entry by the Company 
      into certain finance 
      documents in connection 
      with the acquisition 
      of Sentinel Topco 
 2    Limited                   106,713,664   99.99       900   0.01    125,159 
    -------------------------  ------------  ------  --------  -----  --------- 
     To increase the 
      authorised share 
      capital of the 
      Company by the 
      creation of 400,000,000 
 3    new ordinary shares       106,698,148   99.98    16,416   0.02    125,159 
    -------------------------  ------------  ------  --------  -----  --------- 
     To authorise the 
      Directors to allot 
      up to 309,414,855 
      new ordinary shares 
      in aggregate in 
      the capital of 
 4    the Company               106,704,504   99.99    10,060   0.01    125,159 
    -------------------------  ------------  ------  --------  -----  --------- 
     To authorise the 
      Directors to allot 
      up to 309,414,855 
      new ordinary shares 
      other than on a 
      pro-rata basis 
 5    to shareholders           106,688,444   99.98    24,795   0.02    126,484 
    -------------------------  ------------  ------  --------  -----  --------- 
 

The issued share capital of the Company on the date of the meeting was 163,497,304 ordinary shares of 0.01 pence.

A copy of the Resolutions will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. The Prospectus published by the Company on 23 March 2015 is also available for inspection at www.optimalpayments.com.

The Record Date for entitlement under the Rights Issue was 5.00 p.m. on 14 April 2015. Provisional Allotment Letters are expected to be posted today to Qualifying Non-CREST Shareholders, other than (subject to certain exceptions) Qualifying Non-CREST Shareholders who are Excluded Shareholders. CREST stock accounts of Qualifying CREST Shareholders, other than (subject to certain exceptions) Qualifying Non-CREST Shareholders who are Excluded Shareholders, are expected to be credited with Nil Paid Rights in respect of New Ordinary Shares as soon as practicable after 8.00 a.m. on 17 April 2015.

Applications have been made to the London Stock Exchange for 272,495,506 New Ordinary Shares, fully paid and conditional on allotment, to be admitted to trading on the AIM market of the London Stock Exchange. It is expected that Admission of the 272,495,506 New Ordinary Shares (nil paid) will occur at 8.00 a.m. on 17 April 2015.

The latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters is expected to be 11.00 a.m. on 1 May 2015.

The ability to participate in the Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses or who are located or resident in countries outside the UK (details of this are set out in the Prospectus).

Completion of the Acquisition remains subject to certain conditions and further updates will be made in due course.

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

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 NOTICE

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by Optimal Payments plc in connection with the Rights Issue.

The Prospectus has been published and is available from the registered office of the Company and on the Company's website at www.optimalpayments.com provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States or other Excluded Territories. The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

Capitalised terms defined in the Prospectus published on 23 March 2015 shall have the same meaning when used in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. This announcement cannot be relied upon for any investment contract or decision.

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada, New Zealand, Japan or any other Excluded Territory and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. There will be no public offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan or any other Excluded Territory.

The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter 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. In particular, subject to certain exceptions, the information contained herein, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded or transmitted in or into the United States, Australia, Canada, New Zealand or Japan or any other Excluded Territory.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Australia, Canada, New Zealand or Japan or any other Excluded Territory. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been approved or disapproved by the SEC, 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 Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters 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 Letter, 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.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

-ends-

This information is provided by RNS

The company news service from the London Stock Exchange

END

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