TIDMOPAY
RNS Number : 4473K
Optimal Payments PLC
16 April 2015
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
ARE AVAILABLE FROM THE REGISTERED OFFICE OF OPTIMAL PAYMENTS
PLC.
16 April 2015
Optimal Payments plc
Results of Extraordinary General Meeting
An Extraordinary General Meeting of Optimal Payments plc (the
"Company") was held on 16 April 2015 at 11.00 a.m. at The Forum,
17-18 Mount Havelock, Douglas, Isle of Man, IM1 2QG.
The ordinary resolutions to approve the Acquisition as a reverse
takeover for the purposes of the AIM Rules for Companies, to enter
into certain financing arrangements, to increase the authorised
share capital of the Company, to authorise the Board of the Company
to allot new ordinary shares and to disapply pre-emption rights,
each in connection with the Acquisition and the Rights Issue and as
set out in the notice of Extraordinary General Meeting contained
within the Prospectus posted to shareholders on 23 March 2015, were
duly passed at the Extraordinary General Meeting.
A summary of the proxy votes lodged in advance of the
Extraordinary General Meeting is shown below:
Resolutions For & Discretion Against Withheld
------------------------- -------------------- --------------- ---------
Number % Number % Number
------------------------- ------------ ------ -------- ----- ---------
To approve the
acquisition of
Sentinel Topco
Limited by Netinvest
Limited as a reverse
takeover for the
purposes of the
1 AIM Rules for Companies 106,713,664 99.99 900 0.01 125,159
------------------------- ------------ ------ -------- ----- ---------
To approve the
entry by the Company
into certain finance
documents in connection
with the acquisition
of Sentinel Topco
2 Limited 106,713,664 99.99 900 0.01 125,159
------------------------- ------------ ------ -------- ----- ---------
To increase the
authorised share
capital of the
Company by the
creation of 400,000,000
3 new ordinary shares 106,698,148 99.98 16,416 0.02 125,159
------------------------- ------------ ------ -------- ----- ---------
To authorise the
Directors to allot
up to 309,414,855
new ordinary shares
in aggregate in
the capital of
4 the Company 106,704,504 99.99 10,060 0.01 125,159
------------------------- ------------ ------ -------- ----- ---------
To authorise the
Directors to allot
up to 309,414,855
new ordinary shares
other than on a
pro-rata basis
5 to shareholders 106,688,444 99.98 24,795 0.02 126,484
------------------------- ------------ ------ -------- ----- ---------
The issued share capital of the Company on the date of the
meeting was 163,497,304 ordinary shares of 0.01 pence.
A copy of the Resolutions will shortly be available for
inspection on the National Storage Mechanism at
www.morningstar.co.uk/uk/NSM. The Prospectus published by the
Company on 23 March 2015 is also available for inspection at
www.optimalpayments.com.
The Record Date for entitlement under the Rights Issue was 5.00
p.m. on 14 April 2015. Provisional Allotment Letters are expected
to be posted today to Qualifying Non-CREST Shareholders, other than
(subject to certain exceptions) Qualifying Non-CREST Shareholders
who are Excluded Shareholders. CREST stock accounts of Qualifying
CREST Shareholders, other than (subject to certain exceptions)
Qualifying Non-CREST Shareholders who are Excluded Shareholders,
are expected to be credited with Nil Paid Rights in respect of New
Ordinary Shares as soon as practicable after 8.00 a.m. on 17 April
2015.
Applications have been made to the London Stock Exchange for
272,495,506 New Ordinary Shares, fully paid and conditional on
allotment, to be admitted to trading on the AIM market of the
London Stock Exchange. It is expected that Admission of the
272,495,506 New Ordinary Shares (nil paid) will occur at 8.00 a.m.
on 17 April 2015.
The latest time and date for acceptance, payment in full and
registration of renounced Provisional Allotment Letters is expected
to be 11.00 a.m. on 1 May 2015.
The ability to participate in the Rights Issue is subject to
certain restrictions relating to Shareholders with registered
addresses or who are located or resident in countries outside the
UK (details of this are set out in the Prospectus).
Completion of the Acquisition remains subject to certain
conditions and further updates will be made in due course.
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
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
IMPORTANT NOTICE
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares referred to in this announcement except on
the basis of the information contained in the Prospectus published
by Optimal Payments plc in connection with the Rights Issue.
The Prospectus has been published and is available from the
registered office of the Company and on the Company's website at
www.optimalpayments.com provided that the Prospectus is not,
subject to certain exceptions, available (whether through the
website or otherwise) to Shareholders in the United States or other
Excluded Territories. The Prospectus gives further details of the
New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights
being offered pursuant to the Rights Issue.
Capitalised terms defined in the Prospectus published on 23
March 2015 shall have the same meaning when used in this
announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction. This announcement cannot be relied upon
for any investment contract or decision.
The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, Australia, Canada, New Zealand, Japan or any other Excluded
Territory and should not be distributed, forwarded to or
transmitted in or into any jurisdiction where to do so might
constitute a violation of the securities laws or regulations of
such jurisdiction. There will be no public offer of Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares in the United
States, Australia, Canada, New Zealand, Japan or any other Excluded
Territory.
The distribution of this announcement and/or the Prospectus
and/or the Provisional Allotment Letter and/or the transfer of Nil
Paid Rights, Fully Paid Rights and/or New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law, 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.
In particular, subject to certain exceptions, the information
contained herein, the Prospectus and the Provisional Allotment
Letter should not be distributed, forwarded or transmitted in or
into the United States, Australia, Canada, New Zealand or Japan or
any other Excluded Territory.
This announcement does not constitute or form part of an offer
or solicitation to purchase or subscribe for securities of the
Company in the United States, Australia, Canada, New Zealand or
Japan or any other Excluded Territory. The Nil Paid Rights, the
Fully Paid Rights, the New Ordinary Shares and the Provisional
Allotment Letters have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of 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 SEC,
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 or 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 Letter, 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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
-ends-
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The company news service from the London Stock Exchange
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