SafeCharge Regulatory News (SCH)

SafeCharge International Group Limited

("SafeCharge" or the "Company")

First day dealings on AIM for SafeCharge

Oversubscribed Placing raising US$125 million

SafeCharge, an international provider of payments services, risk management and IT solutions for online businesses, is pleased to announce that Admission and trading of its Ordinary Shares commences today on the AIM market of the London Stock Exchange ("AIM").

The Placing, which was substantially oversubscribed, successfully raised US$125 million (£75.75 million), before expenses, via the placing of 46,759,260 new Ordinary Shares at the Placing Price of 162 pence per share. The total number of Ordinary Shares in issue at Admission will be 149,759,260, giving SafeCharge a market capitalisation of approximately US$400 million (c.£242.6 million) at the Placing Price.

The net proceeds of the Placing will be used to invest in the Company's development and expansion, including through an acceleration of the Company's acquisition strategy focused on payment service providers particularly in Asia Pacific and the Americas and building upon the Company's position as a leading provider of comprehensive payments services, risk management and IT solutions for online businesses.

Shore Capital is acting as nominated adviser and broker to SafeCharge.

SafeCharge's TIDM Code is "SCH" and its ISIN number is VGG7776M1014.

Highlights

§ US$125 million Placing as part of Admission

§ SafeCharge is a payment partner across a diversified, blue chip client base

§ Leading supplier to merchants in the regulated European sports betting and gaming industry, retail securities derivatives and foreign exchange trading sector as well as enjoying a significant presence in digital goods and services

§ Notable clients include Gala Coral, Rank Digital Gaming, William Hill and FX Pro

§ MasterCard Principal Member and application for equivalent status with Visa

§ Between 2010 and 2013 the total annual value of transactions processed by the Group on behalf of merchant clients increased from US$1.6 billion (£1.0 billion) to US$4.8 billion (£2.9 billion)

§ In the year to 31 December 2013 the Group recorded turnover of US$43.2 million (£26.0 million) and adjusted EBITDA of US$11.3 million (£6.8 million)

§ No shares sold by existing shareholders, Chief Executive Officer Mr David Avgi or Northenstar Investments Limited, a company owned by a trust the sole beneficiary of which is Mr Teddy Sagi

§ Planned dividend pay-out ratio of up to half of EBITDA of the Company

David Avgi, SafeCharge Chief Executive Officer, said:

"We are delighted with SafeCharge's IPO and successful admission to AIM. The substantial over demand from high quality institutional investors is a strong endorsement of our business model and investment proposition. The proceeds of the Placing will be deployed to accelerate the Company's growth strategy both through acquisition and organic means. Furthermore the Board believes that the listing on AIM will improve the Group's profile in attracting prospective clients."

Enquiries

Unless the context otherwise requires, defined terms shall have the meaning ascribed to them in the Admission Document available on the Company's website. The exchange rate used in this announcement is GBP1.00: US$1.65.

Notes to Editors

SafeCharge is an international provider of payments services, risk management and IT solutions for businesses that wish to accept or make online payments. The Group is a payment partner across a diversified, blue chip client base. SafeCharge is recognised as a leading supplier to merchants in the regulated European sports betting and gaming industry, retail securities derivatives and foreign exchange trading sector as well as enjoying a significant presence in digital goods and services. Notable clients include: Gala Coral; Rank Digital Gaming; William Hill and FX Pro.

The Group was founded in response to the emerging need for reliable and secure online payment systems and has evolved to become one of the market leaders in payments and risk management services through processing payment cards and alternative payment methods. The Group has a history of innovation and employs proprietary award-winning technology and methodologies to service a stable and growing merchant client base. SafeCharge has been Payment Card Industry Data Security Standard ("PCI-DSS") Level 1 certified since 2007; PCI-DSS is the industry standard required in order to be listed as a data security compliant service provider by MasterCard, Visa and American Express.

Between 2010 and 2013 the total value of transactions processed by the Group on behalf of merchant clients increased from US$1.6 billion (£1.0 billion) to US$4.8 billion (£2.9 billion). In the year to 31 December 2013 the Group recorded turnover of US$43.2 million (£26.0 million) and adjusted EBITDA of US$11.3 million (£6.8 million). Between 2012 and 2013 the Group's revenue increased by 31.4 per cent. and adjusted EBITDA increased by 47.4 per cent.

Business overview

§ A partner to blue chip organisations in outsourced payment solutions

§ Operations across Europe with offices in Austria, Bulgaria, Cyprus, Germany, Israel and the UK; c.200 employees

§ End to end electronic payments processing, risk management and IT solutions

§ Established relationships with major Tier 1 financial institutions

§ Approximately $4.8 billion value of transactions processed in 2013

§ Award winning technology and services

§ A wholly owned subsidiary which is regulated as a Payment Institution across the EEA together with PCI-DSS certification

SafeCharge provides online merchants with comprehensive payment solutions which include secured connectivity to financial institutions, a hosted payment page with customisable, personalised checkout options, a risk management/fraud prevention platform and advanced back-office tools. The Group, which has over 500 active clients, has developed long-standing relationships with a broad range of financial institutions, including card acquirers and providers of alternative payment methods such as digital wallets, real time bank transfers and mobile payments.

SafeCharge is PCI-DSS certified (the highest level) and therefore authorised to process, transmit and store card holder data. This PCI-DSS status also allows SafeCharge to provide outsourced services to merchants wishing to reduce the scope of their PCI-DSS compliance burden.

The Group's key strengths

The Directors believe that the Group has a number of attributes which, collectively, differentiate the Group in the market in which it operates, including, but not limited to:

§ diversified client base as a leading supplier to merchants in the regulated European sports betting and gaming industry, retail securities derivatives and foreign exchange trading sector;

§ offers innovative solutions including "Cashier", an advanced customisable payment page;

§ award winning, robust technology;

§ a scalable, proprietary technology platform and business model;

§ a business-to-consumer Digital Wallet product expected to be launched in Q4 2014;

§ high margins and high levels of cash generation; and

§ "acquiring" status with MasterCard Europe (and application for equivalent status with Visa Europe) which is expected to lead to improved margins and competitiveness and reduce risks for the Group.

Ends.