Proposed Acquisition, Change of Name and Placing

AimShell Acquisitions Plc

(the "Company")

 Proposed Acquisition of Mi-Pay Limited, Change of name to Mi-Pay plc, Placing of 1,428,027 new Ordinary Shares at 41 pence per share

and

 Admission of the Enlarged Group to AIM

AimShell Acquisitions plc is pleased to announce that a circular, comprising an admission document and a notice of General Meeting, will today be posted to shareholders. Defined terms in this announcement have the same meaning as those in the Admission Document.

AimShell has agreed (conditional on approval at the General Meeting, and on Admission), to acquire Mi-Pay Limited for a total consideration of £9 million, to be satisfied by the issue of new Ordinary Shares in AimShell. This proposed acquisition would constitute a reverse takeover under the AIM Rules for Companies, and therefore requires approval from shareholders at the General Meeting. Mi-Pay is a UK-registered and headquartered private company that specialises in providing fully outsourced payment services for global mobile operators, thereby facilitating direct top up payments for Operators' prepaid mobile telephone and data services. For the 12 months ended 31 December 2013 Mi-Pay recorded revenues of approximately £3.3 million and a loss after tax of approximately £1.8 million. As at 31 December 2013, Mi-Pay had net liabilities of approximately £1.7 million.

The Admission Document will be available on the Company's website, www.aimshell.co.uk later today, and contains details of the proposed Acquisition and Placing, as well as information on the proposed acquisition target, Mi-Pay Limited. A copy of the Admission Document will be posted to shareholders today.

Enquiries:

Introduction

On 23 November 2012, the Company completed the disposal of its former trading business and subsidiaries (the Autoclenz business) to a group of buyers comprising the Autoclenz management and external investors for total consideration of £3 million in cash and a £1 million loan note. This transaction constituted a fundamental disposal under Rule 15 of the AIM Rules and the Company therefore became an investing company and changed its name to AimShell Acquisitions plc.

Since the fundamental disposal, the Directors have reviewed approximately 25 potential investment

opportunities, with the aim being to locate and ultimately acquire a business with a UK base that has the potential to grow and generate significant returns for shareholders. On a number of occasions the valuation expectations of the incumbent shareholders of the target have been considered unrealistic, however the Directors are pleased to announce that a deal has been agreed with the Principal Vendors of Mi-Pay under which, conditional on approval at the General Meeting, AimShell will acquire the entire issued share capital of Mi-Pay.

The Directors believe that the proposed acquisition of Mi-Pay is in line with the Company's investing policy, and that Mi-Pay is an exciting business targeting a rapidly growing market utilising a strong and experienced management team and with a market leading product offering. The Directors and Proposed Directors believe that admission of Mi-Pay to trading on a public market (by way of reverse takeover of the Company) will be beneficial for Mi-Pay as they believe it will:

· increase the commercial profile of Mi-Pay;

· ensure Mi-Pay is better placed to attract, recruit and retain key employees;

· enable Mi-Pay to incentivise employees through the grant of options over publicly traded shares; and

· in due course provide a market for the sale of shares by existing shareholders and may assist in attracting new investors.

Information on Mi-Pay

Mi-Pay is a UK-registered and headquartered private company that specialises in providing fully outsourced payment services for global mobile operators, thereby facilitating Direct Top Up payments for Operators' prepaid mobile telephone and data services.

Mi-Pay has a particular expertise in assessing and mitigating fraud risks whilst optimising the direct top up journey for consumers and reducing non-fraudulent transaction rejection rates. This expertise allows Mi-Pay to offer outsourced services that are fully indemnified (subject in most cases to certain limits) against fraud, which adds significant value to the Mi-Pay proposition for its customers, and is believed to be a key competitive advantage. This enables the operator to fully utilise its existing brand and values in a risk free manner.

 Mi-Pay has built up significant technical and industry expertise and is a recognised leader in the mobile top up space. Mi-Pay's expertise in the identification and prevention of fraudulent transactions (whilst optimizing the mobile user's customer experience) is extensive and the systems and processes in place allow Mi-Pay to achieve fraudulent transaction rates and payment authorisation rates that the Directors believe are superior to its competitors. Analysis undertaken in 2013 showed that, benchmarked against 4 telecoms service companies, Mi-Pay's platform achieved the lowest proportion of fraudulent transactions, whilst its payment authorisation rate was the highest - showcasing its ability to reduce fraudulent transactions whilst simultaneously enhancing the customer experience.

Products and Services

Prepaid Top Up and Recharge

Mi-Pay's core service is providing top up solutions and associated services for prepaid mobile phones. These services are provided primarily to Operators globally, on a 'white label' basis.

Mi-Pay provides the interfaces experienced by the end user, on a white labelled basis, as well as providing the payment processing systems and security protocols that allow prepaid users to top up their mobile account.

A variety of methods ("Channels") for topping up mobile phone accounts are available to customers,

including:

· Web - end users can log on to a white labelled secure website from any internet enabled device;

· On-device - includes a number of channels such as web pages optimised for mobile devices, USSD and SMS top ups;

· Other - includes IVR (Interactive Voice Response), a phone number that can be dialled from any phone and used to top up a specified account primarily via the Operator's existing call centre platform; and

· Social media applications (e.g. Facebook©) - recently launched, these are applications integrated into social media that allow users to top up without leaving the social media environment. This has been shown to increase top up transaction values for Operators by up to 20 per cent.

Of £3.3 million total revenue in the year to 31 December 2013, £2.4 million was derived from prepaid top up transactions, whilst a further £0.5 million was derived from services associated with prepaid top up. The remaining £0.4 million of revenue is attributable to other payment related services.

Placing

The Company proposes, conditional upon Admission, to raise £585,491 by way of a placing of new Ordinary Shares. The Placing Shares will represent approximately 4.23 per cent. of the Enlarged Share Capital at Admission.

James Leek, Michael Dickerson, John Beale, Seamus Keating and Allen Atwell are each subscribing for 121,951 shares under the Placing, save for Seamus Keating who is subscribing for 243,903 shares. The participation in the Placing by James Leek and these Proposed Directors is classed as a related party transaction under the AIM Rules, and as such the independent director of the Company (in this case, Michael Stone) is required to consider whether the related party transaction is fair and reasonable insofar as shareholders are concerned. Michael Stone, who is not participating in the Placing, having consulted with Zeus Capital, the Company's nominated adviser, has concluded that the participation of James Leek and those certain Proposed Directors in the Placing is fair and reasonable insofar as shareholders are concerned.

The net proceeds of the Placing are approximately £585,491, and will provide additional working capital for the Enlarged Group.

Board

The Board currently comprises of the following directors:

James Anthony Leek (Chairman, aged 69)

James Leek, aged 69 joined the board in January 2009. He is a chartered accountant with extensive

experience in the management and growth of smaller companies. James will not remain as a Director of the Enlarged Group following Admission.

Michael Stone (Non-Executive Director, aged 61)

Mike is a chartered accountant aged 61 and was appointed as Non-Executive Director at Autoclenz (now AimShell) in December 2005, and is Chairman of the Audit and Remuneration Committees.

Mike is a former Corporate Finance Partner of Ernst & Young LLP and has extensive experience working with both public quoted and private companies in a broad range of sectors. He currently operates as a business consultant through his own practice, MJS Consulting Services LLP, and as a Non-Executive Director.

Mike will remain as a Director of the Enlarged Group following Admission.

Proposed Directors

Seamus Declan Keating (Non-Executive Chairman, aged 50)

Seamus Keating has over 20 years' experience in the global technology sector in both finance and

operational roles and was a main board director of Logica plc from 2002 until April 2012. He was Logica plc Chief Financial Officer from 2002 until 2010 when he became Chief Operating Officer and head of its Benelux operations. He also chaired the Group's worldwide Financial Services practice. Having implemented a major restructuring plan in the Benelux region, he left Logica plc, ahead of its acquisition by CGI of Canada, to take up a portfolio career. Prior to his role at Logica, he worked for the Olivetti Group from 1989 until 1999 in senior finance roles in the UK and Italy.

Mr. Keating was non-executive director and chairman of the audit committee of Mouchel plc from November 2010 to September 2012. He is chairman of First Derivatives plc, a provider of software and consulting services to the global capital markets. He is the Senior Independent Director and chairman of the Audit Committee at Al Noor Hospitals Group plc. He is also a non-executive director of BGL Group Ltd, one of the largest personal insurance group's in the UK. Mr Keating is a fellow of the Chartered Institute of Management Accountants.

Michael Clay Dickerson (Chief Executive Officer, aged 47)

Michael Dickerson joined Mi-Pay's board of directors in 2008 and has been the executive chairman of the board since 2009, more recently assuming the role as CEO. Michael is an experienced telecoms executive with a track-record of signing more than 200 large size deals with mobile operators worldwide. Furthermore he is a serial entrepreneur and has successfully developed and sold a number of start-up companies within the ICT industry, such as Telefaction, Xichlo, Actimizer and Broadgate Capital.

John Nicholas Beale (Chief Financial Officer, aged 39)

John Beale has over 10 years of experience in the IT Managed Services and Telecoms sectors, working specifically in growing entrepreneurial businesses undergoing both organic and inorganic change. As an ACMA qualified accountant and graduate in Mathematics with Economics, John has held the position as CFO of Evoxus, Telinet and niu-solutions in VC backed, leveraged environments focusing specifically on understanding and delivering the corporate control and commercial understanding requirements of Companies in high growth technology markets. John joined Mi-Pay in February 2011.

Allen William Atwell (Chief Technology Officer, aged 59)

Allen Atwell is an IT/Telecoms technologist with 30 years experience in both multi-nationals and private companies going public. Starting as a software engineer with Texas Instruments he then progressed to Telecom Engineering manager Digital Equipment, R&D Director AT&T Bell Labs in Paris, Director Technology at SWIFT then Vice President EMEA Telecom Consulting with Oracle. With private companies Allen held CTO positions with Trader Corp, MessageLabs and Digitalia Consulting. Allen joined Mi-Pay in December 2013.

Gavin Duncan Paul Breeze (Non-Executive Director, aged 53)

Gavin Breeze is a successful entrepreneur and investor in the electronics payment space and has served as a director at a number of companies in that sector. Gavin co-founded DataCash Group Plc of which he was a director, and which was sold to MasterCard® in 2010. Gavin was a non-executive director of Envoy Services Limited which was sold to Worldpay in 2010 and is a non-executive director of Proxama PLC and serves on the boards of a number of companies in his home base of Jersey. Gavin has a degree in History from the University of Cambridge.

Edward William Anthony Lascelles (Non-Executive Director, aged 38)

Ed Lascelles began his career by advising quoted UK companies on IPOs, takeovers and other corporate transactions, first with Charterhouse Securities and then ING Barings. Companies ranged in value from £10 million to £1 billion, across the healthcare and technology sectors among others. In 2004, Ed joined Albion Ventures (then part of Close Brothers Group). Albion Ventures is an established manager of Venture Capital Trusts, typically investing £1-10 million in the technology, healthcare, travel & leisure and renewables sectors, amongst others. Ed became a partner in 2009 and is responsible for a number of Albion's technology investments, including Mi-Pay.

Change of Name

It is proposed to change the name of the Company to Mi-Pay plc with effect from the General Meeting. Following the change of name the Company will not issue new share certificates to those Shareholders holding shares in certificated form. Existing share certificates will remain valid.

Whitewash

Under Rule 9 of the Takeover Code the Acquisition, the Placing and the exercise of options granted to certain members of the Concert Party would normally result in the Concert Party being obliged to make an offer to all Shareholders (other than the Concert Party) to acquire their Ordinary Shares. Following an application by the Concert Party, the Takeover Panel has agreed to waive this obligation, subject to the approval of the Independent Shareholders (on a poll) at the General Meeting.

Recommendation and Irrevocable Undertakings

The Directors, having been so advised by Zeus Capital, pursuant to Rule 3 of the Takeover Code, consider the Proposals to be fair and reasonable and in the best interests of the independent shareholders and the Company as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of all of the Proposals at the General Meeting as they have irrevocably undertaken to do so themselves.

The Company has received irrevocable undertakings to vote in favour of the Resolutions in respect of, in aggregate, 5,278,068 existing Ordinary Shares representing approximately 50.75 per cent. of the existing Ordinary Shares. The Octopus Parties, as members of the Concert Party, are unable to vote on the Rule 9 Waiver.

Particulars of Executive Directors Service Contracts

Michael Dickerson entered into a service agreement with Mi-Pay Middle East FZ-LLC on 2 April 2014.

Under this agreement, conditionally on Admission, he was appointed as Chief Executive Officer. His

service agreement may be terminated at any time by either party providing 12 months' notice. The

salary payable under the agreement is the AED equivalent of £150,000 per annum. In addition he is

entitled to receive the following benefits: (i) at the discretion of the Board, entitlement to participate in the Company's long term incentive plan; (ii) a contribution of 4 per cent. of salary during each year of employment to a personal pension scheme; and (iii) entitlement to participate in the Company's private medical insurance scheme.

John Beale entered into a service agreement with the Company on 2 April 2014. Under this agreement, conditionally on Admission, he was appointed as Chief Financial Officer. His service agreement may be terminated at any time by either party providing 12 months' notice. The salary payable under the agreement is £140,000 per annum. In addition he is entitled to receive the following benefits: (i) at the discretion of the Board, entitlement to participate in the Company's long term incentive plan; (ii) a contribution of 4 per cent. of salary during each year of employment to a personal pension scheme; and (iii) entitlement to participate in the Company's private medical insurance scheme.

Allen Atwell entered into a service agreement with the Company on 2 April 2014. Under this agreement, conditionally on Admission, he was appointed as Chief Technology Officer. His service agreement may be terminated at any time by either party providing 12 months' notice. The salary payable under the agreement is £140,000 per annum. In addition he is entitled to receive the following benefits: (i) at the discretion of the Board, entitlement to participate in the Company's long term incentive plan; (ii) a contribution of 4 per cent. of salary during each year of employment to a personal pension scheme; and (iii) entitlement to participate in the Company's private medical insurance scheme.