TIDMOPAY
RNS Number : 4936K
Optimal Payments PLC
17 April 2015
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS
ANNOUNCEMENT.
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 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.
17 April 2015
Optimal Payments plc
Admission of Nil Paid Rights
Optimal Payments plc (the "Company") announces that, pursuant to
the Rights Issue announced on 23 March 2015, 272,495,506 New
Ordinary Shares of 0.01 pence each will be admitted, nil paid, to
trading on the AIM market of the London Stock Exchange plc at 8.00
a.m. today.
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-
This information is provided by RNS
The company news service from the London Stock Exchange
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