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Press release

Update on acquisition of Skrill

LONDON, MONTREAL and NEW YORK (1 June, 2015) - Optimal Payments Plc (LSE AIM: OPAY, "Optimal Payments" or the "Company") announced on 23 March 2015 that it had entered into an agreement to acquire Sentinel Topco Limited and its subsidiaries ("Skrill" or "Skrill Group") from Sentinel Group Holdings S.A., ultimately owned by funds managed and advised by subsidiaries of CVC Capital Partners SICAV-FIS S.A., Investcorp Technology Partners, and other shareholders, for an enterprise value of approximately €1.1 billion (the "Acquisition").

As announced, the Acquisition constitutes a reverse takeover under the AIM Rules for Companies and is subject to the satisfaction of a number of conditions including, amongst other things, Optimal Payments shareholder approval, the receipt of change of controller approvals from the FCA, the completion of the transfer of Skrill USA Inc. to Sentinel Group Holdings S.A. having obtained any necessary approvals from the relevant US regulatory authorities that have granted Skrill USA Inc. US money transmission licences, and any necessary approval for the issue of Optimal Payments shares to Sentinel Group Holdings S.A. in connection with the Acquisition (the "Skrill Consideration Shares") from the relevant Delaware regulatory authority that has granted a US money transmission licence to a subsidiary of the Company.

Optimal Payments is pleased to announce that a number of these conditions have now been or will shortly be satisfied.

As announced on 16 April 2015, Optimal Payments shareholder approval was received at the Extraordinary General Meeting held on 16 April 2015.

Satisfactory approvals or responses in respect of the transfer of Skrill USA Inc. have now been received from the relevant US regulatory authorities that have granted Skrill USA Inc. US money transmission licences, and a satisfactory response has been received from the relevant Delaware regulatory authority in respect of the issue of Skrill Consideration Shares to Sentinel Group Holdings S.A..

In respect of the change of controller approvals from the FCA, the notification to the FCA has now been completed and the FCA has confirmed that, unless it exercises its statutory right to interrupt the consideration period, a decision on the application will be made no later than 30 July 2015. Completion of the Acquisition will take place shortly after FCA change of controller approval is received.

As part of the ongoing debt syndication process of the €500 million credit facilities underwritten by Bank of Montreal, Barclays Bank PLC and Deutsche Bank Luxembourg S.A (the "Lead Arrangers") and in accordance with the terms of the agreement signed between the Company and the Lead Arrangers, the Lead Arrangers intend to flex the terms of the facilities which shall have the following effect:

  • Facility A will be reduced from €500 million to approximately €280 million, and will continue to amortise over five years;
  • A new Facility B of approximately €220 million will be created which will be repaid in full in seven years;
  • The initial margin of Facility A will be amended to 3.00% per annum, reducing to 2.75% per annum when Adjusted Leverage (as defined in the facilities agreement entered into with the Lead Arrangers) is equal to or less than 3.00:1;
  • The initial margin of Facility B will be approximately 4.00% per annum, reducing to 3.75% per annum when Adjusted Leverage (as defined in the facilities agreement entered into with the Lead Arrangers) is equal to or less than 3.00:1; and
  • The key covenants and the terms of the revolving loan facility remain the same.

Facility A, Facility B and the revolving loan facility remain fully underwritten by the three Lead Arrangers and the terms described above remain subject to the outcome of the syndication process.  Optimal Payments will make a further announcement if the final terms materially vary from those described above.

 

Enquiries:

Optimal Payments Plc
+ 44 207 182 1707
Jessica Stalley
Head of Investor Relations
investorrelations@optimalpayments.com

Lazard (Financial Adviser):
Tel: +44 (0) 20 7187 2000
Cyrus Kapadia
Olivier Christnacht

Canaccord Genuity Limited (Nominated Adviser)
Simon Bridges
Mark Whitmore
+44 (0) 20 7523 8000

Tavistock (Financial PR):
Tel: +44 (0) 20 7920 3150
Simon Hudson
Simon Fluendy

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Optimal Payments and for no one else in connection with the possible transaction referred to in this announcement and will not be responsible to anyone other than Optimal Payments for providing the protections afforded to its clients or for providing advice in connection with the possible transaction referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Optimal Payments and for no one else in connection with the possible transaction referred to in this announcement and will not be responsible to anyone other than Optimal Payments for providing the protections afforded to its clients or for providing advice in connection with the possible transaction referred to in this announcement. Neither Canaccord Genuity Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity Limited in connection with this announcement, any statement contained herein or otherwise.

 

Publication of this announcement

A copy of this announcement will be made available on Optimal Payments' website (www.optimalpayments.com).

 Update on acquisition of Skrill

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