Optimal Payments PLC Admission of Nil Paid Rights (4936K)

TIDMOPAY

RNS Number : 4936K

Optimal Payments PLC

17 April 2015

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.

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 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.

17 April 2015

Optimal Payments plc

Admission of Nil Paid Rights

Optimal Payments plc (the "Company") announces that, pursuant to the Rights Issue announced on 23 March 2015, 272,495,506 New Ordinary Shares of 0.01 pence each will be admitted, nil paid, to trading on the AIM market of the London Stock Exchange plc at 8.00 a.m. today.

For further information contact:

Optimal Payments plc: Tel: [phone]

Jessica Stalley, Head of Investor Relations

Lazard (Financial Adviser):

Tel: [phone]

Cyrus Kapadia

Aamir Khan

Olivier Christnacht

Canaccord Genuity (Nominated Adviser, Debt Adviser, Broker and Joint Bookrunner):

Tel: [phone]

Simon Bridges

Piers Coombs

Cameron Duncan

Deutsche Bank (Joint Bookrunner):

Tel: [phone]

Lorcan O'Shea

Yishai Fransis

Rahul Singla

BMO Capital Markets Limited (Co-Lead Manager):

Tel: [phone]

Jeffrey Couch

Neil Haycock

Tavistock (Financial PR):

Tel: [phone]

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.

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