Schedule 1 Update - Optimal Payments Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Optimal Payments plc (the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Audax House

6 Finch Road

Douglas

IM1 2PT

Isle of Man

COUNTRY OF INCORPORATION:

Isle of Man

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.optimalpayments.com/investor-relations/aim-rule-26

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company is a global provider of online and mobile payment processing services. The Company operates offices and data centres in Europe, Canada, the Isle of Man and the United States.

Admission is sought as a result of the acquisition of Sentinel Topco Limited ("Skrill") by Netinvest Limited, a wholly owned subsidiary of the Company (the "Skrill Acquisition"). The Skrill Acquisition is a reverse takeover for the Company under AIM Rule 14.

The Optimal Payments Group

The Company and its subsidiaries (the "Optimal Payments Group") derive revenue from two key segments, being NETELLER® (Stored Value) and NETBANX® (Straight Through Processing).

The Optimal Payments Group's Stored Value business currently comprises the NETELLER® and Net+ services, which allow customers to make instant and secure guaranteed payments over the internet from an online stored value account to merchants, and the card services business which facilitates the issuing of pre-paid cards to customers on behalf of merchants.

The Optimal Payments Group's Straight Through Processing business under the NETBANX® brand comprises the provision of payment gateway services to European and North American merchants and money transmission services to a number of European and Australasian based merchants that have customers in Asia.

The Skrill Group

Skrill is a global digital payments company operating an extensive digital payments network for local and cross-border transactions and money transfers. Skrill and its subsidiaries (the "Skrill Group") offer a broad range of products, with its core product being the e-Wallet, which also gives customers access to a Prepaid MasterCard®. In addition, the Skrill Group offers (i) the paysafecard service which comprises prepaid payment vouchers, an online digital wallet and a prepaid MasterCard®, (ii) Ukash, which provides prepaid payment vouchers and the Ukash Prepaid MasterCard® and Ukash Travel Money Prepaid MasterCard® and (iii) the Payolution service 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.

Reverse takeover of Skrill

The Company and Netinvest Limited have entered into a conditional agreement to acquire the entire issued share capital of Skrill for a total consideration of €855 million (less certain deductions). €720 million of the total consideration is to be satisfied in cash on completion of the acquisition and in addition the Company will also allot and issue 37,493,053 Ordinary Shares to the seller as partial consideration. The Company expects completion of the Skrill Acquisition to occur in early August 2015.

As previously announced, shortly after the completion of the acquisition and re-admission to AIM the Company will be seeking the admission of its Ordinary Shares to listing on the premium segment of the Official List of the UK Listing Authority and admission to trading on the London Stock Exchange's main market for listed securities. It is expected that the Company's Ordinary Shares would then be eligible for inclusion in the FTSE 250 Index of the London Stock Exchange.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of securities to be admitted: 474,731,482 (subject to any option exercises ahead of Admission)

Type and nominal value of securities: Ordinary shares of £0.0001 each ("Ordinary Shares").

The number of securities to be admitted will include 37,493,053 new Ordinary Shares to be issued to Sentinel Group Holdings S.A. (or its connected persons as directed) as partial consideration for the Skrill Acquisition.

No shares are held in treasury.

The Ordinary Shares are freely transferable and have no restrictions on them.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: Not applicable

Anticipated market capitalisation on admission: Approximately £1.2 billion (based on close price on 4 August 2015)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 1.5%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Dennis Jones (Non-Executive Director (Chairman))

Joel Leonoff (President and Chief Executive Officer)

Brian McArthur-Muscroft (Chief Financial Officer)

Andrew Dark (Non-Executive Director)

Ian Francis (Non-Executive Director)

Brahm Gelfand (Non-Executive Director)

Ian Jenks (Non-Executive Director (Senior Independent Director))

Stephen Shaper (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

*Assuming no Ordinary Shares are issued under by the Company under its employee share plans prior to Admission.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2014 in relation to the Company and 30 September 2014 in relation to Skrill

(iii) Half year results to 30 June 2015 by 30 September 2015, final results to 31 December 2015 by 30 June 2016 and half year results to 30 June 2016 by 30 September 2016

EXPECTED ADMISSION DATE:

11 August 2015

NAME AND ADDRESS OF NOMINATED ADVISER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

United Kingdom

NAME AND ADDRESS OF BROKER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document (which also comprises a prospectus) containing full details about the applicant and the admission of its securities is available on the Company's website at www.optimalpayments.com

DATE OF NOTIFICATION:

5 August 2015

NEW/ UPDATE:

Update