Half Yearly Report

Optimal Payments Plc

Results for the half year ended 30 June 2015

Strong performance in first half, post period end completion of Skrill acquisition

LONDON, MONTREAL and NEW YORK (26 August, 2015) - Optimal Payments Plc (LSE AIM: OPAY, "Optimal Payments", the "Group" or the "Company") today announces its results for the six months ended 30 June 2015. Note the performance for the period does not include any contribution from Skrill, which completed after the period end.

Highlights Strong performance in line with expectations:

o Revenues up 40.2% to $223.0m (H1 2014: $159.1m)

o Adjusted EBITDA(1) up 27.9% to $49.9m (H1 2014: $39.0m)

o Adjusted profit after tax increased by 18.7% to $37.3m (H1 2014: $31.4m); statutory profit after tax reported at $2.4m (H1 2014: $27.5m).

o Adjusted diluted EPS(2) increased 11.4% to $0.12 (H1 2014: $0.11); statutory fully diluted EPS at $0.01 (H1 2014: $0.10)

· NETELLER Stored Value ("SV") business: revenues up 20.1% to $49.8m (H1 2014: $41.4m) in spite of the weakness of the Euro against the USD.

· NETBANX Straight Through Processing ("STP") business: revenues up 47.4% to $173.0m (H1 2014: $117.4m), incorporating revenue from the acquired US businesses.

· Group cash and cash equivalents of $113.3m (31 December 2014: $109.9m) - excludes cash raised on rights issues of $685.3m:

o Reporting of cash and cash equivalents restated to exclude settlement assets and restricted cash (held for NETELLER members and merchants) and cash held as reserves(3) to provide a more transparent analysis of the Group's cash position

o Free cash flow(4) of $29.9m (H1 2014: $10.9m).

· Significant progress on key strategic initiatives:

o The acquisition of Skrill, announced on 23 March 2015 and completed 10 August 2015, positions the Group as a market leader in the fast growing and profitable stored value, payment processing and prepaid sectors with the ability to process over 100 payment types in more than 20 languages and over 40 currencies. The enlarged Group will have an increased customer and geographic diversification with further upside potential from cross selling opportunities. The integration of Skrill and subsequent delivery of synergy benefits is proceeding in accordance with our plans.

o Successful integration of US businesses Meritus and GMA (acquired H2 2014) into NETBANX STP division - with both businesses trading strongly.

o Acquisition of FANS Entertainment ('FANS'), a mobile platform developer based in Montreal, to offer an application with analytics for merchants to engage more directly with their customers.

o During H1 2015, as a result of these initiatives, we have incurred restructuring costs of $4.1m and acquisition costs of $12.4m.

o Good progress made in acquiring and card issuing services divisions and NETELLERGO! (for ecommerce merchants outside of gaming) contributing to further growth and diversification of the business.

Main market listing

As previously announced and, having completed the acquisition of Skrill, the Group will be seeking the admission of its ordinary shares to listing on the premium segment of the Official List of the UK Listing Authority and admission to trading on the London Stock Exchange's Main Market for listed securities. It is expected that the Company's ordinary shares would then be eligible for inclusion in the FTSE 250 Index of the London Stock Exchange.

Capital Markets Day

The Group intends to host a Capital Markets Day during Q4 for investors, analysts and lenders. At the event, management will set out its strategy for the combined businesses of Optimal Payments and Skrill and report on integration progress. This event will take place on 10 November 2015 in London and will be accompanied by a trading update.

Commenting on today's results, Joel Leonoff, President & CEO, said:  

"Our first half results show continued strong performance with growth in NETELLER and NETBANX including a significant contribution from the integration of Meritus & GMA, the US centric businesses we acquired last year. This was achieved in the period in which we also completed the negotiations to acquire Skrill, a transformational transaction for us and for our shareholders and one which positions us as a key player in the global payments industry. I would like to thank the team for their hard work and commitment in delivering impressive results and positioning the company for future growth."

"Current trading continues to be strong and we believe that the consolidated business places us in a much stronger position in the payments landscape and are eagerly looking forward to our future as a combined entity."

(1) Adjusted EBITDA is defined as results of operating activities before depreciation and amortisation and adjusted for exceptional non-recurring items which are defined as items of income and expense of such size, nature or incidence that, in the view of management, should be disclosed to explain the performance of the Group.

(2) Adjusted diluted EPS is computed using the share count excluding the impact of the rights issue (completed in May 2015) since reported figures do not include earnings from the acquisition of Skrill which completed on 10 August 2015.

(3) Restricted NETELLER merchant and member cash balances are the excess of funds held that the Group is required to maintain in respect of the e-money issued to members and merchants over balances payable which are held in segregated accounts; cash held as reserves represents the cash the Group is required to deposit with counterparties, which would include acquiring partners and card schemes, in order to transact with these institutions; settlement assets represent gross transaction cash at acquirers and processors which will be remitted to the Group.

(4) Free cash flow (non IFRS) is shown as cash flows from operating activities (after working capital movements), after cash flows used for interest and capital expenditures.

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Presentation to analysts and investors

Optimal Payments will hold a conference call for analysts and investors at 9am (UK time) today, access details as below.

UK Toll Number: 02031394830 UK Toll-Free Number: 08082370030

US Toll Number: +1 718 873 9077

Pin code: 61164043#

Audiocast: http://www.anywhereconference.com?UserAudioMode=DATA&Name=&Conference=131661207&PIN=61164043

The presentation slides will be available on the Optimal Payments Group's website at: http://www.optimalpayments.com/investor-relations/results-reports-presentations

About Optimal Payments Plc

Optimal Payments is a global provider of online payment solutions, trusted by businesses and consumers in over 200 countries and territories to move and manage billions of dollars each year. Merchants use the NETBANX® platform and services to simplify how they accept credit and debit card, direct-from-bank, and alternative and local payments; and the NETELLER® service to increase revenues and capture new customers. Consumers use the multilingual and multicurrency NETELLER and Net+® Card stored-value offering to make secure and convenient payments. Optimal Payments completed the acquisition of Skrill Group in August 2015, a leading digital payments business providing digital wallet solutions and online payment processing capabilities in addition to providing pre-paid online vouchers in Europe with its paysafecard and Ukash brands. Optimal Payments Plc is quoted on the London Stock Exchange's AIM, with a ticker symbol of OPAY. Subsidiary company Optimal Payments Ltd is authorised and regulated as an e-money issuer by the UK's Financial Conduct Authority (FRN: 900015).

For more information on Optimal Payments visit www.optimalpayments.com or subscribe at http://www.optimalpayments.com/media/email-alerts.

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For further information contact:

Head of Investor Relations 

Jessica Stalley

Optimal Payments Plc

+ 44 207 182 1707

[email protected] 

Canaccord Genuity Limited (Nominated Adviser & Broker)

Simon Bridges / Mark Whitmore

Tel: +44 (0) 20 7523 8000

Media Contacts - United Kingdom:

Simon Hudson/Andrew Dunn/Simon Fluendy

Tavistock Communications

+44 20 7920 3150

[email protected]

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CEO's Review

Introduction

We are pleased to report a strong performance across the business in the first half of the year with revenues up 40.2% to $223.0m (H1 2014: $159.1m) and adjusted EBITDA increasing 27.9% to $49.9m (H1 2014: $39.0m); this resulted in a 18.7% uplift of the Group's adjusted profit after tax to $37.3m (H1 2014: $31.4m). Reported profit after tax was $2.4m (H1 2014: $27.5m).

We have continued to deliver on a number of our key objectives, notably the integration of the US businesses we acquired last year which have significantly contributed to the growth of the Group and more recently completion of the acquisition of Skrill which is set to transform the business on a number of levels. In addition to this, we acquired the FANS business which has the potential to significantly enhance our mobile offering and capability and, have made good progress in the acquiring and issuing services divisions and a very positive response to the NETELLERGO! offering from ecommerce merchants outside of gambling which contribute to continued growth and diversification of revenue through time. These achievements have all been important strategic goals and we believe that the investment we have made in these and other areas will help to drive further growth.

The Group has one merchant, located and licensed in Europe, who represented 29.0% of total fee revenue in H1 2015 across all reportable segments and geographies. The majority of this revenue derives from the merchant's activities in Asia and has stabilised, having increased to 46.8% in H1 2014 as a result of the World Cup, and has been diluted by the inclusion of revenues from the US acquisitions. The Group provides services to this customer worldwide, the regulatory environment has continued to evolve and while this did not materially impact our revenues H1 2015, some uncertainty persists in this regard.

The Group derived approximately 46.2% of its revenue in H1 2015 from online gambling merchants with 53.8% from non-gambling merchants across a number of sectors, particularly within the NETBANX STP division with the incorporation of the portfolio of non-gambling merchants of Meritus last year. The acquisition of the US businesses has also balanced our geographic concentration with 43.2% of revenue generated in North America in H1 2015, 38.0% in Asia and the rest of the world and 18.8% in Europe.

NETELLER Stored Value ("SV")

The NETELLER SV business (comprising the NETELLER and Net+ prepaid card stored value offering) continued to perform well, despite the weakening of the Euro to the USD, with revenues up 20.1% to $49.8m (H1 2014: $41.4m) and a gross margin of 87.3% with underlying growth in customer metrics.

The card issuing services division (launched in toward the end of 2014) offers a variety of different programmes from white labelled cards to fully customised prepaid and multi-channel payment solutions, leveraging the Group's extensive experience in multi-currency issuance and settlement to create repeatable scalable processes to merchants. We recently announced our partnership with Revolut for the Launch of an Innovative Currency Exchange Solution. Optimal Payments delivers multi-currency, globally-accepted MasterCard enabling Revolut's customers to access their funds using either a virtual or physical card. Over the coming months we have a number of exciting programmes that are launching in the loyalty, sports and travel sectors which will ensure we close out 2015 with a number of successfully launched white-label prepaid programmes. Our Net+ product continues to grow with 190,000 cards issued and 90,000 cardholders active every month. NETELLERGO! which allows ecommerce merchants to offer their consumers the flexibility of access to indemnified alternative payment types to complete their purchases has been well received.

NETBANX Straight Through Processing ("STP")

The NETBANX STP business showed strong growth overall with revenue up 47.4% to $173.0m (H1 2014: $117.4m) and the gross margin adjusting to 37.1% weighted by the fast growing Meritus and GMA businesses and the contribution of our largest merchant. This increase was primarily attributable to strong growth from existing gambling and non-gambling merchants, as well as from new merchants launched during the year.

Principal Membership with Visa and MasterCard has enabled us to offer competitive acquiring services to merchants in the European Union. This business model underpins our confidence that NETBANX can continue to win business in all territories. In addition, we have the tools to enable merchants to access alternative payment types such as Apple Pay, MasterPass and Pingit to enhance the shopping experience for their customers using the most secure payment solutions available. We have continued to develop our acquiring services and will end the year ahead of the volume forecasts with the acquisition of new merchants that provide more a balanced mix to our portfolio.

Recognition

The Group's considerable achievements have been acknowledged in 2015 with a number of awards.

In June, the Net+ card was chosen as the top card in five categories at the Prepaid 365 Awards: Best Prepaid Card; Best General Spend Prepaid Card; Best Prepaid e-Wallet and Card; Best Gaming and Pay As You Go Prepaid Card. In May, NETBANX was named Best Payment Service Provider and NETELLER as Best Alternative Payment Solution at the Card not Present (CNP) Awards. Optimal Payments won 'Best Payments Company of the Year' at the eGaming Review North America Awards ceremony in April. NETELLER won 'Best Payment System' at the iGB Affiliate Awards and 'Corporate Services Supplier of the Year' at the International Gaming Awards in February.

We were proud to announce that Elliott Wiseman, our General Counsel & Chief Compliance Officer, won the Individual Award in the Regulatory (Financial Services) category at the European Counsel Awards 2015 in recognition of the considerable expertise he has shown in leading our legal and compliance functions since he joined the Group in 2011.

Acquisitions

The principal focus of corporate activity in this financial year has been on the acquisition of Skrill for a total consideration of €1.1bn ($1.2bn) and its associated funding. Skrill is one of Europe's leading digital payments businesses providing digital wallet solutions and online payment processing capabilities and is one of the largest pre-paid online voucher providers in Europe with its paysafecard brand.

In the period since the announcement of the transaction in March 2015, the equity element of the funding was accomplished through a fully underwritten rights issue with acceptances received from qualifying shareholders for almost 97% of the total new ordinary shares being offered, raising approximately £463m ($702m). In addition, a funding term loan of €500m ($548m) was successfully raised together with the arrangement of a $85m revolving credit facility. The acquisition completed on 10 August 2015, following receipt of regulatory approval from the UK's FCA, at which time the vendors of Skrill received the agreed cash consideration of €720m ($790m) and approximately 37.5 million new ordinary shares in Optimal Payments, representing 7.9% of the enlarged issued share capital of the Group. These shares are subject to lock-in arrangements for a period of 180 days from the date of issue.

Skrill's unaudited revenue was €155m ($173m) in the first half, representing year on year growth of 26% including Ukash, giving group pro forma revenue of approximately $400m in H1 2015. Skrill's growth is lower when reported in USD due to the adverse movement between the Euro and USD exchange rate during the period.

Management has continued to plan the integration of Skrill into the Group with a dedicated internal team addressing all aspects of combining the two groups and focusing in particular on the combination of Skrill's Stored Value businesses with NETELLER. Skrill's acquisition of Ukash, a pre-paid e-money payment provider, completed on 31 March 2015 and has been merged into the paysafecard business. As originally announced, the Group expects to generate some $40m of synergy benefits by the end of the first full year of ownership to 31 December 2016.

In addition to Skrill, the acquisition of Montreal based mobile platform developer FANS was concluded in May 2015, for a share consideration of approximately $13m. FANS' proven technology platform provides the Group with a white label, multi-level mobile wallet system including software to identify and analyse users based on their mobile behaviour. FANS has leading clients in the sports and entertainment sectors in Canada and other high profile venues and events including the Bell Centre in Montreal, one of the highest-traffic venues in the world with more than 1.5 million spectators annually. 

The acquisitions are set to significantly enhance the product offerings and the scale and market presence of the enlarged Group in addition to the benefit of customer and geographic diversification. We continue to assess M&A opportunities that provide a strategic fit at the right valuation to further accelerate earnings growth, diversify our business and, most importantly, deliver value to shareholders.

Current trading and outlook

The underlying business has continued to perform well in the second half, in line with full year expectations, and has been strengthened with the acquisition of Skrill in August 2015. We are now in a position to focus on seeking admission to the main market and inclusion in the FTSE 250 thereafter; I look forward to providing a further trading update on our performance at the Capital Markets Day in November.

Following the combination with Skrill, it is our intention to change the Group name and create a more distinctive brand for the combined business as a global payment and e-wallet provider. Work is well underway on a new name and visual identity for the combined Group and we expect that this will be finalised and communicated in the coming months.

Our Executive Management Team was strengthened through the appointment of Brian McArthur-Muscroft as Chief Financial Officer at the beginning of the year and, the enlarged Group will continue to have strong leadership, augmented by senior executives from Skrill. I would also like to acknowledge Stephen Shaper, who stepped down as a non-executive Director in August, and thank him for being a friend and trusted adviser over a number of years.

Finally, congratulations to the management team and all staff for their outstanding contributions, without which the Group's considerable successes of the past six months could not have been achieved.

Joel Leonoff

President & Chief Executive Officer

25 August 2015

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Financial Review

Introduction

The Group has delivered a strong performance in the first half of 2015 and we will continue to focus on generating controlled, sustainable and profitable growth across the enlarged business.

Group revenues increased by 40.2% to $223.0m (H1 2014: $159.1m) substantiated by the incorporation of revenues from Meritus and GMA in the US. Group revenues increased 10.9% on an organic constant currency basis (1).

Adjusted EBITDA increased 27.9% to $49.9m (H1 2014: $39.0m) and profit after tax increased by 18.7% to $37.3m (H1 2014: $31.4m); adjusted diluted EPS of $0.12 (H1 2014: $0.11); statutory fully diluted EPS of $0.01 (H1 2014: $0.10).

Revenue & gross profit

Group revenues increased by 40.2% to $223.0m (H1 2014: $159.1m), this growth was enhanced by the integration of the US businesses Meritus and GMA (acquired H2 2014) into the NETBANX STP division with both businesses trading strongly. Our largest merchant contributed 29.0% of overall revenue, diluted by the inclusion of revenues from the US businesses; we would expect the concentration of this revenue to reduce substantially as the Group continues to diversify. The Group's underlying growth was 23.8% on an organic constant currency basis excluding the volatility of the growth in the major merchant year on year.

NETELLER SV revenues increased by 20.1% to $49.8m (H1 2014: $41.4m) with underlying growth of 34.6% on a constant currency basis. The gross margin is reported at 87.3% which is consistent to H1 2014 - the principal direct costs of the NETELLER SV division that vary directly with revenue (included in cost of sales) are transaction related deposit and withdrawal fees and bad debts. Additionally, with the growth in customer signups, there are 'stepped' costs of additional headcount in the call centre and the risk department and marketing and promotions fees where VIP loyalty 'cash back' costs vary in line with VIP revenues.

NETBANX STP revenues increased by 47.4% to $173.0m (H1 2014: $117.4m) with underlying growth of 20.5% on an organic constant currency basis excluding the major merchant's revenue year on year. The gross margin fell to 37.1% (from 43.1% in H1 2014) incorporating the comparatively lower gross margin of the fast growing US businesses with the bulk of the direct processing costs being fees to acquiring banks and other intermediate processors.

Group revenue - by geography

Investment income of $0.2m (H1 2014: $0.3m) was derived from interest earned on the Group's cash and the cash held by the Group on behalf of merchants and members. The Group's gross profit, including investment income and cost of sale expenses, is reported at $107.9m (H1 2014: $86.8m). The overall gross margin is reported at 48.4% (H1 2014: 54.6%).

Non fee expenses

Operating expenses (salaries and employee expenses, technology and software, premises and office costs, professional fees, marketing and promotions, travel and entertainment, and bank charges) were $65.2m (H1 2014: $50.6m) largely driven by the US acquisitions. As a percentage of Group Revenues, operating expenses were 29.2% (H1 2014: 31.8%).

Salaries and employee expenses excluding share option expenses increased by approximately $5.9m with our headcount increasing by 186 heads year on year as at 30 June 2015 to 741 full-time employees, incorporating employees at the North American businesses (FANS, GMA & Meritus), with additions to headcount to strengthen our Finance, Operations, Risk and Compliance divisions overall. Share option expenses were $7.1m (H1 2014: $2.8m) related to share based payment transactions on the Group's LTIP and share options allocated to the management team and employees.

A foreign exchange loss of $5.8m was incurred (H1 2014: gain of $0.1m) due primarily to the unrealised loss recognised on forward exchange contracts entered into to hedge the Group's exposure to currency fluctuations on the cash raised in the rights offering versus the cash consideration payable for the Skrill group (per note 9 to the Group's financial statements).

Acquisition and restructuring costs of $16.5m incurred in the six months ended 30 June 2015 related primarily to the acquisition of Skrill.

Adjusted EBITDA

Adjusted EBITDA increased 27.9% to $49.9m (H1 2014: $39.0m) adjusted for exceptional non-recurring items, the current period has been impacted by exceptional items including expenses related to M&A and foreign exchange movements. The adjusted EBITDA margin at 22.4% (H1 2014: 24.5%) was slightly lower due to the incorporation of the high growth lower margin US businesses which impacted the mix overall.

Profit after tax

Depreciation and amortisation was $14.8m (H1 2014: $7.3m) which included $12.0m of amortisation of intangible assets (H1 2014: $4.8m) and $2.8m in depreciation of capital assets (H1 2014: $2.5m). Approximately $8.2m of the depreciation and amortisation charge relates to the assets acquired through the business acquisitions since 2011 (H1 2014: $1.6m); the NETELLER SV platform was launched at the end of 2010 and is being amortised over five years on a straight line basis. Finance costs were $2.7m (H1 2014: $0.0m), due to the debt incurred to fund the acquisitions of the US businesses in July 2014.

The Group earns income and pays tax principally in Canada, the USA, the UK and the Isle of Man. Tax liabilities in these countries are calculated on an arm's length basis in line with internationally recognised transfer pricing principles. The H1 2015 tax charge is $2.2m (H1 2014: $0.04m). The provision for income taxes at $3.5m (H1 2014: $4.0m) includes $4.0m in relation to Canadian withholding taxes that were deemed to have arisen on the relocation of assets to the Isle of Man from Canada in the 2004 and 2005 taxation years. Following a seven year investigation, the Canadian Revenue Agency (CRA) claimed that additional withholding taxes were payable by the Group. The provision in place at the beginning of the year has not been increased during the year as it is believed to represent the amount the group will likely be required to pay in respect of such withholding taxes and interest. Without this provision the Group's income tax asset at the balance sheet date would have been $0.5m.

The Group's adjusted profit after tax for the year increased by 18.7% to $37.3m (H1 2014: $31.4m); statutory profit after tax is reported at $2.4m (H1 2014: $27.5m).

Earnings per share

The growth in revenue and adjusted EBITDA has resulted in an increase of adjusted diluted EPS of 11.4% to $0.12 (H1 2014: $0.11) as compared to statutory fully diluted EPS which is reported at $0.01 (H1 2014: $0.10).

Adjusted diluted EPS is calculated based on adjusted profit after tax, reconciliation to unadjusted earnings is shown below. The weighted average number of shares in issue has been adjusted to exclude the impact of the rights issue (completed in May 2015) to finance the acquisition of Skrill which completed on 10 August 2015.

Cash position

Group cash and cash equivalents was $113.3m at 30 June 2015 (31 December 2014: $109.0m) - excluding cash raised on the rights issue of $685.3m to fund the acquisition of Skrill.

The reporting of cash and cash equivalents has been adjusted to include two new line items, settlement assets and cash held as reserves which are now separately disclosed in the financial statement to provide a more transparent analysis of the Group's cash position. As a result, cash and cash equivalents more accurately represents the cash that is in the Group's bank accounts and immediately available to the business. Cash held as reserves also includes processor and card scheme deposits that were previously disclosed in prepaid expenses and deposits.

Restricted NETELLER merchant and member cash balances are the excess of funds held that the Group is required to maintain in respect of the e-money issued to members and merchants over balances payable which are held in segregated accounts. Cash held as reserves represents the cash the Group is required to deposit with counterparties, which would include acquiring partners and card schemes, in order to transact with these institutions. Settlement assets represent gross transaction cash at acquirers and processors which will be remitted to the Group. There would ordinarily be a timing difference from the time that the transaction is confirmed to the remittance of these funds, the risk associated to this delay is managed via guarantees from banks and card issuers. Previously included in trade and other payables is a transient cash liability balance totalling $35.5m (H1 2014: $30.6m) that relates to transactions processed via the NETBANX gateway operations and security deposits held from the Group's bureau merchants. This item is now disclosed as a separate line item on the balance sheet, having previously being disclosed in the notes to the accounts; this represents gross transaction cash that has been received by the Group but not yet forwarded to the merchant.

Free cash flow was $29.9m at the end of H1 2015 (31 December 2014: $10.9m). Free cash flow is a non IFRS figure defined as operating cash flow after working capital movements, interest, tax and capital expenditure. In the consolidated statement of cash flows, working capital cash flow disclosure has been segmented to show movements relating to member and merchant cash which we refer to as payments working capital. Payments working capital represents cash flows that are not revenue or costs to the Group, constituted by movements in restricted cash balances, cash held as reserves, settlement assets and NETBANX merchant processing liabilities. Excluding payments working capital cash flows, free cash flow was $34.1m (H1 2014: $29.6m).

Long term debt

The Group's long term debt position was $117.0m at 30 June 2015 (31 December 2014: $127.0m) with principal payments of $10.0m made on the credit facility of $150.0m drawn in H2 2014 to partly fund the US acquisitions, consisting of a $100.0m term loan facility and a $50.0m revolving loan facility. The Group's long term debt position increased to $548.0m as at 10 August 2015 - to incorporate the credit facility of €500.0m secured to fund the acquisition of Skrill. The Group's original debt facility (of $150.0m) has been fully re-financed within this debt facility. The Group was in full compliance with its debt covenants.

Assets

Total current assets have increased to $877.8m (31 December 2014: $177.3m) incorporating the cash of $685.3m raised on the rights issue to fund the acquisition of Skrill and increased settlement assets. The balance of trade and other receivables increased to $17.1m (31 December 2014: $14.7m).

The net book value of intangible assets at 30 June 2015 was $75.1m (31 December 2014: $76.1m). This includes intangibles acquired from OP Inc. in 2011, from Meritus and GMA in 2014, and most recently, FANS in May 2015 (per note 16 to the Group's financial statements). Management considered that the carrying value of these acquired assets did not need to be impaired. During the period, the Group continued to incur development costs to add new functionality to the NETELLER SV and NETBANX STP platforms and have determined that no impairment was required in relation to its platforms.

Liabilities

Total current liabilities increased to $152.6m at 30 June 2015 (31 December 2014: $113.6m) attributed in large part to the recognition of a $28.9m liability on the forward exchange contract described above (per note 9 to the Group's financial statements). In addition, there was an increase in the current portion of the share consideration payable of approximately $4m resulting from the acquisition of FANS during the period (see note 16). The balance of the increase in current liabilities is due to the volatile nature of the NETBANX merchant cash processing liabilities (to $35.5m at end June from $30.5m at end 2014) relating to the remittance of transient cash to NETBANX merchants.

Off balance sheet arrangements

As of 30 June 2015, the Group had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

(1) Organic growth is stated assuming acquired businesses were owned in the prior period. Constant currency growth is calculated assuming foreign exchange rates remain unchanged from the prior period.

Brian McArthur-Muscroft

Chief Financial Officer

25 August 2015

Accompanying notes form part of these condensed consolidated interim financial statements

Accompanying notes form part of these condensed consolidated interim financial statements

The directors consider that all results derive from continuing operations

Accompanying notes form part of these condensed consolidated interim financial statements

Accompanying notes form part of these condensed consolidated interim financial statements

1. BASIS OF PREPARATION

These condensed consolidated interim financial statements of Optimal Payments PLC ("the Company") and its subsidiaries (together referred to as "the Group") have been prepared on the going concern basis. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

The principal operating currency of the Group is US dollars and accordingly the financial statements have been prepared in US dollars. The interim results for the period ended 30 June 2015 are unaudited and do not constitute statutory accounts within the meaning of the Companies Acts 1931 to 2004. The statutory accounts of Optimal Payments Plc for the year ended 31 December 2014 contain an unqualified audit report. Copies can be obtained from the Registered Office of the Company, Audax House, Finch Road, Douglas, Isle of Man, IM1 2PT.

2. STATEMENT OF COMPLIANCE

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting". They do not include all of the information required for the full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2014. However, selected explanatory notes are included to explain events and transactions that are significant to gain an understanding of the Group's financial position and performance since the last annual consolidated financial statements. The accounting policies and methods of computation used in the condensed interim consolidated financial statements are consistent with the most recent annual financial statements with the exception of changes made in the period relating to the presentation of various transient funds resulting from transaction processing previously grouped within cash and cash equivalents.

The following accounting policies have been included in the condensed interim consolidated financial statements:

Settlement assets

Settlement assets result from timing differences in the Group's settlement process. These timing differences arise primarily as a result of settlement amounts due from financial institutions and other payment processors. These amounts are typically funded to the Group within days from the transaction processing date.

Cash held as reserves

The Group has agreements with various financial institutions for the settlement of payment transactions. Under the terms of these agreements, the Group is required to maintain certain amounts as reserves, which may be applied against any amounts for which the financial institutions would be entitled for reimbursement.

Prior year financial information has been represented to conform with current year presentation where applicable.

These condensed consolidated interim financial statements were approved by the Board of Directors on 25 August 2015.

3. INTANGIBLE ASSETS

$3,309,250 was incurred on the ongoing development of the Group's online payment processing platforms for the six months ended 30 June 2015 (2014: $2,463,493).

An additional $7,700,000 of intellectual property was acquired through the business acquisition described in Note 16.

The Board have determined that there has not been any indication of impairment in the six month period ended 30 June 2015 given the continued strong performance of the Group's payments processing platforms.

4. PROPERTY, PLANT & EQUIPMENT

There were $3,740,731 of additions to property, plant & equipment for the six months ended 30 June 2015 (2014: $2,905,328) related to the expansion of the Group's facilities and data processing equipment. An additional $69,965 of property, plant & equipment was acquired pursuant to the business acquisition described in Note 16.

In the six months ended 30 June 2015, $57,378 (2014: $98,901) of investment tax credits (ITCs) received were recorded against depreciation and amortisation expense since the assets giving rise to the ITCs were fully amortised.

5. RESTRICTED NETELLER MERCHANT CASH

The Group maintains bank accounts with the Group's principal bankers which are segregated from operating funds and which contain funds held on behalf of Merchants, representing pooled Merchant funds. Balances in the segregated accounts are maintained at a sufficient level to fully offset amounts owing to the Group's Merchants. A legal right of offset exists between the balances owing to the Merchants and the cash balances segregated in the client accounts. As such, only the net balance of surplus cash is disclosed on the Statement of Financial Position as Restricted NETELLER Merchant Cash.

The Group had the following balances:

6. RESTRICTED NETELLER MEMBER CASH

In compliance with the Financial Conduct Authority (FCA) rules and regulations, the Group holds Qualifying Liquid Assets at least equal to the amounts owing to Members. These amounts are maintained in accounts which are segregated from operating funds. As a legal right of offset exists between the balances owing to the Members and the cash balances segregated in the member accounts, the prior year presentation in the Consolidated Statement of Financial Position has been updated and only the net balance of surplus cash is disclosed on the Consolidated Statement of Financial Position as Restricted NETELLER Member cash.

The Group had the following balances:

7. SHARE CAPITAL

Holders of the ordinary shares are entitled to receive dividends and other distributions, to attend and vote at any general meeting, and to participate in all returns of capital on winding up or otherwise.

Holders of the deferred shares are not entitled to vote at any annual general meeting of the Company and are only entitled to receive the amount paid up on the shares after the holders of the ordinary shares have received the sum of £1,000,000 for each ordinary share held by them and shall have no other right to participate in assets of the Company.

Issue of ordinary shares

The Company raised total gross proceeds of approximately £463 million (approximately £436 million net of expenses of the Rights Issue) (approximately $702 million and $660 million respectively) through the issue of 272,495,506 New Ordinary Shares by way of the Rights Issue and the subsequent Rump Placing.

Pursuant to the Rights Issue, 263,685,643 New Ordinary Shares were issued by way of rights to Qualifying Shareholders (other than, subject to certain exceptions, to Excluded Shareholders) to subscribe for New Ordinary Shares at an Offer Price of 166 pence per New Ordinary Share payable in full on acceptance by no later than 11.00 a.m. on 1 May 2015. The Offer Price represents:

The Rights Issue was made on the basis of 5 New Ordinary Shares at 166 pence per New Ordinary Share

for every 3 Existing Ordinary Shares held by and registered in the name of each Qualifying Shareholder at 5.00 p.m. on the Record Date, and in proportion to any other number of Existing Ordinary Shares each Qualifying Shareholder then holds.

An additional 8,809,863 New Ordinary Shares were issued at a price of 290 pence per New Ordinary Share by way of a Rump Placing to subscribers for shares not validly taken up in the Rights Issue.

Additionally, 1,382,412 ordinary shares were issued during the six months ended 30 June 2015 as a result of the exercise of vested options under the ESOS and LTIP plans (see Note 13).

303,097 ordinary shares were also issued during the six months ended 30 June 2015 as a result of the acquisition of FANS Entertainment Inc. (see Note 16)

8. LONG-TERM DEBT

The Group had the following balances:

The Group's credit facility of $150 million provided by Bank of Montreal consists of a $100 million term facility and a $50 million revolving facility. The term facility bears interest at US prime rate plus a premium varying from 0.25% to 1.50% or at a LIBO rate plus a premium varying from 1.75% to 3.00%, matures on 23 July 2017, and is repayable in quarterly instalments of $5 million starting in September 2014 up to the maturity date. The revolving facility can be used for the financing of a portion of the permitted acquisitions in a maximum amount of $41 million and general corporate purposes including the issuance of letters of credit. The revolving facility has no specified terms of repayment and it bears interest and matures on the same basis as the term facility. Amounts of $100 million and $41 million were drawn down from the term facility and revolving facility, respectively, on 23 July 2014 in order to fund the Meritus and GMA acquisitions. For the six months ended 30 June 2015, principal repayments amounted to $10 million and $Nil on the term facility and revolving facility, respectively (31 December 2014 - $10 million and $4 million respectively).

As at 30 June 2015, the Group has approximately $9 million outstanding in issued letters of guarantee in relation to various performance bonds drawn from the revolving facility.

Under the terms of the loan agreement, the Group must satisfy certain restrictive covenants including minimum financial ratios. These restrictions are composed of ratios of funded debt to EBITDA, funded debt to capitalization and fixed charge coverage ratio. EBITDA, a non IFRS measure, is defined in the Credit Facility on a consolidated basis, as total comprehensive profit attributable to the owners of the Group before interest expense, income taxes, depreciation, amortization, gains or losses from asset dispositions, gains or losses from extraordinary items and non-recurring transaction costs related to the acquisition of Meritus and GMA, non-cash share option expenses and gains or losses relative to foreign exchange or derivative instruments, plus (or minus) the historical EBITDA of any businesses acquired (or sold) during the reporting period. As at 30 June 2015, all debt covenant requirements and exemptions have been respected.

The Group's credit facility was refinanced on 10 August 2015 (Note 17).

9. FORWARD EXCHANGE CONTRACTS

On 23 March 2015, the Group entered into certain forward exchange contracts to hedge its cash flow exposure with respect to currency fluctuations between the cash raised through the Rights Offering (Note 7) in Great Britain Pound ("GBP") vs the cash consideration payable for the anticipated business acquisition (Note 17) in EURO ("EUR").

The forward exchange contracts entered into included commitments to buy €515 million and $82 million in exchange for GBP at varying rates ranging from 1.36308 to 1.35239 GBP:EURO and 1.47947 to 1.47344 GBP:USD between the period of 11 May 2015 and 23 September. The contract include a variable timing settlement feature to allow for the then unknown completion date of the transaction, which was 10 August 2015 as disclosed in Note 17. The contracts were contingent upon completion of the acquisition and would otherwise expire at no cost to the Group in the event the transaction had not completed.

The Group has not elected to adopt hedge accounting for this transaction in accordance with IAS 39.

The instrument is carried at fair value using a currency valuation model and is classified as a level 2 investment in accordance with IFRS fair value hierarchy. As at 30 June 2015, an unrealized loss of approximately $29 million on the forward exchange contract was recognized in the accounts and included in foreign exchange loss. During the same period, the Group recognized an unrealized foreign exchange gain of approximately $25 million on the £436 million ($685 million) cash position raised from the Rights Offering and held in GBP in anticipation of the settlement of the forward exchange contracts described above.

10. TRADE AND OTHER PAYABLES

The Group had the following balances:

11. NETBANX MERCHANT PROCESSING LIABILITIES

The NETBANX Merchant processing liabilities arise from the operations of the NETBANX division totaling $35,526,903 (31 December 2014: $30,591,159). In addition, an equivalent transient amount relating to Merchant transactions processed via the straight-through processing operations is included in cash and cash equivalents and settlement assets. The operations do not fall within the EU definition of "e-money" nor does a legal right of offset exist between this cash and the corresponding NETBANX Merchant liabilities.

12. OPERATING SEGMENTS

The Group has two operating segments as disclosed below. For each of the segments, the Group's CEO reviews internal management reports on at least a quarterly basis. The following summary describes the operations in each of the Group's reportable segments.

NETELLER: fees are generated on transactions between Members and Merchants using the NETELLER service and Net+ prepaid cards.

NETBANX: fees are generated through the NETBANX and NETBANX Asia straight-through processing platforms where customers send money directly to Merchants.

Information regarding the results of each reportable segment is included below.

Segmented reporting for the six months ended 30 June 2015:

Segmented reporting for the six months ended 30 June 2014:

Processing costs and bad debts are the only two costs which vary directly with revenue, and accordingly have been shown separately as variable costs. For the six months ended 30 June 2015, variable costs for NETELLER and NETBANX were 13% (2014: 13%) and 63% (2014: 57%) of revenue respectively.

Net assets have not been presented in the segmented information since significant assets and resources throughout the Group serve both reporting segments and would not reasonably be allocable between the two.

Major Merchants

The Group has one Merchant who represented 29% of total fee revenue for the six months ended 30 June 2015 (2014: 47%) across all reportable segments and geographies. The majority of this revenue comes from Asia.

13. SHARE BASED PAYMENTS

The Company adopted the unapproved equity-settled share option plan ("ESOS") pursuant to a resolution passed on 7 April 2004 and amended by the Board on 15 September 2008. The 2008 amendment included the addition of a new 'approved' plan for UK based employees. Under the 'approved' and 'unapproved' plans, the Board of Directors of the Company may grant share options to eligible employees including directors of Group companies to subscribe for ordinary shares of the Company.

No consideration is payable on the grant of an option. Options may generally be exercised to the extent that they have vested. Options vest according to the relevant schedule over the grant period following the date of grant. The exercise price is determined by the Board of Directors of the Company, and shall not be less than the average quoted market price of the Company shares on the three days prior to the date of grant. Subject to the discretion of the Board share options are forfeited if the employee leaves the Group before the options vest. The ESOS options granted vest on the third anniversary of the date of grant and lapse a further six months after vesting.

The Company also adopted the Long Term Incentive Plan ("LTIP") which took effect from 1 January 2010. These LTIP options vest in one tranche based on future performance related to EBITDA targets determined each year and subject to continued employment over the remaining vesting period. Vested options lapse on the tenth anniversary of the date of grant. On July 9, 2014, the board granted 3,000,000 "special" LTIP options which vest in three tranches based on future performance related to share price targets.

For the six month ended 30 June 2015, the Group recognised total expenses of $7,094,621 (2014: $2,756,833) related to share-based payments transactions which are included in salaries and employee expenses.

Changes in the number of ESOS and LTIP options outstanding are detailed in the tables below:

ESOS

The ESOS options outstanding at the end of the period had a weighted average exercise price of £1.25 (31 December 2014: £1.73) and a weighted average remaining contractual life of 1.64 years (31 December 2014: 1.66 years). The weighted average share price of ESOS options exercised in the period based on the date of exercise was £4.36 (31 December 2014: £3.95).

During the period, 762,797 additional options were granted to holders of ESOS options previously granted as a result of the Rights Offering (Note 7).

LTIP

The LTIP options outstanding at the end of the period had an exercise price of £0.0001 and a weighted average remaining contractual life of 8.5 years (31 December 2014: 8.8 years). The weighted average share price of LTIP options exercised in the period based on the date of exercise was £4.49 (31 December 2014: £4.33).

During the period, 4,737,050 additional options were granted to holders of LTIP options previously granted as a result of the Rights Offering (Note 7).

Assumptions used in ESOS and LTIP options pricing model

The fair value of options granted under the ESOS was determined using the Black-Scholes pricing model that takes into account factors specific to this plan, such as the expected life and vesting period. The following table shows the principal assumptions used in the valuation:

The fair value of the "special" options granted under the LTIP was determined using a bespoke Monte Carlo pricing model that takes into account the market-based performance conditions specific to this plan. The following table shows the principal assumptions used in the valuation:

Expected volatility was determined by calculating the historical volatility of the Company's share price from the time of issue to the date of grant.

Due to the nominal exercise price of the LTIP options and that option holders are entitled to receive a benefit by reference to the value of dividends that would have been paid on vested shares during the vesting period, the regular options granted under the 2014 LTIP were valued based on the share price at the date of grant.

14. RESTRUCTURING COSTS

The Group incurred certain restructuring costs relating the reorganisation of its cost structure. Severance was paid to employees as a result of operational changes to the Group's business in order to streamline operations and remain competitive in challenging markets. Additional restructuring costs were incurred in the period for specific persons hired to reorganise the business and various professional fees relating to the anticipated acquisition described in Note 17.

The Group incurred the following costs:

15. ADJUSTED EBITDA

Adjusted EBITDA is defined as results of operating activities before depreciation and amortisation and exceptional non-recurring items which are defined as items of income and expense of such size, nature or incidence, that in the view of management their disclosure is relevant to explain the performance of the Group for the period.

Adjusted EBITDA is not a financial measure calculated in accordance with IFRS as adopted by the EU. The presentation on these financial measures may not be comparable to similarly titled measures reported by other companies due to the differences in the ways the measures are calculated.

16. BUSINESS ACQUISITION

On 22 May 2015, the Group acquired 100% of the shares of FANS Entertainment Inc. ("FANS"), a Montreal-based mobile platform developer founded in 2011, for a consideration of CAD$16 million (approx. US$13 million), payable to the vendors by issuing shares in a subsidiary of Optimal Payments (the "Consideration Shares") which are exchangeable on a one-for-one basis into shares of Optimal Payments over the next three years, a portion of which are subject to the satisfaction of certain financial performance criteria. The total number of Consideration Shares issued to the vendors was 3,163,633.

The FANS Platform is a fully-integrated solution which helps venues and content providers engage their fans while monetising these services. It is a white-label, multi-level mobile wallet system including a management software and analytics suite, as well as operational and public apps. It can identify users based on mobile behaviour, providing invaluable consumption metrics. 

FANS provides the Group with a proven technology platform and an experienced management team that will remain in place. FANS has leading clients in the sports and entertainment sectors in Canada and other high-profile venues and events. The acquisition further strengthens Optimal Payments' position in the mobile sector of the online payments industry and also provides an entry point into the events market.

ConsiderationThe purchase price allocation was determined using the information available, evaluations obtained and fair value assessments performed by the Group's management. The following table summarises the consideration paid for FANS and the fair value of the assets acquired and liabilities assumed recognised at the acquisition date.

a At closing date, the number of Optimal Payments shares equal to CAD $16,000,000 was determined to be 3,163,633 shares, of which 790,098 are contingent upon the satisfaction of certain financial performance criteria. The estimated fair value of this deferred and contingent consideration at the acquisition date was determined using liquidity discounts reflecting the lack of marketability during the lockup period.

As at 30 June 2015, fair value of the share consideration payable is $7,349,959, of which $705,959 has been included in the current liabilities representing the remaining balance able to be converted into Optimal Payments shares within the next twelve months. The fair value of the contingent consideration is valued at $2,084,000.

b Prior to acquiring FANS, a company within the Group made an interest-bearing loan in the amount of $1,112,352 to FANS in support of its operating working capital requirements. Following the acquisition, the amounts were eliminated upon consolidation.

FANS revenues of $0.03 million and net loss incurred of $0.12 million are included in the condensed consolidated interim statement of comprehensive income from the date of acquisition. The Group's consolidated revenues and net loss for the period ended 30 June 2015 would have included $0.17 million and $0.65 million, respectively, had the FANS acquisition occurred on 1 January 2015.

On 22 June, 303,097 Consideration shares were converted into shares of the Company.

The Group incurred acquisition-related costs of approximately $270,000 to 30 June 2015 which were expensed in the period relating to this transaction.

17. POST-BALANCE SHEET EVENTS

Business Acquisition

On August 10, 2015, the Group acquired all of the interest of the Skrill Group ("Skrill") for an enterprise value of €1.1 billion ($1.2 billion) from Sentinel Group Holdings S.A., ultimately owned by funds managed and advised by subsidiaries of CVC Capital Partners SICAV-FIS S.A., Investcorp Technology Partners, and other shareholders. Skrill is one of Europe's leading digital payments businesses providing digital wallet solutions and online payment processing capabilities and is one of the largest pre-paid online voucher providers in Europe with its paysafecard brand.

A subsidiary of Optimal Payments, Netinvest Limited, acquired the entire issued share capital of Skrill in exchange for €720 million ($790 million) cash and 37,493,053 New Ordinary Shares. Following Completion, Sentinel Group Holdings S.A. or its shareholders own approximately 7.9% of the Enlarged Share Capital of the Enlarged Group.

The value of the equity consideration for Skrill was €135 million ($148 million), based on the theoretical ex-rights price of the Rights Issue, which together with the cash consideration and the net debt of Skrill as at 31 December 2014 of €256 million ($277 million) gives an enterprise valuation of Skrill of approximately €1.1 billion ($1.2 billion).

The Directors of Optimal Payments believe that the Acquisition will be transformational and value enhancing for Optimal Payments and will create a leading payment and digital wallet provider with significant international scale and reach that is well positioned to capitalise on the substantial and growing payment processing and digital wallet markets, particularly within the rapidly expanding online gambling sector. The Acquisition will futher diversify the Group's merchant portfolio and geographic reach. Furthermore, the Acquisition provides the Group with a strong financial rationale and substantial potential synergies and is expected to be EPS accretaive from the first full fiscal year following completion.

The acquisition includes intellectual property, customer contracts and supplier and customer lists and the

Group is currently in the process of determining the fair value of the assets acquired and as such, the disclosures required by IFRS 3 Business Combinations have not been prepared.

The cash consideration was financed through a combination of available cash, new debt facilities and a fully underwritten Rights Issue. Bank of Montreal, Barclays Bank PLC and Deutsche Bank Luxembourg S.A. have provided financing for the Acquisition via credit facilities of €500 million ($548 million) term loans and $85 million revolving facility. As a result of the Acquisition and new debt facilities, the Group's existing debt facility with Bank of Montreal (Note 0) has been fully re-financed.

The Group raised approximately £463 million ($702 million) through a Rights Issue of New Ordinary Shares at 166 pence per share for every 3 Existing Ordinary Shares (Note 7). The Rights Issue was fully underwritten by Canaccord Genuity, Deutsche Bank and BMO Capital Markets.

The Group incurred acquisition related costs of approximately $12 million during the six months ended 30 June 2015 which were expensed in the period relating to this transaction.

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