2.7 Announcement - Recommended Cash Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

This announcement contains inside information

4 August 2017

RECOMMENDED CASH OFFER

for

PAYSAFE GROUP PLC

by

PI UK BIDCO LIMITED

(a newly formed company jointly-owned by a consortium

of funds managed by Blackstone and funds managed and/or advised by CVC)

to be effectedby way of a scheme of arrangementunder section 152 of the Isle of Man Companies Act 1931

Summary

· The boards of Paysafe Group plc ("Paysafe") and Pi UK Bidco Limited ("Bidco"), a newly-incorporated company jointly-owned by funds managed by Blackstone (the "Blackstone Funds") and funds managed and/or advised by CVC (the "CVC Funds", together with the Blackstone Funds, the "Consortium"), are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Paysafe (the "Acquisition").

· It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under section 152 of the Isle of Man Companies Act 1931. Bidco reserves the right to elect, with the consent of the Takeover Panel and subject to the terms of the Bid Conduct Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Paysafe as an alternative to the Scheme.

· Under the terms of the Acquisition, each Paysafe Shareholder will be entitled to receive:

590 pence in cash per Paysafe Share

· The Acquisition values the entire issued and to be issued ordinary share capital of Paysafe at approximately £2.96 billion.

· The Acquisition Price represents a premium of:

· approximately 42 per cent. to the Volume Weighted Average Price per Paysafe Share during the twelve month period ended 30 June 2017, the day prior to broad sector consolidation speculation; and

· approximately 34 per cent. to the Volume Weighted Average Price per Paysafe Share during the six month period ended 30 June 2017, the day prior to broad sector consolidation speculation.

· Pi Topco Limited, an indirect holding company of Bidco, has entered into a share purchase agreement with Spectrum Global Limited, whereby Paysafe Merchant Services Limited ("PMSL"), a subsidiary of Paysafe through which it conducts Paysafe's Asia Gateway business, will be sold to Spectrum Global Limited (the "PMSL Disposal"). It is anticipated that, subject only to receipt of mandatory regulatory clearances, completion of the PMSL Disposal shall occur upon completion of the Acquisition. The Neteller business of PMSL shall be retained within the Paysafe Group as part of the PMSL Disposal. If the Acquisition is not completed, the PMSL Disposal shall not occur. Paysafe's Asia Gateway business generated EBITDA of approximately $50 million in the twelve months ended 31 December 2016 on revenue of approximately $131 million. The consideration payable by Spectrum Global Limited will be deferred beyond an initial amount of $5 million. The total consideration to be paid is not certain but will not exceed $308 million payable over a six year period.

· The Paysafe Independent Directors, who have been so advised by Lazard as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Paysafe Independent Directors, Lazard has taken into account the commercial assessments of the Paysafe Independent Directors.

· Accordingly, the Paysafe Independent Directors intend to recommend unanimously that Paysafe Independent Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Paysafe Independent Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 74,863 Paysafe Shares (representing, in aggregate, approximately 0.02 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)).

· In addition to the irrevocable undertakings from the Paysafe Independent Directors, Bidco has also received irrevocable undertakings from Joel Leonoff and Brian McArthur-Muscroft to vote or procure votes in favour of the Resolutions to be proposed at the General Meeting, save for the Resolution to approve the Director Manager Arrangements, in respect of 10,041,646 Paysafe Shares (representing, in aggregate, approximately 2.07 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)).

· In addition to the irrevocable undertakings from Joel Leonoff and Brian McArthur-Muscroft and the Paysafe Independent Directors, Bidco and Paysafe have received letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Old Mutual Global Investors (UK) Limited and Threadneedle Asset Management Limited in respect of 57,897,763 Paysafe Shares (representing, in aggregate, approximately 11.94 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)).

· Therefore, as at the date of this Announcement, Bidco and Paysafe have received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting with respect to a total of 57,972,626 Paysafe Shares (representing approximately 12.21 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)), excluding the Paysafe Shares held by Joel Leonoff and Brian McArthur-Muscroft who are unable to vote at the Court Meeting. Full details of the irrevocable undertakings and letters of intent received by Bidco and Paysafe are set out in Appendix III to this Announcement.

· Bidco is a newly incorporated company, formed on behalf of, and which is jointly-owned on a 50:50 basis by, the Blackstone Funds and CVC Funds, for the purpose of implementing the Acquisition.

· Blackstone, founded in 1985 and publicly listed since 2007, is one of the world's leading investment firms with assets under management of over $371 billion, as at 30 June 2017. 

· CVC, founded in 1981, is a leading global private equity and investment advisory firm. The CVC Funds have a diverse portfolio of investments in more than 50 companies worldwide, and together these companies have combined annual sales of approximately $55 billion. 

· It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under section 152 of the Isle of Man Companies Act 1931. The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Paysafe. The Scheme will be put to Paysafe Independent Shareholders at the Court Meeting and to Paysafe Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Paysafe Independent Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The implementation of the Scheme must also be approved by Paysafe Shareholders at the General Meeting and the Paysafe Independent Shareholders will also be asked to approve the Director Manager Arrangements.

· The Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Conditions include the receipt of various Regulatory and Anti-trust Approvals as further described in this Announcement. Shareholders should take note of the Regulatory and Anti-trust Approvals, which include financial services authority clearances in the UK, the Isle of Man, Switzerland and Mauritius and anti-trust clearances in the European Union, the United States, Canada, China and Turkey, contained in Part A of Appendix I (see paragraph 6 below).

· The Scheme Document will include full details of the Acquisition, together with notices of the Court Meeting and General Meeting and the expected timetable and will specify the action to be taken by Paysafe Shareholders. The Scheme Document will be despatched to Paysafe Shareholders within 28 days of the date of this Announcement, unless Bidco and Paysafe otherwise agree, and the Takeover Panel consents, to a later date.

· The Acquisition is expected to complete in the fourth quarter of 2017, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

· Paysafe expects to publish its results for the half year ended 30 June 2017 at 7.00 am BST on 8 August 2017.

Commenting on the Acquisition, Dennis Jones, Chairman of Paysafe, said:

"Paysafe has been on a remarkable journey, undergoing significant transformation and generating substantial shareholder value. The offer from the Consortium represents an opportunity for shareholders to crystallise a certain cash value from their investment in Paysafe. The Paysafe Independent Directors believe that Paysafe will continue to play a key role in payments innovation, leveraging the state of the art technology it has built over a number of years."

Commenting on the Acquisition, Martin Brand, Senior Managing Director of Blackstone, said:

"We are delighted that our proposal has been recommended by the Board and excited by the prospect of working with management to develop Paysafe as one of the leading, global providers of online and mobile payment solutions. Paysafe's innovative alternative payment systems and risk management capabilities form a strong value proposition for consumers and merchants alike. As a leading technology investor, Blackstone believes that Paysafe is an ideal platform for continued innovation in the payments space, and look forward to supporting Paysafe's growth both organically and through acquisitions."

Commenting on the Acquisition, Peter Rutland, Partner, Global Co-Head of Financial Services of CVC, said:

"Paysafe is an important and innovative online payments partner for merchants and customers across the globe. Our investment experience in financial services, and particularly the payments sector, provides us with the ability to understand and value the company and its future growth. We are very grateful to have the opportunity to invest in Paysafe and look forward to helping support its growth going forwards."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

Credit Suisse (Financial adviser to the Consortium and Bidco)

Paysafe

Lazard (Lead financial adviser to Paysafe)

RBC Capital Markets (Financial adviser to Paysafe)

Deutsche Bank AG, London Branch (Financial adviser and corporate broker to Paysafe)

Brunswick Group (Public relations adviser to Paysafe)

Credit Suisse International, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom, is acting exclusively for the Consortium and Bidco as financial adviser and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Credit Suisse, or for providing advice in connection with the Acquisition, the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Lazard & Co., Limited, which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Acquisition or any other matters 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.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither RBC Europe Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with this Announcement, any statement contained herein or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("DB"), is acting as financial adviser and corporate broker to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of DB, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither DB nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of DB in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

This Announcement has been prepared for the purpose of complying with Isle of Man law, English law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and the Isle of Man.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom or the Isle of Man. Persons who are not resident in the United Kingdom or the Isle of Man, or who are subject to laws of any jurisdiction other than the United Kingdom or the Isle of Man, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom or the Isle of Man should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom or the Isle of Man to vote their Paysafe Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Paysafe Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in the Isle of Man and it is proposed to be made by means of a scheme of arrangement provided for under the laws of the Isle of Man. The Scheme will relate to the shares of an Isle of Man company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK and Isle of Man to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and the Isle of Man and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Paysafe outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Bidco or Paysafe. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or Paysafe and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Bidco or Paysafe.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or Paysafe or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. The Consortium, Bidco and Paysafe assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Paysafe for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Paysafe.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel and subject to the terms of the Bid Conduct Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Paysafe as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Paysafe's website at www.paysafe.com/investors by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Credit Suisse on +44 (0) 20 7888 8888, Lazard on +44 (0) 20 7187 2000 or RBC Capital Markets on +1 (212) 428 6200. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Paysafe Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Paysafe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Paysafe may be provided to the Consortium and Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

This announcement contains inside information

4 August 2017

RECOMMENDED CASH OFFER

for

PAYSAFE GROUP PLC

by

PI UK BIDCO LIMITED

(a newly formed company jointly owned by a consortium of

funds managed by Blackstone and funds managed and/or advised by CVC)

to be effectedby way of a scheme of arrangementunder section 152 of the Isle of Man Companies Act 1931

1. Introduction

The boards of Paysafe Group plc ("Paysafe") and Pi UK Bidco Limited ("Bidco"), a newly-incorporated company jointly-owned by funds managed by Blackstone (the "Blackstone Funds") and funds managed and/or advised by CVC (the "CVC Funds", together with the Blackstone Funds, the "Consortium"), are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Paysafe (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under section 152 of the Isle of Man Companies Act 1931. Bidco reserves the right to elect, with the consent of the Takeover Panel and subject to the terms of the Bid Conduct Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Paysafe as an alternative to the Scheme.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each Paysafe Shareholder will be entitled to receive:

590 pence in cash per Paysafe Share

· The Acquisition values the entire issued and to be issued ordinary share capital of Paysafe at approximately £2.96 billion.

· The Acquisition Price represents a premium of:

· approximately 42 per cent. to the Volume Weighted Average Price per Paysafe Share during the twelve month period ended 30 June 2017, the day prior to broad sector consolidation speculation; and

· approximately 34 per cent. to the Volume Weighted Average Price per Paysafe Share during the six month period ended 30 June 2017, the day prior to broad sector consolidation speculation.

The Paysafe Shares will be acquired by Bidco, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Paysafe Shares.

If any dividend or other distribution in respect of the Paysafe Shares is declared, paid or made on or after the date of this Announcement, Bidco reserves the right to reduce the consideration payable for each Paysafe Share under the terms of the Acquisition by the amount per Paysafe Share of such dividend or distribution.

The Deferred Shares will not form part of, and will be unaffected by, the Acquisition and the Scheme. For further details, see paragraph 13 (The Deferred Shares) below.

3. Recommendation

The Paysafe Independent Directors, who have been so advised by Lazard as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Paysafe Independent Directors, Lazard has taken into account the commercial assessments of the Paysafe Independent Directors.

Accordingly, the Paysafe Independent Directors intend to recommend unanimously that Paysafe Independent Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and all of the Resolutions to be proposed at the General Meeting, as the Paysafe Independent Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 74,863 Paysafe Shares (representing, in aggregate, approximately 0.02 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)).

4. Background to and reasons for the Acquisition

The Directors of Bidco believe that Paysafe is an attractive business with leading positions in the high growth payments, digital wallet and pre-paid card segments. Paysafe has consistently demonstrated an ability to innovate and evolve to meet the needs of its clients in the fast-changing online payments industry. Paysafe has an attractive combination of long-standing leadership in significant segments as well as excellent growth opportunities in nascent and structurally growing sectors. Paysafe's management team, who have overseen the group's significant growth in recent years, exemplify Paysafe's spirit of innovation which underpins its exciting future prospects.

5. Background to and reasons for the recommendation

Over the last 5 years, Paysafe has undergone a period of significant transformation and rapid growth. Between 2011 and 2016, Paysafe's revenues grew from $128 million to over $1 billion, and EBITDA increased from $18 million to over $300 million. This was driven by strong organic growth, supported by a number of transformative and value-enhancing acquisitions, including the $1.2 billion acquisition of Skrill in 2015. Since 31 December 2011, Paysafe has generated total shareholder returns in excess of 1,000 per cent.1 and, in the last two and a half years alone, Paysafe's share price has increased by 157 per cent.[1]

Paysafe now provides a unique offering for merchants, partners, developers and consumers which comprises industry-leading technology and capabilities in payment processing, digital wallets, and prepaid cash solutions. The Paysafe Independent Directors believe that Paysafe is well placed to make good progress as a stand-alone business as it continues to successfully execute its strategy, including expanding into new markets and solutions; continued value-accretive M&A; improving efficiencies through the consolidation and integration of existing businesses under Paysafe's ownership; and capitalising on opportunities that arise through positive regulatory changes in certain jurisdictions. The recent announcement of the acquisition of Merchants' Choice Payment Solutions ("MCPS"), a payment processor for merchants and sophisticated high volume independent sales organisations in North America for $470 million, further supports Paysafe's strategy of geographic and market segment diversification.

Notwithstanding the progress made in delivering Paysafe's strategy and the strong track record that Paysafe has built as a public company, Paysafe exhibits a higher risk profile than many of its competitors in the payments industry as a result of: its exposure to the unregulated online gambling market; a focus on the Asian online gambling market; its exposure to higher risk merchants in Paysafe's payment processing division; and, the compliance risk of the ongoing development of more stringent KYC rules and anti-money laundering compliance requirements in multiple geographies. Changes in legislation and/or regulatory regimes in these areas could have a significant negative impact on Paysafe. Similarly, Paysafe relies on a number of key commercial relationships with financial institutions who may make policy decisions to limit or cease their exposure to certain sectors in which Paysafe operates.

As a result of these factors, amongst others, Paysafe's shares have consistently traded in the public markets at a discounted valuation multiple to its core peers. Speculation around the risks attached to certain aspects of its business has also contributed to significant volatility in Paysafe's share price. During 2016, Paysafe's share price fluctuated between a high of 469 pence and a low of 306 pence. In 2017, the share price has grown by 38 per cent. to 511 pence, being the closing price on 30 June 2017 (the day prior to broad sector consolidation speculation).

In light of the opportunities, risks and historical volatility of the Paysafe share price, the Paysafe Independent Directors believe the offer from Bidco of 590 pence per share in cash presents an opportunity for shareholders to crystallise a certain value from their investment in Paysafe. The Acquisition accelerates and de-risks the return of value to shareholders allowing them full liquidity at a certain cash offer price which is a 13 per cent. premium to Paysafe's all-time high share price (post the acquisition of Skrill) up to 30 June 2017.

In addition, the Acquisition represents a 42 per cent. premium to the Volume Weighted Average Price for the twelve month period ended 30 June 2017 and a 34 per cent. premium to the Volume Weighted Average Price for the six month period ended 30 June 2017.

It is for these reasons that the Paysafe Independent Directors believe that the terms of the Acquisition are fair and reasonable and the Paysafe Independent Directors unanimously recommend that shareholders vote in favour of the Acquisition. In making their recommendation, the Independent Directors have taken into account all relevant factors, including the acquisition of MCPS announced on Friday 21 July 2017.

6. Conditions

The Acquisition is conditional, amongst other things, upon:

(a) the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Paysafe Independent Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Paysafe and the Court may allow);

(b) the passing of the Resolutions (other than the Resolution to approve the Director Manager Arrangements) by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Paysafe may agree and the Court may allow);

(c) the passing of the Resolution to approve the Director Manager Arrangements by the requisite majority of the Paysafe Independent Shareholders at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Paysafe may agree and the Court may allow); and

(d) the Regulatory and Anti-trust Approvals being received, including each of the regulatory approvals being received from the financial services regulatory authorities in the UK, Isle of Man, Switzerland and Mauritius and anti-trust clearances being received in respect of the filings to be made, including in the European Union, United States, Canada, China and Turkey.

The attention of Paysafe Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Paysafe Shareholders within 28 days of the date of this Announcement, unless Bidco and Paysafe otherwise agree, and the Takeover Panel consents, to a later date.

7. Irrevocable undertakings and letters of intent for Paysafe

Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from all of the Paysafe Independent Directors who hold Paysafe Shares (in a personal capacity or through a nominee) in respect of their entire beneficial holdings of Paysafe Shares, amounting, in aggregate, to 74,863 Paysafe Shares (representing, in aggregate, approximately 0.02 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)).

In addition to the irrevocable undertakings from the Paysafe Independent Directors, Bidco has also received irrevocable undertakings from Joel Leonoff and Brian McArthur-Muscroft to vote or procure votes in favour of the Resolutions to be proposed at the General Meeting, save for the resolution to approve the Director Manager Arrangements on which they are not allowed to vote in respect of 10,041,646 Paysafe Shares (representing, in aggregate, approximately 2.07 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)).

In addition to the irrevocable undertakings from Joel Leonoff and Brian McArthur-Muscroft and the Paysafe Independent Directors, Bidco and Paysafe have received letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Old Mutual Global Investors (UK) Limited and Threadneedle Asset Management Limited in respect of 57,897,763 Paysafe Shares (representing, in aggregate, approximately 11.94 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)).

Therefore, as at the date of this Announcement, Bidco and Paysafe have received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting with respect to a total of 57,972,626 Paysafe Shares (representing, in aggregate, approximately 12.21 per cent. of the Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)), excluding the Paysafe Shares held by Joel Leonoff and Brian McArthur-Muscroft who are unable to vote at the Court Meeting. Further details of these irrevocable undertakings (including details of the circumstances in which they cease to be binding) and letters of intent received by Bidco and Paysafe are set out in Appendix III to this Announcement.

8. Information on Blackstone, CVC and Bidco

Blackstone

Blackstone is one of the world's leading investment firms. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies in which it invests, and the communities in which it works. Blackstone does this by using extraordinary people and flexible capital to help companies solve problems. Blackstone's asset management businesses, with over $371 billion of assets under management as at 30 June 2017, includes investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @blackstone.

CVC

CVC, founded in 1981, is a leading global private equity and investment advisory firm, with a network of 24 offices and approximately 400 employees throughout Europe, Asia and the Americas. The CVC Funds have a diverse portfolio of investments in more than 50 companies worldwide, employing approximately 285,000 people in numerous countries and with combined annual sales of approximately $55 billion.

Bidco

Bidco is a newly incorporated company under the laws of England and Wales, formed on behalf of, and which is jointly-owned on a 50:50 basis by, the Consortium of the Blackstone Funds and CVC Funds for the purpose of implementing the Acquisition. Bidco has not traded prior to the date of this Announcement nor has it entered into any obligation other than in connection with the Acquisition.

9. Information on Paysafe

Paysafe is a leading global provider of end to end payment solutions. Its core purpose is to enable businesses and consumers to connect and transact seamlessly through industry leading capabilities in payment processing, digital wallets and online cash solutions. Delivered through an integrated platform, Paysafe's solutions are geared towards mobile initiated transactions, real-time analytics and the convergence between bricks-and-mortar and online payments. Paysafe's brand portfolio includes NETELLER®, Skrill®, MeritCard, paysafecard®, payolution® and FANS Entertainment. With over 20 years of online payment experience, a combined transactional volume of $48 billion in 2016 and over 2,200 staff located in 12 global locations, Paysafe connects businesses and consumers across 200 payment types in over 40 currencies around the world.

For the twelve months ended 31 December 2016, Paysafe's revenues were approximately $1 billion, adjusted EBITDA was approximately $300 million and operating profit was approximately $194 million. The Payment Processing division contributed $467.8 million of reported revenue (representing 47 per cent.), the Digital Wallets division contributed $311.0 million of reported revenue (representing 31 per cent.) and the prepaid division contributed $213.7 million of reported revenue (representing 22 per cent. of Paysafe's reported fee revenue). During the same period, adjusted EBITDA grew 97 per cent. to $300.8 million, at a margin of 30.1 per cent. whilst the statutory operating profit grew 641 per cent. to $194.4 million, at a margin of 19.4 per cent.

The Paysafe Group recently announced the acquisition of MCPS for consideration of $470 million. The acquisition of MCPS expands Paysafe's processing scale and product-set for ISOs and merchants in North America. The addition of point-of-sale ("POS") activities to Paysafe's payment processing division significantly strengthens its ability to provide processing for POS, online and order ahead payments all under a single real-time consolidated analytics platform.

10. Paysafe Share Schemes

Appropriate proposals in accordance with Rule 15 of the Code will be made to participants in the Paysafe Share Schemes taking into account the Paysafe remuneration committee's determinations with regards to the performance vesting of certain outstanding Awards. Awards and options which vest and are exercised prior to the Scheme Record Time will be satisfied by the allotment, issue or transfer of Paysafe Shares prior to the Scheme Record Time and those Paysafe Shares will be subject to the Scheme.

11. Financing

The consideration payable to Paysafe Shareholders pursuant to the Acquisition will be financed by a combination of equity to be invested by the Blackstone Funds and CVC Funds and debt to be provided under an Interim Facilities Agreement arranged by Credit Suisse AG, London Branch, Jefferies and Morgan Stanley Bank International Limited. 

Credit Suisse, financial adviser to the Consortium and Bidco, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the consideration payable to Paysafe Shareholders in connection with the Acquisition.

The equity funding of Bidco is being provided by the Blackstone Funds and the CVC Funds on a 50:50 basis. Each of the Blackstone Funds and the CVC Funds expects to discuss potential equity syndication during the Offer Period with a very limited number of selected minority investors, including their respective limited partners, who may directly contribute a minority of Bidco's equity funding of the Acquisition.

12. Management, employees and locations of the Paysafe Group

Bidco has given assurances to the Paysafe Independent Directors that the existing contractual and statutory employment rights, including in relation to employer contributions into Paysafe's pension plans, of Paysafe's existing management and employees will be safeguarded in accordance with applicable law and that Bidco does not currently envisage any material change in the conditions of employment of Paysafe employees following the Scheme becoming Effective.

Dennis Jones, Jennifer Allerton, Andrew Dark, Ian Francis, Brahm Gelfand, Karen Guerra and Ian Jenks (being Paysafe's non-executive directors), will cease to be directors of Paysafe immediately following the Effective Date.

Bidco intends to work with the Managers to carry out a strategic review of Paysafe's operations and business lines following completion of the Acquisition. No decisions have been made by Bidco in relation to the strategic review. The strategic review may or may not result in changes to the employee base, locations and operations of Paysafe. Save for its general intention to implement a long-term growth strategy with the Managers and complete the disposal of PMSL, Bidco has no current intention of changing Paysafe's strategic plans, the location of Paysafe's operations or redeploying Paysafe's fixed assets or effecting a material change to the operations of the business or any conditions of employment of Paysafe employees.

13. Deferred Shares

Paysafe has in issue 1,000,000 fully paid deferred shares of one pence each. The Deferred Shares are not listed on any exchange and effectively have no rights, in particular they do not confer on their holders any right to any dividend or distribution nor the right to receive notice of, attend, speak or vote at general meetings of Paysafe. The Deferred Shares will not form part of, and will be unaffected by, the Acquisition and the Scheme.

In accordance with Paysafe's Articles, Paysafe shall procure the transfer the Deferred Shares to Bidco on the Scheme becoming Effective.

14. Offer-related arrangements

Confidentiality Agreement

Blackstone Management Partners L.L.C., CVC Capital Partners Limited and Paysafe entered into a confidentiality agreement first dated 2 June 2017 (the "Confidentiality Agreement") pursuant to which the Consortium have undertaken to keep confidential information relating to Paysafe and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations shall remain in force until the earlier of (i) a period of 18 months from the date of the Confidentiality Agreement or (ii) consummation of the Acquisition. The Confidentiality Agreement further includes customary non-solicitation and standstill obligations on the Consortium.

Bid Conduct Agreement

Bidco and Paysafe have entered into the Bid Conduct Agreement pursuant to which Paysafe has undertaken to co-operate with Bidco to ensure satisfaction of the Regulatory and Anti-trust Approvals and to assist Bidco in communicating with any regulatory authority for the purposes of obtaining all clearances and to promptly provide such information and assistance to Bidco as Bidco may reasonably require for the purposes of obtaining any clearance and making a submission, filing or notification to any relevant regulatory authority (including for the purposes of responding to requests for additional information) as soon as practicable.

Bidco and Paysafe have agreed to provide each other with necessary information and assistance in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations.

The Bid Conduct Agreement will terminate in certain circumstances, including if the Scheme (or the Takeover Offer as the case may be) is withdrawn or lapses (other than as a result of Bidco switching to a Takeover Offer or is otherwise to be followed soon after by a Rule 2.7 announcement made by Bidco or a person acting in concert with Bidco, to implement the Acquisition by a different offer or scheme on substantially the same or improved terms) and if the Scheme does not become effective in accordance with its terms by the Long Stop Date (other than as a result of Bidco switching to a Takeover Offer or where the Long Stop Date is to be followed soon after by a Rule 2.7 announcement made by Bidco or a person acting in concert with Bidco, to implement the Acquisition by a different offer or scheme on substantially the same or improved terms).

The Bid Conduct Agreement records Bidco's and Paysafe's intention to implement the Acquisition by way of the Scheme, subject to the right of Bidco (with the consent of the Panel) to proceed by way of a Takeover Offer.

The Bid Conduct Agreement also contains provisions that apply in relation to the Paysafe Share Schemes.

Equity Terms Letter

On 3 August 2017, Bidco and each of the Managers entered into binding heads of terms regarding the terms of the Management Arrangements proposed to be entered into between the Managers and Bidco to incentivise the Managers in connection with the future performance of the Paysafe Group following the Scheme becoming Effective. For the purposes of Rule 16.2 of the Code, Lazard has confirmed that, in its opinion, the terms of the Management Arrangements (including the Director Manager Arrangements) are fair and reasonable so far as the Paysafe Independent Shareholders are concerned. In providing its opinion, Lazard has taken into account the commercial assessment of the Paysafe Independent Directors. As the Management Arrangements include incentivisation arrangements for directors Joel Leonoff and Brian McArthur-Muscroft who also hold shares in Paysafe, these Director Manager Arrangements are subject to the approval of Paysafe Independent Shareholders in accordance with Rule 16 of the Code. The Management Arrangements (including the Director Manager Arrangements) are further summarised in paragraph 16 (Summary of Management Arrangements) below.

15. Structure of the Acquisition

Scheme

The Acquisition will be effected by a Court-sanctioned scheme of arrangement between Paysafe and the Scheme Shareholders under section 152 of the Isle of Man Companies Act 1931. The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Paysafe. Under the Scheme, the Acquisition is to be achieved by the:

· transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme; and

· passing of the Resolutions at the General Meeting (including amendments to Paysafe's Articles to ensure that any Paysafe Shares issued between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Paysafe Shares issued after the Scheme Record Time will automatically be acquired by Bidco, and the approval of the re-registration of Paysafe as a private limited company conditional on completion of the Acquisition).

The Director Managers have agreed in their respective irrevocable undertakings to support the Acquisition and to be bound by the terms of the Scheme. No Director Manager (in relation to Management Arrangements) or any person acting in concert with or connected with them, may vote on the Resolutions pursuant to Rule 16 of the Code that apply to their respective arrangements. Rule 16 of the Code provides that, except with the consent of the Takeover Panel, an offeror or persons acting in concert with it may not make any arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the offeree company, or enter into arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders. An arrangement made with a person who, while not a shareholder, is interested in shares carrying voting rights in the offeree company will also be prohibited by Rule 16 of the Code if favourable conditions are attached which are not being extended to the shareholders.

The Director Manager Arrangements outlined in paragraph 16 (Summary of Management Arrangements) below constitute an arrangement with a shareholder of Paysafe made when the Acquisition was reasonably in contemplation and to which favourable conditions are attached which are not being extended to all Paysafe Shareholders.

The Takeover Panel has confirmed to Lazard that it consents to the Management Arrangements provided that the Director Manager Arrangements are approved by the Paysafe Independent Shareholders (being the Paysafe Shareholders other than the Director Managers and any person acting in concert with them or connected with them) at the General Meeting. The vote must be taken on a poll.

The Paysafe Independent Shareholders should note that completion of the Acquisition will be conditional upon passing of the Resolution at the General Meeting approving the Director Manager Arrangements, unless such condition is waived by Bidco with the consent of the Takeover Panel.

Pi Topco Limited, an indirect holding company of Bidco, has entered into a share purchase agreement with Spectrum Global Limited, whereby Paysafe Merchant Services Limited ("PMSL""), a subsidiary of Paysafe through which it conducts Paysafe's Asia Gateway business, will be sold to Spectrum Global Limited (the "PMSL Disposal"). It is anticipated that, subject only to receipt of mandatory regulatory clearances, completion of the PMSL Disposal shall occur upon completion of the Acquisition. The Neteller business of PMSL shall be retained within the Paysafe group as part of the PMSL Disposal. If the Acquisition is not completed, the PMSL Disposal shall not occur. Paysafe's Asia Gateway business generated EBITDA of approximately $50 million in the twelve months ended 31 December 2016 on revenue of approximately $131 million. The consideration payable by Spectrum Global Limited will be deferred beyond an initial amount of $5 million. The total consideration to be paid is not certain but will not exceed $308 million payable over a six year period.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things, the:

(a) approval of a majority in number of the Paysafe Independent Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

(b) approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Court Hearing.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Companies Registry. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

The Scheme will contain a provision for Bidco and Paysafe to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Paysafe has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Paysafe Independent Shareholders should be held in these circumstances.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Scheme Shareholders. The Scheme will be governed by the laws of the Isle of Man and will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Paysafe Shareholders within 28 days of the date of this Announcement, unless Bidco and Paysafe otherwise agree, and the Takeover Panel consents, to a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Paysafe's website at www.paysafe.com/investors.

At this stage, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, Bidco and Paysafe expect the Acquisition to become Effective during the fourth quarter of 2017.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Bidco and Paysafe may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel and subject to the terms of the Bid Conduct Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Paysafe as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

16. Summary of the Management Arrangements (including the Director Manager Arrangements) 

Bidco believes that the ongoing participation of the Managers in the Paysafe Group is a very important element of the Acquisition. Accordingly, Bidco intends to put in place certain incentivisation arrangements for the Managers and other senior employees of the Paysafe Group with effect from and/or following completion of the Acquisition.

As a result of their respective interests in Paysafe Shares, the Director Managers are not considered to be independent for the purposes of the Code and each of the Director Managers (and their respective connected persons) will not be entitled to vote on the resolution in respect of the approval of the Director Manager Arrangements at the General Meeting. Each of the Director Managers has irrevocably undertaken to be bound by the Scheme in respect of his entire shareholding of Paysafe Shares.

The Management Arrangements are set out below in paragraphs (a) - (c) below, with the Director Manager Arrangements in respect of the Director Managers being set out at paragraphs (a) and (b) below, and the Management Arrangements in respect of the other Managers being set out at paragraph (c) below:

(a) Joel Leonoff currently has interests in ordinary shares and options awards (which shall be subject to Rule 15 proposals) that in aggregate represent 2.27 per cent. of the fully-diluted issued share capital of Paysafe. It is anticipated that he re-invests $50,000,000 (representing approximately 63.5 per cent. of his net proceeds from the Proposed Transaction) such that he holds: (i) 'sweet equity' in the form of A ordinary shares (the "A Ordinary Shares") to be issued by Pi Topco Limited that in aggregate represent 2.37 per cent. of the fully-diluted issued share capital of Pi Topco Limited at the date of issuance and prior to the operation of the ratchet (to rank pari passu with the shares in PI Topco Limited to be held by the Consortium); and (ii) B ordinary shares (the "B Ordinary Shares"), preference shares (the "Preference Shares") and/or loan notes (the "Loan Notes") to be issued by PI Topco Limited or its subsidiary, Pi UK Holdco I Limited (on a pari passu basis as those issued to the Consortium in respect of its funding of Bidco to finance the Acquisition).

(b) Brian McArthur-Muscroft currently has interests in ordinary shares and options awards (which shall be subject to Rule 15 proposals) that in aggregate represent 0.19 per cent. of the fully-diluted issued share capital of Paysafe. It is anticipated that he re-invests approximately 50 per cent. of his net proceeds from the Proposed Transaction such that he holds: (i) 'sweet equity' in the form of A Ordinary Shares that in aggregate represent 0.58 per cent. of the fully diluted issued share capital of PI Topco Limited at the date of issuance and prior to the operation of the ratchet (to rank pari passu with the shares in PI Topco Limited to be held by the Consortium); and (ii) B Ordinary Shares, Preference Shares and/or Loan to be issued by PI Topco Limited or its subsidiary, Pi UK Holdco I Limited (on a pari passu basis as those issued to the Consortium in respect of its funding of Bidco to finance the Acquisition).

(c) In respect of the other Managers (Danny Chazonoff, Doug Lewin and Elliott Wiseman), the Management Arrangements anticipate that each Manager re-invests approximately 50 per cent. of his net proceeds (except for Doug Lewin, who anticipates re-investing approximately 100 per cent. of his net proceeds) from the proposals to be made in accordance with Rule 15 of the Code to the participants in the Paysafe Share Schemes, such that each Manager shall after completion of the Acquisition hold: (i) 'sweet equity' in the form of A Ordinary Shares in PI Topco Limited (to rank pari passu with the shares in PI Topco Limited to be held by the Consortium); and (ii) B Ordinary Shares, Preference Shares and/or Loan Notes to be issued by PI Topco Limited or its subsidiary, Pi UK Holdco I Limited (on a pari passu basis as those issued to the Consortium in respect of its funding of Bidco to finance the Acquisition).

The holders of A Ordinary Shares are entitled to a performance based ratchet, such that the Managers may benefit from an additional amount of the fully diluted equity share capital of Pi Topco Limited (up to a maximum amount equal to one half of the management equity in issue on an exit (the "Ratchet Maximum Amount")), if on an exit the net return to the Consortium is in excess of an internal rate of return of 22.5% per annum after the operation of the ratchet. The ratchet shall be calculated on a net return to the Consortium after the deduction of all transaction costs and expenses.

The ratchet will operate such that the Managers shall be entitled to an additional amount of the fully diluted share capital of Pi Topco Limited (up to the Ratchet Maximum Amount) calculated on a straight line basis between a return of at least 2.25x multiple of money invested up to 3.75x multiple of money invested.

As noted, the reinvestment amounts set out above are approximates which remain subject to adjustment, including in light of currency fluctuations and each Manager's personal tax position.

In certain circumstances, the A Ordinary Shares shall be subject to time vesting up to a maximum amount of 80 per cent. (other than on an exit and if that exit is an IPO, subject to a minimum return threshold) over a 4 year period following completion of the Acquisition on the following basis:

(a) 20 per cent. vesting on the first anniversary of completion of the Acquisition; and

(b) 5 per cent. vesting every three months following the first anniversary of completion of the Transaction, up to a maximum amount of 80 per cent. vesting on the fourth anniversary of completion of the Acquisition.

The Preference Shares and/or Loan Notes shall have a PIK coupon of 12 per cent., which shall accrue daily and compound annually.

For the purposes of Rule 16.2 of the Code, Lazard has confirmed that, in its opinion, the terms of the Management Arrangements (including the Director Manager Arrangements) are fair and reasonable so far as Paysafe Independent Shareholders are concerned. In providing its opinion, Lazard has taken into account the commercial assessment of the Paysafe Independent Directors. The Acquisition is conditional, amongst other things, upon the passing of the Resolution to approve the Director Manager Arrangements by the requisite majority of the Paysafe Independent Shareholders at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Paysafe may agree and the Court may allow).

Each Manager shall provide post-exit restrictive covenants. The duration of these restrictive covenants is variable, depending on the nature of the covenant and the identity of the Manager. The restrictive covenants to be provided by Joel Leonoff shall have a duration of two years from cessation of his employment (subject to, in certain circumstances, any period of garden leave).

Joel Leonoff has agreed to amend his service agreement with Paysafe, in order to remove his termination payment on a change of control. In addition, the Managers have agreed to make mechanical amendments to their service agreements that are required to implement the new incentivisation scheme. No conversations have taken place with regard to changing any Manager's salary and/or bonus arrangements.

17. De-listing and re-registration

It is intended that an application will be made to (i) the UK Listing Authority to cancel the listing of the Paysafe Shares on the Official List, and (ii) the London Stock Exchange to cancel trading of the Paysafe Shares on the Main Market of the London Stock Exchange to take effect on or shortly after the Effective Date. The last day of dealings in Paysafe Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Court Hearing and no transfers will be registered after 6.00 p.m. on that date.

On the Effective Date, Paysafe will become a wholly-owned subsidiary of Bidco and share certificates in respect of the Paysafe Shares will cease to be valid and should be destroyed. In addition, entitlements to Paysafe Shares held within the CREST system will be cancelled on the Effective Date.

Paysafe shareholder approval to re-register Paysafe as a private limited company under the relevant provisions of the Companies Acts is being sought from Paysafe shareholders, conditional on the completion of the Acquisition.

18. Disclosure of interests in Paysafe

As at the close of business on 3 August 2017, being the last Business Day prior to this Announcement, save for the irrevocable undertakings and letters of intent referred to in paragraphs 3 (Recommendation) and 7 (Irrevocable undertakings and letters of intent) above, including the shareholdings of Joel Leonoff and Brian McArthur-Muscroft, and any interests in Paysafe Shares held by the Managers under the Paysafe Share Schemes, none of Bidco or any director of Bidco or, so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco:

(a) had an interest in, or right to subscribe for, relevant securities of Paysafe;

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Paysafe;

(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Paysafe; or

(d) had borrowed or lent any Paysafe Shares.

Furthermore, save for the irrevocable undertakings and letters of intent described in paragraph 7 (Irrevocable undertakings and letters of intent) above or as a result of interests held by the Managers, no arrangement exists between Bidco or Paysafe or a person acting in concert with Bidco or Paysafe in relation to Paysafe Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Paysafe Shares which may be an inducement to deal or refrain from dealing in such securities.

19. General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Paysafe Shareholders within 28 days of the date of this Announcement, unless Bidco and Paysafe otherwise agree, and the Takeover Panel consents, to a later date.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, Paysafe Independent Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Credit Suisse, Lazard, RBC Capital Markets and Deutsche Bank have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculations contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

20. Documents on display

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Paysafe's website at www.paysafe.com/investors until the end of the Offer Period:

· the Confidentiality Agreement in paragraph 14 (Offer-related arrangements);

· the Bid Conduct Agreement referred to in paragraph 14 (Offer-related arrangements);

· the irrevocable undertakings and letters of intent referred to in paragraph 7 (Irrevocable undertakings and letters of intent) and described in Appendix III to this Announcement;

· the Equity Terms Letter referred to in in paragraph 14 (Offer-related arrangements); and

· the Interim Facilities Agreement referred to in paragraph 11 (Financing).

Enquiries:

Credit Suisse (Financial adviser to the Consortium and Bidco)

Paysafe

Lazard (Lead financial adviser to Paysafe)

RBC Capital Markets (Financial adviser to Paysafe)

Deutsche Bank AG, London Branch (Financial adviser and corporate broker to Paysafe)

Brunswick Group (Public relations adviser to Paysafe)

Credit Suisse International, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the ""FCA") and PRA in the United Kingdom, is acting exclusively for the Consortium and Bidco as financial adviser and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Credit Suisse, or for providing advice in connection with the Acquisition, the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Lazard & Co., Limited, which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Acquisition or any other matters 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.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither RBC Europe Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with this Announcement, any statement contained herein or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("DB"), is acting as financial adviser and corporate broker to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of DB, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither DB nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of DB in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

This Announcement has been prepared for the purpose of complying with Isle of Man law, English law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom or the Isle of Man. Persons who are not resident in the United Kingdom or the Isle of Man, or who are subject to laws of any jurisdiction other than the United Kingdom or the Isle of Man, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom or the Isle of Man should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom or the Isle of Man to vote their Paysafe Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Paysafe Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.

The Acquisition relates to the shares of a company incorporated in the Isle of Man and it is proposed to be made by means of a scheme of arrangement provided for under the laws of the Isle of Man. The Scheme will relate to the shares of an Isle of Man company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK and Isle of Man to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and the Isle of Man and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Paysafe outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking Statements

This Announcement may contain certain "forward-looking statements" with respect to Bidco or Paysafe. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or Paysafe and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Bidco or Paysafe.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or Paysafe or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. The Consortium, Bidco and Paysafe assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Paysafe for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Paysafe.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel and subject to the terms of the Bid Conduct Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Paysafe as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Paysafe's website at www.paysafe.com/investors by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Credit Suisse on +44 (0) 20 7888 8888, Lazard on +44 (0) 20 7187 2000 or RBC Capital Markets on +1 (212) 428 6200. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Paysafe Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Paysafe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Paysafe may be provided to the Consortium and Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

APPENDIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than the Long Stop Date:

1. The Scheme shall be subject to the following conditions:

(a) its approval by a majority in number of the Paysafe Independent Shareholders who are on the register of members of Paysafe at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the Paysafe Shares voted by those Paysafe Independent Shareholders on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Paysafe may agree and the Court may allow);

(b) the passing of the Resolutions (other than the resolution to approve the Director Manager Arrangements) by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Paysafe may agree and the Court may allow);

(c) the passing of the Resolution to approve the Director Manager Arrangements by the requisite majority of the Paysafe Independent Shareholders at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Paysafe may agree and the Court may allow);

(d) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Bidco and Paysafe); and

(e) delivery of a copy of the Court Order to the Companies Registry.

2. In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Companies Registry unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

Regulatory clearances

(a) The Scheme shall be subject to the following conditions:

(i) with regard to the UK, the FCA indicating pursuant to section 189(4)(a) of FSMA, in terms reasonably satisfactory to Bidco and the Bidco Group, that it approves any acquisition by Bidco and the Bidco Group of the electronic money institutions forming part of Paysafe within the meaning of Part XII of FSMA which would take place as a result of the Acquisition or its implementation, or the FCA being treated as having given such approval under section 189(6) of FSMA;

(ii) with regard to the Isle of Man, the Isle of Man Financial Services Authority having given its consent in writing to the proposed acquisitions of a controlling interest in PMSL in connection with the Acquisition by Bidco and the Bidco Group;

(iii) with regard to Switzerland, FINMA having not given notice of a decision to object or having otherwise communicated an objection to any aspect of the Acquisition subject to its supervision which remains outstanding;

(iv) with regard to Mauritius, Optimal Payments Merchant Services (Mauritius) Ltd having sought the approval of the Financial Services Commission of Mauritius regarding Bidco and the Bidco Group's acquisition of the beneficial ownership of Optimal Payments Merchant Services (Mauritius) Ltd and having obtained consent from the Financial Services Commission of Mauritius for the transfer to Bidco and the Bidco Group of the shares in Optimal Payments Merchant Services (Mauritius) Ltd being a global business holding a licence as a payment intermediary;

(v) all relevant merger control clearances having been obtained from the (a) European Commission pursuant to the applicable Competition Laws of the European Union, (b) Turkish Competition Authority pursuant to the applicable Competition Laws of Turkey; (c) Ministry of Commerce, People's Republic of China pursuant to the applicable Competition Laws of the People's Republic of China; and (d) Canadian Commissioner Bureau pursuant to the applicable Competition Laws of Canada; and

(vi) all appropriate waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the Acquisition.

(b) no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition, the Wider Paysafe Group or the Wider Bidco Group, as the case may be, in each case, taken as a whole):

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Paysafe Group of all or any part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Paysafe Group or any member of the Wider Bidco Group or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) except pursuant to section 154 of the Isle of Man Companies Act 1931, in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Bidco Group or the Wider Paysafe Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Paysafe Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in Paysafe or on the ability of any member of the Wider Paysafe Group or any member of the Wider Bidco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Paysafe Group;

(iv) except as Disclosed, result in any member of the Wider Paysafe Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Paysafe by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Paysafe by any member of the Wider Bidco Group;

(vi) impose any material limitation on, or result in material delay in, the ability of any member of the Wider Bidco Group or any member of the Wider Paysafe Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Paysafe Group;

(vii) require any member of the Wider Paysafe Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider Paysafe Group or the Wider Bidco Group is a party;

(viii) result in any member of the Wider Paysafe Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it currently does so in any jurisdiction;

(ix) require any member of the Wider Bidco Group or any member of the Wider Paysafe Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider Bidco Group or any member of the Wider Paysafe Group, which in each such case or together is material and adverse in the context of the Wider Bidco Group or the Wider Paysafe Group or in the context of the Acquisition;

(x) otherwise materially adversely affect all or any of the business, assets, liabilities, profits, financial or trading position or prospects of any member of the Wider Paysafe Group or any member of the Wider Bidco Group; or

(xi) and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Paysafe Shares or other securities in, or control or management of, Paysafe or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(c) each Governmental Entity, which regulates or licences any member of the Paysafe Group or any other body corporate in which any member of the Paysafe Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Paysafe Group is required, or any Governmental Entity, whose prior approval, consent or non-objection of the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Bidco), and in each case the impact of which would materially adversely affect the Wider Paysafe Group or the Wider Bidco Group, taken as a whole, if not obtained;

Notifications, waiting periods and authorisations

(d) all notifications, filings or applications which are necessary or reasonably considered necessary by Bidco having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations reasonably deemed necessary by Bidco in any jurisdiction for or in respect of the Acquisition and, except pursuant to section 154 of the Isle of Man Companies Act 1931, the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Paysafe or any other member of the Wider Paysafe Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Paysafe Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider Paysafe Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Paysafe Shareholder resolution

(e) except with the consent or the agreement of Bidco, no resolution of Paysafe Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of Paysafe Shareholders other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of Bidco, no member of the Wider Paysafe Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Takeover Panel or the approval of Paysafe Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

(f) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Paysafe Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Paysafe or because of a change in the control or management of any member of the Wider Paysafe Group or otherwise, would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider Paysafe Group, the Wider Bidco Group, as the case may be, in each case, taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any obligation or liability arising or any adverse action being, or becoming capable of being terminated taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member or any member of the Wider Paysafe Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider Paysafe Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the financial or trading position or prospects of, any such member being prejudiced or adversely affected;

(viii) the creation or acceleration of any liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(ix) and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Paysafe Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (f)(i) to (viii) above;

Certain events occurring since 31 December 2016

(g) except as Disclosed, no member of the Wider Paysafe Group having since 31 December 2016:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Paysafe Shares out of treasury (except, where relevant, as between Paysafe and wholly-owned subsidiaries of Paysafe or between the wholly-owned subsidiaries of Paysafe and except for the issue or transfer out of treasury of Paysafe Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Paysafe Share Schemes);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Paysafe to Paysafe or any of its wholly-owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Paysafe and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Paysafe and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

(iv) except for transactions between Paysafe and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Paysafe and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between Paysafe and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Paysafe issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude;

(vii) save for the Management Arrangements, entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Paysafe Group, otherwise than in the ordinary course of business;

(viii) save for the Management Arrangements, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Paysafe Group, otherwise than in the ordinary course of business;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Paysafe and wholly-owned subsidiaries of Paysafe or between the wholly-owned subsidiaries of Paysafe and except for the issue or transfer out of treasury of Paysafe Shares on the exercise of employee share options or vesting of employee share awards under the Paysafe Share Schemes as Disclosed);

(x) waived, compromised or settled any claim which is material in the context of the Wider Paysafe Group as a whole or in the context of the Acquisition;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Paysafe Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider Paysafe Group taken as a whole;

(xii) save as required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Paysafe Group;

(xiii) made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Paysafe Group for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

(xiv) except as Disclosed, been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Paysafe Group taken as a whole;

(xv) (other than in respect of a member of the Wider Paysafe Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) (except for transactions between Paysafe and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider Paysafe Group as a whole or in the context of the Acquisition; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g);

No adverse change, litigation, regulatory enquiry or similar

(h) except as Disclosed, since 31 December 2016 there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider Paysafe Group which is material in the context of the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Paysafe Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Paysafe Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Paysafe Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Paysafe Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider Paysafe Group to an extent which is material in the context of the Wider Paysafe Group taken as a whole or in the context of the Acquisition; and

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Paysafe Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters regarding information and liabilities, corruption and intellectual property

(i) except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider Paysafe Group announced publicly and delivered by or on behalf of Paysafe through a RIS prior to the date of this Announcement or publicly disclosed to any member of the Wider Bidco Group by or on behalf of any member of the Wider Paysafe Group prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider Paysafe Group or any partnership, company or other entity in which any member of the Wider Paysafe Group has a significant economic interest and which is not a subsidiary undertaking of Paysafe, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Paysafe Group taken as a whole or in the context of the Acquisition;

(iii) any past or present member, director, officer or employee of the Wider Paysafe Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv) any past or present member, director, officer or employee of the Wider Paysafe Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(v) any asset of any member of the Wider Paysafe Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(vi) since 31 December 2016, no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Paysafe Group or to any third parties, including: (A) any member of the Wider Paysafe Group losing its title to any intellectual property or any intellectual property owned by the Wider Paysafe Group being revoked, cancelled or declared invalid; (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Paysafe Group being terminated or varied or (C) any claim being filed suggesting that any member of the Wider Paysafe Group infringed the intellectual property rights of a third party or any member of the Wider Paysafe Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Paysafe Group taken as a whole or in the context of the Acquisition.

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Takeover Panel, Bidco reserves the right in its sole discretion to waive (if capable of waiver) in whole or part:

(a) any of the Conditions set out in the above Condition 1 of Part A relating to the timing of the Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of the deadlines for those events are not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Paysafe to extend the deadline in relation to the relevant Condition;

(b) Condition 1 of Part A relating to the approval of the Paysafe Independent Shareholders of the Director Manager Arrangements); and

(c) all or any of the above Conditions 2(a) (Regulatory clearances) to (i) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive).

2. Conditions 2(a) (Regulatory clearances) to (i) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive) must be fulfilled or waived by no later than 11:59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse or, if the Acquisition is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. Bidco shall be under no obligation to waive or treat as fulfilled any of the Conditions which are capable of being waived by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Scheme not to proceed, or to lapse, or so as to cause any Takeover Offer to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Condition 1 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 5 below in relation to any Takeover Offer) are not subject to this provision of the Code.

4. If Bidco is required by the Takeover Panel to make an offer for Paysafe Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions and certain further terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5. Bidco reserves the right to elect (with the consent of the Takeover Panel and subject to the terms of the Bid Conduct Agreement) to implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of Bidco, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 75 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide with the consent of the Takeover Panel). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Paysafe Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of section 154 of the Companies Act 1931 to compulsorily acquire any outstanding Paysafe Shares to which such Takeover Offer relates.

6. The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:

(a) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of the Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMA Phase 2 Reference; or

(b) in so far as the Acquisition or any matter arising from the Scheme or Acquisition does not constitute a concentration with a Community dimension within the scope of the Merger Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference;

in each case, before the date of the Court Meeting.

7. Bidco reserves the right for any other entity owned by the Consortium from time to time to implement the Acquisition.

8. The Paysafe Shares shall be acquired by Bidco, with full legal title and beneficial ownership, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Paysafe Shares.

9. The availability of the Acquisition to persons not resident in the United Kingdom or the Isle of Man may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the Isle of Man and any Paysafe Shareholders who are not resident in the United Kingdom or the Isle of Man will need to inform themselves about and observe any applicable requirements.

10. Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

12. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by Isle of Man law and will be subject to the jurisdiction of the Isle of Man courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

(i) Unless otherwise stated, financial information relating to Paysafe has been extracted from the audited consolidated financial statements of Paysafe for the financial year ended 31 December 2016.

(ii) The value of the Acquisition is based upon the following:

· 484,933,872 Paysafe Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement);

· 11,321,095 Paysafe Shares (being the maximum number of shares to be issued under the Rule 15 proposals in respect of the Paysafe Share Schemes as set out in the Bid Conduct Agreement); and

· 5,626,658 Paysafe Shares (being the total number of shares to be issued in connection with outstanding contingent deferred share consideration amounts).

(iii) The six month and twelve month Volume Weighted Average Prices are derived from FactSet data.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Bidco and Paysafe have received irrevocable undertakings and letters of intent to accept the Acquisition Price in respect of a total of 68,014,272 Paysafe Shares (representing, in aggregate, approximately 14.03 per cent. of Paysafe's Shares in issue on 3 August 2017 (being the last Business Day prior to this Announcement)), comprised as follows:

Paysafe Directors' irrevocable undertakings

The irrevocable undertakings from the Paysafe Directors will only cease to be binding if:

(i) the Scheme Document is not dispatched within 28 days of the date of this Announcement (or within such longer period as Bidco and Paysafe may agree with the consent of the Takeover Panel);

(ii) the Scheme announced in implementation of the Acquisition has not become effective or been declared unconditional in all respects in accordance with the requirements of the Code (as the case may be) prior to the Long Stop Date; or

(iii) the Scheme has lapsed or been withdrawn and no new, revised or replacement Scheme has been announced by Bidco or its affiliates in accordance with Rule 2.7 of the Code at the same time.

The irrevocable undertaking from each of Joel Leonoff and Brian McArthur-Muscroft contains an agreement that each of them will, in all circumstances, be bound by the Scheme.

 Letters of intent

APPENDIX IV

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

In this Announcement:

(b) all times referred to are to London time unless otherwise stated;

(c) references to the singular include the plural and vice versa, unless the context otherwise requires;

(d) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the UK Companies Act 2006 and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(e) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.