Scheme of Arrangement Publication Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

31 August 2017

RECOMMENDED CASH ACQUISITION

of

PAYSAFE GROUP PLC

by

PI UK BIDCO LIMITED

a newly formed company jointly-owned by a consortium of funds managed by Blackstone and funds managed and/or advised by CVC (together, the "Consortium")

to be effected

by way of a scheme of arrangementunder section 152 of the Isle of Man Companies Act 1931

Posting of the Scheme Document

On 4 August 2017, the boards of Paysafe Group plc ("Paysafe") and Pi UK Bidco Limited ("Bidco"), announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued ordinary share capital of Paysafe (the "Acquisition"). It is intended that the Acquisition be effected by way of a Court-sanctioned scheme of arrangement under section 152 of the Isle of Man Companies Act 1931 (the "Scheme").

The board of Paysafe announces that it is today posting to Paysafe Shareholders the scheme document ("Scheme Document"), together with the Forms of Proxy for the Court Meeting and the Extraordinary General Meeting. The Scheme Document sets out, among other things, the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events, notices of the Court Meeting and Extraordinary General Meeting and details of the actions to be taken by Paysafe Shareholders.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this announcement and the Scheme Document will be available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Paysafe's website at www.paysafe.com/investors up to and including the Effective Date. The contents of Paysafe's website are not incorporated into, and do not form part of, this announcement.

Notices of the Court Meeting and Extraordinary General Meeting 

As further detailed in the Scheme Document, to become Effective the Scheme requires, among other things, the approval by a majority in number of those Scheme Shareholders who are present and vote (either in person or by proxy) at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares held by such Scheme Shareholders and the passing of the Resolutions (other than the Re-Registration Resolution) at the Extraordinary General Meeting.

Notices of the Court Meeting and the Extraordinary General Meeting, each of which will be held at Paysafe's offices at 3rd Floor, Queen Victoria House, 41- 43 Victoria Street, Douglas, Isle of Man IM1 2LF, on 26 September 2017 are set out in the Scheme Document. The Court Meeting will start at 2.00 p.m. (London Time) and the Extraordinary General Meeting at 2.15 p.m. (London Time) (or as soon thereafter as the Court Meeting shall have been concluded or adjourned). Forms of Proxy for use at such meetings are enclosed with the Scheme Document.

If the Scheme is approved at the Court Meeting and the Extraordinary General Meeting and the Acquisition completes, following satisfaction (or to the extent applicable, waiver) of all Conditions to the Acquisition, Paysafe Shares will cease trading on the London Stock Exchange's main market for listed securities and cease to be admitted to listing on the Official List. Further details of the expected timetable of principal events are set out below and in the Scheme Document.

It is important that, at the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not they intend to attend the Court Meeting and/or the Extraordinary General Meeting, Paysafe Shareholders are strongly urged to complete, sign and return their Forms of Proxy, or deliver their voting instructions by one of the other methods set out in the Scheme Document, as soon as possible.

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Document and repeated below.

Expected Timetable of Principal Events

The following indicative timetable sets out the expected dates for implementation of the Acquisition.

All times shown are London times unless otherwise stated. All dates and times are based on Paysafe's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Paysafe Shareholders by announcement through a Regulatory Information Service.

Notes

(1) It is requested that the blue Form of Proxy for the Court Meeting be lodged by 2.00 p.m. (London time) on 24 September 2017 or, in the case of adjournment(s), not later than 48 hours before the time fixed for the adjourned meeting, and, in each case, in accordance with the instructions on the blue Form of Proxy. However, if not so lodged, blue Forms of Proxy (together with any such authority, if applicable) may be handed to a representative of Paysafe's registrars, Capita Asset Services, on behalf of the chairman of the Court Meeting, or to the chairman of the Court Meeting before the start of the Court Meeting.

(2) The pink Form of Proxy for the Extraordinary General Meeting must be lodged by 2.15 p.m. (London time) on 24 September 2017 or, in the case of adjournment(s), not later than 48 hours before the time fixed for the adjourned meeting.

(3) If either the Court Meeting or the Extraordinary General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. (London time) on the date which is two days before the date set for such adjourned Meeting.

(4) Or as soon thereafter as the Court Meeting shall have concluded or adjourned.

(5) The latest date by which the Scheme must be implemented may be extended by agreement between Paysafe and Bidco with the prior consent of the Panel and (if required) the approval of the Court.

Shareholder Helpline

If you have any questions in relation to the Scheme Document, the Meetings, or the completion and return of the Forms of Proxy, please telephone Capita Asset Services on 0871 664 0300 (from within the UK) or +44 (0) 371 664 0300 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, legal or tax advice.

Enquiries:

Paysafe

Andrew Griffin (SVP, Market Intelligence and Investor Relations) Tel: +44 (0) 20 3826 9854

Lazard (Lead financial adviser to Paysafe)

Cyrus Kapadia Tel: +44 (0) 20 7187 2000

Nicholas Page

RBC Capital Markets (Financial adviser to Paysafe)

Jason Gurandiano Tel: +1 (212) 428 6200 Erik-Jaap Molenaar

Deutsche Bank AG, London Branch (Financial adviser and corporate broker to Paysafe)

Adam Miller Tel: +44 (0) 20 7545 8000 Charles Wilkinson

Brunswick Group (Public relations adviser to Paysafe)

Brian Buckley Tel: +44 (0) 20 7404 5959

Jonathan Glass

Lazard & Co., Limited, which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither RBC Europe Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("Deutsche Bank"), is acting as financial adviser and corporate broker to Paysafe and no one else in connection with the Acquisition and will not be responsible to anyone other than Paysafe for providing the protections afforded to clients of Deutsche Bank, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Deutsche Bank nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.

This announcement has been prepared for the purpose of complying with Isle of Man law, English law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and the Isle of Man.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom or the Isle of Man. Persons who are not resident in the United Kingdom or the Isle of Man, or who are subject to laws of any jurisdiction other than the United Kingdom or the Isle of Man, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom or the Isle of Man should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom or the Isle of Man to vote their Paysafe Shares at the Court Meeting or the Extraordinary General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Paysafe Shares in respect of the Court Meeting or the Extraordinary General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.

The Acquisition relates to the shares of a company incorporated in the Isle of Man and it is proposed to be made by means of a scheme of arrangement provided for under the laws of the Isle of Man. The Scheme will relate to the shares of an Isle of Man company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK and Isle of Man to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and the Isle of Man and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Paysafe outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act. 

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to Bidco or Paysafe. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or Paysafe and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Bidco or Paysafe.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or Paysafe or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. The Consortium, Bidco and Paysafe assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on website, the National Storage Mechanism and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Paysafe's website at www.paysafe.com/investors by no later than 12.00 noon on the Business Day following this announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement. A copy of the Scheme Document will also be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Lazard on +44 (0) 20 7187 2000. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Paysafe Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Paysafe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Paysafe may be provided to the Consortium and Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.