PROPOSED ACQUISITION OF SKRILL

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA (THE "EXCLUDED TERRITORIES") AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.

INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY OPTIMAL PAYMENTS PLC IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF OPTIMAL PAYMENTS PLC.

PROPOSED ACQUISITION BY OPTIMAL PAYMENTS OF SKRILL TO CREATE A LEADING GLOBAL PLAYER IN ONLINE PAYMENT AND DIGITAL WALLET SERVICES

 FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF APPROXIMATELY £451 MILLION

A transformational transaction that diversifies Optimal Payments' customer base, product offering, geographic exposure and sector presence

Profit margin expansion and improved expected growth opportunities

Value uplift opportunity via significant cost-saving synergies

 EPS accretive in first full fiscal year of ownership(1)

Intention to seek Main Market listing and FTSE250 Index inclusion as soon as possible after Completion

LONDON (March 23, 2015) -- Optimal Payments Plc (LSE AIM: OPAY, "Optimal Payments" or the "Optimal Payments Group"), a global provider of online and mobile payment processing services, has entered into an agreement to acquire Sentinel Topco Limited and its subsidiaries ("Skrill" or "Skrill Group") from Sentinel Group Holdings S.A., ultimately owned by funds managed and advised by subsidiaries of CVC Capital Partners SICAV-FIS S.A., Investcorp Technology Partners, and other shareholders, for an enterprise value of approximately €1.1 billion ($1.2 billion) (the "Acquisition"). The Skrill Group 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.

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 Directors believe that there is a clear and compelling strategic and financial rationale for a combination of Optimal Payments and Skrill (forming the "Enlarged Group"):

1. The Enlarged Group will have significantly enhanced scale to create market leadership in the stored value and payments processing sectors:

2. Increased customer and geographic diversification:

3. Highly complementary businesses with compelling strategic fit:

4. Strong financial rationale and substantial potential synergies:

5. Experienced and augmented management team:

The Enlarged Group intends to seek a Main Market listing and FTSE250 Index inclusion as soon as possible following Completion.

The key terms of the Acquisition are:

A subsidiary of Optimal Payments, Netinvest Limited, will acquire the entire issued share capital of Skrill in exchange for €720 million ($781 million) cash and 37,493,053 New Ordinary Shares, payable at Completion. Following Completion, Sentinel Group Holdings S.A. or its shareholders will own approximately 7.9% of the Enlarged Share Capital of the Enlarged Group.

The value of the equity consideration for Skrill is €135 million ($146 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)(3) gives an enterprise valuation of Skrill of approximately €1.1 billion ($1.2 billion).

The Acquisition values Skrill at a multiple of 9.3x EBITDA for the twelve months to September 2014, adjusted for the net present value of the targeted cost synergies.(4) Based on the Optimal Payments Closing Price of 419 pence per Existing Ordinary Share on 20 March 2015, Optimal Payments is valued at a multiple of 14.1x EBITDA for the twelve months to December 2014.(5) The Acquisition values Skrill at a multiple of 13.5x EBITDA for the twelve months to September 2014 excluding the impact of the targeted cost synergies.

The Acquisition constitutes a reverse takeover under the AIM Rules for Companies and is subject to the satisfaction of a number of conditions including, inter alia, both Optimal Payments shareholder approval and regulatory approvals having been obtained.

Sentinel Group Holdings S.A. and its shareholders have committed to maintain their shareholding in Optimal Payments for at least 180 days following Completion Admission.

Financing of the Acquisition

The cash consideration will be 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 committed to provide financing for the Acquisition via credit facilities of €500 million. Following the Acquisition, Optimal Payments is expected to have pro-forma net leverage of approximately 3.1x(2). It is expected that the strong operating cash flow profile of the combined business will enable the Enlarged Group to de-lever rapidly in the medium term.

Optimal Payments is proposing to raise approximately £451 million(6) through a Rights Issue of 5 New Ordinary Shares at 166 pence per share for every 3 Existing Ordinary Shares. The Rights Issue has been fully underwritten by Canaccord Genuity, Deutsche Bank and BMO Capital Markets.

The Offer Price for the Rights Issue represents:

Optimal Payments has consulted with its largest shareholders, which in aggregate own over 50% of the Existing Ordinary Shares, and has received very significant support for the Acquisition. Optimal Payments' largest shareholder, Old Mutual Global Investors, has signed an irrevocable undertaking to vote in favour of the Acquisition in respect of 18,422,092 shares representing 11.3% of the Existing Ordinary Shares. Thornburg Investment Management has also signed an irrevocable undertaking to vote in favour of the Acquisition in respect of 8,233,781 shares representing 5.0% of the Existing Ordinary Shares. In aggregate, irrevocable undertakings from institutional shareholders to vote in favour of the Acquisition have therefore been received in respect of 26,655,873 Existing Ordinary Shares, representing 16.3% of total Existing Ordinary Shares.

Furthermore, each of the Directors who holds Ordinary Shares (which in aggregate represent 2.55% of the Existing Ordinary Shares) is fully supportive of the Acquisition and the Rights Issue. Each of the Directors who holds Ordinary Shares either intends, to the extent that he is able, to take up in full his rights to subscribe for New Ordinary Shares under the Rights Issue or to sell a sufficient number of his Nil Paid Rights during the Nil Paid Rights trading period to meet the costs of taking up the balance of his entitlements to New Ordinary Shares.

Temporary suspension of trading

Pursuant to the AIM Rules for Companies, Optimal Payments will request a suspension of trading in Optimal Payments' Ordinary Shares until Optimal Payments has published and made available an Admission Document. Optimal Payments intends to publish and make available a Prospectus (which will incorporate an Admission Document, a shareholder circular and notice of meeting convening the General Meeting) following formal approval of the Prospectus by the UKLA. A further announcement will be made once the Prospectus has been so published and made available. Following this, Optimal Payments intends to dispatch the Prospectus as soon as practicable.

Shareholder meeting and next steps

The Acquisition and the Rights Issue are conditional upon the approval of Shareholders at the General Meeting. The General Meeting is expected to be held on 16 April 2015.

The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

Subject to Shareholder approval, it is expected that application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Rights Issue Admission will become effective and that dealings in the New Ordinary Shares, nil paid, will commence on AIM at 8.00 a.m. on 17 April 2015.

Completion of the Acquisition is expected in the third quarter of 2015.

Dennis Jones, Chairman of Optimal Payments, said:

"We are taking advantage of an exceptional opportunity to acquire a business we know very well which, combined with Optimal Payments, will be a leading UK based online payments business with the essential scale necessary to be highly successful. These opportunities are few and far between. The Board believes this transformational transaction will be earnings accretive for shareholders from the first full fiscal year of ownership, will further diversify our client base and, additionally, will enable us to deliver enhanced services to existing and prospective merchants and customers in all of our global markets."(1)

Joel Leonoff, President and Chief Executive Officer of Optimal Payments, said:

"Over the past four years, we have successfully delivered significant growth in revenues and earnings for our shareholders. This growth resulted from executing our strategy to generate high levels of organic growth supplemented by accretive acquisitions. The acquisition of Skrill will create a global tech champion in the fast growing digital payments space, and we believe represents a transformational leap forward that greatly accelerates our strategic plan. The Optimal Payments Management team is extremely excited about the future prospects for the Company. The combined business will be quoted in the UK and will be of sufficient scale for us to seek a main market listing and FTSE250 inclusion as soon as possible following completion of the acquisition."

Analyst meeting and further information

Optimal Payments will hold a conference call for analysts and investors at 9:00 a.m. (UK) today. The dial-in number is + 44 20 3059 8125 and the password is Optimal Payments (this must be quoted to the Operator for participants to gain access to the conference call); an audiocast facility is available at: http://www.axisto-live.com/investis/clients/optimal-payments/presentations/5509929c3eb8a3300b1fed99/14fy.

The presentation slides and audiocast of the presentation will be available as a replay on the Optimal Payments Group's website at: www.optimalpayments.com. The replay dial in details are 0121 260 4861 from the United Kingdom, +44 121 260 4861 from all other locations and the replay pin number is: 0532987 followed by #.

For further information contact:

Optimal Payments Plc: Tel: +44 (0) 20 7182 1707

Jessica Stalley, Head of Investor Relations

Lazard (Financial Adviser):

Tel: +44 (0) 20 7187 2000

Cyrus Kapadia

Aamir Khan

Olivier Christnacht

Canaccord Genuity (Nominated Adviser, Debt Adviser, Broker and Joint Bookrunner):

Tel: +44 (0) 20 7523 8000

Simon Bridges

Piers Coombs (ECM)

Andrew Lynn (Debt)

Cameron Duncan

Deutsche Bank (Joint Bookrunner):

Tel: +44 (0) 20 7545 8000

Lorcan O'Shea

Yishai Fransis

Rahul Singla

BMO Capital Markets Limited (Co-Lead Manager):

Tel: +44 (0) 20 7664 8100

Jeffrey Couch

Neil Haycock

Tavistock (Financial PR):

Tel: +44 (0) 20 7920 3150

Simon Hudson

Simon Fluendy

Andrew Dunn

Notes:

(1) 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 for Optimal Payments or Skrill, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings

(2) Figures represent year to 31 December 2014 revenue and EBITDA for Optimal Payments, and the twelve months to 30 September 2014 for Skrill. The combined financials are not a projection of how the Enlarged Group will trade

(3) Includes €48 million (£37 million) for the Ukash transaction which will be settled net of any free cash in Ukash at completion (anticipated in the first half of 2015). The Ukash free cash position as at 31 December 2014 was €11 million and this has been included in the presentation of Sparrow net debt

(4) The multiple is calculated based on an enterprise value for Skrill of $1.2 billion less the NPV of the targeted operating cost synergies after integration costs of approximately $375 million; and Skrill EBITDA for the twelve months to September 2014 of $89 million

(5) The multiple is calculated based on an enterprise value for Optimal Payments of $1.2 billion, based on a share price of 419 pence, fully diluted share capital of 180.7 million and net debt as at 31 December 2014 of $83 million; and Optimal Payments EBITDA for the twelve months to December 2014 of $86 million

(6) As the Company will receive the proceeds of the Rights Issue in Pounds Sterling in advance of Completion and the Company's subsidiary, Netinvest Limited, has agreed to pay the cash consideration for Skrill in Euro, the Company has agreed indicative terms for hedging contracts to manage the foreign exchange exposure that arises between signing and completion. Based on the market rate on 20 March 2015, the Company expects that the Pounds Sterling to Euro exchange rate arising from those hedging contracts will be in the region of 1.350, depending on the date of Completion

(7) Unless otherwise stated, the exchange rates used for the currency translations above to convert between: (a) euro and US dollars are €1.00:US$1.0841 and US$1.00:€0.9224; and (b) pounds sterling and euro are £1.00:€1.3807 and €1.00:£0.7243

IMPORTANT INFORMATION

The defined terms set out in the Appendix apply to this announcement. Unless otherwise stated, references to time contained in this announcement are to UK time.

This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of or form a part of, and should not be construed as, any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of an offer to buy or subscribe for any securities of the Company, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company must be made only on the basis of the information contained in the Prospectus.

This announcement, the Prospectus, the Provisional Allotment Letter and any materials distributed in connection with this announcement or the Prospectus are, subject to certain exceptions, not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of or located in any Excluded Territory or any other locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. A copy of the Prospectus when published will be available from the registered office of the Company and on the Company's website at www.optimalpayments.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or other Excluded Territories.

Except in accordance with applicable law, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, New Zealand or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters in Australia, Canada, Japan, New Zealand or South Africa. In particular, the information contained in this announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, to persons in the United States, Canada, Australia, New Zealand or Japan or any other jurisdiction where it would be unlawful and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute or form part of an offer of securities for sale, or a solicitation of an offer to buy securities, in the United States or in any other Excluded Territory or jurisdiction where such offer or solicitation would not be permitted. The securities described in this announcement, when and if offered, will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Excluded Territory and may not be offered, sold, pledged, or otherwise transferred directly or indirectly, in or into the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities law. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters in any jurisdiction in which such offer or solicitation is unlawful. This announcement is not a prospectus or other offering document. There will be no public offering of securities in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters or the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.

This announcement has been issued by and is the sole responsibility of the Company.

Each of Lazard & Co., Limited ("Lazard"), Canaccord Genuity Limited ("Canaccord") and BMO Capital Markets Limited ("BMO Capital Markets"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and Deutsche Bank AG, London branch ("Deutsche Bank"), which is authorised under German Banking law (competent authority BaFin Federal Supervisory Authority) and subject to limited regulation by the FCA and the Prudential Regulation Authority ("PRA") in the UK, are acting for the Company only and no one else in connection with the Rights Issue and Rights Issue Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue or Rights Issue Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or Rights Issue Admission or any matters referred to in this announcement. Lazard and Canaccord are acting exclusively for the Company and no-one else in connection with the Acquisition and Completion Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Acquisition or Completion Admission and will not be responsible to anyone other than the Company for providing the protections afforded to respective clients of Lazard or Canaccord, respectively, nor for giving advice in relation to the Acquisition or Completion Admission.

Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard, Canaccord, Deutsche Bank and BMO Capital Markets by FSMA, Lazard, Canaccord, Deutsche Bank and BMO Capital Markets accept no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification of for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters, the Acquisition, the Rights Issue, Rights Issue Admission or Completion Admission. To the fullest extent permissible Lazard, Canaccord, Deutsche Bank and BMO Capital Markets accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Certain statements made in this announcement constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as "may", "will", "should", "predict", "assurance", "aim", "hope", "risk", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Optimal Payments Group's or the Enlarged Group's expectations, intentions and beliefs concerning, amongst other things, the Optimal Payments Group's or the Enlarged Group's results of operations, financial position, growth strategy, prospects, dividend policy and the industries in which the Optimal Payments Group or the Enlarged Group operate, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Optimal Payments Group, or the Enlarged Group and its Directors, which may cause the actual results, performance, achievements, cash flows, dividends of the Optimal Payments Group, or the Enlarged Group or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. As such, forward-looking statements are no guarantee of future performance.

Such forward-looking statements are based on numerous assumptions regarding the Optimal Payments Group's and the Enlarged Group's present and future business strategies and the environment in which the Optimal Payments Group and the Enlarged Group will operate in the future. Among the important factors that could cause the Optimal Payments Group's or the Enlarged Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic conditions in the relevant markets of the world, market position of the Optimal Payments Group or the Enlarged Group earnings, financial position, cash flows, return on capital and operating margins, political uncertainty, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation, changing business or other market conditions and general economic conditions and such other risk factors identified in the "Risk Factors" section of the Prospectus. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this announcement and are not intended to give assurance as to future results.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA (THE "EXCLUDED TERRITORIES") AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.

INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY OPTIMAL PAYMENTS PLC IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF OPTIMAL PAYMENTS PLC.

Proposed Acquisition of Sentinel Topco Limited

and

Proposed 5 for 3 Rights Issue at 166 pence per New Ordinary Share

1. INTRODUCTION

Optimal Payments today announces that it and its subsidiary, Netinvest Limited, have entered into a conditional agreement with Sentinel Group Holdings S.A. to acquire Sentinel Topco Limited, ultimately owned by CVC Funds, Investcorp Technology Partners and other shareholders (the "Acquisition Agreement"). Completion is subject to the satisfaction of a number of conditions, including, amongst other things, applicable regulatory approvals having been obtained and the Resolutions being passed at the General Meeting.

The Company also announces a Rights Issue which is expected to raise gross proceeds of approximately £451 million. The Rights Issue is expected to commence following the Resolutions being passed at the General Meeting. The Rights Issue is being made on the basis of 5 New Ordinary Shares at 166 pence per share for each 3 Existing Ordinary Shares. The Offer Price represents:

The Rights Issue has been fully underwritten by Canaccord, Deutsche Bank and BMO Capital Markets on, and subject to, the terms of the Underwriting Agreement. The principal terms of the Underwriting Agreement are summarised in the Prospectus. The Rights Issue is conditional upon, amongst other things, Rights Issue Admission becoming effective and the Underwriting Agreement becoming unconditional in all aspects and not having been terminated in accordance with its terms.

The net proceeds of the Rights Issue, together with existing cash and additional debt made available to the Optimal Payments Group under the New Bank Facilities, will be used to satisfy the cash consideration of €720 million payable under the terms of the Acquisition.

The purpose of this document is to explain the background to, and provide you with information on, the Acquisition and the Rights Issue.

The Acquisition, if completed, would be of sufficient size to constitute a reverse takeover under the AIM Rules for Companies, and therefore is subject to the approval of Shareholders at the General Meeting. Further details of the General Meeting are set out in paragraph 18 of this document. Further details of the terms and conditions of the Acquisition are set out in paragraph 8 of this document.

This document also explains why the Directors believe the Acquisition and the Rights Issue to be in the best interests of the Shareholders taken as a whole. The Board recommends that you vote in favour of the Resolutions.

2. BACKGROUND TO AND REASONS FOR THE ACQUISITION

The Skrill Group is a privately held global provider of digital payment and electronic money solutions, founded and headquartered in London, UK, with key offices in Vienna, New York and Sofia. The Skrill Group is one of Europe's leading digital payments providers 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. The Skrill Operating Group's consolidated revenues for the financial year ended 31 December 2013 were €215.7 million ($286.4 million) and adjusted EBITDA was €57.8 million ($76.8 million) for the same period.

The Directors consider that the businesses of the Optimal Payments Group and the Skrill Group share a number of key attributes:

Optimal Payments' management team has, over the three years ended 31 December 2014, proven adept at increasing revenues, EBITDA, profitability margins (since 2012) and cash generation significantly year-on-year, through delivering strong organic growth from new and existing merchants and expansion into key strategic markets, coupled with tight financial discipline.

The Board has for some time recognised the potential for a combination of the two businesses. The Directors believe that the Acquisition is transformational for both the Optimal Payments Group and the Skrill Group in that it creates a combined entity with significant international scale and reach that is positioned to capitalise on the substantial and growing payment processing and digital wallet markets, in particular within the rapidly expanding online gambling sector. The combination of the Optimal Payments Group and the Skrill Group would leverage the existing strengths and complementarities of both businesses and is expected to bolster the market share and reach of the Enlarged Group's combined product offering, broaden its geographic presence, diversify customer concentration and ultimately establish a highly scalable, leading global payment provider. Additionally, the Enlarged Group will be well-positioned in markets and sectors that display high barriers to entry, owing to a complex network of participants and a requirement for robust technological infrastructure as well as regulatory licences and approvals, all of which are difficult to replicate. Therefore, the Directors believe that there is a compelling strategic rationale underpinning the Acquisition which sees the joining together of two highly complementary businesses, well positioned for long term organic growth as discussed in further detail below.

Highly Complementary Businesses and Product Diversification

The Directors believe that there is considerable mutual benefit in combining the product portfolios of the Optimal Payments Group and the Skrill Group businesses as each of the Optimal Payments Group's and the Skrill Group's primary offerings, in terms of revenue generation, is the other's secondary line of business.

The Skrill Group comprises Skrill, paysafecard and payolution. Skrill's principal product is the e-Wallet, an internet-based stored value account, established by merchants and customers, maintained by Skrill and enabling account holders to send and receive money instantly and securely, using a wide selection of payment options at a low cost and to pay for goods and services online. The e-Wallet product has represented (adjusted for the paysafecard acquisition) 49 per cent. of FY2012 and, 49 per cent. of FY2013 and 44 per cent. of the revenue for the nine month period ended 30 September 2014 of the Skrill Group. Skrill also provides payment-related services through its Payment Service Provider ("PSP") Gateway, Direct Payment Gateway and Prepaid MasterCard® offering, although these together comprise a smaller part of the overall Skrill business. Paysafecard contributed more than half of the Skrill Group revenues in FY2013 and the nine month period ended 30 September 2014 (53 per cent. and 55 per cent. respectively). Payolution offers a white label payment upon invoice solution to merchants and contributed less than one per cent. of FY2013 revenue and less than one per cent. of revenue for the nine month period ended 30 September 2014.

Conversely, the Optimal Payments Group's principal product is the provision of straight through processing ("STP") to merchants which includes the Asia Gateway service. Other than the Asia Gateway service, the majority of merchants using the services offered by the STP business are non-gambling merchants transacting online although the Optimal Payments Group's largest STP merchant is an online gambling merchant. The STP business represented 78 per cent. of Optimal Payments FY2012 revenue, 76 per cent. of Optimal Payments' FY2013 revenue and 75 per cent. of Optimal Payments FY2014 revenue. Furthermore, the Directors believe that the acquisitions of Meritus Payment Solutions and Global Merchant Advisors, Inc. which operate in the US and which completed on 23 July 2014 will contribute materially to Optimal Payments Group's STP revenue. The other parts of Optimal Payments' business are the NETELLERÒStored Value segment, which also includes the Net+ Prepaid MasterCardÒ product and the Optimal Payments Group's prepaid card issuing services and white label offering. The stored value proposition, in the same way as Skrill's e-Wallet, is used by customers to pay for goods and services online or for the remittance of money to other account holders.

Therefore, the Directors believe the Enlarged Group would enjoy a balanced segmentation of revenues between the two distinct divisions of stored value and payment processing. Additionally, the Acquisition provides the Optimal Payments Group with an incremental revenue stream in the form of pre-paid online voucher issuance through paysafecard.

Skrill completed the acquisition of paysafecard on 8 February 2013. The table below illustrates comparable selected financial information for the Skrill Operating Group's products (Skrill, paysafecard and payolution) for the periods shown below and extracts without adjustment (save for conversion into US dollars for compatibility), the selected financial information in the columns headed Year ended 31 December 2012 and 2013 for paysafecard from the paysafecard audited historical financial statements for the years ended 31 December 2012 and 2013 which will be set out in the Prospectus, for Skrill from the financial statements of the Skrill Operating Group for the years ended 31 December 2012 and 31 December 2013 which will be set out in the Prospectus and from Skrill management information and for payolution from the Skrill Operating Group's management accounts. The table below does not represent the Skrill Operating Group's actual financial position or results. The actual financial position and results of the Skrill Operating Group (including paysafecard results from the date of its acquisition on 8 February 2013) will be set out in the Prospectus.

(US$)m(1)

Sources: paysafecard audited historical statements for the years ended 31 December 2012 and 2013, financial statements of the Skrill Operating Group for the years ended 31 December 2012 and 31 December 2013 and Skrill management information, unaudited financial information of the Skrill Operating Group for the nine months ended 30 September 2014 and Skrill Operating Group's management accounts. The financial information of the Skrill Operating Group for the rolling 12 months ended 30 September 2014 has been calculated by adding the income of the Skrill Operating Group for the nine month period ended 30 September 2014 to the income of the Skrill Operating Group for the financial year to 31 December 2013 and subtracting the income of the Skrill Operating Group for the nine month period ended 30 September 2013.

(1) Converted from Euro to US dollars at the following exchange rates: 1.286 (2012), 1.328 (2013), 1.317 (nine months to September 2013), 1.356 (nine months to September 2014).

(2) Cost of sales is calculated by aggregating the cost of sales for paysafecard, Skrill and payolution from the paysafecard audited historical financial statements for the years ended 31 December 2012 and 2013, financial statements of the Skrill Operating Group for the years ended 31 December 2012 and 31 December 2013 and Skrill Operating Group's management accounts.

(3) Rolling 12 months ended 30 September 2014, 2013 and 2012, stated after non-recurring costs of $16.8 million, $13.2 million and $5.0 million respectively.

(4) Excludes e-money float.

The table below sets out selected financial information relating to the Optimal Payments Group's products for the financial years 2012, 2013 and 2014 which will be set out in the Prospectus.

(US$)m

Sources: Optimal Payments audited historical statements for the year ended 31 December 2012, 31 December 2013 and 31 December 2014

(1) Includes Meritus and GMA from the date of their acquisition

(2) Other includes investment income

For illustrative purposes only, the table below sets forth (i) the revenue of the Enlarged Group for FY2014 on a combined basis (assuming that the Acquisition had taken place on 1 January 2014, and based on revenue generated by the Optimal Payments Group in the twelve months to 31 December 2014 and by the Skrill Operating Group in the rolling twelve months to 30 September 2014); (ii) the aggregated revenue for FY2012 and FY2013 of the Optimal Payments Group, Skrill Operating Group (excluding paysafecard) and paysafecard (in each case extracted without adjustment from the relevant actual historical financial statements and management accounts save for conversion into US dollars for comparability); and (iii) EBITDA for the periods shown below calculated on the basis of the respective revenue numbers.

(US$m)(1)

Sources: Optimal Payments' audited historical statements for the year ended 31 December 2012, 31 December 2013 and 31 December 2014, paysafecard audited historical statements for the years ended 31 December 2012 and 2013, financial statements of the Skrill Operating Group for the years ended 31 December 2012, and 31 December 2013, unaudited financial information of the Skrill Operating Group for the nine months ended 30 September 2014 and Skrill management accounts. The financial information of the Skrill Operating Group for the rolling 12 months ended 30 September 2014 has been calculated by adding the income of the Skrill Operating Group for the nine month period ended 30 September 2014 to the income of the Skrill Operating Group for the financial year to 31 December 2013 and subtracting the income of the Skrill Operating Group for the nine month period ended 30 September 2013.

(1) Converted from Euro to US dollars at the following exchange rates: 1.286 (2012), 1.328 (2013), 1.317 (nine months to September 2013), 1.356 (nine months to September 2014).

(2) Includes Meritus and GMA from the date of their acquisition.

(3) Includes investment income of the Optimal Payments Group.

Increased Digital Wallet Presence

Aside from adding scale to the smaller respective parts of Optimal Payments' and the Skrill Group's businesses, the Directors believe that the Acquisition will assist the Enlarged Group to bolster market share and penetration within directly competing facets of both businesses, such as the stored value segment. Skrill's e-Wallet and Optimal Payments' NETELLERÒproduct are both focused on the online gambling sector albeit with some exposure to different geographies and as such, the Optimal Payments Group and the Skrill Group will naturally have a number of existing stored value merchants in common. The Directors expect the Enlarged Group to leverage the increased merchant penetration, thereby reducing the need for direct sales activities and additionally enhance existing relationships through a strengthened offering. Within online gambling, both Optimal Payments and Skrill are focused on important end customers transacting high volumes through their respective NETELLER® and e-Wallet platforms ("VIP Customers"). The Skrill Group introduced its VIP Customer scheme in 2006 as a means to create customer loyalty, premised on retention of VIP Customers. Over the last five years, the Skrill Group's VIP Customer base has grown from approximately 5,400 in 2009 to 23,796 in 2014. Similarly, Optimal Payments' NETELLERÒ product has a VIP Customer focus, with over 13,000 VIP Customers, and Optimal Payments operates an enhanced loyalty cash back programme and a dedicated VIP Customer support team. The Directors believe that Optimal Payments' and Skrill's respective stored value offerings have a number of existing VIP Customers in common. As a result of the critical mass that the Enlarged Group would enjoy in this business vertical, the Directors believe that there would be natural scale benefits, reductions in marketing spend and associated network effect benefits, which will create a more efficient VIP Customer marketing strategy and which will also result in the Enlarged Group being able to effectively monetise the expanded base of VIP Customers.

Market Scale

The Enlarged Group would leverage the extensive platforms of the Optimal Payments Group and the Skrill Group, with the following combined capabilities:

1 All revenue from the Skrill Group, with the exception of prepaid revenue from paysafecard, is attributed to e-Wallet (including payment gateway revenue).

2 A transaction for these purposes is an upload by a member, a withdrawal by a member, a payment from a member to a merchant, a payment from a merchant to a member or a money transfer between members.

On a historical basis (as at 30 September 2014 assuming the Acquisition had taken place at that time), the Enlarged Group would be a leading provider of stored value accounts in the global online gaming sector, STP payment gateway services in the global online gaming sector and a leading provider of e-Wallet (or stored value account) services.

Customer Diversification

Historically Optimal Payments has derived a substantial proportion of its revenue from a single merchant, representing 34 per cent. of FY2012, 41 per cent. of FY2013 and 36.7 per cent. of FY2014 revenue. The Skrill Group derived 6 per cent. of FY2012 and 7 per cent. of FY2013 revenue from the same merchant. Whilst the acquisitions of Meritus Payment Solutions and Global Merchant Advisors, Inc. by Optimal Payments in July 2014 decreased the proportion of its revenue derived from the single merchant to approximately 27 per cent. for the period of 1 August 2014 to 31 December 2014, the Acquisition is a further major step forward in reducing Optimal Payments' customer concentration and mitigating principal customer exposure and risk, whilst establishing a well-rounded and broad customer base diversified across individual merchants, geographic regions and business verticals. In respect to presence in business verticals, the Skrill Group has a presence in the digital media segment that would be directly additive to the Optimal Payments Group's more focused customer base. The combination of customer bases specifically addresses the Optimal Payments Group's existing customer risk management strategy of developing a diversified customer portfolio.

Geographic diversification

There is a complementarity in the Optimal Payments Group's and the Skrill Group's geographic areas of operation and revenue generation, stemming from a low overlap of competing presence in multiple regions and individual footholds in specific geographies. The Skrill Group is a European leader in the digital wallet offering, generating (adjusted for the paysafecard acquisition), 74 per cent. of FY2012 and 74 per cent. of FY2013 revenue from this geography. Within Europe, Germany contributed 21.2 per cent. of FY2012 and 20.2 per cent. of FY2013 revenue. Optimal Payments, on the other hand, whilst having a significant presence in the European market, also services organisations that have customers in Asia, catering to online gambling merchants and generating 40 per cent. of FY2012 and 46 per cent. of FY2013 revenue from this region. Optimal Payments is also well placed to capitalise on expected growth in the North American regulated online gambling market, having launched its NETELLERÒand Net+ products in the US in March 2014. Strong adoption by online gambling merchants has been evidenced in the three states in the US which have regulated online gambling. The Acquisition will therefore fortify an already significant presence in the European market, whilst providing a more geographically diversified revenue base, alleviating political and jurisdictional risk, in particular those pertaining to the more regulated vertical of online gambling. The Acquisition also offers the opportunity to enter new geographies for both the Optimal Payments Group's and the Skrill Group's combined product offering, leading to a wider opportunity for revenue generation.

As an illustration of this, the Optimal Payments Group derived approximately 21 per cent. of its revenue from Europe, 27 per cent. of its revenue from North America (including Canada) and the remaining 52 per cent. of revenue from the rest of the world in the twelve month period ended 31 December 2014.

The Skrill Operating Group derived approximately 92 per cent. of its revenue from Europe, 2 per cent. of its revenue from North America and the remaining 6 per cent. of its revenue from the rest of the world in the rolling twelve month period ended 30 September 2014 (based on the unaudited pro forma financial information for such rolling twelve month period which will be contained in the Prospectus and excluding non-attributable revenue of $57.3 million which includes, among other things, FX spread income and rebates).

On the basis of these figures, the Enlarged Group, on a pro forma basis, would have derived approximately 52 per cent. of its revenue from Europe, 16 per cent. of its revenue from North America (including Canada) and the remaining 32 per cent. of revenue from the rest of the world.

Profit Margin Expansion and Increased Scaleability

The Optimal Payments Group and the Skrill Operating Group enjoyed high gross margins of 52.0 per cent. and 59.5 per cent. of FY2013 revenues respectively, reflecting the high inherent level of operating leverage afforded by their business models. Payment processing exhibits higher variable processing costs than the stored value division, and as such the Skrill Operating Group has a higher overall gross margin as the stored value segment constitutes the majority of its revenue. The Skrill Operating Group's FY2013 gross margin trends higher towards the 70 per cent. level when viewed on an isolated basis, after removing paysafecard and Payolution. Therefore, the Directors believe that the Acquisition would offer Optimal Payments immediate margin expansion as a result of the Enlarged Group's business mix.

The Optimal Payments Group and the Skrill Group operate highly scalable business models, where revenue streams are generated via merchant and customer fees relating to fund movements on the digital wallet platforms and via transactional processing. The stored value segment is characterised by low variable costs, which, given the established merchant relationships and customer reach and penetration, will enable the Enlarged Group to increase its scale considerably. The gross margin of Optimal Payments' stored value segment was 78 per cent. of FY2012 revenues, 84 per cent. of FY2013 revenues and 85 per cent. of revenues for FY2014. The gross margin of Optimal Payments' STP business was 42 per cent. of FY2012 revenues, 42 per cent. of FY2013 revenues and 41 per cent. of revenues for FY2014.

The Skrill Operating Group generates recurring revenue streams, once funds are uploaded via the digital wallet onto the Skrill platform, by charging customers and merchants fees for fund movements, whilst only incurring a cost when funds leave or enter its digital payments network. Fund transfers made to and from a digital wallet are platform-based and therefore have a negligible associated cost. The Skrill Operating Group also generates transactional revenue streams from its PSP and paysafecard products as well as applying spread margins to its multi-currency transactions through its foreign exchange capabilities.

Integration Benefits

The Company has a strong team of Executive Directors who have a track record of integrating acquisitions. The Directors believe that the principal integration benefits of the Acquisition will arise mainly from the delivery, over the medium term, of operational efficiencies across the Enlarged Group. On the basis of conservative assumptions targeting clear cost savings opportunities, the Company is targeting on-going cost savings from synergies of approximately US$40 million per annum by the end of FY2016, with expected one off costs to achieve these synergies of approximately US$26 million by the end of FY2016. The Company's synergies estimate has been reviewed by one of the "Big Four" accounting firms. In addition to this, the Directors believe there is potential to generate additional revenue from the cross-selling of products to merchants and customers after Completion. Given the scale of the Enlarged Group, the Directors believe that the operational efficiencies will be achieved primarily through reducing duplicated central costs and combining corporate support functions where appropriate. An integration team is ready to execute on identified synergy opportunities immediately following Completion. Furthermore, due to the businesses' digital payment platforms relying on technology software applications and hardware, in the medium term operational efficiencies can also be achieved through the consolidation of Skrill's PSP and the migration onto a single consolidated IT infrastructure platform (in particular, the migration of merchants from the Skrill Group's PSP to the Optimal Payments Group's NETBANXÒplatform) and, in the long term, operational efficiencies can be achieved by running Skrill's e-Wallet from the consolidated IT infrastructure platform and consolidating technology stacks and modules such as KYC, AML and risk management functions. Whilst it is currently assumed by the Directors that the Optimal Payments and Skrill brands will remain separate following the Acquisition, it is expected that consolidation and rationalisation of the respective brands will be considered in the long term and this may lead to further operational and IT related synergies. Finally, the Directors believe that the Enlarged Group will benefit from a reduced requirement to conduct sales and marketing initiatives and cash back and promotional programmes in the stored value division, due to the natural customer acquisition and retention improvements that arise out of the Acquisition.

The Directors believe that, taking into account the business and prospects of the Enlarged Group, the Acquisition will be accretive to adjusted earnings per share by the end of FY2016 (the first full fiscal year following Completion). This statement is not intended to be a profit forecast, and should not be interpreted to mean that the earnings per share of Optimal Payments following Completion will necessarily be above or below the historical published earnings per share.

However, whilst the opportunity for operational efficiencies are an integration focus for Optimal Payments' management, the key focus is to ensure that the Acquisition is effected without undue disruption to the product development, sales, support and administrative functions of the Enlarged Group. As at the Latest Practicable Date, an outline integration and alignment plan has been developed. A more detailed alignment plan to be prepared prior to Completion will set out the scope of the wider and longer term alignment process, quantifiable objectives and the proposed organisation structure of the Enlarged Group. The Enlarged Group's headquarters will continue to be located in the Isle of Man.

Capturing expected growth in the North American gambling market

The opening of the US regulated online gambling market presents a significant opportunity for Optimal Payments to grow its operations which provide payment processing and risk management solutions to regulated online gambling merchants. The Optimal Payments Group already serves some licensed US online gambling operators but it currently derives an immaterial proportion of its revenue from the US regulated online gambling industry. As and when new markets are formed from further state-by-state deregulation, the Optimal Payments Group will seek to capture market share in these new markets. The Directors believe that Optimal Payments is well positioned to take advantage of expected growth in the North American regulated online gambling market, having launched its NETELLERÒ and Net+ products in the US in March 2014.

Intention to seek application for admission to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities following Completion

As soon as possible after Completion, the Directors intend to seek admission to listing of its Ordinary Shares on the premium segment of the Official List of the UK Listing Authority (the "Official List") and admission to trading on London Stock Exchange's main market for listed securities. In the longer term, the Directors believe that the Official List is the most appropriate platform for the continued growth of the Enlarged Group by increasing the Enlarged Group's profile, assisting in the liquidity of the Company's shares and providing a greater range of potential investors for the Company. In view of the expected market capitalisation of the Enlarged Group, it is expected that upon the listing of the Company's Ordinary Shares on the premium segment of the Official List and admission to trading on London Stock Exchange's main market for listed securities the Company's Ordinary Shares would be eligible for inclusion in the FTSE250 Index of the London Stock Exchange.

3. INFORMATION ON THE SKRILL GROUP

The Skrill Group is a global digital payments company operating an extensive digital payments network for local and cross-border transactions and money transfers. The Skrill Group offers a broad range of products, with its core product being the e-Wallet, which also offers a Prepaid MasterCardÒ. In addition, the Skrill Group offers paysafecard which provides prepaid payment vouchers, an online digital wallet and a prepaid MasterCardÒ and payolution which arranges the provision of point-of-sale financing to merchants giving merchants the ability to extend credit to customers to pay later via invoice once the goods have been received. The position of the Skrill Group will be further enhanced by the proposed acquisition of Smart Voucher Limited ("Ukash"), a leading online e-money payment provider that allows users to exchange their cash for a secure code to make payments online. The Skrill Group announced the acquisition of Ukash in November 2014 and the Ukash Acquisition is expected to complete in the first half of 2015.

The Skrill Group's agreements and relationships with over 80 banks and payment providers serve as the building blocks for its complex and comprehensive network. As at 31 December 2014, the Skrill Group's platform can process payments in 16 languages and, as at 30 September 2014, across more than 200 countries and territories and support over 100 payment options in 41 currencies. In addition with over 442,000 points of sales, the Skrill Group appeals to customers who are reluctant to use their credit and debit cards online, those who prefer anonymity and to parents who wish to restrict the amount that their children are able to spend online.

The Skrill Group was the UK's first regulated e-money issuer having received its e-money licence in 2002 following its authorisation by the FCA. The e-money licences and authorisation as a payment institution in the UK enables Skrill to passport its services across the EEA. The Skrill Group, through Skrill USA Inc., operates in all US states, the District of Columbia and its territories on the basis of money transmitter licences in all US states where it is required. The Skrill Group has been granted a waiver from the requirement to obtain a money transmitter licence in Indiana, Rhode Island and Wisconsin and money transmitter licences are not required in Montana and South Carolina.

As at the Latest Practicable Date, the Skrill Group has approximately 778 employees. The Company is headquartered in London with key offices in Vienna, New York and Sofia.

The Skrill Group offers the following key services and products:

Skrill

e-Wallet

A digital stored value account which enables customers to move funds to and from online merchants offering online gambling, digital media and e-commerce services as well as to other individuals via online remittance.

Quick Check Out

Quick Check Out enables customers to speed up the payment process by using Skrill's services to make a payment without having to register for a Skrill e-Wallet. The Skrill Quick Checkout also accepts card payments as well as the majority of Skrill alternative payment options, such as prepaid cards and vouchers.

Direct Payment Gateway

Skrill's direct payment gateway enables merchants to offer the acceptance of more than 100 payment options through one contract and single API integration into the merchant's website. Furthermore the direct payment gateway offers access to Skrill e-Wallet and paysafecard users.

Skrill 1-Tap

Skrill's 1-Tap enables mobile access to Skrill's digital wallet that brings quick and easy mobile payments to merchants and customers. By implementing Skrill 1-Tap, merchants can offer customers the opportunity to pay for goods via 'one tap' on any device, rather than having to re-enter login details or credit card information for reauthorisation every time.

Skrill also provides payment services through Skrill Direct and Peer-to-Peer ("P2P") Remittance, foreign exchange services and is a payment service provider ("PSP"). Additional optional features offered by Skrill include a chargeback guarantee offering and risk management tools.

paysafecard

paysafecard is a prepaid cash voucher solution which allows customers to load funds onto a paysafecard by paying with cash in any of more than 442,000 points of sales worldwide as at 30 September 2014 and then use these balances to make payments at any one of approximately 5,700 websites.

In November 2014, the Skrill Group announced the acquisition of Ukash, a leading online e-money payment provider that allows users to exchange their cash for a secure code to make payments online. The Ukash Acquisition is expected to complete in the first half of 2015. Following completion of the Ukash Acquisition, the Directors intend to merge the platforms through which paysafecard and Ukash operate, with the aim of further strengthening the global presence of the Skrill Group's paysafecard, allowing the Skrill Group to expand its digital payments offering across both established and emerging markets.

Payolution (Invoice and Instalments)

Payolution arranges the provision of point-of-sale financing to customers of e-commerce merchants in order to ensure that the merchants are put in funds within an agreed time frame (which is within 29 days after merchants are provided with a statement of its transactions) and is offered as a white-label solution. Payolution provides merchants with the ability to extend credit to customers to pay later via invoice once the goods have been received, enabling merchants to offer their customers an alternative payment solution to credit cards or other payment methods.

Selected financial information of the Skrill Operating Group

The table below sets out selected historical consolidated financial information relating to the Skrill Operating Group, which has been extracted without material adjustment from (i) the audited historical financial information prepared under IFRS in respect of the three financial years ended 31 December 2013; and (ii) the unaudited financial information of the Skrill Operating Group prepared under IFRS to 30 September 2014; and (iii) the paysafecard audited historical financial information for the two years ended 31 December 2012. The Adjusted EBITDA of the Skrill Operating Group decreased by 25.9 per cent. and the profit before tax of the Skrill Operating Group decreased by 26.2 per cent. for the period between the financial year ended 31 December 2011 and the financial year ended 31 December 2012. This decrease was primarily attributable to (i) an increase in the cost of sales (an increase of $10.0 million or 34.7 per cent. over FY2011) reflecting increased use by consumers of credit cards to upload e-wallet funds which carried higher transaction (merchant acquirer and PSP) processing fees, due mainly to Skrill's ongoing growth in e-commerce verticals; (ii) an increase in sales and marketing expenses (an increase of $3.1 million or 27.4 per cent. over FY2011), reflecting investment by the Skrill Operating Group in the sales and marketing functions to facilitate future growth; and (iii) an increase in administrative expenses of $3.2 million or 7.2 per cent. over FY2011.

(1) 2013 includes 11 months of paysafecard results (from the date of acquisition)

(2) 2013, 2012 and 2011 stated after non-recurring costs of $13.2 million, $5.0 million and ($7.1m)

million, respectively. The nine month period ended 30 September 2014 is stated after non- recurring costs of $8.2 million.

Financial information of the Skrill Operating Group will be set out in the Prospectus.

4. SUMMARY FINANCIAL INFORMATION ON OPTIMAL PAYMENTS GROUP AND SKRILL GROUP

The tables below set out summary historical consolidated financial information relating to the Optimal Payments Group and the Skrill Group, (i) which has been extracted from the audited financial statements of the Skrill Operating Group prepared under IFRS in respect of the financial year ended 31 December 2013, and converted to US dollars for comparability; (ii) which has been extracted without material adjustment from the audited financial statements and historical financial information of the Optimal Payments Group prepared under IFRS in respect of the financial year ended 31 December 2014; and (iii) with regard to the net debt figures below, the audited financial statements as at 31 December 2014 for the Optimal Payments Group and the unaudited accounting records as at 31 December 2014 for the Skrill Group, and converted to US dollars for comparability.

(1) Includes $8.8 million in restricted merchant cash balances

5. FINANCING OF THE ACQUISITION

The existing indebtedness of both the Optimal Payments Group and the Skrill Group will be refinanced as part of the Acquisition. As set out in paragraph 4 of this document, as at 31 December 2014, the Optimal Payments Group had total indebtedness of $132.8 million and cash balances of $151.0 million and as at 31 December 2014, the Skrill Group had total indebtedness of US$770 million and cash balances of US$68.4 million (including inter-company indebtedness of US$435 million consisting of loan notes and preference shares). The loan notes will be redeemed as part of Completion and the preference shares will be acquired by Optimal Payments as part of the Acquisition). Taking into account total estimated transaction costs of the Optimal Payments Group and the Skrill Group and a redemption of approximately €22 million of loan notes issued by Sentinel Holdco Limited to Sentinel Group Holdings S.A. that took place prior to the date of the Acquisition Agreement, the aggregate net indebtedness of the Enlarged Group following Completion is estimated at approximately US$615 million (€505 million at a 31 December fx rate of 1.2155).

The cash consideration payable by the Optimal Payments Group in relation to the Acquisition will be funded through a combination of available cash and additional debt provided by Barclays Bank PLC, Bank of Montreal and Deutsche Bank Luxembourg S.A. together with the net proceeds of the Rights Issue which is fully underwritten on, and subject to, the terms and conditions of the Underwriting Agreement. Details of the New Credit Facilities and the Underwriting Agreement will be contained in the Prospectus. Optimal Payments proposes to pass a resolution at the General Meeting to approve the New Credit Facilities notwithstanding the borrowing limits placed on Optimal Payments pursuant to Article 93 in the Articles of Association. Please see paragraph 18 of this document for further information about the General Meeting.

As the proceeds of the Rights Issue will be in Pounds Sterling but the cash consideration payable by the Optimal Payments Group in relation to the Acquisition will be paid in Euros, the Company will implement a strategy to manage its FX exposures.

6. FINANCIAL EFFECTS OF THE ACQUISITION

Impact on Earnings

The Directors believe that, taking into account the business and prospects of the Enlarged Group, the Acquisition will be acccretive to adjusted earnings per share from the first full fiscal year following Completion. This statement is not intended to be a profit forecast, and should not be interpreted to mean that the earnings per share of Optimal Payments following Completion will necessarily be above or below the historical published earnings per share.

Hedging

The gross proceeds of the Rights Issue are expected to be approximately £451 million, which equates to €609 million at a Pounds Sterling to Euro exchange rate of 1.350. As the Company will receive the proceeds of the Rights Issue in Pounds Sterling prior to Completion and the Company's subsidiary, Netinvest Limited, has agreed to pay the cash consideration for Sentinel Topco Limited in Euro, the Company has agreed indicative terms for hedging contracts to manage the foreign exchange exposure that arises between the date of the Acquisition Agreement and Completion. Based on the market rate on the Latest Practicable Date, the Company expects that the Pounds Sterling to Euro exchange rate arising from those hedging contracts will be in the region of 1.350, depending on the date of Completion.

Impact on Leverage Ratios

Including the estimated transaction costs, the aggregate net indebtedness of the Enlarged Group following Completion is expected to be approximately US$615 million. The Directors expect the leverage ratio of the Enlarged Group immediately following Completion will be 3.1x combined EBITDA (based on the Company's EBITDA for the twelve months to 31 December 2014 and the Skrill Operating Group's EBITDA for the 12 months to 30 September 2014)3, and accordingly intends that the strong operating cashflows of the Enlarged Group should reduce net debt and result in a rapid deleveraging in the medium term with a target leverage to 2.0x - 2.5x.

Assuming full drawdown of funds available under the New Credit Facilities, the interest cost of the New Credit Facilities for the 12 months following Completion is estimated at US$22.4 million. This is covered approximately 10x by the Enlarged Group's pro forma EBITDA, which the Directors consider to be a comfortable level of interest cover.

3 The combined financials are not a projection of how the Enlarged Group will trade

7. FUTURE STRATEGY OF THE ENLARGED GROUP

Creation of a leading payments provider across a wide addressable market

The Directors expect that the Enlarged Group will be a more diversified, vertically integrated payments provider with the capability to facilitate payments across a wide addressable market. The Enlarged Group will be a provider of global payment solutions at key points in the funding chain, specifically with respect to pre-funding, immediate funding and future funding transactions or to customers who prefer not to use credit or debit cards for online transactions. Prepaid funding is made possible via paysafecard and Ukash, allowing customers to pre-fund their digital wallets by purchasing vouchers from retail outlets. This prepaid solution appeals to consumers who prefer not to use credit or debit cards for online transactions. This provides additional "money-in" opportunities for customers. The Enlarged Group's ability to provide immediate funding solutions is expanded due to the combination of Optimal Payments' and Skrill's digital wallet and payment processing solutions, the latter of which would benefit from Optimal Payments' principal acquirer status, which allows the Optimal Payments Group to directly acquire merchant accounts without the need for an acquiring bank, and to process Visa and MasterCard payment transactions in the UK and the EU for merchants of the Optimal Payments Group. The combined stored value division will provide a broader and more international solution to customers, ensuring customers have a range of payment options each of which allow customers to make immediate payments using their digital wallets. Payolution provides the Enlarged Group with a future funding solution by enabling merchants to extend credit to customers to pay later via invoice once the goods have been received. The provision of point-of-sale financing to customers of e-commerce merchants would broaden the type of payment transactions the Enlarged Group could target, thereby expanding strategic growth opportunities.

Stored Value

The Directors believe the Enlarged Group will be one of the leading players in the provision of digital wallets to merchants and customers. Exposure to business verticals is broadened and diversified away from reliance on online gambling to also cover digital media and e-commerce. The Enlarged Group will also seek to focus on the online gambling opportunity, particularly in the North America region.

Payment Processing

The Acquisition would combine the Optimal Payments Group's and the Skrill Group's complex payment processing networks to provide improved penetration and reach into new and existing markets, as well as accelerate the on-boarding of new merchants through network effects. The combined processing solution would boast over 57,000 active merchants, 20+ global acquiring relationships, 100+ payment types, 41 currencies, over 200 countries and territories served (as at 30 September 2014, assuming that the Acquisition had taken place at that time). The Enlarged Group's strategy would be to effectively monetise the increased scale of the processing offering, leveraging its critical mass and diversification to attract new merchants. Furthermore, the Enlarged Group would seek to implement its existing acquiring relationships across as many new and, where possible, existing transactions as possible to drive gross margin expansion.

Expected growth in North American online gambling markets

Since the 2011 ruling from the US Department of Justice that the Wire Act only applies to online sports gambling, certain US states have sought to introduce regulations for online gambling, with Nevada, Delaware and New Jersey leading in this area and New York, California and Pennsylvania expected to follow suit. The opening of the US regulated online gambling market presents a significant opportunity for Optimal Payments and the Enlarged Group to grow its operations which provide payment processing and risk management solutions to regulated online gambling merchants. The Optimal Payments Group's offering brings together a suite of products encompassing operators' requirements, from compliance to payment processing and fraud management. The end-to-end customer solutions for traditional operators are well positioned to capitalise on potential online markets. Optimal Payments currently processes online gambling payments in Nevada, New Jersey and Delaware, with Sutton Bank carrying out the regulated money transmitting service on behalf of the Optimal Payments Group. Optimal Payments is registered as a vendor by the Division of Gaming Enforcement in New Jersey and the Optimal Payments Group also provides services to Lotto Quebec and the Ontario Lottery Group in Canada and is registered as a non-gaming related supplier by the Alcohol and Gaming Commission of Ontario. The Optimal Payments Group currently derives an immaterial proportion of its revenue from the US regulated online gambling industry but it would seek to capture immediate market share in new markets formed from further state-by-state deregulation.

Skrill USA Inc. operates in all US states, the District of Columbia and its territories on the basis of money transmitter licences in all US states where it is required. Prior to Completion, the Skrill Group will undertake a restructuring to transfer Skrill USA Inc. outside the Skrill Group. Completion of the Acquisition will be conditional on Skrill USA Inc. being transferred outside the Skrill Group. The consideration for the transfer of Skrill USA Inc. outside the Skrill Group will be left outstanding as an inter-company loan between Skrill Holdings Limited and Sentinel Group Holdings S.A., In addition, Skrill Holdings Limited will provide Skrill USA Inc. with an inter-company funding loan for working capital purposes. Once the transfer of Skrill USA Inc. outside the Skrill Group has completed, the Optimal Payments Group will have a period of six months following Completion to obtain the required approvals in connection with Skrill USA Inc.'s money transmitter licences from the relevant US states or territories in order for Skrill USA Inc. to be transferred to Skrill Holdings Limited. In the event that Skrill Holdings Limited repurchases Skrill USA Inc. after Completion, the consideration for that transfer will be the release of Sentinel Group Holdings S.A.'s obligation to repay the inter-company loan. If Skrill Holdings Limited has not obtained the relevant consents to enable Skrill USA Inc. to be transferred to Skrill Holdings Limited within the six month period following Completion, Sentinel Group Holdings S.A will be permitted to sell Skrill USA Inc. to a third party. In the event Skrill USA Inc. is sold to a third party, Sentinel Group Holdings S.A. will use reasonable endeavours to sell Skrill USA Inc. for the best possible purchase price, and the proceeds of that sale shall be used to repay the inter-company loans put in place between Skrill Holdings Limited and both Sentinel Group Holdings S.A. and Skrill USA Inc., and any excess inter-company loan amount that remains outstanding (whether relating to the working capital loan or the consideration for the transfer of Skrill USA Inc.) shall be waived by Skrill Holdings Limited. If Skrill USA Inc. is sold to a third party, the Optimal Payments Group intends to commence applying for its own money transmitter licences in the US in order to enable it to process payments in the US by itself rather than through Sutton Bank. The Optimal Payments Group has already obtained money transmitter licences in New Jersey, Delaware, Iowa, North Dakota and Idaho.

Seeking opportunities for inorganic growth and diversification

As part of its ongoing growth strategy, the Enlarged Group will continue to monitor the market in order to identify strategic acquisition and investment targets. In particular, the Enlarged Group may participate in the ongoing consolidation of the digital payments industry by considering the acquisition of payment-related companies and/or complementary technologies, which may expand the geographical reach and customer base of the Enlarged Group and/or increase the technical capabilities or products of the Enlarged Group. In February 2015, Optimal Payments signed a non-binding letter of intent in respect of a small potential acquisition in furtherance of this strategy. The proposed acquisition target specialises in mobile technology development and offers consultancy services. The consideration for the proposed acquisition is to be satisfied by the issue of Ordinary Shares.

8. FURTHER DETAILS ON THE TERMS AND CONDITIONS OF THE ACQUISITION

The total consideration payable by Netinvest Limited in respect of the Acquisition is €855 million (less certain deductions). €720 million of the total consideration is to be paid to Sentinel Group Holdings S.A. in cash on Completion and in addition Optimal Payments will also allot and issue the Skrill Consideration Shares to Sentinel Group Holdings S.A. (or to such Skrill Shareholder or Skrill Shareholders as Sentinel Group Holdings S.A. may direct), which will represent approximately 7.9 per cent. of the Enlarged Share Capital immediately following Completion and have a value of €135 million based upon the theoretical ex-rights price of the Rights Issue. In addition, the Skrill Group's net debt will be refinanced at Completion, amounting, together with consideration paid, to an expected approximate enterprise value of €1.1 billion.

The Acquisition values Skrill at a multiple of 9.3x EBITDA for the twelve months to 30 September 2014, adjusted for the net present value of targeted cost saving synergies net of integration costs of $375 million4. Based on the Optimal Payments Closing Price of 419pence per Existing Ordinary Share on 20 March 2015, Optimal Payments is valued at a multiple of 14.1x EBITDA for the twelve months to 31 December 2014.5

Owing to its size, the Acquisition constitutes a reverse takeover for the purposes of the AIM Rules for Companies. The Acquisition requires approval from Shareholders, and accordingly a General Meeting has been convened for 16 April 2015 (see paragraph 18 of this document).

Completion is conditional upon, amongst other things, the passing of the Resolutions at the General Meeting, the receipt of change of controller approvals from the FCA, the completion of the transfer of Skrill USA Inc. to Sentinel Group Holdings S.A., Rights Issue Admission, and the approval for the issue of Skrill Consideration Shares to Sentinel Group Holdings S.A. from the relevant Delaware regulatory authority that has granted a subsidiary of the Company a US money transmission licence, as well as on those other matters which will be set out in the Prospectus. The Directors expect Completion to occur in the third quarter of 2015.

A more detailed summary of the key terms of the Acquisition Agreement will be set out in the Prospectus.

4 Calculated to end of FY2018 using discounted cash flows

5 The multiple is calculated based on an enterprise value for Optimal Payments of $1.2 billion, based on a share price of 419 pence, fully diluted share capital of 180.7 million and net debt as at 31 December 2014 of $83 million; and Optimal Payments EBITDA for the twelve months to December 2014 of $86 million

9. FUTURE STRATEGY OF THE OPTIMAL PAYMENTS GROUP IF THE ACQUISITION DOES NOT PROCEED

In the event that the Acquisition does not proceed, the Optimal Payments Group's corporate strategy would be to continue driving organic growth whilst evaluating further value-enhancing and strategically compelling M&A opportunities. The key areas of the organic growth focus would be based on increasing momentum in the core business divisions, developing multi-channel solutions and successfully capitalising on the US online gambling opportunity.

Core business divisions

The Optimal Payments Group would target growth in each of the core business lines of stored value and straight through processing. The Optimal Payments Group announced in January 2014 that it had secured Principal Membership with Visa Europe and MasterCard Europe. Principal Membership allows Optimal Payments to offer acquiring services to merchants in the European Union. Those services commenced in the fourth quarter of 2014. Going forward, this would increase the addressable market for the Optimal Payments Group's straight through processing offering and enable the Optimal Payments Group to compete with those merchant acquirers that also benefit from interchange pricing from Visa and MasterCard. The Optimal Payments Group's strategy is to be more competitive in the lower risk processing markets and develop a more balanced mix of merchants.

Within the stored value division, the Optimal Payments Group intends to continue to grow its presence in online gambling, in particular aiming to capitalise on the expected de-regulation in certain US states and anticipated rapid growth of the North American market. The Optimal Payments Group intends to also pursue its stored value focus on attracting, maintaining and retaining a VIP Customer base by providing cash back, loyalty and promotional programmes.

Multi-channel solutions

The Optimal Payments Group would continue to develop multi-channel solutions, including offering options to customers to pay across multiple devices, allowing merchants to manage payment channels through one central hub and tracking across multiple channels. This would facilitate customer information gathering and enable the refinement of targeted marketing campaigns. The Optimal Payments Group would also explore new methods of payments through its partners.

US gambling opportunity

The opening of the US regulated online gambling market presents a significant opportunity for Optimal Payments to grow its operations which provide payment processing and risk management solutions to regulated online gambling merchants. The Optimal Payments Group's offering brings together a suite of products encompassing operators' requirements, from compliance to payment processing and fraud management. The end-to-end customer solutions for traditional operators are well positioned to capitalise on potential online markets. Optimal Payments currently processes online gambling payments in Nevada, New Jersey and Delaware, with Sutton Bank carrying out the regulated money transmitting services on behalf of the Optimal Payments Group. The Optimal Payments Group currently derives an immaterial proportion of its revenue from the US regulated online gambling industry but it would seek to capture immediate market share in new markets formed from expected further state-by-state deregulation. The Optimal Payments Group has obtained money transmitter licences in New Jersey, Delaware, Iowa, North Dakota and Idaho. In the event that the Acquisition did not complete, the Optimal Payments Group would commence applying for its own money transmitter licences, in the remaining states in which they are required, in the US in order to enable it to process payments in the US.

Inorganic growth

The Directors of the Optimal Payments Group would consider deploying capital in alternative M&A opportunities, underpinned by compelling strategic and economic rationale. The Optimal Payments Group currently benefits from a strong balance sheet providing more flexibility to pursue potentially value enhancing deals. Expansion into under-served geographies and complementary product areas would remain a key goal and Optimal Payments has signed a non-binding letter of intent in respect of a small potential acquisition in furtherance of this goal.

Return of proceeds

If Completion does not occur, the Directors will consider how best to return the net proceeds of the Rights Issue. Such a return could result in certain costs and complexities such that any return of capital may be less than the amount subscribed for in the Rights Issue.

10. CURRENT TRADING AND FUTURE PROSPECTS OF THE ENLARGED GROUP

Optimal Payments Group

For the financial year ended 31 December 2014, Optimal Payments delivered strong performance on the comparative prior year period with growth across all business divisions. Revenue and EBITDA grew by 44 per cent. and 65 per cent., respectively and the blended gross margin held constant at 52 per cent. (2013: 52 per cent.).

Growth in revenue was derived from growth in both the Stored Value and STP segments, which grew 50 per cent. and 42 per cent., respectively. This was underpinned by consequential growth in profitability, both at a gross margin and EBITDA level. Gross profit grew 43 per cent., reflecting consistent processing and bad debt costs on the prior period, with Optimal Payments maintaining a gross profit margin of 52 per cent. Growth in EBITDA was higher than in gross profit, due to Optimal Payments' underlying operating leverage, posting a 65 per cent. increase. Additionally, Optimal Payments enjoyed EBITDA margin expansion of approximately 3 per cent. The Optimal Payments Group's net debt position at 31 December 2014 was US$23.2 million (31 December 2013: US$82.9 million), demonstrating good operational cash generation during the period, offset by new debt of $141 million which was incurred in July 2014 to finance the US Acquisitions.

Since 31 December 2014, the Optimal Payments Group's overall trading performance has been in line with the Directors' expectations.

The Directors believe that by continuing to execute the current business strategy and financial model, Optimal Payments is well positioned to deliver continued growth for shareholders.

Skrill Operating Group

For the financial year ended 31 December 2013, the Skrill Operating Group's revenue and EBITDA grew by $156.5 million (120.4 per cent.) and $33.8 million (78.6 per cent.), respectively on the comparative prior year period. This primarily reflected the acquisition of paysafecard, for which formal closing of the transaction occurred on 8 February 2013, as well as underlying growth in customers and merchants.

For the nine months ended 30 September 2014, the Skrill Operating Group's revenues totalled $248.9 million, up 22.1 per cent. on the comparative period, and the gross margin remained flat at 59.5 per cent.

In the period since 30 September 2014, the Skrill Operating Group has continued to trade in line with management's expectations.

In November 2014, the Skrill Group announced the acquisition of Ukash, which forms part of its strategy to further strengthen the global presence of paysafecard, allowing the Skrill Group to expand its digital payments offering across both established and emerging markets. The Ukash Acquisition is expected to complete in the first half of 2015.

11. ONGOING RELATIONSHIP WITH SENTINEL GROUP HOLDINGS S.A.

As a result of the issue of the Skrill Consideration Shares, Sentinel Group Holdings S.A. (together with any Skrill Shareholders whom are issued Skrill Consideration Shares at Sentinel Group Holdings S.A.'s direction) will hold approximately 7.9 per cent. of the Enlarged Share Capital immediately following Completion which will have a value of €135 million based upon the theoretical ex-rights price of the Rights Issue.

The Company, the Underwriters, Sentinel Group Holdings S.A. and any person to whom Skrill Consideration Shares are issued will enter into an agreement (the "Lock-Up Agreement") pursuant to which the holders of Skrill Consideration Shares will undertake to the Company and the Underwriters that they will not without the consent of the Underwriters, for a period of 180 days from the date of Completion Admission, directly or indirectly, offer, issue, lend, mortgage, assign, charge, pledge, sell or contract to sell, issue options in respect of, or otherwise dispose of, directly or indirectly, or announce an offering or issue of, any Ordinary Shares (or any interest therein or in respect of such Ordinary Shares) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing subject to certain limited exceptions set out in the Lock-Up Agreement, including, inter alia, the right to transfer Ordinary Shares to any connected persons, the right to accept a general offer made in accordance with the Takeover Code and the right to take up any rights granted in respect of a rights issue or other pre-emptive share offering by the Company. During the 180 day lock-up period, holders of Skrill Consideration Shares (including certain CVC Funds entities) (and any shareholder who subsequently holds shares in accordance with the Lock-Up Agreement) can transfer the Ordinary Shares to connected persons (as defined in the Corporation Tax Act 2010) (including certain CVC Funds entities), provided the transferee enters into a deed of adherence agreeing to be bound by the terms of the Lock-Up Agreement.

During the six month period following the end of the 180 day lock-up period Sentinel Group Holdings S.A. is required to give notice prior to disposing of shares and must carry out any disposal through an agreed list of brokers, so as to ensure an orderly market in the Ordinary Shares. In respect of a proposed disposal to a strategic investor, Sentinel Group Holdings S.A. must give at least five Business Days prior notice and in respect of all other disposals, Sentinel Group Holdings S.A. must give notice to at least one of the Underwriters not later than 12.00 p.m. on the day prior to the disposal, in each case giving details of the identity of the proposed purchaser. The notice requirements in respect of disposals (other than disposals to strategic investors) will not apply in the event that the disposal is of less than 3 per cent. of the total Ordinary Shares or Sentinel Group Holdings S.A. (and the CVC Funds entities it is permitted to transfer shares to) hold in aggregate less than 3 per cent. of the total Ordinary Shares. The same provisions apply, as relevant, to any person to whom Skrill Consideration Shares are issued.

Further details of the Lock-Up Agreement will be summarised in the Prospectus. The same provisions apply, as relevant, to any person to whom Skrill Consideration Shares are issued.

12. PRINCIPAL TERMS OF THE RIGHTS ISSUE

The Company intends to raise total gross proceeds of approximately £451 million (approximately £432million net of estimated expenses of the Rights Issue) through the issue of 271,921,802 New Ordinary Shares by way of the Rights Issue.

Pursuant to the Rights Issue, it is proposed that 271,921,802 New Ordinary Shares be 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 will be 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.

Entitlements to New Ordinary Shares will be rounded down to the nearest whole number and fractional entitlements will not be allotted to Qualifying Shareholders but will be aggregated and sold in the market for the benefit of the Company. Holdings of Existing Ordinary Shares in certificated and uncertificated form and holdings under different designations will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.

Qualifying Shareholders who take up their pro rata entitlements to New Ordinary Shares in full will suffer no dilution of their shareholdings in the Company as a result of the Rights Issue. However, if a Qualifying Shareholder does not take up the offer of New Ordinary Shares in full, his/her proportionate shareholding will be diluted by up to approximately 62.5 per cent. The New Ordinary Shares, fully paid, will rank for all dividends declared, made or paid after the date of allotment and issue of the New Ordinary Shares and otherwise pari passu with the Existing Ordinary Shares. All Shareholders holding the Pre-Completion Existing Ordinary Shares will be further diluted upon Completion by approximately 7.9 per cent. (assuming no further issue of Ordinary Shares) as a result of the issue of the Skrill Consideration Shares.

The Rights Issue has been fully underwritten by Canaccord, Deutsche Bank and BMO Capital Markets on, and subject to, the terms of the Underwriting Agreement. The principal terms of the Underwriting Agreement will be summarised in the Prospectus.

The Company's largest shareholder, Old Mutual Global Investors, has indicated that it is likely to sub-underwrite the issue of a certain number of New Ordinary Shares pursuant to the Rights Issue. Old Mutual Global Investors would receive the same commission in respect of such number of New Ordinary Shares for which it subscribes pursuant to the sub-underwriting arrangement as other sub-underwriters. Given Old Mutual Global Investors' shareholding in the Company and also given that Old Mutual Global Investors' participation through sub-underwriting is likely to represent more than 5% of the market capitalisation of the Company as at the date of this Prospectus, such participation by Old Mutual Global Investors in the sub-underwriting of the Rights Issue would constitute a related party transaction under Rule 13 of the AIM Rules once terms have been agreed. The Company will make an announcement under Rule 13 of the AIM Rules for Companies once terms are agreed with Old Mutual Global Investors.

The Rights Issue will result in 271,921,802 New Ordinary Shares being issued (representing approximately 167 per cent. of the existing issued share capital and 62.5 per cent. of the Enlarged Share Capital immediately following completion of the Rights Issue).

The Record Date for entitlements under the Rights Issue for Qualifying Shareholders is 5.00 p.m. on 14April 2015. Provisional Allotment Letters for Qualifying Non-CREST Shareholders are expected to be posted to Qualifying Non-CREST Shareholders on 16 April 2015 and Nil Paid Rights are expected to be credited to stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, Excluded Shareholders) in CREST as soon as practicable after 8.00 a.m. on 17 April 2015. The latest time and date for receipt of completed Provisional Allotment Letters and payment in full under the Rights Issue and settlement of relevant CREST instructions (as appropriate) is 11.00 a.m. on 1 May 2015 with dealings in New Ordinary Shares, fully paid, expected to commence at 8.00 a.m. on 5 May 2015.

The Rights Issue is conditional, amongst other things, upon:

Details of further terms and conditions of the Rights Issue, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, will be set out in the Prospectus and, where relevant, for Qualifying Non-CREST Shareholders, will also be set out in the Provisional Allotment Letter.

13. CONDITIONALITY

The Rights Issue is fully underwritten by the Underwriters on, and subject to, the terms of the Underwriting Agreement. The principal terms of the Underwriting Agreement which was entered into on 23 March 2015, including insofar as it relates to the conditionality of the Rights Issue, will be summarised in the Prospectus. If the Rights Issue does not proceed then the Acquisition will not proceed. However, the Rights Issue is not conditional upon Completion. If Completion does not occur, the Directors will consider how best to return the net proceeds of the Rights Issue to Shareholders. Such a return could result in certain costs and complexities such that any return of capital may be less than the amount subscribed for in the Rights Issue.

14. RIGHTS ISSUE ADMISSION AND COMPLETION ADMISSION

The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Rights Issue Admission will become effective and that dealings in the New Ordinary Shares, nil paid, will commence on AIM at 8.00 a.m. on 17 April 2015.

The Skrill Consideration Shares will, when issued and fully paid, rank equally in all respects with the Pre-Completion Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue. As the Acquisition is classified as a reverse takeover under the AIM Rules for Companies, upon Completion the listing on AIM of all of the Pre-Completion Existing Ordinary Shares will be cancelled, and application will be made for the immediate re-admission of those Pre-Completion Existing Ordinary Shares and the admission of the Skrill Consideration Shares to trading on AIM. It is expected that Completion Admission will become effective and dealings in the Pre-Completion Existing Ordinary Shares will commence at 8.00 a.m. on Completion.

15. RISK FACTORS

For a discussion of the risks and uncertainties which you should take into account when considering whether to vote in favour of the Resolutions and/or invest in the New Ordinary Shares, please refer to the Risk Factors which will be set out in the Prospectus.

16. DIVIDEND POLICY

The Directors believe that Shareholders are best served by reinvesting cash to generate growth opportunities rather than declaring a dividend. The Enlarged Group intends to continue to pursue both organic and inorganic growth opportunities and therefore the Directors believe that it is appropriate not to declare dividends at this time. This policy remains under regular review.

17. DIRECTORS' PARTICIPATION IN THE RIGHTS ISSUE

The Directors are fully supportive of the Rights Issue. Each of Brahm Gelfand and Stephen Shaper intend to take up their Rights in full. Joel Leonoff intends to sell 2,025,751 of his Nil Paid Rights during the nil paid dealing period to partially meet the costs of taking up the balance of his entitlements to New Ordinary Shares (being 2,363,987 New Ordinary Shares).

(1) This includes the 1,500,000 shares pledged by Mr Leonoff in favour of Equities First Holdings, LLC.

All Directors holding Pre-Completion Existing Ordinary Shares will be further diluted upon Completion by approximately 7.9 per cent. (assuming no further issue of Ordinary Shares) following the issue of the Skrill Consideration Shares.

18. GENERAL MEETING

At the end of the Prospectus to be published, you will find a notice convening a General Meeting of the Company, which is to be held at The Forum, 17-18 Mount Havelock, Douglas, Isle of Man, IM1 2QG on 16 April 2015 at 11 a.m.. A summary of the action you should take is set out in paragraph 15 of this document and in the Form of Proxy that will accompany the Prospectus.

The purpose of the General Meeting is to consider and, if thought fit, pass the Resolutions, in each case as set out in full in the Notice of General Meeting. Resolutions 1 to 5 are proposed as ordinary resolutions.

Your attention is drawn to the fact that the Acquisition and the Rights Issue are conditional and dependent upon the Resolutions being passed (and there are also additional conditions which must be satisfied before the Acquisition and Rights Issue can be completed).

Resolution 1

The Acquisition is classified under the AIM Rules for Companies as a reverse takeover and its implementation therefore requires the approval of Shareholders.

Resolution 1 proposes that (subject to and conditional upon the passing of Resolutions 2, 3, 4 and 5), the Acquisition be approved, including for the purposes of rule 14 of the AIM Rules for Companies, and that the Directors be authorised to take all steps and enter into all agreements and arrangements necessary or desirable to implement the Acquisition.

Resolution 2

Resolution 2 proposes that (subject to and conditional upon the passing of Resolutions 1, 3, 4 and 5), sanction be given to the Board to approve the New Credit Facilities and related inter-creditor agreement, fee letters, hedging agreements, security documents and all other documents required to be entered into by the Company and/or its subsidiary undertakings in connection with the New Facility Agreement notwithstanding that borrowings to the Optimal Payments Group under the New Credit Facilities may cause the aggregate principal amount outstanding in respect of all borrowings by the Optimal Payments Group to exceed the limit set out in Article 93 of the Articles of Association.

Resolution 3

Resolution 3 proposes that the authorised share capital of the Company be increased to £60,000 by the creation of 400,000,000 Ordinary Shares of £0.0001 each.

Resolution 4

Resolution 4 proposes that (subject to and conditional upon the passing of Resolutions 1, 3, and 5), the Directors be authorised to allot and issue up to 37,493,053 New Ordinary Shares to Sentinel Group Holdings S.A. (or such Skrill Shareholder or Skrill Shareholders as Sentinel Group Holdings S.A. may direct) in connection with the Acquisition and up to 271,921,802 New Ordinary Shares in connection with the Rights Issue.

Resolution 5

Resolution 5 proposes that (subject to and conditional upon the passing of Resolutions 3 and 4) the Directors be authorised to allot and issue up to 37,493,053 New Ordinary Shares to Sentinel Group Holdings S.A. (or such Skrill Shareholder or Skrill Shareholders as Sentinel Group Holdings S.A. may direct) in connection with the Acquisition Agreement as if pre-emption rights did not apply to such allotment and to allot and issue up to 271,921,802 New Ordinary Shares in connection with the Rights Issue as if pre-emption rights did not apply to such allotment.

The Rights Issue and the Acquisition will not proceed unless each of Resolutions 1 through to 5 are passed.

For further information in relation to all of the Resolutions to be proposed at the General Meeting, see the Notice of General Meeting.

19. ACTION TO BE TAKEN IN RESPECT OF THE GENERAL MEETING

You will find enclosed with the Prospectus to be published a Form of Proxy for use in connection with the General Meeting.

It is important to us that Shareholders have the opportunity to vote, even if they are unable to come to the General Meeting. If you are unable to come to the General Meeting, you can use the enclosed Form of Proxy to nominate someone else to come to the meeting and vote for you (this person is called a proxy).

To appoint a proxy, you need to return the Form of Proxy. You are requested to complete and sign the Form of Proxy whether or not you propose to attend the General Meeting in person in accordance with the instructions printed on it and return it as soon as possible, but in any event so as to be received by no later than 11.00 a.m. on 14 April 2015 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting), to Capita Asset Services, the Company's Registrar, at PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 42F.

If you hold your Ordinary Shares in uncertificated form (i.e., in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Company's Registrar (under CREST participant ID: RA10), in each case by no later than 11.00 a.m. on 14 April 2015 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

The Form of Proxy may also be submitted online through the website of the Registrars at www.optimalpaymentsplc-shares.com by following the instructions provided.

Unless the Form of Proxy (or the electronic appointment of a proxy) or CREST Proxy Instruction is received by the relevant date and time specified above, it will be invalid.

The completion and posting of the Form of Proxy (or the electronic appointment of a proxy) or completing and transmitting a CREST Proxy Instruction will not preclude you from attending and voting in person at the General Meeting if you wish to do so.

20. ACTION TO BE TAKEN IN RESPECT OF THE RIGHTS ISSUE

Please refer to the Prospectus to be published for further details of the action to be taken in respect of the Rights Issue. If you are in any doubt as to the action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA or, if you are outside the United Kingdom, from another appropriately authorised independent financial adviser.

21. FURTHER INFORMATION

Your attention is drawn to the section entitled "Risk Factors" in the Prospectus to be published. You should read all of the information contained in the Prospectus to be published before deciding the action to take in respect of the General Meeting.

The results of the votes cast at the General Meeting will be announced as soon as possible once known through a Regulatory Information Service and on the Company's website (www.optimalpayments.com). It is expected that this will be on 16 April 2015.

22. IRREVOCABLE UNDERTAKINGS

The Company has consulted with its largest shareholders, which in aggregate own over 50 per cent. of the Existing Ordinary Shares, and has received very significant support for the Acquisition. Old Mutual Global Investors has signed an irrevocable undertaking to vote in favour of the Acquisition in respect of 18,422,092 Existing Ordinary shares representing 11.3 per cent. of Optimal Payments' Existing Ordinary Shares. Thornburg Investment Management has also signed an irrevocable undertaking to vote in favour of the Acquisition in respect of 8,233,781 Existing Ordinary shares representing 5.0 per cent. of Optimal Payments' Existing Ordinary Shares. In aggregate, irrevocable undertakings from institutional shareholders to vote in favour of the Acquisition have therefore been received in respect of 26,655,873 Existing Ordinary Shares, representing 16.3 per cent. of total Existing Ordinary Shares.

23. RECOMMENDATION

The Board considers the terms of the Acquisition and the Rights Issue to be in the best interests of the Shareholders taken as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings and those of their family members, which amount in aggregate to 4,157,343 Ordinary Shares and represent approximately 2.55 per cent. of the Company's issued ordinary share capital as at the Latest Practicable Date.

Yours faithfully

Dennis Jones

Chairman

Appendix 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes to this timetable set out below.

Appendix 2

DEFINITIONS

The definitions set out below apply throughout this document, unless the context requires otherwise.