SafeCharge Regulatory News (SCH)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

SafeCharge International Group Limited ("SafeCharge", the "Company" or the "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

4th Floor

Frances House

Sir William Place

St Peter Port

Guernsey

Channel Islands GY1 4EU

COUNTRY OF INCORPORATION:

Guernsey - from 30 October 2015

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.safecharge.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

SafeCharge is an international provider of payments services, technologies and risk management solutions for online and mobile businesses The SafeCharge group has a diversified, blue chip client base and is a trusted payment partner for customers from various e-commerce verticals.

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 technologies 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 and is listed on the London Stock Exchange AIM market (LSE: SCH). The Company's wholly owned subsidiary, SafeCharge Limited, is an authorized Electronic Money Institution regulated by the Central Bank of Cyprus and a principal member of MasterCard Europe and VISA Europe.

The SafeCharge group has operations in the UK, Cyprus, Bulgaria, Israel, Germany, Austria and Ireland

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

151,401,758 ordinary shares of US$0.0001 each in the capital of SafeCharge ("New Ordinary Shares").

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on re-admission.

Anticipated market capitalisation on admission: £425 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

68.35%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

Not applicable

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Roger Dean Withers (Non-Executive Chairman)

David Avgi (Chief Executive Officer)

Muhammad Ali Farid Khwaja (Chief Financial Officer)

Timothy (Tim) Simon Mickley, ACMA (Corporate Development Director)

Edmond (Ed) William Warner, OBE (Non-Executive Director)

John Le Poidevin FCA (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Significant shareholders before and after re-admission:

Northenstar Investments Ltd*………………………………66.05%

JPMorgan Asset Management (UK) Limited..…………….7.66%

* a company wholly owned by the Goodfidelity Trust, the sole beneficiary of which is Teddy Sagi

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Not applicable

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) Not applicable - existing issuer re-admitting to AIM

(iii) Annual report to 31 December 2015 - published by 30 June 2016

(iv) Half year report to 30 June 2016 - published by 30 September 2016

(v) Annual report to 31 December 2016 - published by 30 June 2017

EXPECTED ADMISSION DATE:

Re-admission expected on 30 October 2015

NAME AND ADDRESS OF NOMINATED ADVISER:

Shore Capital & Corporate Limited

Bond Street House

14 Clifford Street

London W1S 4JU

NAME AND ADDRESS OF BROKER:

Shore Capital Stockbrokers Limited

Bond Street House

14 Clifford Street

London W1S 4JU

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Not applicable

DATE OF NOTIFICATION:

17 September 2015

NEW/ UPDATE:

NEW

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

AIM

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

2 April 2014

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Confirmed

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.safecharge.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Board's strategy is to continue to grow and further develop the Group's operations in payment technologies and processing, merchant acquiring and card services. The Board will consider further expansion of these divisions if it is deemed appropriate and in the best interests of the Company and its shareholders.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

There has been no significant change in the financial or trading position of the Company since 31 December 2014, being the end of the last financial period for which audited statements have been published, except for the unaudited interim results for the six months ending 30 June 2015 (and associated trading statement), released on 16 September 2015 and certain other developments that have been announced by the Company that are summarised below:

For the six months ending 30 June 2015 the group reported:

· Revenues up 44% to US$49.5m (H1 2014: US$34.4m)

· Gross Profit up 40% to US$28.5m (H1 2014: US$20.3m)

· Adjusted EBITDA up 41% to US$15.2m (H1 2014: US$10.8m)

· Adjusted profit up 59% to US$16.1m (H1 2014: US$10.1m)

· Cash flows from operations US$14.5m (H1 2014:US$10.2m)

· Reported profit after tax US$12.4m (H1 2014: US$4.8m)

· Cash balances as at 30 June of US$115.7m (30 June 2014: US$142m)

· Recommended interim dividend up 39% to 4US$cents per share (H1 2014: 2.88US$cents per share). The dividend shall be paid in sterling, and shareholders will receive 2.6 pence per share

The Current trading update issued by the Company on 16 September 2015 stated that:

"The Group's business continues to grow, with new products, a strong pipeline and many new clients scheduled to go live on the SafeCharge system in the second half. The Directors remain very confident for the full year 2015 and beyond."

During the period from 1 January 2015 to 16 September 2015 the Company made the following announcements:

· On 23 April 2015 SafeCharge announced that it launched a PokerStars-branded prepaid MasterCard® that allows poker players in the UK to withdraw and deposit direct to their bank account.

· On 23 April 2015 SafeCharge announced the appointment of Ali Farid Khwaja as Group Chief Financial Officer and Tim Mickley as Group Business Development Director.

· On 1 May 2015 SafeCharge announced that it had agreed to enter into a strategic partnership with South East Asia-focused payment services company 2C2P to extend SafeCharge's technology product offering to 2C2P's merchants being, mainly, travel businesses and retailers in South East Asia. Separately, the Company completed a minority investment in 2C2P.

· On 3 June 2015 SafeCharge announced that it had agreed to enter into a strategic partnership with German based FinTech Group AG (FLA.GR) to develop banking services offerings in areas including banking transaction services, mobile payments and debit cards. As part of the strategic partnership SafeCharge invested approximately €10 million for a 5% equity interest in FinTech Group AG.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Company will be insufficient for at least 12 months from the date of its Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

No such lock-in arrangements currently applicable.

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

CREST

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.safecharge.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

1. Reasoning behind the migration to Guernsey

At the time of the Company's IPO in April 2014, the Board indicated that it would review the potential to migrate the Company away from the British Virgin Islands. Following this review the Directors were of the opinion that a migration to Guernsey in the UK Channel Islands was in the best interests of the Company and its shareholders.

Guernsey is a recognised base for financial funds and companies, many of which are listed on the London Stock Exchange. The Directors believe that a migration to Guernsey would help facilitate a potential future move by the Company from AIM to the Main Market of the London Stock Exchange. In addition, as a company incorporated in Guernsey, SafeCharge will fall under the auspices of The City Code on Takeovers and Mergers, thereby affording additional protections to shareholders. The Directors also believe that as a Guernsey-domiciled company, SafeCharge will be a more attractive investment proposition and that such a move would help facilitate greater liquidity in the Company's shares.

At the Company's AGM in May 2015 shareholders approved those resolutions seeking permission for the proposed migration, by way of re-domiciling the Company, to Guernsey. Following those approvals, applications were submitted, and approval received, from the relevant authorities in the British Virgin Islands and Guernsey for the domicile of the Company to be migrated away from the British Virgin Islands to Guernsey. The Guernsey authorities have indicated that the migration process will complete on 30 October 2015. The migration process is to take place by way of a continuation under the laws of the British Virgin Islands and of Guernsey which means that the Company will continue and remain as the same corporate entity.

2. Application of The City Code on Takeovers and Mergers ("City Code")

Upon re-domicile to Guernsey and subsequent re-admission to AIM on 30 October 2015, the City Code will apply to the Company.

The Panel on Takeovers and Mergers (the "Panel") is an independent body whose main functions are to issue and administer the City Code and to supervise and regulate takeovers and other matters to which the City Code applies in accordance with the rules set out in the City Code. The City Code is designed to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The City Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

Under Rule 9 of the City Code, any person who acquires an interest (as defined in the City Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person.

Unless the Panel otherwise consents, an offer under Rule 9 must be made to all other shareholders, be in cash (or have a cash alternative) at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interests in shares of the company during the 12 months prior to the announcement of the offer and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50 per cent. of the voting rights.

For so long as Northenstar Investments Ltd continues to be interested in more than 50 per cent. of the total voting share capital of the Company in issue, it may increase its aggregate interest in the Company's ordinary shares without incurring any obligation under Rule 9 of the City Code to make a general offer.

3. Admission and CREST settlement

As part of the re-domicile to Guernsey and following re-admission to AIM new shares in the Company will be issued to replace the existing issued ordinary shares.

The ISIN of the New Ordinary Shares will be GG00BYMK4250.

The SEDOL of the New Ordinary Shares will be BYMK425.

Application will be made to the London Stock Exchange for the 151,401,758 New Ordinary Shares to be admitted to trading on AIM. It is expected that the New Ordinary Shares will be issued, their admission will become effective and that dealings in the New Ordinary Shares will commence on 30 October 2015.

Once the re-domicile of the Company to Guernsey is effective, anticipated to be on 30 October 2015, the Company's existing ordinary shares will be de-listed from AIM. The last day of dealings in the Company's existing ordinary shares is expected to be on 29 October 2015. The last day for registration of transfers of the Company's existing ordinary shares is expected to be on 29 October 2015.

These dates may be deferred if there is any delay in obtaining approval of the re-domicile to Guernsey and/or the re-admission to AIM. In the event of a delay, the application for cancellation of the Company's existing ordinary shares will be deferred so that the admission will not be cancelled until immediately prior to the effective date of the re-domicile to Guernsey.

On the effective date of the re-domicile to Guernsey, all certificates representing the Company's existing ordinary shares will cease to be valid and binding in respect of such holdings and should be destroyed. Definitive share certificates for the New Ordinary Shares of shareholders who held their existing ordinary shares in certificated form are expected to be despatched within ten days of re-admission to AIM. In the case of joint holders, certificates will be despatched to the joint holder whose name appears first in the register of members. All certificates will be sent by pre-paid first class post at the risk of the person entitled thereto.

Existing ordinary shares held in uncertificated form will be disabled in CREST on the effective date of the re-domicile to Guernsey.

For shareholders who hold their existing ordinary shares in electronic form in a CREST account by way of the Depositary Interests established by the Company as at close of business on 29 October will be issued New Ordinary Shares which will be credited to their CREST accounts on 30 October 2015. CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument.

The New Articles (defined at paragraph 5, below) permit the holding of New Ordinary Shares under the CREST system. The Company will apply for the New Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in New Ordinary Shares following Admission may take place within the CREST system. CREST is a voluntary system and holders of New Ordinary Shares who wish to receive and retain share certificates will be able to do so.

The Company reserves the right to issue New Ordinary Shares to all shareholders in certificated form if, for any reason, it wishes to do so.

All the New Ordinary Shares will be in registered form and no temporary documents of title will be issued.

All mandates in force on the effective date of the re-domicile to Guernsey relating to payment of dividends on the Company's existing ordinary shares and all instructions then in force relating to notices and other communications will, unless and until varied or revoked, be deemed from the effective date of the re-domicile to Guernsey to be valid and effective mandates or instructions to the Company in relation to the corresponding holding of New Ordinary Shares.

4. Pre-emption rights

Pursuant to the New Articles, the Company may only issue 'equity securities', being ordinary shares in the Company or rights to subscribe for, or to convert securities into, ordinary shares in the Company, to existing shareholders on a pre-emptive basis pro rata to their existing holdings.

This pre-emption requirement does not apply, however, where equity securities are to be issued as bonus shares, for non-cash consideration or to be held for the benefit of an employee share scheme.

The shareholders may, by special resolution, waive the pre-emption requirement in respect of such number of equity securities and for such time as set out in the special resolution.

5. New Articles

The Company will adopt new Articles of Incorporation upon completion of the migration of the Company to Guernsey ("New Articles"), in replacement of the existing Articles of Association for the Company ("Existing Articles").

The New Articles are in substantially the same form as the Existing Articles. The only material changes to the Company's constitution which will be effected by the adoption of the New Articles are as follows:

1. a new article 2.2 has been added which requires shareholders of the Company to grant authority to the Board to issue any shares in the Company from time to time; and

2. article 13 of the Existing Articles (Purchase of Own Shares) has been deleted and article 2.4 of the New Articles has been included in its place. Under article 2.4 of the New Articles, any repurchase of the Company's shares now requires shareholder approval.

6. Taxation

This section outlines the general UK and Guernsey tax considerations for UK resident and Guernsey resident individuals and corporate shareholders relating to the payment of dividends by the Company on ordinary shares, and on future sales by shareholders of their ordinary shares in the Company.

The following information is intended as a general guide only based on current Guernsey or UK tax legislation, including published HMRC practice, as it applies to holding or disposing of ordinary shares. It is intended only for shareholders who are resident and domiciled in the UK, or resident in Guernsey, for tax purposes and who will hold ordinary shares as an investment and who will be the absolute beneficial owners of them.

Non‑UK resident and non‑UK domiciled shareholders should consult their own professional advisers.

The information is given by way of general summary only and does not purport to be a comprehensive analysis of the tax consequences applicable to shareholders and may not apply to certain classes of shareholders who are subject to special rules, such as dealers in securities, broker‑dealers, insurance companies and collective investment schemes. In addition, except where the position of non‑UK residents is expressly referred to, the following statements relate solely to shareholders who are either resident, or in the case of individuals, domiciled in the United Kingdom or Guernsey for tax purposes.

The following comments are prepared on the basis that the Company is resident in Guernsey and does not operate from a permanent establishment in the UK; is not managed and controlled in the UK; does not presently trade from within the UK; is not presently liable to UK Corporation Tax; and is not required to be registered for UK Value Added Tax.

Shareholders who are in any doubt as to their tax position, or who are subject to tax in a jurisdiction other than the United Kingdom or Guernsey, should consult their professional adviser without delay.

UK Taxation

The Company

The policy of the Group will be to continue to manage and operate each of the Group companies in a way that is intended to ensure that it has a taxable presence only in the jurisdiction in which each Group company is incorporated and that it has no taxable permanent establishments or other taxable presence in any other jurisdiction. It is the intention of the Directors to continue to conduct the affairs of the Company such that the central management and control of the Company is exercised in Guernsey so that the Company has no UK taxable presence.

Taxation of dividends

Individuals

Individual shareholders receiving a dividend also receive a notional tax credit in respect of the dividend equal to one ninth of the amount of the dividend paid (or ten per cent. of the combined amount of the tax credit and the dividend). The amount of the dividend received by such an individual Shareholder and the associated tax credit form part of the Shareholder's income for UK tax purposes.

The rate of income tax on dividends is ten per cent. for individuals not liable to tax at a rate above the basic rate. For such individuals, the tax credit therefore discharges their income tax liability and no further tax is due. Individual shareholders who are subject to the higher rate of income tax are liable to tax on dividends at the rate of 32.5 per cent. After taking account of the tax credit, such shareholders will have further tax to pay equal to 22.5 per cent. of the combined amount of the dividend and the tax credit, or 25 per cent. of the net dividend paid. Individual shareholders who are subject to the additional rate of income tax are liable for tax on dividends at the rate of 37.5 per cent. After taking account of the tax credit, such shareholders will have further tax to pay equal to 27.5 per cent. of the combined amount of dividend and the tax credit or approximately 30.56 per cent. of the net dividend paid.

Shareholders who are not liable to UK tax on dividends, including pension funds and charities, are not entitled to claim repayment of the tax credit (or any part of it).

Companies

Overseas dividends received by a UK resident corporate shareholder that is not a small company will be exempt from UK corporation tax subject to certain conditions. A small company is defined by reference to the European Commission's Recommendation EC 2003/361/EC which states a company is 'small' in an accounting period if in that period its number of employees does not exceed 50 and, either its turnover or balance sheet total does not exceed €10 million. Small and non‑small companies should seek their own tax advice on the taxation of dividends from the Company. If the distribution is received by a company which is not 'small' then for the distribution to be exempt it must fall within one of five exempt classes defined in the UK tax legislation. Given the broad nature of the exemptions dividends received by most UK corporate shareholders should qualify for exemption from UK taxation.

UK pension funds and charities are generally exempt from tax on dividends that they receive.

Capital Gains

For the purposes of UK taxation of chargeable gains the purchase of ordinary shares under the 2015 AIM Placing will be regarded as an acquisition of a new holding in the company.

A disposal of ordinary shares by a Shareholder may, depending upon the Shareholder's circumstances, give rise to a liability to UK taxation on chargeable gains.

Individuals

Where an individual Shareholder disposes of ordinary shares at a gain, capital gains tax will be payable to the extent that the gain exceeds the annual exemption (£11,100 for 2015/16) and after taking account of any capital losses (and other reliefs or exemptions) available to the individual.

For individuals, capital gains tax will be charged at 18 per cent. where the individual's taxable income and gains are less than the upper limit of the income tax basic rate band (for 2015/16 £31,785. To the extent that any chargeable gains when aggregated with income arising in a tax year exceed the upper limit of the income tax basic rates band, capital gains tax will be charged at 28 per cent..

Where a Shareholder disposes of the ordinary shares at a loss, the loss should be available to offset against other current year gains or carried forward to offset against future gains.

Companies

Where a Shareholder is within the charge to corporation tax, a disposal of ordinary shares may give rise to a chargeable gain (or allowable loss) for the purposes of UK corporation tax, depending on the circumstances and subject to any available exemption or relief. Corporation tax is charged on chargeable gains at the rate applicable to that company (up to 20 per cent. for the financial year 1 April 2015 to 31 March 2016). Indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax but may not create or increase any allowable loss.

Where a Shareholder disposes of the ordinary shares at a loss, the loss should be available to offset against other current year gains or carried forward to offset against future gains. In certain circumstances, the loss may be available to offset against taxable income in the current year (depending upon, inter alia, the circumstances of the Company and the Shareholder).

Stamp Duty and Stamp Duty Reserve Tax

Stamp duty should not be chargeable in respect of a transfer of ordinary shares held in CREST, provided there is no instrument of transfer of the ordinary shares.

Stamp duty should not be chargeable in respect of a transfer of ordinary shares for which there is an instrument of transfer, provided the ordinary shares are admitted to trading on a recognised growth market but not listed (for the purposes of the stamp duty exemption) on a recognised stock exchange. Otherwise, stamp duty would generally be chargeable on the instrument of transfer, at the rate of 0.5 per cent. of the amount or value of the consideration given for the transfer, unless the instrument is executed outside the UK and is kept outside the UK and does not relate to any property situated, or to any matter or thing done or to be done in the UK. Any stamp duty will normally be the liability of the purchaser or transferee of the ordinary shares.

Stamp duty reserve tax should not be chargeable in respect of any agreement to transfer ordinary shares, provided either:

· The ordinary shares are not registered in a register kept in the UK by or on behalf of the Company and the ordinary shares are not paired with shares issued by a body corporate incorporated in the UK, or

· The ordinary shares are admitted to trading on a recognised growth market but are not listed (for the purposes of the SDRT exemption) on that or any other recognised stock exchange.

Otherwise, SDRT would generally be chargeable on an agreement to transfer ordinary shares for consideration in money or money's worth, at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. The SDRT charge should be cancelled (or repaid) if, within six years of the SDRT charge arising, an instrument of transfer of the ordinary shares is duly stamped or is not chargeable to stamp duty or required to be stamped. SDRT will normally be the liability of the purchaser or transferee of the ordinary shares. SDRT on transactions in ordinary shares settled within CREST or reported through it for regulatory purposes, will generally be collected and accounted for to HMRC by CREST.

Inheritance Tax

Inheritance tax may be payable where an individual dies (wherever they are domiciled) holding ordinary shares or where certain lifetime gifts are made of ordinary shares by individuals or certain trustees.

Under current law, the main occasions on which IHT is charged are on the death of the Shareholder, on any gifts made during the seven years prior to the death of the Shareholder, and on certain lifetime transfers, including transfers to trustees or appointments out of trusts to beneficiaries, save in very limited circumstances. Special rules also apply to close companies and trustees of settlements.

The inheritance tax rules are complex and shareholders should consult an appropriate professional adviser in any case where they think the rules may be relevant.

Section 13 Taxation of Chargeable Gains Act 1992 ("TCGA")

The attention of United Kingdom individual investors resident and domiciled in the United Kingdom is drawn to the provisions of Section 13 TCGA under which, in certain circumstances, a portion of capital gains made by the Company can be attributed to an investor who holds, alone or together with persons connected with him, more than 25 per cent. of the ordinary shares. The capital gains attributed to the investor may (in certain circumstances, and subject to certain exemptions not applying) be liable to United Kingdom tax on capital gains in the hands of the investor.

Guernsey Taxation

The Company

On completion of the migration procedures and entry in the Guernsey Company Registry, the Company will be resident for tax purposes in Guernsey and subject to the company standard rate of income tax in Guernsey, currently at zero per cent. provided the income of the Company will not include: (i) income from banking, fiduciary services, domestic insurance business and insurance and fund management (subject to tax at 10 per cent.); (ii) income from trading activities regulated by the Office of the Director General of Utility Regulation (subject to tax at 20 per cent.); or (iii) income from the ownership of land and buildings situated in Guernsey (subject to tax at 20 per cent.). It is not intended that the income of the Company will derive from any of these sources.

There will be an obligation on the Company, when it makes distributions to Guernsey resident "beneficial members", to withhold and pay over tax at a rate of up to 20 per cent. on behalf of the relevant shareholders to the Director of Income Tax. The liability to account for tax from the Company's distributions arises where the beneficial member is resident in Guernsey for Guernsey tax purposes. Provided the beneficial member is not resident in Guernsey, then the Company's distributions can be paid free of withholding tax.

The Company will have a reporting requirement to file returns with the Director of Income Tax for distributions to Guernsey residents.

Shareholders

Shareholders who are resident in Guernsey, Alderney or Herm will incur Guernsey income tax on distributions of income (such as dividends) paid to them on ordinary shares. The Company will be required to treat any such dividend to a Guernsey resident beneficial member as being declared gross but paid net, and to pay the appropriate tax on the Shareholder's behalf to the States of Guernsey. Shareholders resident outside Guernsey will not be subject to any tax in Guernsey in respect of, or in connection with, the acquisition, holding or disposal of any ordinary shares or Subscription Shares owned by them.

Stamp duty

No stamp duty is chargeable in Guernsey on the issue, or repurchase of shares in the Company.

EU Savings Tax Directive

Shareholders who are individuals resident in a member state of the European Union or certain other jurisdictions should be aware of the provisions of Council Directive 2003/48/EC (the "EU Savings Tax Directive") regarding taxation of savings income in the form of interest payments pursuant to which income realised upon the sale, refund or redemption of shares in certain undertakings for collective investment, as well as any income in the form of dividends or other distributions made by such undertakings for collective investment, may (depending upon the location, classification and investment portfolio of the undertaking) become subject to the reporting regime or withholding tax regime imposed by the EU Savings Tax Directive, if such payment is made or secured by a paying agent established in either a member state of the EU or in certain other jurisdictions which have agreed to introduce an equivalent reporting or withholding tax regime in respect of such payments. The withholding tax regime applies only in Luxembourg, Austria, and certain jurisdictions outside the European Union, and only for a transitional period (which will terminate at the end of the first full fiscal year following agreement by certain non‑EU countries to exchange of information procedures relating to interest and other similar income). Under such a withholding system, the beneficial owner of such payments must be allowed to elect that certain provision of information procedures should be applied instead of withholding. The rate of withholding is 35 per cent. Luxembourg has announced that, from 1 January 2015, it will no longer make use of the transitional arrangements and will exchange information automatically under the EU Savings Tax Directive.

Guernsey has introduced measures that are equivalent to the EU Savings Tax Directive. The Company will not, under the existing regime, be regarded as an undertaking for collective investment established in Guernsey that is equivalent to a UCITS authorised in accordance with EC Directive 85/611/EEC of the Council (as recast by EC Directive 2009/65/EC (recast)) for the purposes of the application in Guernsey of the bilateral agreements on the taxation of savings income entered into by Guernsey with member states of the EU. Consequently, in accordance with current States of Guernsey guidance on the application of the bilateral agreements, where the Company's paying agent (as defined for these purposes) is located in Guernsey, the paying agent would not be required to exchange information regarding distributions made by the Company and/or the proceeds of the sale, refund or redemption of shares in the Company.

On 24 March 2014, the Council of the European Union adopted Directive 2014/48/EU amending the EU Savings Tax Directive. Directive 2014/48/EU entered into force on 15 April 2014, but the changes will become effective only when implemented in domestic legislation. Member states of the EU have until 1 January 2016 to adopt national legislation necessary to comply with Directive 2014/48/EU and that legislation must apply from 1 January 2017. The changes will broaden the scope of the EU Savings Tax Directive. Among other things, they will expand the circumstances in which payments that indirectly benefit an individual in a member state of the EU must be reported. This approach will apply to payments made to, or secured for, persons, entities or legal arrangements (including trusts) where certain conditions are satisfied, and may in some cases apply where the person, entity or arrangement is established or effectively managed outside of the EU. Shareholders who are in any doubt as to their position should consult their own tax advisers.

Tax Information Reporting Agreements

The Company may be subject to the Foreign Account Tax Compliance Act ("FATCA"). In 2013 the States of Guernsey signed an inter‑governmental agreement with the United States ("Guernsey ‑ US IGA") concerning the implementation of FATCA. The IGA provides details of the mechanism by which Guernsey‑based entities will provide disclosure details in respect of certain investors in the Company who are residents or citizens of the US. The Guernsey ‑ US IGA is implemented through Guernsey's domestic legislation. 

The Company reserves the right to request from any investor or potential investor such information as is deemed necessary to comply with FATCA and any obligations arising under the related IGA.

Also in 2013 the States of Guernsey signed an inter‑governmental agreement with the UK ("the Guernsey ‑ UK IGA") under which certain disclosure requirements will be imposed in respect of certain investors in the Company who are residents of the UK.

The Guernsey ‑ UK IGA is also implemented through Guernsey's domestic legislation. 

Guernsey has announced that it will become an "Early Adopter" of the Common Reporting Standard (CRS) and this is likely to be implemented from 1 January 2016. As a result, further similar agreements with other jurisdictions are expected to be executed in the future and the Company reserves the right to request from any investor or potential investor such information as is deemed necessary to comply not only with the existing inter‑governmental agreements referred to above but any similar agreements relating to automatic exchange of information.

7. Risk Factors

An investment in the Company involves a variety of risks. Accordingly, prospective investors should consider carefully the specific risk factors set out below in addition to the other information contained in this document before investing in the Company. The Directors consider the following risks to be the most significant for potential investors, but these risks are not set out in any particular order of priority. In particular, the Company's performance may be materially and adversely affected by changes in the market and/or economic conditions and by changes in the laws and regulations (including any tax laws and regulation) relating to, or affecting, the Company or the interpretation of such laws and regulations.

If any of the following risks materialise, the business, financial condition, results or future operations of the Group could be materially and adversely affected. In such circumstances, the trading price of the ordinary shares could decline and investors could lose part or all of their investment in the ordinary shares. In addition, the risks below are not the only risks to which the Company may be subject. The Company may be unaware of certain risks or believe certain risks to be immaterial which later prove to be material.

Therefore, the information set out in this announcement should be carefully considered, together with the risks normally associated with businesses of a similar nature to the Company, in addition to those risks described below which solely relate to the Company ceasing to be registered in the British Virgin Island and becoming Guernsey registered.

a). Changes to the tax laws in Guernsey, Cyprus and/or the other jurisdictions of incorporation of the Group's subsidiary companies

The levels of relief from taxation may change, which could adversely affect the financial prospects of the Group and/or the returns available to shareholders. The tax reliefs referred to in this announcement are those available as at the date of this announcement and their value depends on the individual circumstances of any particular investor. Tax risks include, but are not limited to, the following:

· transfer pricing risk in relation to any transactions between related parties that are not conducted on an arm's length basis. This could involve an adjustment to the tax calculation for the parties concerned to take account of arm's length pricing; and

· the risk that the tax laws in jurisdictions in which the Company or its subsidiaries have, or will have, a taxable presence could change to impose or increase a tax liability;

If, under the laws of the relevant jurisdictions of incorporation of the Group's subsidiary companies, there were to be a change to the basis on which dividends could be paid by such companies, this could have a negative effect on the subsidiaries' ability to pay dividends to the Company, which in turn could impact on the Company's ability to pay dividends to shareholders.

b). Maintenance of tax residence in Guernsey

In order to ensure the Company does not become tax resident in any jurisdiction other than Guernsey, the Company is required to be controlled and managed in Guernsey. The composition of the Board, the place of residence of the individual members of the Board, and the location(s) in which the Board makes decisions will be important in ensuring that the Company does not become tax resident in any jurisdiction other than Guernsey. Whilst the Company is incorporated in Guernsey, the Company must also ensure that management and control decisions are made in Guernsey (and not made in, for example, the United Kingdom), so that the Company does not become tax resident in a jurisdiction other than Guernsey. As such, management errors could potentially lead to the Company being considered tax resident in a jurisdiction other than Guernsey (e.g. UK tax resident), which in turn could have a material adverse effect on the Company's business, financial condition and prospects and/or operating results.

c). The rights of shareholders and the fiduciary duties owed by the Board will be governed by Guernsey law and the New Articles

The Company has been incorporated under the Companies (Guernsey) Law, 2008 (as amended) and any ordinances and regulations issued thereunder (the "Companies Law"). The rights of its shareholders and the fiduciary duties that its Board owes to the Company and shareholders are governed by Guernsey law and the New Articles. As a result, the rights of shareholders and the fiduciary duties owed to them and the Company may differ in material respects from the rights and duties that would be applicable if the Company were organised under the laws of a different jurisdiction or if the Company was not permitted to vary such rights and duties in its New Articles. 

8. Other material differences in regulatory provisions/shareholder rights that may apply to company incorporated in Guernsey

There are no material differences in regulatory provisions/shareholder rights that may apply to the Company, once it becomes a company incorporated in Guernsey, that have not been covered elsewhere in this announcement.

9. Additional Information

a) Key transactions

The key transactions entered into by the Company and its subsidiaries since the date of Admission in relation to the shares of other bodies corporate are as follows:

· a minority investment in 2C2P PTE Ltd, a South East Asia-focused payment services company, pursuant to the terms of an Investment Agreement dated 30 April 2015;

· a minority investment in FinTech Group AG, a German-based banking platform, pursuant to the terms of an agreement dated 2 June 2015;

· the acquisition of the entire issued share capital of CreditGuard Ltd pursuant to the terms of a share purchase agreement dated 11 December 2014; and

· the acquisition of the entire issued share capital of 3V Transaction Services Limited pursuant to the terms of a share purchase agreement dated 9 January 2015.

b) Directors' and other interests

As at the date of this document, options to subscribe for shares in the capital of the Company are held as follows:

*Granted to Foxberry Limited, which is ultimately owned by a trust, the beneficiary of which is David Avgi.

As at the date of this document, the total amount of Company shares under options is 10,828,632.

c) Directors' service agreements and letters of appointment

The Company has updated the directors' salaries or annual fees to the following amounts:

· £325,000 for David Avgi as chief executive officer of the Company;

· £60,000 for each non-executive director;

· £80,000 for Roger Withers as non-executive chairman; and

· £200,000 for Tim Mickley as corporate development director.

The Company has in place a service agreement with Ali Khwaja, chief financial officer. The agreement continues until terminated either (i) by the Company on three months' notice or (ii) by Mr Khwaja on one months' notice. The agreement provides for an annual salary of £120,000 and a discretionary annual bonus of up to 167 per cent. of annual salary (save that, in cases of exceptional performance, the Remuneration Committee may at its discretion increase such annual bonus above this limit) and a discretionary award of share options. The agreement contains customary provisions on confidentiality, non-compete, non-solicit, non-deal, non-poach and intellectual property.

d) Directors' other directorships

In addition to being directors of the Company, the directors have held or hold the following directorships (excluding subsidiaries of any company of which he or she is a director) and/or has been/is a partner in the following partnerships within the last five years immediately prior to the date of this document:

Roger Withers

Tim Mickley

*A significant shareholder in NetPlay TV Plc (NetPlay) is ultimately owned by a trust, in which Teddy Sagi is beneficially interested. Tim has also been a director of a number of companies related to Teddy Sagi, including Brickington Trading Limited and Safecap International Limited.

Ed Warner

John Le Poidevin

e) Material contracts

Set out below is a summary of contracts (other than contracts entered into in the ordinary course of business) entered into by any member of the Group since the date of Admission and which are or may be material to the Group or which contain any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of this document.

(i) On 11 December 2014, the Company and the individual sellers of Credit Guard Ltd ("Credit Guard") entered into a share purchase agreement for the acquisition of the entire issued share capital of Credit Guard ("Credit Guard SPA"). Pursuant to the terms of the Credit Guard SPA, the Company agreed to pay an initial cash consideration of US$8 million and a deferred consideration capped at US$0.4 million, which is subject to customary closing adjustments.

The Company has given certain representations and warranties to the Sellers as to the existence of the Company and that it has the necessary corporate authorities to execute and deliver the Credit Guard SPA and any associated transaction documents. It further represented and warranted that there are no further consents or approvals necessary in connection with the execution or delivery by the Company of the Credit Guard SPA. The sale and purchase completed on 9 January 2015.

(ii) On 9 January 2015, the Company as guarantor, Safecharge Limited (Buyer) and the sellers of 3V Transaction Services Limited (3V) entered into a share purchase agreement for the acquisition of the entire issued share capital of 3V (3V SPA). Pursuant to the terms of the 3V SPA, the Buyer agreed to pay a total consideration of €14.5 million with an initial consideration of €11.6 million payable on completion and the balance payable over three years.

The Company irrevocably and unconditionally guaranteed to the sellers the due and punctual performance of each obligation of the Buyer in the 3V SPA and agreed to indemnify the sellers against all costs, claims, expenses, losses and damages which the sellers incur or suffer arising from any breach by the Buyer of such obligations, including the obligation to make deferred consideration payments in January for the following three years post completion. The sale and purchase completed on 9 January 2015.

f) Licences

(i) On 10 December 2014, the Company was granted approval for Issuing Activity from MasterCard Europe. Such approval was an extension of the Company's Principal Membership with MasterCard Europe.

(ii) On 16 September 2014, the Company announced that its wholly owned operating subsidiary, SafeCharge Limited, had been authorised as an Electronic Money Institution. This authorisation allowed SafeCharge Limited to issue electronic money in accordance with the European Union E-money directive and as authorised by the Central Bank of Cyprus.

(iii) On 26 August 2014, the Company was granted principal membership status for merchant acquiring by VISA Europe.

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

www.safecharge.com

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None.