Accesorios para cables y postes Portalínea vertical unipolar

The definitions set out below apply throughout this document, unless the context requires otherwise.

"Acquisition" the proposed acquisition by the Optimal Payments Group of the entire issued share capital of Skrill pursuant to the terms of the Acquisition Agreement;

"Acquisition Agreement" the agreement entered into on 23 March 2015 between Optimal Payments and Sentinel Group Holdings S.A.;

"active customers" in respect of the Optimal Payments Group, means those customers who have transacted using an Optimal Payments Group product within the preceding 12 months and in respect of the Skrill Group means those customers who have transacted using a Skrill Group product within the preceding 12 months;

"active merchants" in respect of the Optimal Payments Group, means those customers who have transacted using an Optimal Payments Group product within the preceding 12 months and in respect of the Skril Group means those customers who have transacted using a Skrill Group product within the preceding 12 months;

"Admission" Rights Issue Admission or Completion Admission as the context requires;

"AIM" the market of that name operated by the London Stock Exchange;

"AIM Rules for Companies" the rules and guidance which set out the obligations and responsibilities in relation to companies whose shares are admitted to trading on AIM as published by the London Stock Exchange from time to time;

"Articles of Association" or "Articles"

the articles of association of the Company; "Bank of Montreal" Bank of Montreal

"BMO Capital Markets" BMO Capital Markets Limited;

"Board" the board of directors of the Company from time to time;

"Business Day" any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday;

"Canaccord" Canaccord Genuity Limited;

"Capita Asset Services" the trading name of Capita Registrars Limited; "certificated" or "in certificated

form"

a share or other security which is not in uncertificated form (that is, not in CREST);

"Closing Price" the closing, middle market quotation in Pounds Sterling of an Existing Ordinary Share, as published in the Daily Official List;

"Co-Lead Manager" BMO Capital Markets Limited;

"Completion" completion of the Acquisition in accordance with the terms of the Acquisition Agreement;

"Completion Admission" the admission of the Skrill Consideration Shares and the readmission of the Pre-Completion Existing Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies;

"CREST Shareholders" Shareholders holding Ordinary Shares in CREST in uncertificated form;

"CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear;

"CREST Manual" the rules governing the operation of CREST, constituting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended);

"CREST Regulations" the Uncertificated Securities Regulations 2005 (SD No. 754/05), as amended form time to time; "CVC" (i) the CVC Funds and (ii) the general partners,

managers and investment advisers of the CVC Funds and their respective employees, officers, partners, agents and consultants;

"CVCFunds" CVC European Equity Partners V (A) L.P., CVC European Equity Partners V (B) L.P., CVC European Equity Partners V (C) L.P., CVC European Equity Partners V (D) L.P., and CVC European Equity Partners V (E) L.P.;

"Daily Official List" the daily official list of the London Stock Exchange; "Deutsche Bank" Deutsche Bank AG, London Branch;

"Directors" the directors of the Company at the date of this document and "Director" means one of them; "EBITDA" earnings before taxation, net financing costs,

depreciation and amortisation; "EEA" the European Economic Area;

"Enlarged Group" the Optimal Payments Group as enlarged by the Acquisition;

"Enlarged Share Capital" the expected issued ordinary share capital of the Company following as the context requires, the issue of the New Ordinary Shares pursuant to the Rights Issue and the Skrill Consideration Shares; "EU" the European Union;

"euro" or "€" the single currency of the member states of the European Union that adopt or have adopted the euro as their lawful currency under the Treaty on the Functioning of the European Union;

"Euroclear" Euroclear & Ireland Limited;

"Executive Directors" the executive directors of the Company from time to time, which at the date of this document are Joel Leonoff and Brian McArthur-Muscroft;

"Excluded Shareholders" subject to certain exemptions, shareholders who have registered addresses in, who are incorporated in or otherwise resident or located in, the United States or any of the Excluded Territories;

"Excluded Territories" the United States, Canada, Australia, Japan, New Zealand, South Africa and any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law;

"Existing Ordinary Shares" the ordinary shares of £0.0001 each in the capital of the Company at the Record Date;

"FCA" or "Financial Conduct Authority"

the Financial Conduct Authority of the United Kingdom or any predecessor or successor body or bodies carrying out the functions currently carried out by the Financial Conduct Authority;

"Form of Proxy" the form of proxy for use at the General Meeting which accompanies this document;

"Fully Paid Rights" rights to acquire New Ordinary Shares, fully paid; "FSMA" the Financial Services and Markets Act 2000, as

amended;

"FY2012" the financial year ended 31 December 2012; "FY2013" the financial year ended 31 December 2013; "FY2014" the financial year ended 31 December 2014; "FY2016" the financial year ended 31 December 2016; "FY2018" the financial year ended 31 December 2018; "General Meeting" the extraordinary general meeting of the Company

to be convened pursuant to the notice set out in this document (including any adjournment thereof);

"Joint Bookrunners" Canaccord Genuity Limited and Deutsche Bank AG London Branch;

"Latest Practicable Date" 20 March 2015, being the latest practicable date prior to publication of this document;

"Lock-Up Agreement" the lock-up agreement to be entered into prior to Completion by the Company, the Underwriters and Sentinel Group Holdings S.A. and any person to whom Skrill Consideration Shares are issued; "London Stock Exchange" London Stock Exchange plc or its successor(s); "New Credit Facilities" the credit facility agreements of the Optimal

Payments Group, further details of which will be contained in the Prospectus;

"New Ordinary Shares" the Ordinary Shares to be issued by the Company pursuant to the Rights Issue;

"Nil Paid Rights" rights to subscribe for New Ordinary Shares, nil paid;

"Nominated Adviser" Canaccord Genuity Limited;

"Offer Price" 166 pence per New Ordinary Share; "Optimal Payments" or "the

Company"

Optimal Payments plc; "Optimal Payments Group" or "the

Group"

the Company together with its subsidiaries and subsidiary undertakings;

"Ordinary Shares" ordinary shares of £0.0001 each in the capital of the Company;

"Pounds" or "£" or "Pounds Sterling"

the lawful currency of the United Kingdom; "Pre-Completion Existing Ordinary

Shares"

all the Ordinary Shares in existence immediately prior to Completion;

"Prospectus" the prospectus relating to the Company for the purpose of the Rights Issue, the Acquisition and the listing of the New Ordinary Shares on AIM (together with any supplements or amendments thereto) to be published on or about the date of this announcement;

"Provisional Allotment Letter" or "PAL"

the renounceable provisional allotment letter expected to be sent to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Qualifying Non-CREST Shareholders who are Excluded Shareholders), in respect of the New Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue;

"Qualifying CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in uncertificated form;

"Qualifying Non-CREST Shareholders"

Qualifying Shareholders holding Ordinary Shares in certificated form;

"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company on the Record Date; "Record Date" 5.00 p.m. in London on 14 April 2015;

"Regulation S" Regulation S under the US Securities Act; "Regulatory Information Service"

or "RIS"

one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information from listed companies;

"Resolutions" the resolutions to be proposed at the General Meeting;

"Rights" the Nil Paid Rights and/or the Fully Paid Rights; "Rights Issue" the offer by way of rights to Qualifying

Shareholders to subscribe for New Ordinary Shares, on the terms and conditions set out in this document and, in the case of Qualifying Non- CREST Shareholders, the Provisional Allotment Letter;

"Rights Issue Admission" the admission of the New Ordinary Shares (nil paid) to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies;

"Sentinel Shareholder" any direct shareholder as at 23 March 2015 in Sentinel Group Holdings S.A., any direct shareholder in those shareholders, CVC and the IVC Funds;

"Skrill" Sentinel Topco Limited;

"Skrill Consideration Shares" the 37,493,053 New Ordinary Shares to be issued to Sentinel Group Holdings S.A. (or such Skrill Shareholder or Skrill Shareholders as Sentinel Group Holdings S.A. directs) as consideration pursuant to the terms of the Acquisition Agreement;

"Skrill Operating Group" Skrill Group Limited, together with its subsidiaries and subsidiary undertakings;

"Skrill Group" Skrill, together with its subsidiaries and subsidiary undertakings;

"Skrill Shareholder" any Sentinel Shareholder or any connected person (as defined in section 1122 of the Corporation Tax Act 2010) of Sentinel Group Holdings S.A. or of any Sentinel Shareholder;

"subsidiary undertaking" has the meaning given in section 1162 of the UK Companies Act;

"subsidiary" has the meaning given in section 1159 of the UK Companies Act;

"UK Companies Act" the UK Companies Act 2006, as amended, modified or re-enacted from time to time;

"UK Listing Authority" or "UKLA" the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of FSMA;

"Ukash" Smart Voucher Limited; "uncertificated" or "in

uncertificated form"

a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which by virtue of the Isle of Man Uncertificated Securities Regulations 2006, may be transferred by means of CREST;

"Underwriters" Canaccord Genuity Limited, Deutsche Bank AG, London Branch and BMO Capital Markets Limited; "Underwriting Agreement" the underwriting agreement dated 23 March 2015

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States" the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"US Securities Act" the United States US Securities Act of 1933, as amended; and

In document Proyecto definitivo de las redes eléctricas primaria y secundaria de la comunidad campesina San Francisco de Chaclla, provincia de Huarochiri del Departamento de Lima (página 51-57)