28th Feb 2013 12:45
For immediate release
Optimal Payments Plc (the "Company")
Issue of Equity
Thursday 28 February 2013 - Optimal Payments Plc (AIM: OPAY) announces that on 27 February 2013 the Company issued 5,585,793 ordinary shares of 0.01 pence each in the Company (the "Ordinary Shares") in respect of part of the deferred consideration for the acquisition of substantially all of the business and assets of the OP Group from a consortium of investors including Joel Leonoff and a number of other parties (the "Vendors") which was announced on 20 January 2011 (the "Acquisition").
Under the terms of the Acquisition and as part of the consideration, the Company agreed to pay US$20.0 million in cash plus accrued interest (the "Loans") to the Vendors on or about April 2013, subject to any purchase price clawback following a failure to achieve certain performance conditions in each of the calendar years 2011 and 2012 (the "Performance Conditions").
Under a separate warrant agreement, subject to satisfaction of the Performance Conditions, the Vendors have the right to convert the Loans into Ordinary Shares within prescribed exercise periods which end on or around April 2013 at a premium of 6% to the issue price of the original consideration shares of 59.15 pence up to a total subscription price of US$10.0 million plus interest, and at a premium of 12% to the issue price of the original consideration shares of 59.15 pence up to a total subscription price of a further US$10.0 million plus interest.
As a result of the Performance Conditions having been achieved, the Company has agreed that the Vendors may now convert the Loans into Ordinary Shares on the terms previously agreed.
On 22 February 2013, one of the Vendors, 897032 Alberta Inc., representing 33.78% of the Loans, gave notice to the Company that it wished to convert its portion of the Loans (amounting to $7,710,661 (including accrued interest) into Ordinary Shares. For the avoidance of doubt, the Vendor that is converting its portion of the Loans into Ordinary Shares, as set out above, does not include Joel Leonoff.
As a result, the Company has issued 5,585,793 Ordinary Shares to 897032 Alberta Inc., and following this, the Company has now satisfied in full its obligations in respect of 897032 Alberta Inc.'s interest in the Loans.
Application has been made for the admission to trading of these 5,585,793 Ordinary Shares on the AIM Market of the London Stock Exchange and it is expected that such admission will occur on 5 March 2013 ("Admission").
Following Admission, the Company will have 141,864,494 ordinary shares in issue with voting rights.
For further information contact:
Optimal Payments Plc
Andrew Gilchrist EVP Corporate Affairs + 44 (0) 1624 698 713
Email: [email protected]
Canaccord Genuity Limited + 44 (0) 207 523 8000
Simon Bridges
Cameron Duncan
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Paysafe Group