Paysafe Group Regulatory News (PAYS)

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

19 December 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 arrangement

under section 152 of the Isle of Man Companies Act 1931

Allotment of Shares

Paysafe Group PLC ("Paysafe") announces that on 18 December 2017:

1. 9,994,429 ordinary shares of £0.0001 each in Paysafe were issued in order to satisfy outstanding awards made under the Paysafe Group PLC Long Term Incentive Plan approved on 25 May 2016 and the Optimal Payments PLC Long Term Incentive Plan adopted on 3 March 2010 (the "Newly Issued LTIP Shares"); and

2. 3,718 ordinary shares of £0.0001 each in Paysafe were issued in order to satisfy outstanding awards made under the International Sharesave Plan (the Canada and USA Schedule as amended on 20 July 2016 (the "Inve$t NA Plan") (the "Newly Issued Inve$t NA Shares")

(together, the "Newly Issued Shares").

Given the imminent cancellation of the admission of Paysafe's ordinary shares on the official list of the UK Listing Authority (the "Official List") and to trading on the main market for listed securities of the London Stock Exchange plc (the "Main Market") in connection with the Scheme, the Newly Issued Shares will not be admitted to the Official List and to trading on the Main Market.

Paysafe confirms that, as at the date of this announcement, it has in issue 498,466,311 ordinary shares of £0.0001 each, 488,468,164 of which are admitted to trading on the Main Market and have the International Securities Identification Number GB0034264548. As at the date of this announcement, Paysafe holds no ordinary shares as treasury shares.

Unless otherwise defined, capitalised terms used in this announcement have the meanings given to them in the scheme document published on 31 August 2017.

Enquiries:

Paysafe

Lazard (Lead financial adviser to Paysafe)

RBC Capital Markets (Financial adviser to Paysafe)

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

Brunswick Group (Public relations adviser to Paysafe)

Further information

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 or 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, 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.

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.