SafeCharge Regulatory News (SCH)

SafeCharge International Group Limited

("SafeCharge" or the "Company")

Update on re-domicile of the Company to Guernsey

Total Voting Rights

SafeCharge (AIM: SCH), the global provider of payments services, technologies and risk management solutions for online and mobile businesses, provides the following update in respect of the migration of the Company's domicile to Guernsey (the "Migration") and resultant re-admission to the AIM Market of the London Stock Exchange ("AIM").

The Migration is expected to complete prior to market opening on 30 October 2015. As part of the Migration and resultant re-admission to AIM, Guernsey ordinary shares in the capital of the Company will be issued to replace the existing issued BVI ordinary shares ("BVI Ordinary Shares").

Admission and CREST settlement

The ISIN of the Guernsey Ordinary Shares will be GG00BYMK4250

The SEDOL of the Guernsey Ordinary Shares will be BYMK425

The TIDM of the Guernsey Ordinary Shares will remain SCH

Application has been made to the London Stock Exchange for the 151,575,515 ordinary shares of US$0.0001 each in the capital of SafeCharge ("Guernsey Ordinary Shares") to be admitted to trading on AIM. It is expected that the Guernsey Ordinary Shares will be issued, their admission will become effective and that dealings in the Guernsey Ordinary Shares will commence on 30 October 2015.

Once the Migration is effective, anticipated to be on 30 October 2015 (the "Effective Date"), the BVI Ordinary Shares will be de-listed from AIM. The last day of dealings in the BVI Ordinary Shares is expected to be on 29 October 2015. The last day for registration of transfers of the BVI Ordinary Shares is expected to be on 29 October 2015.

On the Effective Date, all certificates representing the BVI Ordinary Shares will cease to be valid and binding in respect of such holdings and should be destroyed. Definitive share certificates for the Guernsey Ordinary Shares of shareholders who held their BVI Ordinary Shares in certificated form are expected to be despatched within 10 days of the Company's 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.

BVI Ordinary Shares held in uncertificated form will be disabled in CREST on the Effective Date.

Shareholders who, as at close of business on 29 October 2015, hold their BVI Ordinary Shares in electronic form in a CREST account by way of the Depositary Interests established by the Company, will be issued Guernsey Ordinary Shares which will be credited to their CREST accounts on 30 October 2015.

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

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

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.

New Articles

The Company will adopt new Articles of Incorporation upon completion of the Migration ("New Articles"), which will replace the Company's existing Articles of Association for the Company ("Existing Articles").

The New Articles are in substantially the same form as the Existing Articles and were approved by shareholders at the Company's AGM held on 19 May 2015. 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.

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.

Total Voting Rights

For the purposes of the FCA's Disclosure and Transparency Rules, the Company advises that the total number of shares in issue and total voting rights as at the date of this notice is 151,575,515.

The Company does not hold any shares in treasury and, therefore, the above figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.

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About SafeCharge

SafeCharge International Group Limited is a global 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. SafeCharge has been Payment Card Industry Data Security Standard ("PCI-DSS") Level 1 certified since 2007 and is listed on the Alternative Investment Market of the London Stock Exchange (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.

www.safecharge.com