LONDON, MONTREAL and NEW YORK (21 May, 2015) - Optimal Payments Plc
(LSE AIM: OPAY, "Optimal Payments" or the "Group")announces a trading
update for the year to date ahead of the Annual General Meeting taking
place later today.
Revenue and EBITDA in US Dollars (the Group's reporting currency) for
the year to date for Optimal Payments' existing operations are in line
with expectations notwithstanding the recent weakness of the Euro. The
consolidation of Meritus and GMA in the US, acquired in July 2014, has
progressed well and these businesses are being managed as one integrated
business unit together with the NETBANX Straight Through
Processingbusiness. The strong trading we experienced in 2014 has
continued in 2015 with both the NETELLER Stored Value and
NETBANXbusinesses performing very well.
Acquisition of Skrill
The principal focus of corporate activity in this financial year has
been on the acquisition of Skrill for a total consideration of €1.1
billion and its associated funding.
In the period since the announcement of the transaction, the equity
element of this funding has been accomplished through a fully
underwritten rights issue of five new ordinary shares at 166p for every
three shares held to raise a total of £451 million. Acceptances were
received from qualifying shareholders for almost 97 per cent. of the
total new ordinary shares being offered with the balance being placed
with institutional investors at 290p. In addition, a funding term loan
of €500 million, also fully underwritten by BMO, Barclays and Deutsche
Bank, has been successfully raised together with the arrangement of a
€78 million revolving credit facility.
Completion of the acquisition is now subject to the satisfaction of
certain conditions, which primarily comprises regulatory approval by the
UK's FCA, which is expected to be received in Q3. On completion, the
vendors of Skrill will receive the agreed cash consideration of €720
million and approximately 37.5 million new ordinary shares in Optimal
Payments, representing 7.9 per cent. of the enlarged issued share
capital of the Group. These shares are subject to lock-in arrangements
for a period of 180 days from the date of issue.
Management has continued to plan the integration of Skrill into the
Group with a dedicated internal team addressing all aspects of combining
the two groups and focusing in particular on the combination of
Skrill's Stored Value businesses with NETELLER. As originally
announced, the Group expects to generate some $40 million of synergy
benefits by the end of the first full year of ownership to 31 December
2016. These benefits are in addition to the customer and geographic
diversification and the increased scale and market presence of the
enlarged Group.
At the time of the announcement of the transaction, it was stated
that Skrill was due to complete a small acquisition of its own - Ukash, a
pre-paid e-money payment provider. This acquisition completed on 31
March 2015 and will be merged into Skrill's paysafecard business.
Main market listing
As a consequence of the substantially increased size of the enlarged
Group, it was announced that Optimal Payments would seek admission to
listing of its ordinary shares 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. The process to move
from AIM to the main market is underway and, following such a move, it
is expected that the Company's ordinary shares would be eligible for
inclusion in the FTSE 250 Index of the London Stock Exchange.
Half Year results and Capital Markets Day
Half Year results for the existing Optimal Payments businesses to 30 June 2015 are expected to be announced on 26 August 2015.
The Group intends to host a Capital Markets Day during Q4 for
investors, analysts and lenders. At the event, management will set out
its strategy for the combined businesses of Optimal Payments and Skrill
and report on integration progress. It is expected that this event will
take place in November 2015 and will be accompanied by a trading
update.
Commenting on today's trading update, Joel Leonoff, President & CEO, said:
"We were delighted with the response from all of our shareholders to
the acquisition of Skrill which is a real game changer for us. The
enlarged Optimal Payments, on completion, will become a leading player
in the markets we serve and create additional opportunities for further
profitable growth. It will also deliver benefits to our shareholders in
the shape of accretive earnings from next year, enhanced liquidity from
the intended move to the main market and, in due course, inclusion in
the FTSE 250."
Dennis Jones, Chairman of Optimal Payments, said:
"On behalf of the Board, I'd like to thank our shareholders for their
support and our management team and staff for their hard work in
turning the acquisition of Skrill from an aspiration into a reality."
About Optimal Payments Plc
Optimal Payments is a global provider of online payment solutions,
trusted by businesses and consumers in over 200 countries and
territories to move and manage billions of dollars each year. Merchants
use the NETBANX® platform and services to simplify how they accept
credit and debit card, direct-from-bank, and alternative and local
payments; and the NETELLER® service to increase revenues and capture new
customers. Consumers use the multilingual and multicurrency NETELLER
and Net+® Card stored-value offering to make secure and convenient
payments. In addition, Optimal Payments Card Services, another division
of Optimal Payments, provides innovative prepaid products and services
to merchants. Optimal Payments Plc is quoted on the London Stock
Exchange's AIM, with a ticker symbol of OPAY. Subsidiary company Optimal
Payments Ltd is authorized and regulated as an e-money issuer by the
UK's Financial Conduct Authority (FRN: 900015).
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