optimal payments plc  annual report 2014
delivering on our strategy
annual report 2014
optimal payments plc
audax house finch road
douglas isle of man
im1 2pt
wwwoptimalpaymentscom  
strategic review
02 operating and financial highlights
04 chairman’s statement 
06 president and ceo’s review
12 business overview
14 financial review
17 business risks
21 corporate social responsibility
governance
24 directors and professional advisers
24 board of directors
26   statement of directors’ responsibilities
27 report of the board of directors
29 corporate governance statement
31 report of the remuneration committee
36 report of the audit committee
38 report of the nomination committee
financial statements
40 report of the independent auditors
41 consolidated statement of financial position
42 consolidated statement of comprehensive income
43 consolidated statement of changes in equity
44 consolidated statement of cash flows
45 company statement of financial position
46 company statement of comprehensive income 
47  company statement of changes in equity
48  company statement of cash flows
49 notes to consolidated financial statements
79 financial summary
company information
80 shareholder information
82 corporate directory
82 glossary
82 disclaimer
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wwwcorporateprmcouk   optimal payments plc 
annual report 2014
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
01
our business
optimal payments is a global 
provider of online payment 
solutions trusted by businesses 
and consumers in over 200 
countries and territories to 
move and manage billions of 
dollars each year  with over 650 
employees we maintain offices 
and datacentres in europe  
north america and the uk
we have an exciting and growing business and have 
made real progress in delivering solutions that are 
built on strong technological and risk management 
foundations this report provides a detailed review of 
the group’s performance in 2014 and sets out our vision 
strategy and plans for 2015 and beyond
optimal payments plc is quoted on the london stock 
exchange’s aim with a ticker symbol of opay subsidiary 
company optimal payments ltd is authorised and 
regulated as an emoney issuer by the uk’s financial 
conduct authority frn 900015 
please visit our website at  
wwwoptimalpaymentscom for further information
merchants use the netbanx platform and 
services to simplify how they accept credit and 
debit card directfrombank and alternative 
and local payments we offer high performance
payment processing solutions that use our 
proprietary rich feature set risk management 
expertise and flexible technology our 
understanding knowledge and experience 
allow us to help merchants open new markets 
and optimise the value of the ones they serve 
today wwwnetbanxcom
consumers use the multilingual and multi
currency neteller and net card stored 
value offering to make secure and convenient 
payments worldwide neteller allows 
merchants to increase revenues expand their
businesses and access millions of consumers 
wwwnetellercom optimal payments plc 
annual report 2014 02
financial statement
financial highlights
operational highlights
significant growth with progress  
on all strategic initiatives achieved in 2014 
3650m 2013 2534m 577m 2013 315m
861m 2013 525m
   full year performance reflects significant organic and inorganic growth
   revenue and profitability significantly boosted by the world cup in the first half
   substantial improvement in neteller stored value “sv” business driven by underlying 
improvements in customer conversion and further development of vip programs
   strong growth from netbanx straight through processing “stp” business incorporating 
revenue from the acquired us businesses incorporated in the second half of 2014
   good progress on strategic objectives in european acquiring regulated us online gaming 
integration of mobile payment technologies and card issuing
acquisitions
the successful acquisition of the meritus and gma businesses in the us in july 2014 has contributed to the growth  
and diversification of the group
522
861
ebitda m
65
2014
2013
276 2012
2534
3650
revenue m
44
2014
2013
1791 2012
315
577
net profitloss m
83
2014
2013
2012 12   optimal payments plc 
annual report 2014 03
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
earnings per share cents
52 increase in adjusted diluted eps
cash position m
net debt position of 263m
recognition
a number of awards were won across the business in the past year demonstrating our commitment to delivering an 
excellent service to customers globally and the group’s continued contribution as a provider of outsourced technology 
solutions to the online gambling industry
the igb affiliate awards 2014
winner best payment system for 
affiliates january 2015
european counsel awards 2015
winner elliott wiseman
regulatory financial services 
general counsel march 2015
ga gaming awards 2012
winner payment solutions provider 
company of the year january 2015
ernst  y oung entrepreneur  
of the y ear 2014
winners joel leonoff  danny 
chazonoff coo
ey quebec it entrepreneur 
october 2014
prepaid365 awards 2014
winner best general spend 
prepaid card best gaming 
prepaid card best privacy  
prepaid card may 2014
card not present awards
winner may 2014
uk stock market award 2014
winner joel leonoff
ceo of the year march 2014
the aim awards
winner international company  
of the year award 2013
1065
440
2014
free cash
2014
group cash
2013
free cash
380
38
36
2014
reported
2014
adjusted diluted
22
2013
reported
25 938
2013
adjusted diluted
2013
group cash optimal payments plc 
annual report 2014 04
chairman’s statement
building on our momentum 
introduction
we have continued to successfully grow our 
businesses organically and this growth has been 
supplemented by the acquisition midyear of 
meritus and gma which significantly expanded 
our presence in the north american online 
payments market
strategy
optimal payments has set out five strategic 
initiatives to grow the company
1 drive organic growth in our core business 
lines of straightthroughprocessing stored
value and from 2014 card services
2 develop multichannel solutions for these 
businesses so that their services offered are 
available on the widest and most uptodate 
platforms
3 deliver new and innovative white label 
solutions to our customers that will help them 
retain and win business from their  
own customers
4 position our businesses to take maximum 
advantage of any further legalisation of online 
gambling a worldwide market we know 
intimately in the us and
5 continue our successful ma strategy to 
add scale to our operations – providing the 
acquisition can be completed on terms that 
are earnings accretive from the outset
in 2014 the company advanced all of these 
initiatives and i believe that we will make further 
significant progress in 2015 a detailed report 
on 2014’s achievements is set out in the ceo’s 
review 
results
revenues for 2014 increased by 44 to 365 
million 2013 2534 million boosted by the 
fifa world cup in the first half of the year and 
the contribution of the us businesses that 
were acquired in july 2014 earnings before 
interest tax depreciation and amortisation 
ebitda increased by 65 to 861 million 
2013 522 million reflecting the operational 
leverage of our businesses where revenue rises 
with low marginal cost increases lead to larger 
increases in profits basic earnings per share 
eps increased by 64 to 36 cents 2013 22 
cents and adjusted fully diluted eps increased 
52 to 38 cents 2013 25 cents the group 
ended 2014 with cash excluding customer 
merchant cash of 1065 million 2013 938 
million and free cash of 44 million after 
funding 266 million in part consideration and 
acquisition costs for the us businesses the net 
debt position at year end was 263 million a 
bank facility of 150 million was secured to fund 
the us acquisitions and the group was in full 
compliance with its debt covenants and cleared 
the remaining shareholder loans in january 2014
dividend
the board is not recommending the payment 
of a dividend in respect of 2014 in line with 
our stated policy to reinvest cash generated in 
further growth opportunities
board and governance
in addition to my appointment as nonexecutive 
chairman there have been a number of further 
changes to the composition of the board 
as we seek to put in place the people and 
dennis jones
chairman
this is my first statement to 
shareholders following my appointment 
as chairman in july 2014 and i am 
pleased to be able to report material 
progress during 2014  operationally 
and financially    optimal payments plc 
annual report 2014 05
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
processes that are appropriate for the much 
larger enterprise that we seek to become ian 
jenks and andrew dark became nonexecutive 
directors at the same time as my appointment 
and they bring with them a wealth of experience 
and the type of governance necessary to 
sustain and accelerate our growth plans john 
bateson and jonathan comerford resigned as 
nonexecutive directors on our appointment 
and on behalf of the board i would like to take 
this opportunity to thank them for their valuable 
contributions
shortly after my appointment the board 
instituted a search for a cfo with large public 
company experience in the technology industry 
in december we announced the appointment 
of brian mcarthurmuscroft as cfo and 
executive director of the company brian was 
most recently group finance director at telecity 
group plc where he led the ipo of the business 
in 2007 and was chosen as the icaew’s ftse 
250 finance director of the year in 2012 and 
business week’s finance director of the year 
in 2013 he holds a law degree and qualified 
as a chartered accountant in london with 
pricewaterhousecoopers brian succeeded 
keith butcher whom i must also thank for his 
valuable contribution during the company’s early 
growth phase
with the appointment of the new nonexecutive 
directors brian’s appointment as cfo and the 
tightened corporate governance regime the 
board has now put in place i believe that we 
have a board structure and governance platform 
that positions us well for the future
the future 
we announced the proposed acquisition of 
the skrill group with the release of the full year 
results taking advantage of an opportunity 
to acquire a business we know well which 
combined with optimal payments will be a uk 
based world class and scale online payments 
business these opportunities are few and far 
between the board believes this transaction 
will be accretive for shareholders from the first 
full year of ownership will further diversify our 
client base and additionally enable us to deliver 
enhanced services to existing and prospective 
merchants and customers around the world 
dennis jones
chairman 
22 march 2015  optimal payments plc 
annual report 2014 06
president and ceo’s review
positioned for further growth
introduction
we are extremely pleased with the significant 
growth and strong performances across the 
business in 2014 with revenues up 44 to 
3650 million 2013 2534 million and ebitda 
increasing 65 to 861 million 2013 522 
million this resulted in the group’s profit after  
tax increasing by 83 to 577 million 2013 
315 million which was also favourably 
impacted by an unrealised fair value gain of 
188 million during the current year
we also achieved a number of significant 
milestones in 2014 the launch of the neteller 
and net offerings in the us to enhance 
our position in the regulated online gambling 
market attaining principal membership status 
with visa and mastercard to strengthen our 
netbanx offering in the european union 
and the successful acquisition and ongoing 
integration of the meritus and gma online 
payments companies to our netbanx business 
to establish a significant presence and merchant 
base in the us more recently we have launched 
of a new card issuing services division and 
our netellergo offering for ecommerce 
merchants outside of gambling to contribute to 
continued growth these achievements have all 
been important strategic goals as we continue to 
deliver on our stated objectives we believe that 
the investment we have made in these and other 
areas will help to drive further growth
the neteller stored value business 
continued to perform well through 2014 driven 
by underlying growth in customer metrics and 
an improvement in the gross margin which 
joel leonoff
president and ceo
2014 was a year of significant 
growth for optimal payments with 
substantial increases in revenue 
and profitability setting a solid 
foundation for the year ahead
has significantly contributed to the increase 
in ebitda the netbanx straight through 
processing business also performed strongly 
revenues from the us businesses were 
incorporated in the second half of the year 
following the completion of the acquisitions in 
july our largest merchant contributed 367 
of overall revenue significantly boosted by the 
world cup in the first half this contribution was 
diluted by the inclusion of revenues from the 
us businesses in the second half of 2014 we 
continue to provide neteller and netbanx 
services to this customer worldwide the 
regulatory environment has continued to evolve 
and while this did not materially impact our 
revenues in 2014 some uncertainty persists in 
this regard 
the group was highly cash generative during the 
year enabling us to acquire meritus and gma for 
a combined cost of 225 million payable in cash 
and shares partly financed by new bank debt of 
150 million the group’s ‘own cash’ excluding 
any merchant cash increased to 1065 million 
at year end 31 dec 2013 938 million with free 
cash of approximately 440 million 
in january 2014 we successfully placed our then 
major shareholder’s entire stake 252 of the 
then issued share capital into the market with the 
resulting transformation of our shareholder base 
with 72 institutional shareholders participating in 
the placement the remaining shareholder loans 
of 95 million that were related to the 2011 
acquisition of op inc were converted into equity 
and formed part of this placement   optimal payments plc 
annual report 2014 07
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
neteller stored value “sv”
the group’s neteller sv business 
comprising the neteller and net prepaid 
card stored value offering performed strongly 
throughout 2014 with revenues up 50 to  
896 million 2013 598 million and the gross 
margin improved to 85 2013 84 
the improved cashback based vip member 
loyalty program a strengthened sales team 
an enhanced affiliate program and numerous 
additions to deposit options for members 
worldwide have contributed to increased market 
share primarily in the european online gambling 
market where neteller remains one of the 
two major providers of storedvalue offerings 
key lead indicators such as number of member 
signups and member conversion rates continued 
to improve
in 2014 we built upon our principal issuer 
membership of mastercard through 
improvement of existing products and the 
development of a wider product suite we 
have seen consistent growth with our award 
winning net product with over 450000 
net prepaid cards issued and an average of 
35000 cardholders active every month our 
issuing business made good progress in 2014 
with the continued organic growth of our net 
programme with transaction value of 376 million 
2013 324 million a new card issuing services 
division was launched in october 2014 to offer 
a variety of different programmes from white 
labelled cards to fully customised prepaid and 
multichannel payment solutions leveraging the 
group’s extensive experience in multicurrency 
issuance and settlement to create repeatable 
scalable processes to merchants key strategic 
projects for 2015 are to enhance the offering 
with a pooled accounts solution to support real 
time loading of consumer funds and an agency 
banking solution which will allow prepaid card 
programmes to offer a more comprehensive 
banking experience to their clients including 
internet banking and electronic payments
in july we announced the shirt sponsorship of 
uk premier league football club crystal palace 
fc which has given extensive exposure to and 
raised the awareness of the neteller brand 
in the uk and internationally our focus has 
traditionally been on the online gambling market 
where neteller has a strong market position 
however we recently launched netellergo 
for ecommerce merchants to offer their 
consumers the flexibility of access to indemnified 
alternative payment types to complete their 
purchases optimal payments plc 
annual report 2014 08
progress on  
strategic initiatives
having accomplished all of our stated goals in 2014 
we are excited about the year ahead and the evolving 
opportunities for optimal payments
develop new whitelabel propositions
deploy our technologies in new markets to develop integrated 
payments solutions with key strategic partners 
us gaming opportunity
strong and growing presence in the us and established  
as a leader in gaming payments having serviced all top global 
brands since 1996 
inorganic growth through acquisition
to enhance growth and diversify the business
drive growth in core business lines
obtained principal membership with visa europe and 
mastercard europe for merchant acquiring in the european 
union in january 2014 mastercard principal membership  
for issuing achieved in november 2012
develop multichannel solutions
integrating with our partners to expand on the innovative 
solutions we make available for our customers   optimal payments plc 
annual report 2014 09
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
president and ceo’s review continued
netbanx straight through processing 
“stp” 
the group’s netbanx stp business also 
showed strong growth with full year revenues 
up 42 to 2747 million 2013 1930 million 
the growth was due to increasing demand from 
gambling and nongambling customers alike 
including our largest merchant whose revenue 
increased significantly during the world cup 
the gross margin in netbanx was stable at 
41 2013 42 with the bulk of the direct 
processing costs being fees to acquiring banks 
and other intermediate processors customer 
retention remains high as netbanx provides 
a wide range of payment and fraud prevention 
services through a single customer integration 
point as well as access to more than a dozen 
acquiring banks worldwide the underlying 
platform is scalable and can accommodate a 
large number of new customers 
the integration of the meritus and gma 
businesses is progressing well contributing 
to the growth of the netbanx division in the 
second half of the year acquisition of these 
profitable fast growing and cash generative 
businesses will significantly accelerating optimal 
payments’ expansion into the rapidly expanding 
us ecommerce market by providing it with 
a diversified merchant client base a highly 
agile multichannel sales force operating in 
complimentary and new vertical markets and 
partnerships with leading us acquiring banks 
having secured principal membership with visa 
and mastercard in the european union we are 
now able to offer competitive acquiring services 
to merchants which gives us the opportunity 
to increase the addressable market for our 
netbanx offering principal membership allows 
us to compete with banks and also benefit from 
interchange pricing from visa and mastercard 
we expect to be more competitive in the lower 
risk processing markets whereas to date we 
have mainly focused on moderate to high risk 
markets our lower cost base should result in a 
more balanced mix of merchants in our portfolio 
this business model underpins our confidence 
that netbanx can continue to win business in 
all territories
we have also continued to invest in building out 
our product infrastructure with the specific focus 
of providing etailers and retailers with the tools 
necessary to integrate technologies such as our 
developer centre giving code examples and test 
access to developers in addition we have the 
tools to enable merchants to access alternative 
payment types such as apple pay masterpass 
and pingit to enhance the shopping experience 
for their customers using the most secure 
payment solutions available 
us gaming 
neteller and net products launched in 
the us in march 2014 and we have seen wide 
acceptance and adoption by merchants in new 
jersey nevada and delaware where online 
gambling has been regulated larger and more 
populous us states including california and 
pennsylvania are currently considering licensing 
online gambling in 2015 and beyond 
we are well positioned to gain market share 
in the us market having acquired significant 
us operations through our california based 
businesses meritus and gma we have 
continued to develop our relationships with 
current and potential merchants and have forged 
successful partnerships in the rapidly developing 
area of fantasy sports leagues  optimal payments plc 
annual report 2014 10
president and ceo’s review continued
recognition
we have won a number of awards across the 
business in the past year demonstrating the 
excellent service which we deliver to customers 
globally and the group’s continued contribution 
as a provider of outsourced technology solutions 
to the online gaming industry 
neteller most recently won ‘best payment 
system for affiliates’ at the igb affiliate awards 
and ‘corporate services supplier of the year’ 
at the international gaming awards in february 
2015 our net card achieved ‘best general 
spend prepaid card’ ‘best free prepaid card’ 
‘best prepaid card’ and ‘best gaming prepaid 
card’ at the prepaid 365 awards optimal 
payments won ‘regional payments solution 
of the year’ at the egaming review and was 
recognised as the leading ecommerce platform 
gateway provider at the card not present cnp 
awards
in october 2014 danny chazonoff our chief 
operations officer and i were honoured to 
be named as the winners of ernst  young’s 
entrepreneur of the year quebec’s information 
technology category most recently we were 
proud to announce that elliott wiseman our 
general counsel won the individual award in the 
regulatory financial services category at the 
european counsel awards 2015 in recognition 
of the considerable expertise he has shown in 
leading our legal and compliance functions from 
joining the group in 2011
current trading and outlook 
the underlying business continues to perform 
well having accomplished all we set out to do 
during the year both financially and operationally 
we have emerged with a solid foundation for 
2015 and look forward to maintaining the 
momentum established in 2014 
our executive management team has been 
strengthened through the addition of talented 
and experienced executives from meritus and 
gma and the recent appointment of brian 
mcarthurmuscroft as cfo provides us with 
ftse 250 level experience and pedigree as well 
as great leadership discipline and value for our 
growing business 
we continue to assess ma opportunities that 
provide a strategic fit at the right valuation to 
further accelerate earnings growth diversify 
our business and most importantly deliver 
value to shareholders i would like to thank 
the management team and all staff for their 
outstanding contributions without which the 
group’s success today could not have been 
achieved
joel leonoff
president and chief executive officer
22 march 2015
joel leonoff and danny chazonoff win ernst 
 young’ s entrepreneur of the year quebec’ s 
information t echnology category in october 2014   optimal payments plc 
annual report 2014 11
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
well positioned 
in us gaming
neteller and net products were launched in the 
us in march 2014 and further partnerships have been 
forged including the rapidly developing area of fantasy 
sports leagues
neteller sponsors  
crystal palace
the shirt sponsorship of uk premier 
league football club crystal palace 
has raised the awareness of the 
neteller brand in the uk and 
internationally optimal payments plc 
annual report 2014 12
neteller stored value “sv”
comprised of the neteller and net prepaid card stored value service
netbanx straight through processing “stp”
comprised of payment gateway and bureau services  
neteller sv
the neteller and net stored value offering 
allows consumers to store monetary value 
which can then be used to pay for transactions 
at merchant’s online sites neteller 
established in 1999 has attracted millions of 
consumers who value simplicity convenience 
anonymity and security consumers deposit 
funds into their neteller and net accounts 
via one of over 100 payment options such as 
credit or debit cards internet bank transfers 
and vouchers and then use those funds to 
pay directly for goods or services online the 
neteller and net prepaid card stored value 
account allows members to withdraw funds 
directly from their neteller accounts via atms 
or to pay for goods and services 
neteller derives its revenues by charging 
transaction fees to customers members 
as they deposit funds into their neteller 
account it also charges fees to merchants 
when funds in the neteller account are 
moved to that merchant’s site neteller 
processed over 7 billion in transaction value  
in 2014
netbanx stp
the group’s stp business netbanx provides 
payment processing services for gambling and 
nongambling merchants whose customers 
transact principally online these services are 
provided on platforms in europe north america 
and asia 
in europe and north america netbanx 
processes both card and noncard payments for 
a very diverse set of ecommerce businesses 
this is a fully pci dss level 1 compliant and 
certified service for multichannel cardholder 
not present transactions including web ivr 
call centre mail order and telephone order 
purchases netbanx processes all major credit 
and debit cards including visa and mastercard 
with additional payment support for global 
processing of american express neteller 
paypal ukash and direct from bank payments 
such as ideal giropay and direct debit – all 
through a single integration via multiple acquiring 
banks
in asia netbanx provides a bespoke gateway 
service via an outsourced service provider that 
leverages incountry processors to facilitate 
payments to merchants most of these payments 
are initiated via debit cards the acquisition of the 
meritus and gma businesses has substantially 
increased our us portfolio and will drive multi
channel sales growth in that market
netbanx earns fees for processing online 
transactions either as a fixed fee per transaction 
the “gateway” model or as a percentage of the 
transaction value the “bureau” model where 
the group takes on the risk of managing the 
transaction process instead of an acquiring 
bank netbanx processed over 13 billion in 
transaction value in 2014 with over 130 million 
transactions completed
business overview
two main lines of business
employees in 4 countries corporate customers from 
various industries
650 17

000
in transaction volume in 2014 
from 18bn in 2013
years track record uk fca 
regulated  pci certified
countries and  
territories served

20bn 17 200
the group by numbers   optimal payments plc 
annual report 2014 13
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
the us market 
represents the single 
greatest expansion 
opportunity for optimal 
payments after careful 
evaluation of a number 
of potential candidates 
meritus stood out as  
the perfect choice on  
all fronts
joel leonoff
president and ceo
acquisition of leading payment processing 
company substantially increases scale 
and drives multichannel sales growth in 
rapidly expanding us ecommerce market
established in 2008 meritus is a high growth and 
profitable organisation with a similar entrepreneurial 
corporate culture and set of values to optimal 
payments it has approximately 100 employees 
and processes more than 3 billion in transaction 
volume annually meritus has a proprietary technology 
platform and operates a streamlined and efficient 
merchant on boarding process revenues grew from 
383 million in 2012 to 744 million in 2013 and 
strong growth is expected to continue
meritus solutions
meritus provides global payment solutions that include mobile credit 
and debit cards gift and loyalty cards fraud management automated 
clearing house ach and more proprietary products such as payment 
platform payment xp  recurring billing manager fraud xp and chargeback 
management system allow companies to conduct business wherever it  
takes them built on a foundation of excellence meritus strives to shape  
the payment processing industry
accept all major credit cards
fraud  chargeback management
meritus mobile update xp 
ach recurring billing
ecommerce digital goods b2b
direct response retail healthcare
and more
card not present pointofsale
moto mobile
tokenised to protect data
flexible api for seamless integration optimal payments plc 
annual report 2014 14
financial review
strengthening the group through  
diversification and growth
introduction
this is the first review following my appointment 
as chief financial officer and i am pleased to 
present the consolidated group results for the 
year ended 31 december 2014 i will continue to 
focus on generating controlled sustainable and 
profitable growth across the business 
ebitda increased 65 to 861 million 2013 
522 million and profit after tax increased 
by 83 to 577 million 2013 315 million 
adjusted diluted eps increased 52 to 038 
2013 025 with basic eps increased 64 to 
036 2013 022 
gross profit
full year revenues increased by 44 to 365 
million in 2014 2013 2534 million driven 
by a substantial improvement in high margin 
neteller sv revenues and strong growth in 
the netbanx stp division revenues for the 
h2 totalled 2059 million 2013 1350 million 
incorporating revenues from meritus and gma 
following the completion of these acquisitions on 
23 july revenues in the h1 were 1591 million 
2013 1184 million boosted by c5 million 
from the world cup 
neteller sv performed strongly with revenues 
increased by 50 to 896 million 2013 
598 million and the gross margin improved 
to 85 in 2014 2013 84 as the number of 
new member monthly signups increased by 
78 between december 2013 and december 
2014 and monthly conversions increased by 
109 resulting in the conversion of 95 more 
members in 2014 than 2013 the principal direct 
costs of the neteller sv division that vary 
directly with revenue included in cost of sales 
are transaction related deposit and withdrawal 
continued focus on generating 
controlled sustainable and 
profitable growth across the 
business
fees and bad debts accounting for 13 and 2 
of revenue respectively in 2014 in line with 2013 
additionally with growth in customer signups 
there are ‘stepped’ costs of additional headcount 
in the call centre and the risk department and 
marketing and promotions fees where vip loyalty 
‘cash back’ costs vary in line with vip revenues 
netbanx stp revenues increased by 42 to 
2747 million 2013 1930 million and the 
gross margin adjusted to 41 in 2014 2013 
42 incorporating revenue and processing 
costs derived from the us businesses in h2 
processing costs and bad debts are the only 
costs that are directly variable in line with 
revenues in the stp division accounting for  
59 and 02 of revenue respectively in 2014 
in line with 2013 meritus and gma revenues  
of 45 million and net earnings incurred of  
89 million are included in netbanx stp 
revenues from the date of acquisition  
23 july 2014 with a gross margin of 34 
the group has one merchant located and 
licensed in europe who represented 367  
of total fee revenue in 2014 2013 414 
across all reportable segments and geographies 
the majority of this revenue comes from the 
merchant’s activities in asia in 2014 the 
proportion of revenue contributed by this 
merchant increased significantly as a result of 
the world cup in h1 but slowed in the following 
months to contribute 29 overall in h2 further 
diluted by the inclusion of revenues from the us 
acquisitions overall h2 saw a slowdown in 
revenues generated from the group’s merchants’ 
activities in asia which has now stabilised we 
would expect the concentration of asian based 
revenues to reduce further in the years ahead as 
the group continues to diversify
brian mcarthurmuscroft
chief financial officer   optimal payments plc 
annual report 2014 15
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
investment income of 07 million in 2014 2013 
05 million of revenue was derived from interest 
earned on the group’s cash and the cash  
held by the group on behalf of merchants  
and members 
the group’s gross profit incorporating 
investment income and cost of sale expenses  
is reported at 1891 million in 2014 2013 
1318 million the overall gross margin 
remained stable at 52 in 2014 2013 52
operating expenses
operating expenses increased by 50 to 
1469 million in 2014 2013 982 million due 
primarily to consolidating more than five months 
of operations of the us acquisitions
salaries and employee expenses increased by 
approximately 137 million as we increased 
our headcount by approximately 200 heads to 
over 700 fulltime employees as at 31 december 
2014 the netbanx division now incorporates 
employees at the us businesses acquired in 
july additions to headcount beyond this was 
mainly in technology as we continue to invest in 
our stp platform and product offerings on both 
sides of the business the continued growth in 
neteller necessitated that we added staff 
in our call centre and risk operations to handle 
the higher number of neteller member 
applications and enquiries which have doubled 
since june 2012 share option expenses in 
2014 were 83 million 2013 45 million the 
group continues to use share options and ltips 
to incentivise its employees and management 
team the performance conditions for the ltip 
awards granted in 2012 were met in 2014 and 
the cost has therefore been recognised in 2014 
we have also recognised some of the cost of the 
2014 award based on an expected outturn  
the share options available to employees in 
2011 also vested in december 2014 
technology and software costs increased by 
21 million as we invested in both platforms  
and our outsourced third party costs for our  
asia operations increased in line with the growth 
in that business through 2014 marketing  
and promotions increased by 72 million to 
152 million incorporating costs associated  
with the neteller loyalty programme and  
cash back costs plus costs associated with  
the sponsorship of crystal palace 
a foreign exchange loss of 30 million was 
incurred in 2014 2013 gain of 09 million due 
primarily to the fact that each of the euro and 
gbp weakened against the usd in 2014 while 
the group maintained significant cash balances 
in euro and gbp in excess of what was owed 
to members and merchants the group employs 
forward exchange contracts to mitigate some 
of the exposure of financial risk associated with 
foreign currency balances large balances in 
a number of currencies are held on deposit for 
members and merchants and these balances 
fluctuate due to members and merchants not 
always choosing to deposit and withdraw funds 
in the same source currency whilst this benefits 
the group through the generation of foreign 
exchange revenue it is impossible to perfectly 
predict balances to hedge furthermore the 
results from the group’s subsidiaries in canada 
uk and bulgaria are reported in local functional 
currencies as required under ifrs foreign 
exchange on consolidation of a subsidiary’s 
balance sheet is captured in equity but the 
subsidiary’s individual exposure to foreign 
currency is captured in income
there were no restructuring costs in 2014 2013 
08 million and impairment charges were not 
incurred 
ebitda
ebitda increased 65 to 861 million 2013 
522 million with the ebitda margin increased 
to 24 2013 21 due to the addition of the 
us businesses and the continued scalability of 
operations cash conversion remains strong and 
the group was highly cash generative
profit after tax
depreciation and amortisation was 21 million  
in 2014 2013 135 million which included 
156 million of amortisation of intangible 
assets 2013 93 million and 55 million in 
depreciation of capital assets 2013 42 million 
approximately 31 million of the depreciation 
and amortisation charge in 2014 relates to the 
assets acquired through the acquisition of op 
inc in 2011 2013 33 million and an additional 
61 million relates to the assets acquired through 
the acquisitions of meritus and gma in 2014 the 
neteller sv platform was launched at the end 
of 2010 and is being amortised over five years on 
a straight line basis 
finance costs were 2 million in 2014 2013 
1 million due to the debt incurred to fund the 
acquisitions of the us businesses in july 2014 
the group earns income and pays tax principally 
in canada the usa the uk and the isle of man 
t ax liabilities in these countries are calculated on 
an arm’ s length basis in line with internationally 
recognised transfer pricing principles the 2014 
tax charge is 13 million 2013 12 million
the 2014 yearend provision for income taxes  
of 48 million 2013 512 million includes  
48 million 2013 48 million in relation to 
canadian withholding taxes that were deemed 
to have arisen on the relocation of assets to 
the isle of man from canada in the 2004 and 
2005 taxation years following a seven year 
investigation the canadian revenue agency 
cra claimed that additional withholding taxes 
were payable by the group the provision in 
place at the beginning of the year has not been 
increased during the year as it is believed to 
represent the amount the group will likely be 
required to pay in respect of such withholding 
taxes and interest without this provision the 
group’ s income tax liability at the balance sheet 
date would have been 004 million
the group’ s profit for the year adjusting for  
these expenses and taxation paid is reported  
at 577 million in 2014 2013 315 million
group revenue – by business
 millions fy 2014 fy 2013 growth h1 2014 h2 2014 growth
neteller sv fees 896 598 50 414 482 16
netbanx stp fees 2747 1930 42 1174 1573 34
fee revenue 3643 2528 44 1588 2055 29
investment income 07 05 24
total revenue 3650 2534 44
group revenue – by geography
 millions fy 2014 fy 2013
asia  rest of world 1876 52 1375 54
north america 988 27 509 20
europe 779 21 644 25
fee revenue 3643 100 2528 100 optimal payments plc 
annual report 2014 16
earnings per share
the significant growth in revenue and ebitda has 
resulted in an increase of adjusted diluted earnings 
per share of 52 to 038 2013 025 as 
compared to basic eps which increased 64 to 
036 2013 022 adjusted eps is calculated 
based on adjusted profit after tax reconciliation to 
unadjusted earnings is shown above 
cash position 
total gross cash available to the group was 
1511 million at 31 december 2014 2013 
1706 million this includes the unrestricted cash 
and cash equivalents of 1423 million 2013 
1644 million plus restricted merchant cash 
balances and restricted member cash balances 
which is the excess of qualifying liquid assets held 
in respect of emoney issued to members over 
member balances payable 
included in cash and cash equivalents is a 
transient cash balance totalling 446 million 
2013 768 million that relates to merchant 
transactions processed via the netbanx gateway 
operations and security deposits held from the 
group’ s bureau merchants these gateway 
operations do not fall within the eu definition 
of “emoney” nor does a legal right of offset 
exist between this cash and the corresponding 
merchant liabilities the cash and the merchant 
liabilities relating to gateway operations and 
merchant security deposits are therefore 
recognised both on the face of the balance sheet 
as cash and cash equivalents and as a liability in 
trade and other payables respectively 
group “own cash” position is 1065 million 
2013 938 million after deducting merchant 
cash balances this does not represent the free 
cash of the business as a significant portion is 
tied up in various payment processing channels 
and security deposits free cash available for 
long term investment was approximately 440 
million 2013 380 million at 31 december 
2014
intangible assets 
the net book value of intangible assets at  
31 december 2014 was 761 million 2013 
228 million this includes assets of 198 
million acquired from op inc on 1 february 
2011 and assets of 636 million acquired from 
meritus and gma in 2014 per note 16 of the 
group’s financial statements management 
considered that the carrying value of these 
acquired assets did not need to be impaired 
during the year the group incurred development 
costs to add new functionality to the neteller 
sv and netbanx platforms management 
determined that no impairment was required at 
31 december 2013 in relation to this platform 
liabilities
the remaining shareholder loans of 95 million 
as at end 2013 including accrued interest 
were converted into equity in the company at 
66248 pence per share and formed part of the 
placement on 28 january 2014 these loans 
were related to the 2011 acquisition of op inc 
total current liabilities have decreased to  
1136 million at 31 december 2014 2013 
1176 million despite new debt instruments 
added in 2014 related to the acquisition of the 
meritus and gma this is attributed in large part 
to the decrease in netbanx merchant cash 
processing liabilities to 446 million at end 
2014 from 768 million at end 2013 relating to 
large sums of transient cash due to netbanx 
merchants which has an equal and opposite 
liability included in trade and other payables
net debt
the group was highly cash generative during  
the year and was effectively debt free at  
30 june 2014 enabling us to acquire meritus 
and gma for a combined cost of 225 million 
in july these acquisitions were partly funded 
by a new bank debt facility of 150 million 
provided by the bank of montreal consisting of 
a 100 million term loan facility and a 50 million 
revolving loan facility that are repayable over 
three years the balance was funded by cash  
of 266 million and shares
year end net debt was 263 million the 
increase of 1092 million is due to the debt 
facilities taken to finance the us acquisitions 
the group was in full compliance with its debt 
covenants and has capacity for additional debt 
finance should this be required to capitalise any 
further acquisition opportunities that arise
off balance sheet arrangements
as of 31 december 2014 the group had no 
offbalance sheet arrangements that have or 
are reasonably likely to have a current or future 
material effect on the consolidated financial 
condition results of operations liquidity capital 
expenditures or capital resources 
brian mcarthurmuscroft
chief financial officer
22 march 2015
fy 2014 fy 2013 fy 2014 fy 2013
result m result m eps  eps 
reported profit before tax  diluted eps 590 327 032 020
fx gains losses 30 09 002 00
exceptionals  acquisition costs 116 14 006 001
share based payments 83 45 005 003
fair value gains on share consideration 
payable 188 00 01 000
amortisation on acquired intangibles
1
92 33 005 002
adjusted profit before taxadjusted  
diluted eps 722 410 040 026
adjusted tax 42 15 002 001
adjusted profit after taxdiluted eps 680 395 038 025
weighted average of shares in issue   
  diluted million 1785 1550
1 includes meritus acquired in july 2014  optimal payments acquired in 2011
financial review continued   optimal payments plc 
annual report 2014 17
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
managing risk in our business 
effective risk management is critical to achieving 
the group’s objectives optimal payments 
has a comprehensive system of controls in 
place to manage risks we conduct regular 
reviews of the major risks which may affect our 
business and its financial performance risks 
are identified evaluated and mitigated through 
a combination of a “top down” approach driven 
by the audit committee and the board and 
a “bottom up” process originating from the 
operations the risk management committee 
comprising a number of senior executives 
including the chief operating officer the 
group’s general counsel head of compliance 
and the group’s director of operational risk 
is tasked with identifying and evaluating 
group risks these are pulled together into 
an enterprise risk management framework 
where the risks are prioritised and responsibility 
assigned to an executive for monitoring and risk 
mitigation optimal payments has appointed 
raymond chabot grant thornton to undertake 
regular reviews across the group’s operations 
to assess the controls that are in place to 
mitigate the risks we face
responsibility
the board has oversight responsibility for the 
effective management of all major risks affecting 
the group in each area the board is supported 
by members of the executive management 
team and other managers with key functional 
responsibilities
appropriate policies and procedures
detailed policies and procedures support 
risk management across the group and 
the application and consistency of these 
procedures is reviewed regularly by the group’s 
internal audit function further details of this are 
included in the corporate governance section 
on pages 36 to 37
risk analysis
the group’s principal risks can be categorised 
as either strategic financial operational 
regulatory or market risks as shown below
business risks
managing risk remains a key focus 
strategic risks examples of mitigating activities include
loss of a major customer
loss of one or more major customers of the group could result in a 
material loss of revenue and profit to the group
the group derived approximately 37 of its revenue in fy2014 from  
one customer
•	 developing 	 a 	 diversified 	 customer 	 portfolio 	 both 	 geographically 	 and 	 
by industry sector
•	 building 	 and 	 maintaining 	 close 	 r elationships 	 with 	 customers 	 to	
determine and adapt to their current needs providing the solutions  
and flexibility that they require
•	 dedicated 	 account 	 management 	 for 	 major 	 customers
failure of a major customer 
the business failure of a merchant of the netbanx straight through 
processing division might result in chargebacks from the merchant being 
passed on to the company which could have a materially adverse effect 
on the group’s financial condition
•	 ensuring 	 that 	 the 	 gr oup 	 holds 	 the 	 appr opriate 	 r olling 	 r eserves 	 and	
collateralsecurity and insures against the risk in certain circumstances 
where appropriate and available
•	 assessment 	 of 	 the 	 financial 	 risk 	 befor e 	 accepting 	 the 	 mer chant 	 as 	 a 	
customer and regular ongoing review of the merchant’s performance 
and general financial health
•	 reacting 	 quickly 	 to 	 any 	 marked 	 changes 	 in 	 behaviour 	 including	
transaction patterns cashflows andor chargeback levels
changes in the online gambling industry
the group relies on the continued supply of its services to merchants 
within the online gambling industry if such merchants are subject to 
heavier taxes compliance costs levies or licence fees or are forced to 
cease operating in a jurisdiction as a result of prohibitive legislation it may 
result in reduced demand for the services of the group within the online 
gambling industry
•	 ensuring 	 that 	 the 	 gr oup 	 builds 	 on 	 the 	 inter national 	 diversification 	 of 	
its merchant base to reduce the impact of changes in one jurisdiction 
having a material impact on the group
•	 incr easing 	 the 	 supply 	 of 	 the 	 gr oup’ s 	 services 	 to 	 mer chants 	 outside	 
of the online gambling industry
acquisitions and partnerships
acquisitions and partnerships can play a key role in the group’s strategy 
and the failure to integrate and operate acquired businesses andor 
partnerships represents a commercial risk to the business
•	 managing 	 corporate 	 activity 	 thr ough 	 a 	 structur ed 	 acquisition 	 and	
integration process using multifunctional teams and major programme 
specialists
attracting and retaining the best talent
the group’s success depends on its ability to attract and retain key 
management to drive the business’ development and respond to the 
challenges and opportunities it faces
•	 developing 	 the 	 skills 	 and 	 capabilities 	 of 	 identified 	 staf f 	 as 	 part 	 of 	 talent 	
management
•	 cr eating 	 opportunities 	 within 	 the 	 gr oup 	 for 	 personal 	 development 	 and	
career enhancement by corporate activity optimal payments plc 
annual report 2014 18
financial risks examples of mitigating activities include
relationships with financial institutions
the nature of the group’s business requires it to enter into numerous 
commercial and contractual relationships with banks card schemes 
issuers and other financial institutions the group depends on these 
relationships to operate on a daytoday basis if for any reason any 
banks payment card schemes issuers or financial institutions ceased to 
supply the group with the services it requires to conduct its business it 
could impact the group’s ability to provide its digital payment services
•	 maintain 	 str ong 	 r elationships 	 with 	 financial 	 institution 	 partners
•	 continue 	 to 	 seek 	 new 	 financial 	 institution 	 partners 	 to 	 help 	 build 	 latency 	
into the network
secure sufficient funding
the group has working capital needs which can limit the group’s ability 
to utilise cash for investment purposes access to funding is therefore 
important to retain sufficient flexibility in the group’s strategic development
•	 developing 	 str ong 	 r elationships 	 with 	 financial 	 institutions 	 and 	
shareholders
•	 adopting 	 appr opriate 	 cash 	 management 	 strategies 	 aligned 	 to	
operational and strategic priorities
cost and capital expenditure control
the group’s ability to deliver sustainable improvement in financial 
performance is dependent on controlling costs and capital expenditures
•	 adopting 	 sufficiently 	 detailed 	 budgets 	 and 	 business 	 plans 	 as 	 part 	 of 	 a 	
comprehensive annual budgeting process
•	 monthly 	 r eporting 	 of 	 budget 	 variance 	 and 	 performance 	 to 	 the 	 boar d	
including capital expenditure reviews
operational risks examples of mitigating activities include
complex global operations
the group operates in global markets with customers in over 200 
countries and territories and has a physical presence in a number 
of countries around the world the group runs a number of different 
operating platforms supporting core payment processing services this 
creates complexity within the group’s operations different time zones 
technical interfaces business processes cultures and work practices
•	 building 	 str ong 	 interaction 	 and 	 communication 	 frameworks 	 between	
those operations
•	 defined 	 management 	 structur es 	 with 	 clear 	 r eporting 	 lines
product innovation
the group must continue to enhance and improve the responsiveness 
functionality and features of its products and services and the underlying 
network infrastructure the internet and ecommerce industries are 
characterised by rapid technological change changes in user  
requirements and preferences frequent new product and service 
introductions embodying new technologies and the emergence of new 
industry standards and practices that could render our technology and 
systems obsolete
•	 developing 	 the 	 gr oup’ s 	 capability 	 to 	 inter nally 	 develop 	 acquir e 	 partner	
or licence leading technologies to enhance existing products and 
services and also to develop new products and services
•	 continuing 	 to 	 addr ess 	 the 	 incr easingly 	 sophisticated 	 and 	 varied 	 needs	
of the group’s merchants and responding to technological advances 
and emerging industry standards and practices on a costeffective and 
timely basis
security fraud and money laundering
the group is focused on providing trusted services to consumers 
and merchants and ensuring that data and confidential information is 
transmitted and stored securely ensuring customer data security privacy 
and ongoing compliance with payment card industry regulations requires 
significant capital expenditure
as an online business with little or no facetoface contact with its 
customers the group faces the possibility of reputational damage if there 
was a serious case of a customer using the group’s services to carry out 
money laundering or terrorist financing
•	 operating 	 a 	 number 	 of 	 automated 	 monitoring 	 tools 	 and 	 r esponse	
procedures to identify and react to threats
•	 continuing 	 to 	 invest 	 in 	 solutions 	 that 	 impr ove 	 the 	 gr oup’ s 	 ability 	 to	
manage credit risk and fraud and ensure compliance with regulations  
in the most costeffective and appropriate manner
business risks continued   optimal payments plc 
annual report 2014 19
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
operational risks examples of mitigating activities include
transaction processing
the group relies on the ongoing availability and uninterrupted operation 
of transaction processing systems and services within and outside of the 
group all operational systems are vulnerable to damage or interruption 
from targeted denial of service attacks viruses natural or manmade 
disasters and human or technological failures under a variety of scenarios
•	 pr oviding 	 business 	 r ecovery 	 capability 	 and 	 infrastructur e 	 to 	 enable	
resumption of services to merchants and consumers as quickly and as 
conveniently as possible with minimal disruption and loss of business 
outsourcing risk
the group relies on the services of an outsourced service provider to 
provide services to its largest merchant which is licensed and located in 
europe in relation to its activities in china if the service provider ceases 
to provide services to the group for any reason the group would be 
adversely affected as the directors believe that there are currently no other 
service providers which are capable of replicating the services which the 
group receives
•	 build 	 and 	 maintain 	 a 	 close 	 r elationship 	 with 	 the 	 outsour ced 	 service	
provider
•	 reduce 	 dependency 	 on 	 largest 	 mer chant
cyber security
the it environments of the group may be subject to hacking data theft or 
other cyber security threats which may harm customer relationships and 
the market perception of the effectiveness and resilience of the group’s 
products and services such an attack may also have a material adverse 
effect on the group’s financial condition
•	 ensuring 	 the 	 gr oup 	 has 	 the 	 systems 	 in 	 place 	 to 	 defend 	 against	
potential cyber security threats
regulatory risks examples of mitigating activities include
changes in online gambling regulation
the group relies on the continued supply of its services to merchants 
within the online gambling industry and has a material indirect 
dependency on the chinese online gambling market 
many countries have introduced licensing regimes which has led to 
greater regulatory oversight and scrutiny for many of the group’s 
customers in some cases a lack of clarity in the regulations or conflicting 
legislative and regulatory developments mean that the group’s customers 
may risk failing to obtain an appropriate license having existing licenses 
adversely affected or the group or its customers may be subject to 
actions criminal or civil which could have a material adverse effect on the 
group’s business and financial performance
changes in the applicable regulatory regime or the way in which a regime 
is enforced in an important jurisdiction could also have a material adverse 
effect on the group’s financial performance in that jurisdiction
•	 understanding 	 the 	 specific 	 risks 	 r elated 	 to 	 operations 	 and 	 potential 	
ways to mitigate those risks while maintaining continuous monitoring 
to ensure that the group remains aware of and can react to market 
developments which might impact its business
•	 pr oviding 	 dedicated 	 management 	 legal 	 compliance 	 to 	 compr ehend	
emerging regulatory requirements and lead implementation of 
appropriate strategies
•	 utilising 	 exter nal 	 expertise 	 to 	 guide 	 strategy 	 formulation
the group may be affected by the common reporting standard 
for automatic exchange of financial account information and other 
cross border automatic exchange of information provisions
the uk isle of man and a number of other jurisdictions have announced 
they intend to enter into multilateral arrangements modelled on the 
common reporting standard for automatic and if implemented they 
would require the group to provide certain information to local tax 
authorities about merchants and customers if those merchants or 
customers do not wish to disclose their tax residency or status to the 
group the merchants or customers may cease to utilise the services  
of the group which could have a material adverse effect on the group’s 
financial condition
•	 ensur e 	 that 	 the 	 gr oup 	 pr ovides 	 sufficient 	 communication 	 to 	 its 	
customers and merchants concerning the collection of relevant 
information so that the reasons are understood
•	 putting 	 in 	 place 	 the 	 appr opriate 	 systems 	 to 	 efficiently 	 collect 	 the 	
applicable information optimal payments plc 
annual report 2014 20
business risks continued
market risks examples of mitigating activities include
global economic environment
the global economy provides the broad context for many of the group’s 
operations expanding or contracting demand impacts on the opportunity 
to develop the group’s activities
further the challenging economic conditions increase the risk that 
financial or banking parties or other third party service providers may 
default or cease to provide the group with services
•	 expanding 	 the 	 diversification 	 of 	 the 	 gr oup’ s 	 netbanx 	 stp 	 business 	
across numerous ecommerce verticals reducing the risk from 
concentration on one market vertical 
•	 maintaining 	 a 	 number 	 of 	 alter native 	 pr oviders 	 of 	 “critical” 	 services 	 so	
that in the event of failure replacement providers can be mobilised and 
business processes resumed with minimal disruption
competitive environment
the group operates in rapidly evolving payments markets where service 
provision is intensely competitive and subject to rapid technological 
change the group faces competition from nontraditional participants as 
well as established payment processors
certain competitors have longer operating histories greater financial 
technical marketing or other resources to bring to bear
•	 investing 	 in 	 new 	 pr oducts 	 markets 	 payment 	 types
•	 impr oving 	 r elationships 	 with 	 key 	 mer chants 	 and 	 consumers
risks relating to the skrill acquisition examples of mitigating activities include
risks relating to the skrill acquisition completing
failure to realise the anticipated benefits of the skrill acquisition may have 
a significant impact on the profitability of the group in the future
failure to integrate skrill’s business practices and operations may result in 
management distraction or overstretch with the result that the underlying 
businesses do not perform in line with management or shareholder 
expectations
•	 the 	 gr oup 	 has 	 significant 	 transaction 	 integration 	 experience 	
•	 an 	 integration 	 plan 	 has 	 alr eady 	 been 	 established 	 and 	 is 	 r eady 	 to	
execute on identified synergy opportunities immediately following 
completion
risks relating to the skrill acquisition not completing
completion of the skrill acquisition remains subject to a number of 
conditions including fca approval and approval from regulatory authorities 
in the us the company will incur legal and other professional costs of 
approximately £6 million if the acquisition does not proceed if completion 
of the acquisition does not occur for any reason other than as a result of 
the seller not complying with its obligations under the agreement for the 
acquisition of skrill the company will also be required to make a costs 
reimbursement payment of up to €5 million to the seller
•	 the 	 fca 	 and 	 us 	 appr oval 	 pr ocess 	 is 	 underway 	 and 	 the 	 company 	 is	
confident that approval will be obtained and that completion of the 
acquisition will take place in the third quarter of 2015   optimal payments plc 
annual report 2014 21
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
corporate social responsibility
making a difference
our approach to engaging with our customers 
our employees the industries we serve and the 
broader communities where we do business 
underpins our culture raising awareness of our 
brands and reinforcing our corporate values
customers
the group’s approach to its customers is a key 
strength of the business in attracting customers 
the aim is to win and retain their trust and 
loyalty the group is always aware of the risks 
associated with the transfer of money online 
and its policies and procedures are designed to 
minimise the risks to customers and to gain their 
trust this approach is underpinned by a robust 
identity verification system and corresponding 
ability to “know your customer” this applies to 
both merchants and consumer members group 
procedures validate an individual’s identity and 
thereafter determine what products or services 
are appropriate for that member a similarly 
rigorous process ensures that new merchants 
are appropriate for the group to serve
employees
the board is of the view that the group’s 
continuing success and in particular its ability to 
meet the frequent and varied challenges it faces 
is due to the quality and commitment of its 
workforce the group’s employee management 
priorities including its remuneration strategies 
are based on recruiting and retaining the best 
people in the industry and on encouraging 
working practices that improve productivity 
reduce costs develop talent and give job 
satisfaction
the group is committed to developing ongoing 
communication with all of its employees this is 
achieved through a variety of channels to ensure 
that employees are informed of the group’s 
progress and are recognised for the key roles 
that they play in the group’s success further 
the group is committed to a policy of equal 
opportunity in matters relating to employment 
training and career development of employees 
and is opposed to any form of less favourable 
treatment based on age disability sex marital 
status sexual orientation nationality race or 
religion the group also has a whistleblowing 
policy which was implemented in 2007
trade organisations and industry awareness
as a registered online payments service provider 
facilitating global payments for our merchants 
and customers our business is built on trust 
that’s why we comply with the highest industry 
standards as part of that compliance regime 
optimal payments is proud to be licensed 
or accredited by or belong to the following 
regulatory and industry organisations 
•	 financial conduct authority fca – the 
fca regulates the financial services industry 
in the uk
•	 financial supervision commission 
fsc – the fsc regulates financial services 
on the isle of man
•	 fintrac – the financial transactions and 
reports analysis centre of canada is 
canada’s federal financial intelligence unit
the group is focused on providing 
its services in an ethical and 
responsible manner   optimal payments plc 
annual report 2014 22
corporate social responsibility continued
•	 fincen – the financial crimes enforcement 
network us department of treasury is 
a federal body whose principal aim is to 
combat financial crime in the us
•	 ema – the electronic money association 
is an industry body representing emoney 
issuers and payment institutions in europe
•	 eta – the electronic transactions 
association is an international trade 
association representing companies who 
offer electronic transaction processing 
products and services
•	 iamtn – the international association 
of money transfer networks represents 
banks financial institutions money transfer 
companies networks service providers and 
other organisations involved in the money 
transfer industry
•	 mega – optimal payments is also a 
member of the manx egaming association 
which aims to assist in the continued 
development of the isle of man’s egaming 
industry 
•	 nacha – manages the development 
administration and governance of the 
automated clearing house ach network 
in the us
•	 pci security standards council – the 
pci security council is responsible for the 
development management education and 
awareness of the payment card industry 
pci security standards payment card 
industry pci data security standard dss 
is a 12point set of guidelines for transaction 
security and data protection netbanx has 
achieved level 1 certification the highest 
possible level
•	 vendorcom – the cards and payments 
community is a membership organisation 
that represents key stakeholders in the cards 
and payments industry
senior executives of the group regularly speak 
at industry and investor events in order to raise 
awareness of the group and its business with 
the increasing focus of attention on the regulating 
us gaming market the group has also 
sponsored and been represented at a number 
of gamingindustry events to raise awareness 
of the group’s industryleading solutions for the 
regulated gaming market in north america 
environment and community
whilst we are a low impact company compared 
to many corporations due to the online nature 
of our services we are committed to minimising 
our environmental impact we endeavour to do 
this in our offices by deploying high efficiency 
servers ensuring computer and electrical 
equipment is switched off when not in use 
the group’s annual report is printed on 
regency satin which is fsc certified paper 
we encourage our shareholders to opt in 
for electronic communications to avoid 
sponsorship
y ousif kettanah
optimal payments continues to support sponsor 
yousif kettanah who is based in the calgary 
office to pursue his goal to reach national and 
international powerlifting status in his weight 
class yousif currently competes in the 83kg 
weight class in the open division of the canadian 
powerlifting union 
employees in our office in sofia opted to adopt 
and sponsor an amur tiger in their local zoo 
funds were donated to rebuild the cage and 
support the zoo in maintaining this over the year   optimal payments plc 
annual report 2014 23
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
and alleviate poverty we engaged employees 
across the organisation to choose entrepreneurs 
for microloans making this cause a part of 
our everyday consciousness to date optimal 
payments has advanced 482 loans totalling over 
47000 to individuals in more than 55 countries 
for a diverse range of worthy projects 
unnecessary printing and distribution costs in 
particular for our annual report any shareholder 
wishing to help us in these efforts should visit our 
shareholder portal at wwwoptimalpaymentsplc
sharescom where they can express their 
preferences for mailing information
empowering people and communities 
around the globe
as an employer with several offices in four 
countries we seek to support the communities 
where we have operations by supporting local 
charities in these regions and aim to match 
charitable fundraising by individual employees 
during 2014 the group directly contributed 
105842 2013 90620 to directly support 
charitable causes and continued to encourage 
employees to participate in charitable 
endeavours 
optimal payments partnered with the 
amyotrophic lateral sclerosis society of canada 
als canada in 2012 and processed a record 
amount of online donations as part of the 
successful ice bucket challenge in 2014 to raise 
awareness of als and treat and support people 
living with this disease als canada raised over 
16 million with optimal payments donating 
10000 to this worthy campaign
in january 2008 optimal payments initiated 
microlending sponsorships to entrepreneurs 
via kiva as a global organisation we believe it 
is important to provide people across the globe 
with opportunities to become economically 
independent improve their standard of living 
in 2014 employees at meritus 
continued their support of the families 
forward initiative which helps local 
families in crisis in orange county with 
services that include career coaching 
life skills education and food assistance 
meals were also donated to the 
organisation stand up for kids which 
helps homeless children to stabilise and 
improve their lives and employees 
enthusiastically participated in the 
choc walk raising 9665 to support 
the charity choc in providing medical 
care to children optimal payments plc 
annual report 2014 24
directors 
dennis jones
joel leonoff
brian mcarthurmuscroft
andrew dark 
ian francis 
brahm gelfand
ian jenks
stephen shaper
secretary 
matthew jones
registered office 
optimal payments plc 
audax house 
6 finch road 
douglas 
isle of man 
im1 2pt
correspondence address 
optimal payments plc 
po box 165 
douglas 
isle of man 
im99 3nx 
nominated adviser 
and broker 
canaccord genuity limited
88 wood street
london
ec2v 7qr
auditors 
kpmg audit llc 
heritage court 
41 athol street 
douglas 
isle of man 
im99 1hn 
registrar 
capita asset services
the registry 
34 beckenham road 
beckenham 
kent br3 4tu 
public relations advisers 
canada
zenergy communications
276 king street west
suite 103
toronto on
m5v 1j2
public relations advisers 
united kingdom
tavistock communications 
131 finsbury pavement 
london 
ec2a 1nt 
public relations advisers 
united states
feintuch communications
245 park avenue 39th floor 
new york
ny 10167  
dennis jones 65
nonexecutive chairman
•	 appointed 	 as 	 nonexecutive 	 chairman 	 on	 
30 july 2014
•	 a 	 member 	 of 	 the 	 nomination 	 committee
•	 curr ently 	 nonexecutive 	 chairman 	 of 	 optimal	
payments limited a wholly owned subsidiary 
of the company having previously been a 
director until september 2011 currently 
executive vice president and chief operating 
officer of tsys international
•	 extensive 	 experience 	 in 	 the 	 payments 	 and	
payment processing sector having held 
executive roles in the uk mainland europe 
china and the us
•	 formerly 	 a 	 dir ector  	 pr esident 	 and 	 chief	
executive officer of rbs national bank in 
the us a nonexecutive director of argus 
information services inc a us provider of 
data analytics to payment providers across 
the us latin america and the uk and a 
nonexecutive director of kroger personal 
finance llc the financial services arm of  
the kroger corporation the second largest 
us retailer 
•	 dennis 	 is 	 a 	 member 	 of 	 the 	 institution 	 of	
engineering and technology
directors and professional advisers board of directors 
ian francis aca 56
nonexecutive director
•	 appointed 	 as 	 a 	 nonexecutive 	 dir ector 	 on	 
1 september 2010
•	 chairman 	 of 	 the 	 audit 	 committee	
and a member of the nomination and 
remuneration committees
•	 most 	 r ecently 	 a 	 senior 	 audit 	 partner 	 in 	 the	
london practice of ernst  young llp 
•	 also 	 serves 	 as 	 a 	 nonexecutive 	 dir ector	
of umeme limited the privatised national 
power distribution company of uganda
•	 member 	 of 	 the 	 institute 	 of 	 charter ed	
accountants of england and wales   optimal payments plc 
annual report 2014 25
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
joel leonoff 51
president and chief executive officer
•	 appointed 	 as 	 executive 	 dir ector 	 and 	 coceo	
on 1 february 2011 following neovia’s 
acquisition of optimal payments
•	 appointed 	 pr esident 	 and 	 ceo 	 on 	 1 	 august	
2011
•	 a 	 member 	 of 	 the 	 nomination 	 committee
•	 entr epr eneurial 	 leader 	 and 	 visionary  	 with 	 a	
proven track record having served as ceo 
coo and cfo of private and publicly traded 
companies 
•	 cr eated 	 the 	 ecommer ce 	 powerhouse	
bce emergis through the merger of mpact 
immedia ltd with bell canada enterprises 
and later founded surefire commerce inc 
renamed terra payments a canadian 
tselisted company where he served as 
coo and cfo and as a board member 
and chairman of the audit committee and 
which merged with optimal payments inc a 
nasdaq listed online payments company
• 	 also 	 pr eviously 	 served 	 as 	 the 	 coo 	 of	
partygaming plc a ftse 100 listed company 
regarded as the leading quoted online gaming 
company now known as bwinparty plc
brian mcarthurmuscroft 51
chief financial officer
•	 appointed 	 as 	 chief 	 financial 	 officer 	 on 	 
1 january 2015
•	 a 	 member 	 of 	 the 	 nomination 	 committee
•	 extensive 	 experience 	 of 	 gr owing 	 and	
restructuring companies
•	 brian 	 was 	 chosen 	 as 	 the 	 icaew’ s 	 ftse 	 250	
finance director of the year in 2012 and 
business week’s finance director of the year 
in 2013
•	 curr ently 	 a 	 nonexecutive 	 dir ector 	 on 	 the	
board of robert walters plc
•	 pr eviously 	 gr oup 	 finance 	 dir ector 	 at 	 t elecity	
group plc where he led the ipo of the 
business in 2007 and raised £400 million in 
senior debt facilities with major uk institutions 
to support the rapid growth of the business 
cfo at viatel eckoh technologies plc and 
cable  wireless hkt multimedia and was 
the interim cfo on the successful turnaround 
of mci worldcom emea
andrew dark 52
nonexecutive director
•	 appointed 	 as 	 a 	 nonexecutive 	 dir ector 	 on	 
30 july 2014
•	 chairman 	 of 	 the 	 nomination 	 committee 	 and	
a member of the audit and remuneration 
committees
•	 extensive 	 experience 	 of 	 the 	 payment 	 and	
mobile payment sectors and a wealth of 
management experience
•	 curr ently 	 ceo 	 of 	 display 	 data 	 limited	
chairman of both miura systems limited and 
mappt limited a director of new era sports 
digital limited and a nonexecutive director 
of wildark risk management limited
•	 formerly 	 ceo 	 of 	 online 	 payments 	 company	
datacash group plc ceo of mblox limited 
and a director of dione plc
brahm gelfand 78
nonexecutive director
•	 appointed 	 as 	 a 	 nonexecutive 	 dir ector 	 on	 
13 march 2014 
•	 a 	 member 	 of 	 the 	 audit 	 remuneration 	 and	
nomination committees 
•	 is 	 an 	 attorney 	 practising 	 law 	 in 	 montr eal	
canada and is presently counsel to the 
law firm of lapointe rosenstein marchand 
melançon llp  
•	 curr ently 	 chairman 	 of 	 dundee 	 360 	 real	
estate corporation a director of tefron 
limited a member of the independent 
review committee of 1832 asset 
management lp  and chairman of the 
independent review committee of goodman 
investment counsel
•	 brahm 	 is 	 also 	 a 	 member 	 of 	 the 	 boar d 	 of	
directors of the douglas mental health 
university institute of montreal and of the  
sir mortimer b davis jewish general 
hospital where he served as chair for two 
terms as well as being a founding director 
of the summit school foundation and the 
roasters foundation
ian jenks 60
nonexecutive director
•	 appointed 	 as 	 a 	 nonexecutive 	 dir ector 	 on	 
30 july 2014
•	 chairman 	 of 	 the 	 remuneration 	 committee	
and a member of the nomination committee
•	 mor e 	 than 	 30 	 years 	 of 	 boar d 	 level 	 experience	
in the fields of communications and industrial 
technology both as an investor and ceo of 
operating companies in the us and europe
•	 curr ently 	 a 	 dir ector 	 of 	 bir dstep 	 t echnology	
asa econic technology limited and nexeon 
limited 
•	 pr eviously 	 a 	 dir ector 	 of 	 the 	 british	
photovoltaic association a partner of 
crescendo ventures llp  chairman of 
quantasol limited and executive chairman 
of evo electric limited in addition he 
was previously the chairman of oplink 
communications inc and president of 
uniphase inc 
•	 ian 	 is 	 an 	 associate 	 member 	 of 	 the 	 institution	
of mechanical engineers
stephen shaper 78
nonexecutive director
•	 appointed 	 as 	 a 	 nonexecutive 	 dir ector 	 on 
29 march 2012 
•	 a 	 member 	 of 	 the 	 audit 	 remuneration 	 and	
nomination committees
•	 over 	 35 	 years 	 of 	 experience 	 in 	 the 	 payments	
industry
•	 curr ently 	 a 	 consultant 	 and 	 boar d 	 member	 
of think finance one of the largest us 
internet small loan company and a director 
and founder of middlemarch capital corp  
a us private equity business focused on  
high technology growth companies
•	 formerly 	 executive 	 v ice 	 pr esident 	 at	
precash a privately owned us payments 
business responsible for sales and served 
on its board of directors
•	 pur chased 	 and 	 expanded 	 t elecheck	
franchises to become the largest cheque 
verification and guarantee service in the 
us finally selling the business to first data 
corporation
•	 also 	 served 	 as 	 a 	 consultant 	 and 	 chairman	
of optimal payments inc a tsx listed 
company for 7 years until february 2007 optimal payments plc 
annual report 2014 26
the directors are responsible for preparing the directors’ report and the financial statements in accordance with applicable law and regulations
isle of man company law requires the directors to prepare financial statements for each financial period under that law the directors have elected to 
prepare the financial statements in accordance with international financial reporting standards
the financial statements are required by law to give a true and fair view of the state of affairs of the company and the group and of the profit or loss  
of the company and the group for that period
in preparing these financial statements the directors are required to
•	 select 	 suitable 	 accounting 	 policies 	 and 	 apply 	 them 	 consistently
•	 make 	 judgments 	 and 	 estimates 	 that 	 ar e 	 r easonable 	 and 	 prudent
•	 state 	 whether 	 applicable 	 international 	 financial 	 reporting 	 standar ds 	 have 	 been 	 followed 	 subject 	 to 	 any 	 material 	 departur es 	 disclosed 	 and 	 explained	 
in the financial statements and
•	 pr epar e 	 the 	 financial 	 statements 	 on 	 a 	 going 	 concern 	 basis 	 unless 	 it 	 is 	 inappr opriate 	 to 	 pr esume 	 that 	 the 	 company 	 and 	 the 	 gr oup 	 will 	 continue 	 in 	
business
the directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the 
company and the group and to enable them to ensure that the financial statements comply with the isle of man companies acts 1931 to 2004 they 
have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and the group and to prevent 
and detect fraud and other irregularities
so far as each of the directors is aware there is no relevant audit information of which the company’s auditors are unaware each of the directors has 
taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the 
company’s auditors are aware of that information
the financial statements are published on the group’s website the maintenance and integrity of the group’s website is the responsibility of the directors 
the directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein
statement of directors’ responsibilities   optimal payments plc 
annual report 2014 27
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
the directors present their annual report on the affairs of the company and the group together with the audited group financial statements and 
independent auditor’s report for the year ended 31 december 2014
principal activity
the company is a holding company and its subsidiaries are engaged in the provision of innovative payment solutions to merchants and consumers 
through its netbanx payment processing business and its neteller stored value business optimal payments limited a uk subsidiary of the 
company is authorised by the fca to issue emoney optimal payments merchant services limited an isle of man subsidiary of the company is 
authorised by the fsc to provide money transmission services a review of the current and future development of the group’s business is given in the 
strategic report on pages 01 to 23 which forms part of and by reference is incorporated within this directors’ report 
the group’s financial and risk management objectives and policies are discussed in the financial review and business risks section starting on page 14 
and note 27 to the financial statements
results for the year and dividends
the results of the company and the group for 2014 are set out on pages 41 to 48 and show a net profit after tax of 577 million 2013 315 million  
an overview of the development of the business of the group during 2014 is provided in the chairman’s statement and in the strategic report on pages 
04 to 13
it remains the view of the board that shareholders are best served by reinvesting the group’s cash to generate growth opportunities rather than declaring  
a dividend this policy remains under regular review
directors and their interests
the directors of the company who held office during the 2014 calendar year and to date appear in the following table together with a summary of the 
number of board meetings attended out of a possible total of 11 meetings
director appointed resigned meetings attended
dennis jones 30 july 2014  22
joel leonoff 1 february 2011  1111
brian mcarthurmuscroft 1 january 2015   —
andrew dark 30 july 2014  22
ian francis 1 september 2010  911
brahm gelfand 13 march 2014  911
ian jenks 30 july 2014  22
stephen shaper 29 march 2012  1011
john bateson 20 january 2009 30 july 2014 79
keith butcher 20 may 2010 1 january 2015 1111
jonathan comerford 20 january 2009 30 july 2014 99
a brief biography for each of the directors is set out on pages 24 and 25
dennis jones andrew dark and ian jenks were appointed to the board on 30 july 2014 and brian mcarthurmuscroft was appointed to the board on  
1 january 2015 their appointments are therefore required to be approved by shareholders at the first annual general meeting following appointment 
in accordance with the company’s articles of association which require a third of the board excluding those appointed since the last annual general 
meeting to retire from office joel leonoff and ian francis will retire by rotation and being eligible both will seek reelection
the interests of the directors and their spouses in the shares of the company and options over such shares are shown on pages 34 and 35 in the report 
of the remuneration committee
full details of the directors’ remuneration are set out in the report of the remuneration committee on pages 31 to 35 which also includes details of the 
directors’ and officers’ indemnity provisions
related party transactions
details of transactions entered into by the company or other group companies during the year with related parties who are not members of the group  
are disclosed in note 28 to the financial statements
corporate governance
the board’s corporate governance statement is set out on pages 29 to 30
report of the board of directors optimal payments plc 
annual report 2014 28
share capital
as at 31 december 2014 the company had 163019614 ordinary shares in issue and admitted to trading on the london stock exchange’s aim market 
during the year ended 31 december 2014 3236541 ordinary shares were issued under the company’s employee share option scheme and longterm 
incentive plan “the schemes” since the year end due to the issue of shares under the schemes as at 22 march 2015 the company has 163153081 
ordinary shares in issue and admitted to trading on the london stock exchange’s aim market
the rights and obligations attaching to the company’s ordinary shares as well as the powers of the company’s directors are set out in the company’s 
articles of association copies of which can be obtained from the company’s website or by writing to the company secretary there were no restrictions 
on the voting rights attaching to the ordinary shares or on the transfer of securities in the company
no person holds securities in the company carrying special rights with regard to control of the company the company is not aware of any agreements 
between holders of securities that may result in restrictions on the transfer of securities or on voting rights unless expressly specified to the contrary in the 
articles of association of the company the company’s articles of association may be amended by a special resolution of the company’s shareholders
at the annual general meeting on 21 may 2014 the directors were given authority to purchase up to 10 of the company’s issued share capital allot 
relevant securities up to an aggregate nominal amount of £537777 being one third of the company’s issued share capital and to disapply preemption 
rights in respect of allotments of relevant securities up to an aggregate nominal amount of £161333 being 10 of the company’s issued share capital 
resolutions to renew these authorities will be proposed at the 2015 annual general meeting details of which are set out in the notice of meeting enclosed 
separately with this annual report
principal shareholders
as at 22 march 2015 the following interests in 3 or more of the company’s existing share capital had been reported 
shareholder number of ordinary shares  of issued share capital
old mutual global investors 23214160 1420
franklin templeton institutional llc 12746356 780
threadneedle investments 8880170 540
thornburg investment management 8219197 500
fidelity management  research 8165501 500
legal  general plc companies 6247818 380
charitable donations
during 2014 the group made charitable donations of 105842 2013 80802 principally to local charities serving the communities in which the  
group operates
no political donations were made during the year
suppliers’ policy
it is the group’s policy for each of its contracting entities to agree appropriate terms and conditions for its transactions with suppliers by means ranging 
from standard written terms to individually negotiated contracts the group seeks to ensure that payments are always made in accordance with such 
written terms and conditions note 27 ii to the financial statements provides further detail on mitigation of credit risk
employee matters and environmental issues
employee matters and environmental issues are discussed in the corporate social responsibility report on pages 21 to 23
going concern 
the directors have reviewed the cash flow projections for the group and have considered the financial resources available to the group accordingly  
the directors have a reasonable expectation that the group and the company have adequate resources to continue operations for the foreseeable future 
for this reason they continue to adopt the going concern basis in preparing the financial statements
auditor
kpmg audit llc is the company’s current auditor and has expressed its willingness to continue in office as auditor in accordance with section 122 of 
the companies act 1982
annual general meeting
the annual general meeting will be held on 21 may 2015 in the isle of man the notice of meeting and explanatory information on the resolutions to be 
considered at the annual general meeting are enclosed separately
approved by the board of directors and signed by order of the board
matthew jones
company secretary
22 march 2015 
report of the board of directors continued   optimal payments plc 
annual report 2014 29
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
the board’s objective is to build a sustainable business through consistent profitable growth and to make sure that it acts responsibly in meeting its 
accountabilities to shareholders sound corporate governance is key to achieving this objective
the board believes that clear direction and understanding robust internal controls and high standards of integrity should be dominant factors in the way 
the group is managed to effect this the board has maintained written policies since 2004 governing various aspects of the group’s operations and 
procedures which underpin further operational policies and procedures these policies are reviewed regularly to ensure conformity with current legislation 
regulations and changing market conditions new policies are introduced when considered appropriate 
the board reviews this policy framework and sets and monitors fundamental internal policies and external requirements on a continuing basis with  
the aim of minimising strategic operational financial and market risks as far as possible and to make decisions based on such a risk based approach 
the board fully endorses the spirit of the uk corporate governance code as set out in the uk listing authority listing rules the “code” and as far as 
practically possible the board seeks to ensure that the company complies with the principles of the code whilst being aware of the company’s specific 
circumstances in terms of its size nature and stage of development
board of directors
the board comprises two executive directors and six nonexecutive directors whose board and committee responsibilities are set out in the table below 
the directors’ biographies on pages 24 and 25 illustrate their relevant corporate and industry experience
membership of the board and its committees is as follows
 position  board  audit  remuneration  nomination
dennis jones  nonexecutive chairman chairman  — — member
joel leonoff  president and ceo  member  — —  member
brian mcarthurmuscroft  cfo  member — — member
andrew dark nonexecutive director member member member chairman
ian francis  nonexecutive director  member  chairman  member  member
brahm gelfand nonexecutive director member member member member
ian jenks nonexecutive director  member member chairman  member
stephen shaper nonexecutive director member member member member
the nonexecutive chairman dennis jones is responsible for the running of the board and he together with the ceo is responsible for liaising with the 
company secretary to ensure that all directors receive sufficient and relevant information of a financial business and corporate nature prior to meetings 
the chairman encourages the board to act as a single unit by obtaining consensus at board meetings in exceptional circumstances decisions would be 
taken by majority
executive responsibility for the running of the group’s business rests with joel leonoff and he is supported in this by the executive management team
it is the board’s policy that all new director appointments are considered and if appropriate approved by the full board following consideration by the 
nomination and remuneration committees of any incoming director’s remuneration package
meeting attendance
details of the number of board and committee meetings attended by each director appear in the tables at the beginning of the report of the directors  
the nomination committee report the remuneration committee report and the audit committee report respectively
the board communicates frequently and meets at regular intervals and at these meetings the directors are responsible for approval of the overall strategy 
and major developments of the group the ceo and the executive management team are responsible for coordinating and implementing the approved 
business strategy
the board approves the annual budget and monitors monthly the performance of the company group and executive management team against the 
approved budget and a range of key performance indicators as well as considering employee issues and key appointments all members of the board are 
able to take independent professional advice in relation to their duties as a director of the company at the company’s expense should they wish to do so
during 2014 the company secretary to whom all directors have access attended board and committee meetings and ensured compliance with 
relevant procedural obligations as well as being available for provision of advice to the company and directors
the directors submit themselves for reelection in accordance with the group’s articles of association and the code at least once every three years
a summary of the performance and financial position of the group for the year ended 31 december 2014 is set out in the chairman’s statement the 
ceo’s review and the financial review the board believes that this information provides a balanced assessment of the company and the group’s 
financial position and future prospects the responsibilities of the directors are set out on page 26
corporate governance statement optimal payments plc 
annual report 2014 30
internal control and risk management
the board attaches considerable importance to the group’s systems of internal control and risk management by establishing a continuous process for 
identifying evaluating and managing the significant risks which the company and group face
during 2014 the exposures to risk including the changing regulatory environments within the industry were closely monitored by the group a summary of 
the key risks facing the business is set out in the section “business risks” on pages 17 to 20
during 2014 the internal audit function was outsourced to raymond chabot grant thornton in canada at each audit committee meeting they report on 
any matters that have arisen and for which the committee should review the board is satisfied that the outsourcing of the internal audit function ensures 
that sufficient controls for managing risks are in place in line with the code risk management covers operations security compliance finance and 
strategy the audit committee acting on behalf of the board monitors these areas closely with regular input from executive management and applicable 
matters are reviewed at meetings of the audit committee
internal controls are designed to manage rather than eliminate the risk of failure to achieve business objectives and the board recognises that any system 
can only provide reasonable and not absolute assurance against material misstatement or loss
the group also operates an accounting and budgeting system which is reported and analysed on a monthly basis variances between budget and actual 
results are analysed thoroughly to ensure that any material differences are investigated appropriately
during 2014 the company reviewed and updated its share dealing code and this was approved by the board the company’s share dealing code is 
based on the model code for dealings in securities of the company by “relevant employees” of the group and directors of the company or group 
companies the directors will also continue to comply with rule 21 of the aim rules relating to directors’ dealings and will take all reasonable steps to 
ensure compliance by the group and the group’s relevant employees
relations with shareholders
the company is strongly committed to good investor communications and seeks to build and maintain good relationships with both its institutional and 
private investors the company values the views of shareholders and recognises their interests in the group’s strategy and performance the ceo and 
the cfo assisted by the head of investor relations meet with institutional shareholders on a regular basis and make themselves available for calls as 
appropriate there have been regular dialogues with shareholders during the year
the company holds briefings with institutional fund managers analysts and other investors primarily following the announcement of interim and final 
results as well as at other times during the year as may be appropriate the company’s programme of investor relations activities is designed to ensure 
that the investing community receives a balanced and consistent view of the group’s performance care is taken to ensure that any price sensitive 
information is released to all shareholders at the same time in accordance with fca requirements
the company also uses the annual general meeting as an opportunity to communicate with its shareholders all directors are expected to attend the 
annual general meeting and the chairmen of the audit remuneration and nominations committees are also available to answer shareholders’ questions 
notice of the date of the 2015 annual general meeting is included with this report separate resolutions on each substantially separate issue in particular 
any proposal relating to the annual report and accounts will be made at the annual general meeting
communication is also provided through the annual report and the interim report and the investor relations area on the company’s website  
wwwoptimalpaymentscom the group’s corporate website provides information as required by rule 26 of the aim rules in addition to general  
corporate and investor information
all material public and regulatory announcements are reviewed by the board and the company’s nominated adviser prior to release and publication  
the board receives reports from the company’s broker twice a year that communicate feedback from institutional shareholders the board reviews analyst 
and press coverage of the company regularly at board meetings and receives reports twice a year from its financial public relations adviser regarding the 
views of analysts
the group also maintains a portal for ukbased shareholders that provides an online record of shareholdings and shareholder details further information 
is set out at the end of the annual report
enquiries from shareholders are always welcome and can be directed to jessica stalley head of investor relations at the following email address 
investorrelationsoptimalpaymentscom or by telephone to 44 20 7182 1707
corporate governance statement continued   optimal payments plc 
annual report 2014 31
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
remuneration committee membership
  
  meetings attended
name position out of a possible 8
ian jenks
23
 chairman 11
andrew dark
2
 member 11
ian francis member 88
brahm gelfand
2
 member 11
stephen shaper
1
 member 66
john bateson
2
 member 77
jonathan comerford
23
 member 77
1 stephen shaper became a member of the committee on 5 february 2014 
2 john bateson and jonathan comerford stepped down as members of the committee and andrew dark brahm gelfand and ian jenks were appointed as members in their stead on 30 july 2014 
3 jonathan comerford was chairman of the committee until he stood down on 30 july 2014 thereafter ian jenks assumed the chair
the company secretary is secretary to the remuneration committee and attends its meetings
meetings
the executive directors and other senior executives of the group may be invited to attend meetings of the remuneration committee so as to advise the 
remuneration committee members to discuss the performance of senior staff and to make proposals as necessary professional advisers and other 
persons with relevant experience may also be invited to attend except for deliberations relating to that person’s remuneration if applicable new bridge 
street act as the company’s remuneration advisers
pursuant to its terms of reference the remuneration committee is scheduled to meet at least twice annually in 2014 the committee met on eight 
occasions
t erms of reference
a copy of the board approved terms of reference of the remuneration committee can be obtained upon request from the company secretary and is 
also available on the company’s corporate website
the remuneration committee is advisory in nature to the board and makes recommendations to the board in accordance with the corporate governance 
code no director plays a part in any discussion about his own remuneration
governance
appropriate specialist advice is taken where necessary bearing in mind the crossjurisdictional operations of the group
employment arrangements
in accordance with its remit the committee determines the terms and conditions of service of the group’s senior staff and executive directors which 
includes the determination of appropriate salaries bonuses share options pension and long term incentive arrangements and all other relevant terms and 
conditions of service as well as termination arrangements which are prudently designed to attract motivate and retain staff of the high calibre needed to 
maintain the group’s position and to reward them for enhancing value to shareholders
the remuneration and terms and conditions of the nonexecutive directors are determined by the board with due regard to the interests of shareholders 
and the performance of the group no executive or nonexecutive director plays any part in the discussion or approval of his own remuneration
components of remuneration of executive directors
base salary
the base salary recognises the daytoday responsibilities of the individual director it is set following consideration of compensation data for comparable 
businesses as well as individual experience and performance 
pension
the group does not operate a pension plan for executive directors keith butcher participates in the uk pension scheme where the employer contribution 
is 5 of base salary joel leonoff does not receive any pension contributions
benefits
benefit plans tailored to practices in each office jurisdiction are provided for all employees the benefit plans include the provision of life assurance travel 
insurance personal accident insurance and health and dental insurance
report of the remuneration committee optimal payments plc 
annual report 2014 32
annual performancerelated remuneration
performancerelated remuneration consists of two elements an annual cash bonus and an annual equitybased incentive award the cash bonus rewards 
performance for the preceding year and the annual equity incentive award provides incentive for performance in current and forthcoming years
the sizes of the performancerelated awards in the form of cash bonuses are dependent upon meeting challenging financial and individual objectives  
the normal cash bonus limit for the ceo is based on 100 of basic salary and 75 of basic salary for the cfo however these levels can be increased  
by the committee if the individual and group performance significantly exceeds its target 
target performance is set by the remuneration committee each year based on the annual plan and budget
 
directors’ remuneration
the remuneration and benefits received by directors relating to the year ended 31 december 2014 were as follows
       t otal  t otal  t otal
  salary      emoluments  emoluments  emoluments
  fees  bonuses  other benefits  pension  for 2014  for 2014  for 2013
 notes  £  £  £ £  £  £  us
7
 £
executive directors        
keith butcher   1 191600  159538 — 3127 9580 363845 598976 312486
joel leonoff  364467  437360 — 89428  —  891255 1467 220 1440766
nonexecutive directors       
dennis jones 2 65466 — — — — 65466 107 772 —
andrew dark 3 37433 — — — — 37 433 61623 —
ian francis 4 77150 — — — — 77 150 127 007 50000
brahm gelfand 5 60220 — — — — 60220 99137 —
ian jenks 6 52633 — — — — 52633 86646 —
stephen shaper  7 77678 — 7289 — — 84968 139877 83157
john bateson  8 37917 — — — — 37 917 62420  40000 
jonathan comerford  8 37917 — — — — 37 917 62420  40000 
t otals   1002481 596898 7 289 92555 9580 1708804 2813098 1966409
notes
1  keith butcher’s salary increased from £166400 to £200000 on 1 april 2014 keith stepped down as a director on 1 january 2015 however he 
continues to act as a consultant to the group until 31 march 2015 his consultant’s fee is based on his annual salary of £200000 prorated for the 
number of months that he will work and a 5 pension contribution is made into his person pension scheme
2  dennis jones was appointed as a director on 30 july 2014 he receives an annual fee of £130000 and for 2014 received an additional £2000  
as a member of the nomination committee and £8600 as a member of the due diligence committee
3  andrew dark was appointed as a director on 30 july 2014 he receives an annual fee of £65000 and for 2014 received an additional £6000 as 
chairman of the nomination committee £2000 as a member of the audit committee and £2000 as a member of the remuneration committee
4  ian francis receives an annual fee of £65000 and for 2014 received an additional £6000 as chairman of the audit committee £2000 as a member 
of the nomination committee £2000 as a member of the remuneration committee and £2150 as a member of the due diligence committee
5  brahm gelfand was appointed as a director on 13 march 2014 he receives an annual fee of £65000 and for 2014 received an additional £2000  
as a member of the audit committee £2000 as a member of the nomination committee £2000 as a member of the remuneration committee  
and £2150 as a member of the due diligence committee
6  ian jenks was appointed as a director on 30 july 2014 he receives an annual fee of £65000 and for 2014 received an additional £17200 as 
chairman of the due diligence committee £6000 as chairman of the remuneration committee and £2000 as a member of the nomination 
committee
7  steve shaper receives fees of 118000 per annum for his role as nonexecutive director additionally he receives payments in respect of 
reimbursement of certain overseas flights in accordance with the terms of his service agreement for 2014 he received an additional £2000 as a 
member of the audit committee £2000 as a member of the nomination committee and £2000 as a member of the remuneration committee 
8  john bateson and jonathan comerford each received £65000 per annum prorated for the 7 months to 31 july 2014
9  emoluments for 2014 converted into us dollars at average exchange rate for the 2014 year of 164624 to £1 2013 15633 to £1
report of the remuneration committee continued   optimal payments plc 
annual report 2014 33
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
sharebased remuneration
the company operates two share incentive based remuneration schemes the company’s employee share option scheme “esos” which was 
introduced at the time of the company’s admission to aim in april 2004 was the principal scheme under which sharebased incentives were made until 
mid2010 when the company introduced a long term incentive plan “ltip” awards to executive management are now made under the ltip which  
vest only on the achievement of certain performance conditions and the company makes grants under the esos to those employees who are not 
participants of the company’s ltip 
employee share option scheme
on 20 may 2014 a total of 495500 options were granted to all full time employees of the group except those participating in the company’s ltip  
of which 390500 were made under the unapproved share option scheme and 105000 were made under the approved share option scheme at an 
exercise price of £335 per share there is a three year vesting period before the grant can be exercised and it is not conditional upon any performance 
condition save continued employment
during 2014 no awards were granted to executive directors pursuant to the company’s employee share option scheme “esos”
as at 31 december 2014 1456750 shares 2013 1565750 are outstanding under the esos amounting to 089 2013 104 of the issued share 
capital of the company
further details on the esos options can be found in note 21 on page 68
long term incentive plan 
the company makes grants under the ltip on an annual basis to incentivise executive management including executive directors based on the 
performance of the business and achievement of prescribed ebitda targets for certain periods the criteria for and timing of vesting of the ltip grants  
are determined by the company’s remuneration committee in accordance with the ltip scheme rules 
the remuneration committee reviews the scheme regularly in light of current market practice and advice received from independent remuneration 
consultants the remuneration committee has considered several possible amendments to the scheme to ensure that the interests of the executive 
directors and senior management are aligned to those of the shareholder accordingly it is the intention of the committee to implement a scheme which  
is based upon a three year time period with performance criteria being measured against total shareholder return target as opposed to an ebitda target  
it is also intended that an employee benefits trust will be established to hold the shares to satisfy awards made under the scheme 
during 2014 4066993 options were granted under the ltip further details provided in the 2014 grant explanation on page 34 20000 were forfeited 
and 2846591 were exercised as at 31 december 2014 there were 6729559 ltip options outstanding of which 674800 had vested and could be 
exercised
further details on the ltip options can be found in note 21 on page 68
 
2013 grant
the ebitda target which determines the vesting of the 2013 ltip grant is the target set for the year ending 31 december 2014 and the award will vest in 
a single tranche on the second anniversary of grant as set out in the table below
 ebitda achieved
end of performance period below threshold annual target or above between threshold and target
31 december 2014 nil 100 of grant  between 30 and 100 of grant 
   on a straight line basis vests in 2015
the threshold is set at approximately 88 of the target ebitda
based on the 2014 annual results the ebitda targets were met in full and therefore in accordance with the scheme rules the remuneration committee 
determined that 100 of the 2013 ltip grant vested optimal payments plc 
annual report 2014 34
2014 grant
a grant was made to eligible executives on 28 march 2014 with a total award of 1066993 shares joel leonoff was awarded 185759 shares and  
keith butcher was awarded 61065 shares the ebitda target which determines the vesting of the 2014 ltip grant is the target set for the year ending  
31 december 2015 and the award will vest in a single tranche on the second anniversary of grant as set out in the table below
 ebitda achieved
end of performance period below threshold annual target or above between threshold and target
31 december 2015 nil 100 of grant  between 30 and 100 of grant 
   on a straight line basis vests in 2016
the threshold is set at approximately 88 of the target ebitda
oneoff ltip award
in september 2013 the remuneration committee approved the principle of making an award over 3500000 shares to be granted to certain senior 
management to replace the change of control commitments made to them in the past the award was subject to the performance conditions being 
agreed 
in july 2014 the remuneration committee granted the award over a total of 3000000 shares 2000000 of which were granted to joel leonoff  
these will vest on 1 october 2016 subject to continued employment and predetermined share price targets tested over the threeyear period ending  
30 september 2014 a third of awards 30 september 2015 a third of awards and 30 september 2016 a third of awards being met it is intended  
that the award will vest in full in the event of a change of control with no time prorating unless the remuneration committee determines otherwise  
the predetermined share price target for the first tranche of the award was exceeded and accordingly onethird of the award is capable of vesting on  
1 october 2016
the table below sets out the executive directors’ interests in ltip options as at 31 december 2014
         as at
  as at awards awards awards awards earliest latest 31 december
director  1 january granted vested exercised lapsed exercise exercise 2014
  award date  2014  number number  number number date  date  number
keith butcher
1
  270112  243161  — 243161 243161 —  270114 260122 —
  180113  200000  — — — — 180115 170123 200000
  280314  — 61065  — — — 280316 270324 61065
t otal  443161 61065 243161 243161 —   261065
joel leonoff
  270112  726558 — 726558 726558 — 270114 260122 —
  180113  380248 — — — — 180115 170123 380248
  280314  — 185759 — — — 280316 270324 185759
  090714  — 2000000 —  — — 011016 300916 2000000
t otal  1106806 2185759 726558 726558 —   2566007
1 keith butcher stepped down as chief financial officer on 1 january 2015 the remuneration committee has determined that the performance criteria for the 2013 grant have been met and therefore have 
vested and are eligible to be exercised the remuneration committee has also determined that as part of his package the options granted under the 2014 award vested when he left on 31 march 2015 
and are eligible for exercise
report of the remuneration committee continued   optimal payments plc 
annual report 2014 35
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
interests of directors in shares of the company as at 31 december 2014
  t otal number of  total number of
  shares held at  shares held at
shares  notes  31 december 2014  31 december 2013
executive directors
keith butcher   80624 100463
joel leonoff  1  4133843 3327485
nonexecutive directors
dennis jones  2 —  na
andrew dark  2 —  na
ian francis  — —
brahm gelfand 2 4500 na
ian jenks 2 — na
stephen shaper  19000 19000
john bateson  3 — —
jonathan comerford 3 200 200
t otals   4238167  3447148
notes
1  on 31 march 2014 the company was advised that joel leonoff had pledged 1500000 shares in favour of equities first holdings llc as collateral 
for a personal loan and this number is included in the total above
2  no shares were held by these directors when they were appointed during 2014
3  number of shares held on 30 july 2014 the date that john bateson and jonathan comerford stepped down from the board
directors’ and officers’ indemnities
current and former directors officers and employees of the group have the benefit of indemnity provisions contained in article 139 of the company’s 
articles of association which was in force prior to and throughout the 2014 financial year and remains in force as at the date of signing of this report  
the company’s articles of association are available on the company’s website from may 2007 the company granted indemnities to those of its 
directors officers and employees who required separate legal advice in relation to the us investigation due to their specific roles within the group
ian jenks
chairman of the remuneration committee
22 march 2015 optimal payments plc 
annual report 2014 36
audit committee membership
  meetings attended
name position out of a possible 3
ian francis chairman 33
andrew dark
1
 member 22
brahm gelfand
1
 member 22
stephen shaper
1
 member 22
john bateson
1
 member 11
jonathan comerford
1
 member 11
1 john bateson and jonathan comerford stepped down as members of the committee and andrew dark brahm gelfand and stephen shaper were appointed as members in their stead on 30 july 2014 
the company secretary is secretary to the audit committee and attends its meetings
t erms of reference
a copy of the terms of reference of the audit committee can be obtained upon request from the company secretary and is also available on the 
company’s corporate website the terms of reference are reviewed annually and are approved by the board 
in accordance with its remit and acting as a subcommittee of the board the committee is responsible for exercising the full powers and authority of the 
board in reviewing a wide range of accounting and financial reporting matters as well as internal control and risk management issues
the audit committee is advisory in nature to the board and its terms of reference require it to be independent in relation to controls procedures policies 
and accounting the audit committee supports the board’s responsibilities in respect of the monitoring review and reporting on internal controls and risk 
management 
the committee reviews the published financial results annual report and other published information for statutory and regulatory compliance it reports its 
views to the board to assist in its review and approval of the results announcements and the annual report
meetings
the audit committee is required to meet at least three times a year and did so during 2014 the chairman chief executive officer chief financial officer 
chief risk officer raymond chabot grant thornton inc “rcgt” who undertake the internal audit function and the external auditors kpmg audit llc 
attending by invitation as considered appropriate
the committee also meets separately with the internal and external auditors without management being present
internal audit
during 2014 the internal audit function was outsourced to rcgt in canada rcgt undertook a comprehensive review of risks and requirements 
culminating in a three year audit plan that was tabled and approved at the september meeting
internal audit reports are presented to reviewed and discussed at each meeting together with the corresponding management response to ensure that 
the key risks within the business were identified and managed a rolling schedule which tracks outstanding audit points is maintained by rcgt and is 
reviewed by the committee at each meeting 
compliance
internal compliance reports are presented to reviewed and discussed at each meeting these reports cover the group’s compliance with the various 
regulatory controls that the group has to operate under in its various geographical locations the reports highlight where noncompliance has occurred 
management’s response to it and the corrective action taken by them the reports also highlight any potentialnew regulatory controls that may affect  
the group’s business
report of the audit committee   optimal payments plc 
annual report 2014 37
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
monitoring business risk
the committee reviews and monitors the approach to risk management and overall risk management arrangements it reviews the management of 
significant enterprise risks identified within the business
following the internal restructure of the business into defined business units at the end of 2013 the erm programme was reviewed and updated during 
2014 the erm programme aims to cover the key risks facing the group as a whole and what actions are taken to mitigate these risks the programme 
incorporates a methodology for identifying risks rating their impact and tolerance level for those risks and assigning risk owners to take action to mitigate 
the risks identified every quarter a report is produced by the chief risk officer supported by rcgt which states the status of the implementation plan 
used to mitigate identified risks to highlight those risks that have exceeded their tolerance levels and every six months emerging risks are highlighted  
and reviewed
a risk management committee comprising of senior management with the group’s general counsel acting as chairman has been set up this 
committee monitors business risk and coordinates actions taken within the group to mitigate those risks and to improve policies and procedures where 
necessary minutes of the risk management committee are submitted to each audit committee meeting for review
the committee continues to monitor the effectiveness of the internal audit risk and compliance functions by demanding the highest levels of performance 
and accountability from those responsible and who report in to committee
external audit
the committee considers and recommends the reappointment of the company’s external auditor and the fees considered appropriate to such 
appointment following a review of the auditor’s performance by gathering feedback from senior management considering the audit scope planning  
and performance of the lead audit partner and the audit team audit reporting and communications and added value commensurate to the audit fee  
the committee recommends the reappointment of kpmg audit llc as the company’s auditor for 2015
kpmg audit llc has been the external auditor to the company since 2005 the current audit partner was appointed in 2012
both the board and external auditors have safeguards in place to avoid the possibility that the auditor’s objectivity and independence could be 
compromised the group’s policy in respect of services provided by the external auditors is as follows
• 	 	 audit 	 r elated 	 services 	 – 	 the 	 external 	 auditors 	 ar e 	 invited 	 to 	 pr ovide 	 services 	 which 	 in 	 their 	 position 	 as 	 auditors 	 they 	 must 	 be 	 or 	 ar e 	 best 	 placed 	 to	
undertake
• 	 	 tax 	 consulting 	 – 	 in 	 cases 	 wher e 	 they 	 ar e 	 best 	 suited 	 the 	 external 	 auditors 	 ar e 	 used 	 all 	 other 	 tax 	 consulting 	 work 	 is 	 put 	 out 	 to 	 tender  	 since 	 2011	 
the group has used deloitte to provide international tax advice
• 	 	 due 	 diligence 	 for 	 acquisitions 	 – 	 in 	 cases 	 wher e 	 they 	 ar e 	 best 	 suited 	 the 	 external 	 auditors 	 ar e 	 used 	 however 	 for 	 the 	 most 	 r ecent 	 acquisitions 	 over 	 the	
last two years the group has used deloitte to undertake the due diligence work and
• 	 	 general 	 consulting 	 – 	 in 	 r ecognition 	 of 	 public 	 concerns 	 over 	 the 	 ef fect 	 of 	 consulting 	 services 	 on 	 auditors’ 	 independence 	 the 	 gr oup’ s 	 policy 	 is 	 that 	 the	
external auditors are not invited to tender for general consulting work
the external auditor met separately with the committee twice during the year without the presence of executive management the external auditor also 
has access to the chairman of the committee and meets with him between meetings where necessary
the split between audit and nonaudit fees for the year ended 31 december 2014 appears in note 31 to the accounts
ian francis
chairman of the audit committee
22 march 2015 optimal payments plc 
annual report 2014 38
nomination committee membership
  meetings attended
name position out of a possible 3
andrew dark
23
 chairman 11
ian francis member 23
brahm gelfand
1
 member 22
ian jenks
2
 member 11
dennis jones
2
 member 11
joel leonoff member 33
brian mcarthurmuscroft
5
 member —
stephen shaper member 33
john bateson
23
 chairman 12
keith butcher
4
 member 23
jonathan comerford
2
 member 22
1 brahm gelfand became a member of the committee upon his appointment as a director of the company on 13 march 2014 
2 john bateson and jonathan comerford stepped down as members of the committee and andrew dark ian jenks and dennis jones were appointed as members in their stead on 30 july 2014 
3 john bateson was chairman of the committee until he stood down on 30 july 2014 thereafter andrew dark assumed the chair
4 keith butcher was a member of the committee throughout 2014 and until he stood down as a director on 1 january 2015
5 brian mcarthurmuscroft became a member of the committee upon his appointment as a director of the company on 1 january 2015
in accordance with its terms of reference all members of the board are automatically coopted onto the committee with effect from the date of their 
appointment to the board 
the quorum for meetings is two directors one of whom must be an independent nonexecutive director the chairman of the committee must be a  
nonexecutive director
 
the company secretary is secretary to the committee and attends its meetings
t erms of reference
a copy of the board approved terms of reference of the committee can be obtained upon request from the company secretary and is also available  
on the company’s corporate website
in accordance with its remit and acting as a subcommittee of the board the committee is responsible for exercising the full powers and authority of the 
board in regularly reviewing the structure size and composition including the skills knowledge and experience required of the board compared to its 
current position along with succession planning for directors and other senior executives taking into account the challenges and opportunities facing the 
company and what skills and expertise are therefore needed on the board in the future
meetings
the committee shall meet at least twice a year and at such other times as the chairman of the committee or the board shall require during 2014  
the committee met formerly on three occasions
appointment of new nonexecutive directors
four new nonexecutive directors were appointed during 2014 
a subcommittee of the board comprising of john bateson ian francis joel leonoff and stephen shaper was formed to review and meet with 
prospective candidates before making recommendations to the board prospective candidates were recommended by existing board members and both 
the company’s us counsel and the company’s nomad were also involved in the process
after an extensive consultation and review of candidates brahm gelfand was appointed as a nonexecutive director on 13 march 2014 dennis jones 
was appointed as nonexecutive chairman and andrew dark and ian jenks were appointed as nonexecutive directors all with effect from 30 july 2014
report of the nomination committee   optimal payments plc 
annual report 2014 39
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
appointment of new chief financial officer
at the end of 2014 the recruitment process for a new chief financial officer was also completed this process was undertaken with the assistance of 
odgers following on from their selection for this recruitment by the committee the chief executive officer and general counsel were delegated to work 
with odgers to produce a suitable shortlist of candidates who would then meet the board 
from a list of 20 original candidates put forward by odgers seven were shortlisted and interviewed by the chief executive officer and general counsel 
the candidates were from a variety of backgrounds and geographical locations some with experience of the payments industry and some with public 
company experience two strong candidates were then recommended to the committee as being suitable for meeting with the members of the board 
following those meetings the committee recommended to the board that brian mcarthurmuscroft be appointed as the new chief financial officer with 
effect from 1 january 2015 which was then acted upon
election and reelection of directors
the committee recommends the election of andrew dark ian jenks dennis jones and brian mcarthurmuscroft as directors having been appointed to 
the board since the last annual general meeting held in 2014 
the committee also recommends the reelection of joel leonoff and ian francis as directors both of whom will retire by rotation and will offer themselves 
for reelection at the annual general meeting to be held on 21 may 2015 
andrew dark
chairman of the nomination committee
22 march 2015 optimal payments plc 
annual report 2014 40
we have audited the financial statements of optimal payments plc for the year ended 31 december 2014 which comprise the group statement of 
comprehensive income the group statement of financial position the group statement of cash flows the group statement of changes in equity the 
company statement of comprehensive income the company statement of financial position the company statement of cash flows the company 
statement of changes in equity and the related notes the financial reporting framework that has been applied in their preparation is applicable law and 
international financial reporting standards ifrss as adopted by the eu
this report is made solely to the company’s members as a body in accordance with section 15 of the companies act 1982 our audit work has been 
undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other 
purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company and the company’s 
members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditor
as explained more fully in the statement of directors’ responsibilities set out on page 26 the directors are responsible for the preparation of financial 
statements that give a true and fair view our responsibility is to audit and express an opinion on the financial statements in accordance with applicable 
law and international standards on auditing uk and ireland those standards require us to comply with the auditing practices board’s apb’s ethical 
standards for auditors
 scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the 
financial statements are free from material misstatement whether caused by fraud or error this includes an assessment of whether the accounting 
policies are appropriate to the group’s circumstances and have been consistently applied and adequately disclosed the reasonableness of significant 
accounting estimates made by the directors and the overall presentation of the financial statements in addition we read all the financial and nonfinancial 
information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently 
materially incorrect based on or materially inconsistent with the knowledge acquired by us in the course of performing the audit if we become aware of 
any apparent material misstatements or inconsistencies we consider the implications for our report
opinion on the financial statements
in our opinion the financial statements
•	 give 	 a 	 true 	 and 	 fair 	 view 	 of 	 the 	 state 	 of 	 the 	 gr oup’ s 	 and 	 par ent 	 company’ s 	 af fairs 	 as 	 at 	 31 	 december 	 2014 	 and 	 of 	 the 	 gr oup’ s 	 pr ofit 	 for 	 the 	 year 	 
then ended
•	 have 	 been 	 pr operly 	 pr epar ed 	 in 	 accor dance 	 with 	 ifrss 	 as 	 adopted 	 by 	 the 	 eu 	 and
•	 have 	 been 	 pr operly 	 pr epar ed 	 in 	 accor dance 	 with 	 the 	 pr ovisions 	 of 	 companies 	 acts 	 1931 	 to 	 2004
matters on which we are required to report by exception 
we have nothing to report in respect of the following matters where the companies acts 1931 to 2004 require us to report to you if in our opinion 
•	 pr oper 	 books 	 of 	 account 	 have 	 not 	 been 	 kept 	 by 	 the 	 par ent 	 company 	 and 	 pr oper 	 r eturns 	 adequate 	 for 	 our 	 audit 	 have 	 not 	 been 	 r eceived 	 fr om	
branches not visited by us or 
•	 the 	 par ent 	 company’ s 	 statement 	 of 	 financial 	 position 	 and 	 statement 	 of 	 compr ehensive 	 income 	 ar e 	 not 	 in 	 agr eement 	 with 	 the 	 books 	 of 	 account 	 
and returns or 
•	 certain 	 disclosur es 	 of 	 dir ectors’ 	 r emuneration 	 specified 	 by 	 law 	 ar e 	 not 	 made 	 or
•	 we 	 have 	 not 	 r eceived 	 all 	 the 	 information 	 and 	 explanations 	 we 	 r equir e 	 for 	 our 	 audit	
kpmg audit llc
chartered accountants
heritage court
41 athol street
douglas
isle of man im99 1hn  
report of the independent auditors kpmg audit llc  
to the members of optimal payments plc   optimal payments plc 
annual report 2014 41
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
consolidated statement of financial position 
as at 31 december 2014
 2014 2013
 us us
assets  
current assets  
  cash and cash equivalents  142325454 164379331
  restricted neteller merchant cash note 5 2232596 1635858
  restricted neteller member cash note 6 6543680 4561566
  trade and other receivables 14711829 4760843
  prepaid expenses and deposits 11459755 9152159
 177 273314 184489757
noncurrent assets  
  property plant  equipment note 7 13357 689 12319580
  intangible assets note 8 76140609 22739053
  goodwill note 9 205339002 30492122
 472110614 250040512
liabilities  
current liabilities  
  trade and other payables note 10 67 328017 100763462
  neteller loyalty program liability note 11 1159980 1721956
  provision for losses on netbanx merchant accounts note 12 1183492 733362
  taxes payable note 13 4044775 4305778
  shareholder loans note 14 — 9525814
  contingent consideration note 16 5000000 —
  share consideration payable note 16 14322500 —
  obligations under finance lease 578797 584134
  current portion of longterm debt note 15 20000000 —
 113617 561 117634506
noncurrent liabilities  
  obligations under finance lease 204808 800643
  share consideration payable note 16 42967 500 —
  longterm debt note 15 107 000000 —
 263789869 118435149
shareholders’ equity  
  share capital note 17 46575 44604
  share premium  86934889 77054253
  capital redemption reserve 147 147
  equity reserve on share option issuance note 18 27 311337 19036989
  translation reserve note 19 968561 1851482
  retained earnings 94996358 37320852
 208320745 131605363
 472110614 250040512
the notes on pages 49 to 78 form an integral part of these financial statements
these consolidated financial statements were approved by the board of directors and authorised for issue on 22 march 2015 and were signed on its  
behalf by
j leonoff b mcarthurmuscroft
director director  
  optimal payments plc 
annual report 2014 42
consolidated statement of comprehensive income 
for the year ended 31 december 2014
 2014 2013
 us us
revenue  
  netbanx straight through processing fees 274712856 193033333
  neteller stored value fees 89572183 59792540
  investment income 669325 540811
 364954364 253366684
cost of sales  
  straight through processing expenses 162256162 111975929
  stored value expenses 13574425 9508168
 175830587 121484097
gross profit note 22 189123777 131882587
  
non fee expenses  
  salaries and employee expenses 54785709 41051487
  technology and software 20531371 18411850
  premises and office costs 11096937 9047688
  professional fees 5186257 4339478
  marketing and promotions note 23 15194281 7950375
  travel and entertainment 3889394 2703378
  bank charges 651369 678590
  depreciation and amortisation note 24 20986740 13517802
  acquisition costs 11568700 —
  restructuring costs — 831605
  foreign exchange lossgain 3018777 893409
  net fair value gain on share consideration payable note 16 18800000 —
  other expenses note 32 11888 535762
results from operating activities 61002354 33707981
  
finance costs  2023756 994926
profit for the year before tax 58978598 32713055
  
income tax expense note 13 1303092 1235453
profit for the year after tax attributable to the owners of the group 57 675506 31477602
other comprehensive income
  foreign currency translation differences for foreign operations net of income tax 882921 890738
t otal comprehensive profit for the year attributable to the owners of the group 58558427 30586864
basic profit per share note 20 036 022
fully diluted profit per share note 20 032 020
the notes on pages 49 to 78 form an integral part of these financial statements
the directors consider that all results derive from continuing activities   optimal payments plc 
annual report 2014 43
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
consolidated statement of changes in equity
for the year ended 31 december 2014
 share    equity
 capital   share   reserve translation
 ordinary capital   t otal  on share reserve on capital
 shares deferred share share option foreign redemption retained
 note 17 shares capital premium issuance operations reserve earnings t otal
 us us us us us us us us us
balance as at 
  1 january 2013 24329 18000 42329 65612241 14525006 960744 147 5843250 85062229
profit for the year —      —     —    —    —   —   —   31477602 31477602
foreign currency translation 
  differences —     —   —   —   —   890738   —   —   890738  
total comprehensive income —   —   —   —   —  890738   —   31477602 30586864
transactions with owners of 
  the group recognised 
  directly in equity
contributions by and distributions 
  to owners of the group
         
share option expense note 21     4511983    4511983
issue of shares note 17 2275    —   2275   11442012   —   —   —   —   11444287
balance as at 
  31 december 2013 26604 18000 44604 77 054253 19036989 1851482    147 37 320852 131605363
balance as at 
  1 january 2014 26604 18000 44604 77054253 19036989 1851482       147 37320852 131605363
profit for the year — — — — — — — 57675506 57675506
foreign currency translation 
  differences — — — — — 882921 — — 882921
total comprehensive income — — — — — 882921 — 57675506 58558427
transactions with owners of 
  the group recognised 
  directly in equity
contributions by and distributions 
  to owners of the group
         
share option expense note 21 — — — — 8274348 — — — 8274348
issue of shares note 17 1971 — 1971 9880636 — — — — 9882607
balance as at 
  31 december 2014 28575 18000 46575 86934889 27 311337 968561 147 94996358 208320745
the notes on pages 49 to 78 form an integral part of these financial statements
  optimal payments plc 
annual report 2014 44
consolidated statement of cash flows
for the year ended 31 december 2014
 2014 2013
 us us
operating activities   
profit before tax 58978598 32713055
  adjustments for noncash items  
  depreciation and amortisation 21084837 13517802
  unrealised foreign exchange loss 5761591 2044649
  share option expense note 21 8274348 4511983
  acquisition costs 11568700 —
  net fair value gain on share consideration payable 18800000 —
  interest expense 1996210 837224
  loss on disposal of assets 11888 552357
operating cash flows before movements in working capital 88876172 54177070
  increasedecrease in restricted neteller merchant cash 596738 3787158
  increasedecrease in restricted neteller member cash 1982114 3282017
  increasedecrease in trade and other receivables 6589959 1242376
  increase in prepaid expenses and deposits 2052601 1676626
  decreaseincrease in trade and other payables 28581691 39929386
  decreaseincrease in neteller loyalty program liability 561976 772723
  increasedecrease in provision for losses on netbanx merchant accounts 450130 60052
 48961223 101454052
taxes paid 1564095 1191344
cash flows from operating activities 47 397 128 100262708
investing activities  
purchase of property plant  equipment and intangible assets 11094687 13567378
acquisition cost 11512408 —
business acquisitions 157 680270 —
proceeds from disposal of property plant  equipment 390 442645
cash flows used in investing activities 180286975 13124733
financing activities  
equity issuance 365561 13766
repayment of contingent consideration  — 5724203
proceeds from longterm debt note 15 141000000 —
repayment of principal 14000000 
interest paid on longterm debt 1873448 
repayment of obligations under finance lease 601170 396873
cash flows fromused in financing activities 124890943 6107310
decrease increase in cash and cash equivalents during the year 7 998904 81030666
effect of movement in foreign exchange on cash and cash equivalents 15388712 25395
translation of foreign operations 1333739 1148890
cash and cash equivalents beginning of year 164379331 82174380
cash and cash equivalents end of year 142325454 164379331
the notes on pages 49 to 78 form an integral part of these financial statements   optimal payments plc 
annual report 2014 45
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
company statement of financial position
as at 31 december 2014
 2014 2013
 us us
assets  
current assets  
  cash and cash equivalents 11810374 10766729
  receivable from subsidiaries note 28 64919421 71152930
  trade and other receivables 264552 103086
  prepaid expenses and deposits 1178001 761657
 78172378 82784402
noncurrent assets  
  property plant  equipment note 7 3317 072 3609530
  intangible assets note 8 14409115 15760654
  goodwill note 9 10624847 10624847
  investment in subsidiaries note 28 168188010 37798010
 274711422 150577443
liabilities  
current liabilities  
  trade and other payables note 10 9530164 5709885
  obligations under finance lease 219787 206681
  shareholder loans note 14 — 9525814
  due to subsidiaries note 28 105077 379 50268646
 114827 330 65711026
noncurrent liabilities  
  obligations under finance lease — 219787
 114827 330 65930813
shareholders’ equity  
  share capital note 17 46575 44604
  share premium  86934889 77054253
  capital redemption reserve 147 147
  equity reserve on share option issuance 27 311337 19036989
  retained earnings 45591144 11489363
 159884092 84646630
 274711422 150577443
  
the notes on pages 49 to 78 form an integral part of these financial statements
these financial statements were approved by the board of directors and authorised for issue on 22 march 2015 and were signed on its behalf by
j leonoff b mcarthurmuscroft
director director optimal payments plc 
annual report 2014 46
company statement of comprehensive income 
for the year ended 31 december 2014
 2014 2013
 us us
revenue  
  franchise and platform rights fees note 28 114212892 74338587
  investment income 604 8719
 114213496 74347306
non fee expenses  
  salaries and employee expenses  7 147 658 3813847
  technology and software 3159026 2592969
  premises and office costs 759412 592972
  professional fees 2443588 1646015
  marketing and promotions 8684316 186479
  travel and entertainment 1702680 1491660
  bank charges 47 668 60451
  depreciation and amortisation note 24 8428540 6948732
  acquisition costs  4468700 —
  foreign exchange loss 1132428 1815317
  administrative and platform service fees note 28 37 940194 24206341
  net fair value gain on share consideration payable  note 16 18800000 —
  other expenses recoveries — 15358
results from operating activities 57 099286 31007881
finance costs 18779 778898
profit for the year before tax 57 080507 30228983
  
income tax expense — —
profit for the year after tax attributable to the owners of the company 57 080507 30228983
other comprehensive income
  foreign currency translation differences for foreign operations net of income tax — —
t otal comprehensive profit for the year attributable to the owners of the company 57 080507 30228983
the notes on pages 49 to 78 form an integral part of these financial statements
the directors consider that all results derive from continuing activities   optimal payments plc 
annual report 2014 47
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
company statement of changes in equity
for the year ended 31 december 2014
  share    equity
  capital   share   reserve
  ordinary capital   t otal  on share capital
  shares deferred share share option redemption retained
  note 17 shares capital premium issuance reserve earnings t otal
  us us us us us us us us
balance as at 1 january 2013  24329 18000 42329 65612241 14525006 147 41718346 38461377
        
profit for the year  — — — —       —      —       30228983 30228983
total comprehensive profit  — —       —      —       —      —       30228983 30228983
transactions with owners of the  
  company recognised directly in equity
contributions by and distributions 
  to owners of the company
        
share option expense note 21  — —       —      —       4511983 —       — 4511983
        
issue of shares note 17  2275      — 2275      11442012       —       —      —       11444287
balance as at 31 december 2013  26604 18000 44604 77 054253 19036989 147 11489363 84646630
balance as at 1 january 2014  26604 18000 44604 77054253 19036989 147 11489363 84646630
        
profit for the year  — — — —       —      —       57080507 57080507
total comprehensive profit  — —       —      —       —      —       57080507 57080507
transactions with owners of the  
  company recognised directly in equity
contributions by and distributions 
  to owners of the company
        
share option expense note 21  — —       —      —       8274348 —       — 8274348
issue of shares note 17  1971      — 1971      9880636       —       —      —       9882607
balance as at 31 december 2014  28575 18000 46575 86934889 27 311337 147 45591144 159884092
the notes on pages 49 to 78 form an integral part of these financial statements
  optimal payments plc 
annual report 2014 48
company statement of cash flows
for the year ended 31 december 2014
 2014 2013
 us us
operating activities   
profit before tax 57 080507 30228983
adjustments for  
  depreciation and amortisation note 24 8428540 6948732
  unrealised foreign exchange loss 957 755 1837580
  acquisition costs 4468700 —
  net fair value gain on share consideration payable 18800000 —
  finance costs 18779 553398
  share option expense  note 21 8274348 4511983
  loss on asset disposal — 1238
operating cash flows before movements in working capital 60428629 44081914
  decreaseincrease in trade and other receivables 161496 153942
  increase in prepaid expenses and deposits 416344 315006
  increasedecrease in trade and other payables 3869219 3826204
cash flows from operating activities 63720008 40094646
  
investing activities  
purchase of property plant  equipment goodwill and intangible assets 6784541 6167491
increase in investment in subsidiaries 40000000 —
acquisition costs 4468700 —
cash flows used in investing activities 51253241 6167491
financing activities  
equity issuance 365561 13766
interest paid 27 547 —
payments to subsidiaries  10547 758 38166942
repayment of obligations under capital lease 206680 194356
cash flows used in financing activities 10416424 38347532
increasedecrease in cash and cash equivalents during the year 2050343 4420377
  
effect of movement in foreign exchange on cash and cash equivalents held 1006698 1841839
  
cash and cash equivalents beginning of year 10766729 17028945
cash and cash equivalents end of year 11810374 10766729
the notes on pages 49 to 78 form part of these financial statements   optimal payments plc 
annual report 2014 49
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
1 general information
neteller plc was a private company incorporated under the laws of the isle of man “iom” on 31 october 2003 and was registered as a public 
company on 1 april 2004 neteller plc changed its name to neovia financial plc on 17 november 2008 on 1 march 2011 neovia financial plc 
changed its name to optimal payments plc the “company” the principal activities of the company and the group are described in note 2 the group 
includes the company and its wholly owned subsidiaries as set out under “basis of consolidation” in note 4 and “investment in subsidiaries” in note 28 
at 31 december 2014 the group had 712 employees 2013 516 employees
2 nature of operations
the group provides services to businesses and individuals to allow the processing of direct debit electronic cheque and credit card payments  
the group processes direct debit electronic cheque and credit card payments principally for internet merchants optimal payments limited a  
whollyowned subsidiary of optimal payments plc is authorised by the united kingdom’s financial conduct authority under the electronic money 
regulations 2011 frn900015 for the issuing of electronic money and payment instruments optimal payments merchant services ltd is licensed  
by the financial supervision commission of the isle of man ref 1357 to carry on money transmission services
3 basis of preparation
statement of compliance
the financial statements have been prepared in accordance with applicable iom law and international financial reporting standards “ifrs” as adopted 
by the eu and the aim rules of the london stock exchange 
the consolidated financial statements were authorised for issue by the board of directors on 22 march 2015 
statement of going concern
the consolidated financial statements are prepared on a going concern basis as the board of directors are satisfied that the group and parent company 
have the resources to continue in business for the foreseeable future in making this assessment the board have considered a wide range of information 
relating to present and future conditions including future projections of profitability cash flows and capital resources 
the group borrowed 141 million in july 2014 to finance the acquisition of californiabased payment processing businesses meritus payment solutions 
and global merchant advisors inc the acquisition of these profitable fast growing and cash generative businesses is expected to enhance earnings  
and the group has demonstrated it has sufficient financial resources in place to meet its new debt requirements
 
the group’s principal activities business and operating models strategic direction and key and emerging risks are described in the ceo’s review 
business overview and business risk sections a financial summary including a review of the consolidated statement of comprehensive income and 
consolidated statement of financial position is provided in the financial review section the group’s objectives policies and processes for managing 
credit liquidity and market risk along with the group’s approach to capital management and allocation are described in the note 27 of the financial 
statements
use of estimates and judgements
the preparation of the group’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets 
liabilities and contingencies at the date of the group’s financial statements and revenue and expenses during the reporting period actual results could 
differ from those estimated significant estimates in the group’s financial statements include depreciation and amortisation impairment testing of long
lived assets share based payments share consideration payable and income taxes by their nature these estimates and assumptions are subject to 
estimation uncertainty and the effect on the group’s financial statements of changes in estimates in future periods could be significant
functional and presentation currency
these consolidated financial statements are presented in us dollars which is the functional currency of the company
4 significant accounting policies
the accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been 
applied consistently by group entities the following principal accounting policies have been applied
basis of consolidation
the consolidated financial statements incorporate the financial statements of the company and enterprises controlled by the company and its 
subsidiaries as at the year end control is achieved where the company has the power to govern the financial and operating policies of an investee 
enterprise so as to obtain benefits from its activities the consolidated financial statements include the accounts of the company and its principal wholly 
owned subsidiaries as identified in note 28 all intercompany transactions and balances between group enterprises are eliminated on consolidation
in the financial statements of the company investments in subsidiaries are stated at cost
notes to the consolidated financial statements
for the year ended 31 december 2014 optimal payments plc 
annual report 2014 50
4 significant accounting policies continued
cash and cash equivalents
cash equivalents are defined as shortterm highly liquid investments that are readily convertible to known amounts of cash and which are subject to an 
insignificant risk of changes in value
intangible assets 
intellectual property is recorded at cost and is amortised on a straightline basis over its estimated useful life which is assessed to be three to five years 
other intangible assets including customer relationships trade names and noncompete agreements that are acquired by the group and have finite useful 
lives are recognised at fair value at the acquisition date “cost” and subsequently measured at cost less accumulated amortisation and any accumulated 
impairment losses amortisation is calculated using the straightline method over the expected life of the intangible asset which is 3 to five years
website and platform development costs are recorded at cost and amortised over their estimated useful life using the decliningbalance method at 30  
property plant  equipment
land is not depreciated property plant  equipment are recorded at cost and is depreciated over their estimated useful lives using the decliningbalance 
method on the following basis
 
 communication equipment 20
 furniture and equipment 20
 computer equipment 30
other assets are depreciated over their estimated useful lives using the straightline method on the following basis
 
 computer software 2 years
 building  leasehold improvements 4 and 10 years respectively
the gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of 
the asset and is recognised in income
impairment
the carrying amounts of the group’s nonfinancial assets are reviewed at each reporting date to determine whether there is any indication of impairment  
if any such indication exists then the asset’s recoverable amount is estimated for goodwill and intangible assets that have indefinite useful lives or that  
are not yet available for use the recoverable amount is estimated each year at the same time an impairment loss is recognised if the carrying amount  
of an asset or its related cashgenerating unit cgu exceeds its estimated recoverable amounts
the recoverable amount of an asset or cgu is the greater of its value in use and its fair value less costs to sell in assessing value in use the estimated 
future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money 
and the risks specific to the asset or cgu for the purpose of impairment testing assets that cannot be tested individually are grouped together into the 
smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cgu subject 
to an operating segment ceiling test for the purposes of goodwill impairment testing cgus to which goodwill has been allocated are aggregated so that 
the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes goodwill acquired 
in a business combination is allocated to groups of cgus that are expected to benefit from synergies of the combination
the group’s corporate assets do not generate separate cash inflows and are utilised by more than one cgu corporate assets are allocated to cgus on 
a reasonable and consistent basis and tested for impairment as part of the testing of the cgu to which the corporate asset is allocated
impairment losses are recognised in the statement of comprehensive income impairment losses recognised in respect of cgus are allocated first to 
reduce the carrying amount of any goodwill allocated to the cgu group of cgus and then to reduce the carrying amounts of the other assets in the 
cgu group of cgus on a pro rata basis
an impairment loss in respect of goodwill is not reversed in respect of other assets impairment losses recognised in prior periods are assessed at each 
reporting date for any indications that the loss has decreased or no longer exists an impairment loss is reversed if there has been a change in estimates 
used to determine the recoverable amount an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the 
carrying amount that would have been determined net of depreciation or amortisation if no impairment loss has been recognised
the group performs impairment tests at least annually or whenever events or changes in circumstances indicate that the goodwill and intangible assets 
that have indefinite useful lives or are not yet in use carrying values for a business unit may not be recoverable 
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 51
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
4 significant accounting policies continued
goodwill
goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of the identifiable assets and 
liabilities of subsidiaries at the date of acquisition
goodwill is recognised as an asset and reviewed for impairment at least annually any impairment is recognised immediately in the statement of 
comprehensive income and is not subsequently reversed
on disposal of a subsidiary the attributable amount of goodwill is included in the determination of the profit or loss on disposal
trade and other receivables
trade and other receivables including receivables from merchants are stated at their amortised cost less impairment losses and doubtful accounts
financial liabilities
the group classifies its financial liabilities at fair value through profit or loss and as other financial liabilities measured at amortised cost depending on 
the purpose for which the financial liabilities were acquired or incurred management determines the classification of its financial liabilities at the initial 
recognition 
share consideration payable meets the definition of a financial liability under ias 32 and therefore classified as such the fair value of share consideration  
is determined through singlefactor monte carlo valuation model at reporting date movements in fair value at any one reporting date are measured 
through profit and loss
the group’s other financial liabilities measured at amortised cost comprise ‘trade and other payables’ and ‘long termdebt’ in the balance sheet 
trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method
longterm debt are recognised initially at fair value net of transaction costs incurred borrowings are subsequently carried at amortised cost any 
difference between the proceeds net of transaction costs and the redemption value is recognised in the statement of comprehensive income over the 
period of the longterm debt using the effective interest method finance charges are accounted for on an accruals basis and charged to the statement  
of comprehensive income using the effective interest rate method
trade and other payables and longterm debt are classified as current liabilities if payment is due within one year or less if not they are presented as  
noncurrent liabilities
income tax
income tax expense comprises current and deferred tax current tax and deferred tax are recognised in the statement of comprehensive income except 
to the extent that it relates to a business combination or items recognised directly in equity or in other comprehensive income
current tax is the expected tax payable or receivable on the taxable income or loss for the year using tax rates enacted or substantively enacted at the 
reporting date and any adjustment to tax payable in respect of previous years
the group uses the balance sheet liability method of accounting for income taxes temporary differences arising from the difference between the tax basis 
of an asset or liability and its carrying amount on the balance sheet are used to calculate deferred tax assets or liabilities deferred tax assets or liabilities 
are calculated using tax rates anticipated to exist in the periods that the temporary differences are expected to reverse based on the laws that have been 
enacted or substantively enacted by the reporting date deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax 
liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity or on different tax entities but they intend 
to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously
a deferred tax asset is recognised for unused tax losses tax credits and deductible temporary differences to the extent that it is probable that future 
taxable profits will be available against which they can be utilised deferred tax assets are reviewed at each reporting date and are reduced to the extent 
that it is no longer probable that the related tax benefit will be realised
segment reporting
an operating segment is a component of the group that engages in business activities from which it may earn revenues and incur expenses including 
revenues and expenses that relate to transactions with any of the group’s other components all operating segments’ operating results are reviewed 
regularly by the group’s ceo to make decisions about resources to be allocated to the segment and assess its performance and for which discrete 
financial information is available  optimal payments plc 
annual report 2014 52
4 significant accounting policies continued
revenue recognition
the group is involved in transaction processing services revenues from transaction processing services are recognised at the time services are rendered 
member revenue is recognised either as a fee calculated as a percentage of funds processed or as a charge per transaction pursuant to the respective 
member agreements merchant revenue is recognised as a fee calculated as a percentage of funds processed or as a charge per transaction on behalf of 
merchants
interest income is accrued on a monthly basis by reference to the principal outstanding and at the effective interest rate applicable
the company renders services to various subsidiaries within the group including franchise rights and platform service fees revenue from rendering  
of services is recognised in profit or loss at the time the services are rendered
leases
i  leased assets 
 assets held by the group under leases which transfer to the group substantially all of the risks and rewards of ownership are classified as finance 
leases on initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease 
payments subsequent to initial recognition the asset is accounted for in accordance with the accounting policy applicable to that asset 
 assets held under other leases are classified as operating leases and are not recognised in the group’s statement of financial position
ii  lease payments 
 payments made under operating leases are recognised in the statement of comprehensive income on a straightline basis over the term of the lease
 minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability  
the finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance  
of the liability
foreign exchange
the individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates  
its functional currency for the purpose of the consolidated financial statements the results and financial position of each entity are expressed in us 
dollars which is the functional currency of optimal payments plc and the presentation currency for the consolidated financial statements
in preparing the financial statements of the individual entities transactions in currencies other than the entity’s functional currency foreign currencies 
are recorded at the rates of exchange prevailing on the dates of the transactions at each balance sheet date monetary items denominated in foreign 
currencies are retranslated at the rates prevailing on the balance sheet date nonmonetary items carried at fair value that are denominated in foreign 
currencies are retranslated at the rates prevailing on the date when the fair value was determined nonmonetary items that are measured in terms of 
historical cost in a foreign currency are not retranslated 
exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included in profit or loss for the period 
exchange differences arising on the retranslation of nonmonetary items carried at fair value are included in the statement of comprehensive income for 
the period except for differences arising on the retranslation of nonmonetary items in respect of which gains and losses are recognised directly in equity 
for such nonmonetary items any exchange component of that gain or loss is also recognised directly in equity
for the purpose of presenting consolidated financial statements the assets and liabilities of the group’s foreign operations including comparatives are 
expressed in united states dollars using exchange rates prevailing on the balance sheet date income and expense items including comparatives are 
translated at the average exchange rates for the period unless exchange rates fluctuated significantly during that period in which case the exchange  
rates at the dates of the transactions are used exchange differences arising if any are classified as equity and transferred to the group’s translation 
reserve such translation differences are recognised in profit or loss in the period in which the foreign operation is disposed of
goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operation and 
translated at the closing rate
related party transactions 
monetary related party transactions in the normal course of operations are recorded at fair value and transactions between related parties not in the 
normal course of operations are recorded at the carrying value as recorded by the transferor
foreign exchange contracts
the group uses foreign exchange contracts to reduce its exposure to adverse fluctuations in foreign exchange rates these financial instruments are 
presented in the accompanying consolidated financial statements at fair value fair values are based on market quotes current foreign exchange rates  
or management estimates as appropriate and gains and losses on the foreign exchange contracts are reflected in the consolidated income statement 
the increase or decrease in the fair value of the contracts has been taken to income
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 53
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
4 significant accounting policies continued
research and development
research expenditure is written off to the income statement in the period in which it is incurred
development expenditure is written off in the same way unless management is satisfied as to the technical commercial and financial viability of the 
individual projects generating future economic benefits and the group intends to and has sufficient resources to complete development and to use or sell 
the asset in this situation the expenditure is capitalised at cost less a provision for any impairment in value and is amortised on the commencement of 
use over the period in which benefits are expected to be received by the group the expenditure capitalised includes the cost of materials direct labour 
and overhead costs that are directly attributable to preparing the asset for its intended use
sharebased payments
the company issues share options to certain employees including directors equitysettled share options are measured at fair value at the date of 
grant in valuing equitysettled share options no account is taken of any vesting conditions other than conditions linked to the price of the shares of the 
company market conditions 
the fair value determined at the grant date of the share option is expensed over the vesting period which ends on the date on which the relevant 
employees become fully entitled to the award the vesting date the cumulative expense recognised for equitysettled share options at each reporting date 
reflects the extent to which the vesting period has expired and the company’s best estimate of the number of equity instruments that will ultimately vest 
or in the case of a market condition be treated as vesting the movement in cumulative expense since the previous reporting date is recognised in the 
income statement with a corresponding entry in equity
no expense is recognised for awards that do not ultimately vest except for awards where vesting is conditional upon a market vesting condition or a non
vesting condition which are treated as vesting irrespective of whether or not the condition is satisfied provided that all other nonmarket vesting conditions 
are satisfied
where the terms of an equitysettled award are modified the minimum expense recognised is the expense as if the terms had not been modified an 
additional expense is recognised over the remainder of the new vesting period for the incremental fair value of the modification based on the difference 
between the fair value of the original award and the fair value of the modified award both as measured on the date of the modification
where an equitysettled award is cancelled it is treated as if it had vested on the date of cancellation and any cost not yet recognised in the income 
statement for the award is expensed immediately any compensation paid up to the fair value of the award at the cancellation or settlement date is 
deducted from equity with any excess over fair value being treated as an expense in the income statement
offsetting
financial assets and liabilities are set off and the net amount presented in the statement of financial position when and only when the group has a legal 
enforceable right to set off the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously
gross settlement is equivalent to net settlement if and only if the gross settlement mechanism has features that eliminate or result in insignificant credit and 
liquidity risk and processes receivables and payables in a single settlement cycle
the balances owing to the members and merchants and the related cash balances segregated in the members and merchant’s accounts are presented 
net in the statement of financial position as the company considered these gross settlement as equivalent to net settlement in accordance with ias 32
income and expenses are presented on a net basis only when permitted by the accounting standards or for gains and losses arising from a group of 
similar transactions such as in the group’s trading activity
earnings per share
the group presents basic and diluted earnings per share eps data for its ordinary shares basic eps is calculated by dividing the profit or loss 
attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period adjusted for own 
shares held diluted eps is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary 
shares outstanding adjusted for own shares held and for the effects of all dilutive potential ordinary shares which comprise convertible notes and share 
options granted to employees
application of new and revised accounting policies
in the current year the group has applied a number of amendments to ifrss and a new interpretation issued by the international accounting standards 
board “iasb” that are mandatorily effective for an accounting period that begins on or after 1 january 2014
amendments to ifrs 10 ifrs 12 and ias 27 investment entities
the amendments to ifrs 10 define an investment entity and require a reporting entity that meets the definition of an investment entity not to consolidate 
its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements 
consequential amendments have been made to ifrs 12 and ias 27 to introduce new disclosure requirements for investment entities as the company is 
not an investment entity assessed based on the criteria set out in ifrs 10 as at 1 january 2014 the application of the amendments has had no impact 
on the disclosures or the amounts recognised in the group’s consolidated financial statements optimal payments plc 
annual report 2014 54
4 significant accounting policies continued
application of new and revised accounting policies continued
amendments to ias 32 offsetting financial assets and financial liabilities
the group has applied the amendments to ias 32 offsetting financial assets and financial liabilities for the first time in the current year the amendments 
to ias 32 clarify the requirements relating to the offset of financial assets and financial liabilities specifically the amendments clarify the meaning of 
‘currently has a legally enforceable right of setoff’ and ‘simultaneous realisation and settlement’ the group has assessed whether certain of its financial 
assets and financial liabilities qualify for offset based on the criteria set out in the amendments and concluded that the application of the amendments has 
had no impact on the amounts recognised in the group’s consolidated financial statements other than consistency of accounting policy application for 
restricted members cash and amounts owing to members as disclosed in note 6
amendments to ias 36 recoverable amount disclosures for nonfinancial assets
the group has applied the amendments to ias 36 recoverable amount disclosures for nonfinancial assets for the first time in the current year the 
amendments to ias 36 remove the requirement to disclose the recoverable amount of a cashgenerating unit cgu to which goodwill or other intangible 
assets with indefinite useful lives had been allocated when there has been no impairment or reversal of impairment of the related cgu furthermore the 
amendments introduce additional disclosure requirements applicable to when the recoverable amount of an asset or a cgu is measured at fair value 
less costs of disposal these new disclosures include the fair value hierarchy key assumptions and valuation techniques used which are in line with the 
disclosure required by ifrs 13 fair value measurements
the application of these amendments has had no material impact on the disclosures in the group’s consolidated financial statements
amendments to ias 39 novation of derivatives and continuation of hedge accounting
the amendments to ias 39 provide relief from the requirement to discontinue hedge accounting when a derivative designated as a hedging instrument is 
novated under certain circumstances the amendments also clarify that any change to the fair value of the derivative designated as a hedging instrument 
arising from the novation should be included in the assessment and measurement of hedge effectiveness as the group does not have any derivatives 
that are subject to novation the application of these amendments has had no impact on the disclosures or on the amounts recognised in the group’s 
consolidated financial statements
future changes to accounting standards
the group has not applied the following new and revised ifrss that have been issued but are not yet effective
ifrs 9 financial instruments
the iasb issued ifrs 9 in november 2009 introducing new requirements for the classification and measurement of financial assets ifrs 9 was 
subsequently amended in october 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition and 
in november 2013 to include the new requirements for general hedge accounting another revised version of ifrs 9 was issued in july 2014 mainly to 
include a impairment requirements for financial assets and b limited amendments to the classification and measurement requirements by introducing a 
‘fair value through other comprehensive income’ fvtoci measurement category for certain simple debt instruments ifrs 9 is effective for annual periods 
beginning on or after 1 january 2018
it is not practicable to provide a reasonable estimate of the effect of ifrs 9 until the group undertakes a detailed review
ifrs 15 revenue from contracts with customers
in may 2014 ifrs 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with 
customers ifrs 15 will supersede the current revenue recognition guidance including ias 18 revenue ias 11 construction contracts and the related 
interpretations when it becomes effective for annual periods beginning on or after 1 january 2017 the core principle of ifrs 15 is that an entity should 
recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity 
expects to be entitled in exchange for those goods or services specifically the standard introduces a 5step approach to revenue recognition 
•	 step 	 1 	 identify 	 the 	 contracts 	 with 	 a 	 customer
•	 step 	 2 	 identify 	 the 	 performance 	 obligations 	 in 	 the 	 contract
•	 step 	 3 	 determine 	 the 	 transaction 	 price
•	 step 	 4 	 allocate 	 the 	 transaction 	 price 	 to 	 the 	 performance 	 obligations 	 in 	 the 	 contract
•	 step 	 5 	 recognise 	 r evenue 	 when 	 or 	 as 	 the 	 entity 	 satisfies 	 a 	 performance 	 obligation
extensive disclosures are required by ifrs 15 the directors of the group do not anticipate that the application of ifrs 15 in the future will have a material 
impact on the amounts reported and disclosures made in the group’s consolidated financial statements however it is not practicable to provide a 
reasonable estimate of the effect of ifrs 15 until the group performs a detailed review
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 55
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
4 significant accounting policies continued
future changes to accounting standards continued
amendments to ifrs 11 accounting for acquisitions of interests in joint operations
the amendments to ifrs 11 provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined in ifrs 3 
business combinations specifically the amendments state that the relevant principles on accounting for business combinations in ifrs 3 and other 
standards eg ias 36 impairment of assets regarding impairment testing of a cash generating unit to which goodwill on acquisition of a joint operation has 
been allocated should be applied the same requirements should be applied to the formation of a joint operation if and only if an existing business is 
contributed to the joint operation by one of the parties that participate in the joint operation
a joint operator is also required to disclose the relevant information required by ifrs 3 and other standards for business combinations
the amendments to ifrs 11 apply prospectively for annual periods beginning on or after 1 january 2016 the directors of the group do not anticipate that 
the application of these amendments to ifrs 11 will have a material impact on the group’s consolidated financial statements
amendments to ias 16 property plant and equipment and ias 38 intangible assets
the amendments to ias 16 prohibit entities from using a revenuebased depreciation method for items of property plant and equipment the amendments 
to ias 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortisation of an intangible asset the amendments apply 
prospectively for annual periods beginning on or after 1 january 2016 currently the group uses the declining balance method for depreciation for its 
property plant and equipment and declining balance and straight line methods for amortisation for its intangible assets the directors of the group believe 
that these methods are the most appropriate method to reflect the consumption of economic benefits inherent in the respective assets and accordingly 
the directors of the group do not anticipate that the application of these amendments to ias 16 and ias 38 will have a material impact on the group’s 
consolidated financial statements
5 restricted neteller merchant cash 
the group maintains bank accounts with the group’s principal bankers which are segregated from operating funds and which contain funds held on 
behalf of merchants representing pooled merchant funds balances in the segregated accounts are maintained at a sufficient level to fully offset amounts 
owing to the group’s merchants a legal right of offset exists between the balances owing to the merchants and the cash balances segregated in the 
client accounts as such only the net balance of surplus cash is disclosed on the consolidated statement of financial position as restricted neteller 
merchant cash
at 31 december 2014 the group had the following balances
 as at as at
 31 december 31 december
 2014 2013
  
segregated account funds 102069054 81806623
payable to neteller merchants 99836458 80170765
restricted neteller merchant cash 2232596 1635858
6 restricted neteller member cash 
in compliance with the financial conduct authority fca rules and regulations the group holds qualifying liquid assets at least equal to the amounts  
owing to members these amounts are maintained in accounts which are segregated from operating funds as a legal right of offset exists between the 
balances owing to the members and the cash balances segregated in the member accounts the prior year presentation in the consolidated statement  
of financial position has been updated and only the net balance of surplus cash is disclosed on the consolidated statement of financial position as 
restricted neteller member cash
at 31 december 2014 the group had the following balances
 as at as at
 31 december 31 december
 2014 2013
  
qualifying liquid assets held for neteller members 143639792 127974097
payable to neteller members 137 096112 123412531
restricted neteller member cash 6543680 4561566
prior year presentation has been updated to conform to current year presentation and classification where appropriate the effect of the change in 
presentation from the prior year has resulted in a decrease in current liabilities and current assets respectively to the amount of 123412531 on the  
face of the statement of financial position the presentation and disclosure per the statement of cash flows has been updated accordingly optimal payments plc 
annual report 2014 56
7  property  plant  equipment
the group had the following balances
     building and
 communication furniture and computer computer leasehold
 equipment equipment equipment software improvements t otal
      
cost      
as at 31 december 2012 185920 1764564 11474954 20990609 1016433 35432480
additions 92319 1373321 2605758 2443411 2236234 8751043
disposals 74352 663121 2372345 7602234 673149 11385201
exchange difference 2363 71613 284831 807754 78874 1245435
as at 31 december 2013 201524 2403151 11423536 15024032 2500644 31552887
as at 31 december 2013 201524 2403151 11423536 15024032 2500644 31552887
additions 132443 876411 2101084 2431089 156285 5697312
disposals 83716 1312 — 835798 — 920826
acquisition note 16 — 566689 288600 347089 87902 1290280
exchange difference 6156 168995 378473 614438 148017 1316079
as at 31 december 2014 244095 3675944 13434747 16351974 2596814 36303574
      
accumulated depreciation      
as at 31 december 2012 133168 1238792 6641582 18124229 427650 26565421
charge for the year 16312 551922 1221604 2036475 366425 4192738
disposals 54205 515223 2112403 7557398 298877 10538106
exchange difference 1685 53256 181198 744557 6050 986746
as at 31 december 2013 93590 1222235 5569585 11858749 489148 19233307
as at 31 december 2013 93590 1222235 5569585 11858749 489148 19233307
charge for the year 104723 1182645 1041395 2607223 570899 5506885
disposals 76898 1108 — 830541 — 908547
exchange difference 3429 64589 256189 526985 34568 885760
as at 31 december 2014 117 986 2339183 6354791 13108446 1025479 22945885
net book value      
as at 31 december 2013 107934 1180916 5853951 3165283 2011496 12319580
net book value      
as at 31 december 2014 126109 1336761 7 079956 3243528 1571335 13357 689
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 57
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
7  property  plant  equipment continued
the company had the following balances
     building and
 communication furniture and computer computer leasehold
 equipment equipment equipment software improvements t otal
      
cost      
as at 31 december 2012 55892 76454 3560544 2714077 48406 6455373
additions 13299 3175 783784 1810742 — 2611000
disposal — — 1718 — — 1718
as at 31 december 2013 69191 79629 4342610 4524819 48406 9064655
additions — — 293236 1309615 5776 1608627
as at 31 december 2014 69191 79629 4635846 5834434 54182 10673282
accumulated depreciation      
as at 31 december 2012 45222 59410 1842779 2345648 40264 4333323
charge for the year 4184 3746 692649 420093 1610 1122282
disposal — — 480 — — 480
as at 31 december 2013 49406 63156 2534948 2765741 41874 5455125
charge for the year 3957 3295 567321 1324466 2046 1901085
as at 31 december 2014 53363 66451 3102269 4090207 43920 7 356210
net book value      
as at 31 december 2013 19785 16473 1807662 1759078 6532 3609530
net book value      
as at 31 december 2014 15828 13178 1533577 1744227 10262 3317 072 optimal payments plc 
annual report 2014 58
notes to the consolidated financial statements
for the year ended 31 december 2014 continued
8 intangible assets 
the group had the following balances
  website and
 intellectual platform customer
 property development relationships noncompete trade name t otal
      
cost      
as at 31 december 2012 30140782 20036413 — — — 50177195
additions — 4177811 — — — 4177811
disposals — 360763 — — — 360763
exchange difference 348 — — — — 348
as at 31 december 2013 30141130 23853461 — — — 53994591
additions 2463 5394912 — — — 5397375
acquisition note 16 3753158 — 51286314 6738772 1824386 63602630
exchange difference 915 — — — — 915
as at 31 december 2014 33895836 29248373 51286314 6738772 1824386 122993681
accumulated amortisation    
as at 31 december 2012 15855940 6287028    22142968
charge for the year 4804686 4520378    9325064
disposals — 212856    212856
exchange difference 362 — — — — 362
as at 31 december 2013 20660988 10594550 — — — 31255538
charge for the year 4949947 5235495 4494446 738185 159879 15577952
exchange difference 19387 195 — — — 19582
as at 31 december 2014 25630322 15830240 4494446 738185 159879 46853072
net book value      
as at 31 december 2013 9480143 13258909    22739053
net book value      
as at 31 december 2014 8265514 13418133 46791868 6000587 1664507 76140609
impairment analysis
the board have determined that there has not been any indication of an impairment required in the current year   optimal payments plc 
annual report 2014 59
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
8 intangible assets continued
the company had the following balances
     website and
    intellectual platform
    property development t otal
      
cost   
as at 31 december 2012    14580753 20808133 35388886
additions    — 4177314 4177314
as at 31 december 2013    14580753 24985447 39566200
additions    — 5175916 5175916
as at 31 december 2014    14580753 30161363 44742116
accumulated amortisation   
as at 31 december 2012    9711967 8267128 17979095
charge for the year    1591787 4234664 5826451
as at 31 december 2013    11303754 12501792 23805546
charge for the year    1523823 5003632 6527455
as at 31 december 2014    12827 577 17 505424 30333001
net book value   
as at 31 december 2013    3276999 12483655 15760654
net book value   
as at 31 december 2014    1753176 12655939 14409115 optimal payments plc 
annual report 2014 60
9 goodwill
the group had the following balances
 group
 
cost
balance at 1 january 2013 30492122
additions during the year —
balance at 31 december 2013 30492122
additions during the year 174846880
balance at 31 december 2014 205339002
 
carrying amount 
as at 31 december 2013 30492122
carrying amount 
as at 31 december 2014 205339002
the group performs goodwill asset impairment tests at least annually or whenever events or changes in circumstances indicate that the goodwill carrying 
value for a business unit might not be recoverable the recoverable amount is defined as the higher of fair value less costs to sell and value in use
key assumptions used in the calculation of recoverable amounts are discount rates and ebitda growth rate the values assigned to the key assumptions 
represented management’s assessment of future trends in the ecommerce industry impacting the netbanx straightthrough processing business and  
were based on both external and internal sources historical data the key assumptions were as follows and reflect a weighted average of this cgu 
comprising the respective operating divisions 
 y ear ended year ended
 31 december 31 december
 2014 2013
weighted average in percent  
discount rate 5 8
terminal value growth rate 135 135
budgeted ebitda growth rate average 5 years 5 5
the discount rate is an estimate based on past experience and the expected average weighted average cost of capital
five years of cash flows were included in the discounted cash flow model a longterm growth rate into perpetuity was determined based on  
management’s estimate of the terminal value growth rate in ebitda which management believed was consistent with the assumption that a market 
participant would make budgeted ebitda was based on expectation of future outcomes taking into account past experiences
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 61
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
10 trade and other payables
the group had the following balances
 as at as at
 31 december 31 december
 2014 2013
  
netbanx merchant processing liabilities 44591159 76792100
accounts payable 7 693960 5710876
accrued liabilities 12080024 16435718
payroll liabilities 2962874 1824768
 67 328017 100763462
netbanx merchant processing liabilities arise from the operations of the netbanx division totaling 44591159 2013 76792100 in addition  
included in cash and cash equivalents is an equivalent transient cash balance that relates to merchant transactions processed via the straightthrough 
processing operations the operations do not fall within the eu definition of “emoney” nor does a legal right of offset exist between this cash and the 
corresponding netbanx merchant liabilities 
11 loyal ty program
the group launched the neteller reward points program the “program” in february 2012 the program allows members to earn points on their 
transactions in the neteller ewallet accounts members can redeem these points for merchandise cash exchange and other neteller provided 
services 
when points are earned by members the group establishes a liability for future redemptions by multiplying the number of points issued by the estimated 
cost per point the actual cost of merchandise redemptions is applied against this liability the expense has been included in marketing and promotions
the estimated cost per point is determined based on many factors primarily related to expected future redemption patterns and associated costs  
the group monitors on an ongoing basis trends in redemption rates and net cost per point redeemed adjustments to the estimated cost per point  
are made based upon expected future program activities
any variance in the cost per point is recognised in marketing and promotions expenses in the group’s consolidated statement of comprehensive income 
the liability account is adjusted based on the outstanding balance of points issued on a monthly basis the company continues to evaluate and revise 
certain assumptions used to calculate the program liability based on redemption experience and expected future activities
12 provision for losses on netbanx merchant accounts
in certain cases transactions may be charged back to merchants which mean the transaction amount is refunded to the consumer and in certain 
instances charged to the merchant if the merchant has insufficient funds the group must bear the credit risk for the full amount of the transaction 
management evaluates the risk for such transactions and estimates the loss for the disputed transactions based primarily on historical experience and 
other relevant factors a provision is maintained for merchant losses in order to absorb charge backs and other losses for merchant transactions that 
have been previously processed and on which revenue has been recorded management analyses and regularly reviews the adequacy of its provision 
for merchant losses the provision for merchant losses comprises specifically identifiable provisions for merchant transactions for which losses can be 
estimated based on historical experience
the net charge for the provision for merchant losses is included under the caption straight through processing expenses in the statement of 
comprehensive income and can be reconciled as follows
 
balance at 31 december 2012 793414
provisions made during the year 44912
provisions used during the year 104964
balance at 31 december 2013 733362
provisions made during the year 450130
provisions used during the year —
balance at 31 december 2014 1183492 optimal payments plc 
annual report 2014 62
13 tax
the company is incorporated in the iom and is subject to a tax rate of zero percent no provision for iom taxation is therefore required taxation for other 
jurisdictions is calculated at the rates prevailing in the respective jurisdictions
the group charge for the year can be reconciled to the profit shown per the statement of comprehensive income as follows
 y ear ended year ended
 31 december 31 december
 2014 2013
tax recognised in profit  
current tax   
  current year 1985537 1561808
  adjustment for prior years 709942 220745
 1275595 1341063
deferred tax  
  current year 23374 86022
  adjustment for prior years 50871 19588
 27 497 105610
total tax expense 1303092 1235453
reconciliation of effective tax rate  
current year’s expense as a  of profit before tax 22 378
adjustment from prior years 11 073
expenses not deductible for tax purposes 66 811
effect of different tax rates of subsidiaries operating in other jurisdictions 33 36
isle of man corporate tax rate 0 0
at 31 december 2014 foreign taxes of 4044775 2013 4305778 were outstanding 
a total liability of approximately 48 million remains outstanding as at 31 december 2014 in relation to an ongoing investigation by the canadian revenue 
agency “cra” regarding canadian withholding taxes which are deemed to have arisen on the relocation of assets to the isle of man from canada in the 
2004 and 2005 taxation years this liability represents management’s estimate of the maximum amount the group is likely to be required to pay in respect  
of such withholding taxes and interest
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 63
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
13 tax continued
movement in deferred tax balances
     
   as at 31 december 2014
 net balance as recognised in  deferred
 at 1 january profit or loss net tax asset
    
property plant and equipment 371411 45990 325421 325421
intangible assets 897 967 12962 885005 885005
carryforward tax losses 293103 201436 91667 91667
deferred stock options — 140911 140911 140911
deferred tax assets 819659 27 497 792162 792162
   as at 31 december 2013
 net balance as recognised in  deferred
 at 1 january profit or loss net tax asset
    
property plant and equipment 382931 11520 371411 371411
intangible assets 586246 311721 897967 897967
carryforward tax losses 510734 217631 293103 293103
deferred tax assets 714049 105610 819659 819659
the deferred tax assets as noted above amounting to 792162 2013 819659 have been presented with taxes payable on the statement of financial 
position
deferred tax assets have not been recognised in respect of carryforward tax losses amounting to approximately 1714000 2013 4000000 in certain 
companies within the group since it is not probable that future taxable profit will be available against which the group can use the benefits therefrom
14 shareholder loans
two shareholders aurum nominees ltd and iiu nominees ltd gave notice to the company that they each wished to convert the shareholder loans 
amounting to 9525814 including accrued interest into ordinary shares pursuant to the loan agreement as a result in january 2014 the company 
issued 4348503 and 4330406 ordinary shares to aurum nominees ltd and iiu nominees ltd respectively
on 24 january 2014 following the conversion of the shareholder loans into ordinary shares the company completed a placing of 44634535 ordinary 
shares to 72 institutions which resulted in the sale of all of the shares of the company’s largest shareholder iiu nominees ltd optimal payments plc 
annual report 2014 64
15 longterm debt
 as at as at
 31 december 31 december
 2014 2013
  
term facility  90000000 —
revolving facility  37 000000 —
 127 000000 
current portion 20000000 
 107 000000 —
on 23 july 2014 the group amended its 9 million credit facility which consisted of letters of guarantee to a 150 million credit facility consisting of a 
100 million term facility and a 50 million revolving facility the term facility bears interest at us prime rate plus a premium varying from 025 to 150 
or at a libo rate plus a premium varying from 175 to 300 matures on 23 july 2017 and is repayable in quarterly instalments of 5 million starting 
in september 2014 up to the maturity date the revolving facility can be used for the financing of a portion of the permitted acquisitions in a maximum 
amount of 41 million and general corporate purposes including the issuance of letters of credit the revolving facility has no specified terms of repayment 
and it bears interest and matures on the same basis as the term facility amounts of 100 million and 41 million were drawn down from the term facility 
and revolving facility respectively on 23 july 2014 in order to fund the meritus and gma acquisitions see note 16 principal repayments have amounted 
to 10 million and 4 million on the term facility and revolving facility respectively as at 31 december 2014 
as at 31 december 2014 the group has approximately 9 million outstanding in issued letters of guarantee in relation to various performance bonds 
drawn from the revolving facility
under the terms of the loan agreement the group must satisfy certain restrictive covenants including minimum financial ratios these restrictions are 
composed of ratios of funded debt to ebitda funded debt to capitalisation and fixed charge coverage ratio ebitda a non ifrs measure is defined in 
the credit facility on a consolidated basis as total comprehensive profit attributable to the owners of the group before interest expense income taxes 
depreciation amortisation gains or losses from asset dispositions gains or losses from extraordinary items and nonrecurring transaction costs related to 
the acquisition of meritus and gma noncash share option expenses and gains or losses relative to foreign exchange or derivative instruments plus or 
minus the historical ebitda of any businesses acquired or sold during the reporting period as at 31 december 2014 all debt covenant requirements 
and exemptions have been respected
16 business acquisitions
on 23 july 2014 optimal payments plc through its subsidiaries nbx services corp and netbx services llc acquired all of the partnership interests of 
tk global partners lp  doing business as meritus payment solutions or “meritus” a california based payment processing entity the total consideration 
agreed upon of 210 million on the closing date consists of 150 million in cash and 60 million of optimal payment shares andor cash to be issued 
in equal tranches over four years commencing on the first anniversary of the closing date subject to customary closing adjustments “deferred 
consideration” concurrent with the execution of the meritus purchase agreement nbx services corp “the buyer” bought all the outstanding limited  
and general partnership interest of meritus  “the seller” in global merchant advisors inc “gma” a us based online payments company
 
on the same date netbx services llc acquired the trade and assets of gma for 15 million in cash 10 million of which was paid at closing date and 
the balance of 5 million to be paid based on future performance of the business “contingent consideration” 
acquisition of these profitable fast growing and cash generative businesses is expected to enhance earnings by significantly accelerating optimal 
payments’ expansion into the rapidly expanding us ecommerce market by providing it with a diversified merchant client base a highly agile multichannel 
sales force operating in complimentary and new vertical markets and partnerships with leading us acquiring banks 
 
the acquisitions will also allow optimal payments to offer meritus’ and gma clients access to its global network and the ability to more easily sell products 
and services online virtually anywhere in the world similarly optimal payments’ international clients will gain greater access to the us market
 
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 65
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
16 business acquisitions continued
consideration
the purchase price allocation was determined using the information available evaluations obtained and fair value assessments performed by the 
company’s management the following table summarises the consideration paid for meritus and gma and the fair value of the assets acquired and 
liabilities assumed recognised at the acquisition date 
 meritus gma t otal
   
cash consideration 150000000 10000000 160000000
fair value of deferred consideration at acquisition date
a
 76090000 — 76090000
fair value of contingent consideration at acquisition date
b
 — 5000000 5000000
t otal estimated purchase price 226090000 15000000 241090000
trade and other receivables 2825955 503911 3329866
cash and cash equivalents 3281329 226032 3507 361
prepaid expenses and deposits 225978 29019 254997
property plant  equipment note 7 1278000 12280 1290280
trade and other payables 4295420 258962 4554382
finitelife intangible assets note 8   54910000 8692630 63602630
fair value of net assets acquired 58225842 9204910 67 430752
goodwill
c
 167 864158 5795090 173659248
a  at closing date the number of optimal payments shares equal to 60000000 was determined to be 8954621 shares the estimated fair value of this deferred consideration at the acquisition date was 
determined using a singlefactor monte carlo valuation model as at 31 december 2014 fair value of the share consideration payable is 57290000 of which 14322500 represents the 1st tranche 
payable in july 2015 the group recognised the movement in fair value of 18800000 as net fair value gain on share consideration payable in the consolidated statement of comprehensive income  
b  on 23 july 2015 the group shall make a cash payment to the seller in an aggregate amount equal to 5000000 should gma meet certain performance targets as prescribed in the purchase 
agreement as the minimum performance target was met as at 31 december 2014 the fair value of the contingent consideration is valued at 5000000
c  the goodwill recognised is expected to be deductible for income tax purposes see note 9
meritus and gma revenues of 45 million and net earnings incurred of 89 million are included in the consolidated income statement from the date  
of acquisition the group’s consolidated revenues and net earnings for the year ended 31 december 2014 would have included 1006 million and  
217 million respectively had the meritus and gma acquisitions occurred on 1 january 2014
the group incurred acquisitionrelated costs of approximately 7600000 to 31 december 2014 which were expensed in the period relating to these 
transactions optimal payments plc 
annual report 2014 66
17  share capital
 as at as at
 31 december 31 december
 2014 2013
 £ £
authorised  
200000000 ordinary shares of £00001 per share
2013 200000000 ordinary shares of £00001 per share 20000 20000
  
1000000 deferred shares of £001 per share
2013 1000000 deferred shares £001 per share 10000 10000
  
issued and fully paid  
163019614 ordinary shares of £00001 per share
2013 151104164 ordinary shares of £00001 per share 28575 26604
  
1000000 deferred shares of £001 per share
2013 1000000 deferred shares of £001 per share 18000 18000
total share capital 46575 44604
during the year ended 31 december 2014 the group issued 11915450 ordinary shares for a total value of 1971 2013 14825463 ordinary shares – 
2275
holders of the ordinary shares are entitled to receive dividends and other distributions to attend and vote at any general meeting and to participate in all 
returns of capital on winding up or otherwise
holders of the deferred shares are not entitled to vote at any annual general meeting of the company and are only entitled to receive the amount paid up 
on the shares after the holders of the ordinary shares have received the sum of £1000000 for each ordinary share held by them and shall have no other 
right to participate in assets of the company
18 equity reserve on share option issuance
 as at as at
 31 december 31 december
 2014 2013
  
balance at beginning of year 19036989 14525006
share option expense note 21 8274348 4511983
balance at end of year 27 311337 19036989
the equity reserve on share option issuance comprises the cost to the company related to the equitysettled sharebased payments transactions
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 67
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
19 translation reserve
 as at as at
 31 december 31 december
 2014 2013
  
balance at beginning of year 1851482 960744
arising on translation of foreign operations 882921 890738
balance at end of year 968561 1851482
exchange differences relating to the translation from the functional currencies of the group’s foreign subsidiaries into us dollars are brought to account  
by entries made directly to the foreign currency translation reserve
20 earnings per share
the calculation of the basic and diluted earnings per share is based on the following data
 y ear ended year ended
 31 december 31 december
 2014 2013
  
profit   
profit attributable to equity shareholders of the parent – basic 57 675506 31477602
interest charge for conversion of shareholder loan 33764 —
profit attributable to equity shareholders of the parent – diluted 57 709270 31477602
number of shares  
weighted average number of ordinary shares outstanding – basic 161223532 146396260
effect of dilutive potential ordinary shares due to employee share options 8842392 8566153
convertible shareholder loan 454714 —
share consideration payable note 16 7 990970 —
weighted average number of ordinary shares outstanding – diluted 178511608 154962413
earnings per share
basic earnings per share 036 022 
fully diluted earnings per share 032 020
the average market value of the company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices  
for the period during which the options were outstanding optimal payments plc 
annual report 2014 68
21 share based payments
the company adopted the unapproved equitysettled share option plan “esos” pursuant to a resolution passed on 7 april 2004 and amended by the 
board on 15 september 2008 the 2008 amendment included the addition of a new ‘approved’ plan for uk based employees under the ‘approved’ and 
‘unapproved’ plans the board of directors of the company may grant share options to eligible employees including directors of group companies  
to subscribe for ordinary shares of the company
no consideration is payable on the grant of an option options may generally be exercised to the extent that they have vested options vest according to 
the relevant schedule over the grant period following the date of grant the exercise price is determined by the board of directors of the company and 
shall not be less than the average quoted market price of the company shares on the three days prior to the date of grant subject to the discretion of the 
board share options are forfeited if the employee leaves the group before the options vest the esos options granted vest on the third anniversary of the 
date of grant and lapse a further six months after vesting
the company also adopted the long term incentive plan “ltip” which took effect from 1 january 2010 these ltip options vest in one tranche based 
on future performance related to ebitda targets determined each year and subject to continued employment over the remaining vesting period vested 
options lapse on the tenth anniversary of the date of grant on july 9 2014 the board granted 3000000 “special” ltip options which vest in three 
tranches based on future performance related to share price targets
for the year ended 31 december 2014 the group recognised total expenses of 8274348 2013 4511983 related to sharebased payments 
transactions which are included in salaries and employee expenses
the following tables show the change in outstanding esos and ltip options for the year ended 31 december 2014
esos
 31 december  31 december
 2014  2013
 weighted  weighted
 average y ear ended average year ended
 exercise 31 december exercise 31 december
 price 2014 price 2013
  options  options
outstanding at the beginning of the year 085 1564250 057 1072600
granted during the year 335 495500 121 720750
forfeited during the year 115 213050 068 229100
exercised during the year 057 389950 — —
outstanding at the end of the year 173 1456750 085 1564250
exercisable at the end of the year 057 390000 — —
the esos options outstanding at the end of the period had a weighted average exercise price of £173 and a weighted average remaining contractual  
life of 166 years 2013 231 years the weighted average share price of esos options exercised in the year ended 31 december 2014 based on the  
date of exercise was £395
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 69
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
21 share based payments continued
ltip
 31 december  31 december
 2014  2013
 weighted  weighted
 average y ear ended average year ended
 exercise 31 december exercise 31 december
 price 2014 price 2013
  options  options
outstanding at the beginning of the year 00001 5529157 00001 6881092
granted during the year 00000 4066993 00001 2277800
forfeited during the year 00001 20000 00001 212892
exercised during the year 00001 2846591 00001 3416843
outstanding at the end of the year 00001 6729559 00001 5529157
exercisable at the end of the year 00001 674800 00001 185394
the ltip options outstanding at the end of the year had an exercise price of £00001 and a weighted average remaining contractual life of 88 years  
2013 85 years the weighted average share price of ltip options exercised in the year ended 31 december 2014 based on the date of exercise  
was £433 2013 £235
assumptions used in esos and ltip options pricing model
the fair value of options granted under the esos was determined using the blackscholes pricing model that takes into account factors specific to this 
plan such as the expected life and vesting period the following table shows the principal assumptions used in the valuation
 y ear ended year ended
 31 december 31 december
 2014 2013
weighted average exercise price £335 £121
expected volatility 400 365
expected life 325 years 325 years
risk free interest rate 092 063
dividend yield 0 —
weighted average fair value per option granted £100 £031
the fair value of the “special” options granted under the ltip was determined using a bespoke monte carlo pricing model that takes into account the 
marketbased performance conditions specific to this plan the following table shows the principal assumptions used in the valuation
 y ear ended year ended
 31 december 31 december
 2014 2013
weighted average exercise price £000 —
expected volatility 419 —
expected life 231 years —
risk free interest rate 120 —
dividend yield 0 —
weighted average fair value per option granted £349  —
expected volatility was determined by calculating the historical volatility of the company’s share price from the time of issue to the date of grant
due to the nominal exercise price of the ltip options and that option holders are entitled to receive a benefit by reference to the value of dividends that 
would have been paid on vested shares during the vesting period the regular options granted under the 2014 ltip were valued based on the share price 
at the date of grant the weighted average fair value per option granted for the year ended 31 december 2014 based on share price at the date of grant 
was £358 31 december 2013 £119 optimal payments plc 
annual report 2014 70
22 operating segments
the group has two operating segments as disclosed below for each of the segments the group’s ceo reviews internal management reports on at least 
a quarterly basis the following summary describes the operations in each of the group’s reportable segments 
neteller fees are generated on transactions between members and merchants using the neteller service and net prepaid cards 
netbanx fees are generated through the netbanx and netbanx asia straightthrough processing platforms where customers send money directly  
to merchants
information regarding the results of each reportable segment is included below 
segmented reporting for the year ended 31 december 2014
 neteller netbanx t otal
   
revenue 89572183 274712856 364285039
variable costs   
  processing costs 11862487 161788024 173650511
  bad debt 1711938 468138 2180076
total variable costs 13574425 162256162 175830587
variable margin 75997 758 112456694 188454452
variable margin percentage 85 41 52
segmented reporting for the year ended 31 december 2013
 neteller netbanx total
   
revenue 59792540 193033333 252825873
variable costs   
  processing costs 8748094 111743015 120491109
  bad debt 760074 232914 992988
total variable costs 9508168 111975929 121484097
variable margin 50284372 81057404 131341776
variable margin percentage 84 42 52
processing costs and bad debt are the only two costs which vary directly with revenue and accordingly have been shown separately as variable costs  
for 2014 variable costs for neteller and netbanx were 15 2013 16 and 59 2013 58 of revenue respectively
net assets have not been presented in the segmented information since significant assets and resources throughout the group serve both reporting 
segments and would not reasonably be allocable between the two
the amounts reported are based on the financial information used to produce the consolidated financial statements
major merchants
the group has one merchant who represents 367 2013 414 of total fee revenue across all reportable segments and geographies the majority  
of this revenue comes from asia 
23 marketing and promotions
total marketing and promotions including advertising costs for the year were 15194281 2013 7950375 these consisted of targeted neteller 
loyalty program costs vip rebates fee rebates to merchants advertising and tradeshows
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 71
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
24 depreciation and amortisation 
 group
 y ear ended year ended
 31 december 31 december
 2014 2013
  
depreciation of tangible assets note 7 5506885 4192738
amortisation of intangible assets note 8 15577 952 9325064
 21084837 13517802
in the year ended 31 december 2014 98097 of investment tax credits itcs received were recorded against depreciation and amortisation expense 
since the assets giving rise to the itcs were fully amortised
25 restructuring costs
the group incurred restructuring costs relating the reorganisation of its cost structure severance was paid to employees as a result of operational  
changes to the group’s business in order to streamline operations and remain competitive in challenging markets
the group incurred the following costs
 y ear ended year ended
 31 december 31 december
 2014 2013
  
severance and retention payments — 831605
26 commitments
at the balance sheet date the group had outstanding commitments for future minimum lease payments which fall due as follows
 as at as at
 31 december 31 december
 2014 2013
  
within one year 1556185 1454783
in the second to fifth years inclusive 2196899 3266481
after five years 1152552 1549757
operating lease payments represent rentals payable by the group for certain of its office properties current leases have a remaining average life  
of 24 years the lease payments recognised in expense for the year are 1552929 2013 1525855 optimal payments plc 
annual report 2014 72
27  financial instruments
financial instruments consist of cash and cash equivalents restricted neteller merchant cash restricted neteller member cash trade and other 
receivables and trade and other payables all financial instruments are classified as held for trading except for accounts receivable and accounts payable 
which are classified as loans and receivables
i fair values
the group estimates the fair value of its financial instruments based on current interest rates market value and pricing of financial instruments with 
comparable terms
the fair values of cash and cash equivalents restricted neteller merchant cash restricted neteller member cash trade and other receivables  
and trade and other payables approximate the carrying values due to the shortterm nature of these instruments
the fair value of the obligations under finance lease as at 31 december 2014 has been established by discounting the future cash flows using interest 
rates corresponding to those which the group would currently be able to obtain for leases with similar maturity dates and terms
the fair value of the of the shareholder loans has not been prepared as fair value cannot be measured reliably as there is no market for such instruments
ii credit risk and concentrations
credit risk is the risk of financial loss to the group if a member or merchant counter party to a financial instrument fails to meet its contractual obligations 
and arises principally from the group’s cash and cash equivalents restricted neteller merchant cash restricted neteller member cash and trade 
and other receivables the cash and cash equivalents restricted neteller merchant cash and restricted neteller member cash are deposited with 
major financial institutions which the group’s management believes to be financially sound and accordingly minimal credit risks exist with respect to  
these assets 
the group is exposed to credit risk to the extent that its members and merchants may charge back credit card purchases the group manages the 
exposure to credit risk by employing various online identification verification techniques enacted transaction limits and having a significant number of 
members and merchants as these members are geographically widespread and the merchants are active in various industries the exposure to credit  
risk and concentration is mitigated 
as at the reporting date the maximum credit exposure of the group’s financial assets exposed to credit risk amounted to the following
 neither past   past due
 due or past due past due more than
 impaired 130 days 3190 days 90 days
as at 31 december 2014    
cash and cash equivalents 142352454 — — —
restricted neteller merchant cash 2232596 — — —
restricted neteller member cash 6543680   
trade and other receivables 13289769 388081 342946 691033
t otal 164418499 388081 342946 691033
 neither past   past due
 due or past due past due more than
 impaired 130 days 3190 days 90 days
as at 31 december 2013    
cash and cash equivalents 164379331 — — —
restricted neteller merchant cash 1635858 — — —
restricted neteller member cash 4561566   
trade and other receivables 4360299 76999 236001 87544
total 174937054 76999 236001 87544
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 73
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
27  financial instruments continued
iii interest rate risk
the group is exposed to interest rate risk to the extent that investment revenue earned on cash and cash equivalents client account funds and restricted 
neteller member cash and interest expense incurred on debt owing are subject to fluctuations in interest rates the group’s exposure to interest rate 
risk is limited as investments are held in liquid and shortterm funds a sensitivity analysis has been performed wherein 1 increase in interest rates offered 
would result in a 2613188 2013 3309654 favourable impact on net earnings while a 1 decrease would result in a 688377 2013 540811 
unfavourable impact on net earnings
iv currency risk 
the group is exposed to currency risk due to financial assets and liabilities denominated in a currency other than the functional currency primarily the 
great britain pound “gbp” the euro “eur” the canadian dollar “cad” and the hong kong dollar “hkd” the group manages the exposure to 
currency risk by commercially transacting in us dollars and by limiting the use of other currencies for operating expenses wherever possible thereby 
minimising the realised and unrealised foreign exchange gainloss where limited exposures exist these are managed through entering into forward 
foreign exchange contracts as appropriate note 3 
the group’s exposure as at the reporting date was as follows
 gbp eur cad hkd
as at 31 december 2014 £   
cash and cash equivalents 27 554535 19324491 5472761 225849620
segregated account funds note 5 8138040 28245285 — —
qualifying liquid assets held for neteller members note 6 7 437 580 49560936 1197 —
trade and other receivables 1014290 163944 1523807 —
trade and other payables 9765296 25380 6122941 240179678
payable to neteller merchants note 5 8582082 27 543340 410332 1
payable to neteller members note 6 7 151487 49340705 152062 —
obligations under finance lease — — 655411 —
t otal 18645580 20385231 342981 14330059
 gbp eur cad hkd
as at 31 december 2013 £   
cash and cash equivalents 5963083 15959215 4215169 401701790
segregated account funds note 5 7423424 23894331 — —
qualifying liquid assets held for neteller members note 6 6339041 39201320 1202 —
trade and other receivables 583608 42533 347495 —
trade and other payables 7720939 313349 9257911 230145105
payable to neteller merchants note 5 8109509 24153819 383583 766072
payable to neteller members note 6 5910254 38168813 85366 —
obligations under finance lease — — 1020125 —
total 1431546 16461418 6183119 170790613
as at 31 december 2014 had the us dollar strengthened by 1 in relation to all the other currencies with all other variables held constant the net assets 
of the group would have been decreased in both profit and equity by us 470618 2013 364119 a weakening of the us dollar by 1 against the 
above currencies would have had an equal and opposite effect
v market segment risk
market segment risk may arise due to adverse changes in legislation relating to internet payment processing or online gambling the group is exposed 
to market segment risk to the extent that legislation impacts operational presence and related revenue streams which may be significant the group 
manages this exposure through geographical diversification and participation in non gambling sources of revenue the group closely monitors local 
legislation in key markets new or existing and does not have economic reliance on any one country optimal payments plc 
annual report 2014 74
27  financial instruments continued
vi liquidity risk
liquidity risk is the risk that the group will be unable to meet its financial obligations as they fall due management controls and monitors the group’s cash 
flow on a regular basis including forecasting future cash flows the group’s objective to managing liquidity is to ensure that as far as possible that it will 
always have sufficient liquidity to meet the liabilities when they become due 
the table below summarises the maturity profile of the group’s financial liabilities based on contractual undiscounted payments
  less than 3 to 12 1 to 5
 on demand 3 months months years
as at 31 december 2014    
longterm debt — 5000000 15000000 107 000000
trade and other payables 48782573 12693194 5457 579 394671
neteller loyalty program 1159980 — — —
provision for losses on netbanx merchant accounts 1183492 — — —
contingent consideration — — 5000000 —
obligations under finance lease — 144697 434100 204808
t otal 51126045 17 837 891 25891679 107 599479
  less than 3 to 12 1 to 5
 on demand 3 months months years
as at 31 december 2013    
trade and other payables 52465002 39206645 9091815 —
neteller loyalty program 1721956 — — —
provision for losses on netbanx merchant accounts 733362 — — —
shareholder loans note 14 — 9525814 — —
obligations under finance lease — 146034 438100 800643
total 54920320 48878493 9529915 800643
vii risk management assets and liabilities
risks are identified evaluated and mitigated through a combination of a “top down” approach driven by both the audit committee and board of directors 
these are aggregated into a risk management framework where the risks are prioritised and assigned to the executive for monitoring and risk mitigation 
the group internal audit function undertakes regular reviews of the controls that are in place to mitigate risk the group enters into financial instruments 
through forward currency contracts that fix the net asset or liability position for significant currencies held on the statement of financial position
viii capital disclosure
the group’s capital structure is comprised of shareholders’ equity deferred and contingent consideration as well as secured credit facilities as required 
to fund business and asset acquisitions the group’s objective when managing its capital structure is to finance internally generated growth and maintain 
financial flexibility including access to capital markets to manage its capital structure the group may adjust capital spending issue new shares or acquire 
shortterm financing
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 75
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
27  financial instruments continued
ix capital risk management
the group manages its capital to ensure that the entities in the group will be able to continue as a going concern while maximising the return to 
stakeholders through optimisation of the debt and equity balance the capital structure of the group consists of debt which includes the borrowings 
as disclosed in note 15 and equity attributable to owners of the parent comprising reserves and retained earnings as disclosed the board reviews 
the capital structure and as part of this review considers the cost of capital and the risks associated with each class of capital in addition the board of 
directors considers the liquidity and solvency of the group on an ongoing basis the primarily measure used by the group to monitor its financial leverage 
is its ratio of net debt to equity the netdebtto equity ratios as at 31 december 2014 are as follows
 as at as at
 31 december 31 december
 2014 2013
contingent consideration 5000000 —
shareholder loans  — 9525814
obligations under finance lease 783605 1384777
long term debt note 15 127 000000 —
cash and cash equivalents 142325454 164379331
restricted neteller merchant cash note 5 2232596 1635858
restricted neteller member cash note 6 6543680 4561566
netbanx merchant processing liabilities note 10 44591159 76792100
net debt 26273034 82874064
equity 265610745 131605363
net debttoequity 0101 0631
in accordance with the terms of the group’s credit facility see note 15 the share consideration payable of 57290000 see note 16 has been included 
in equity for the purposes of the net debttoequity calculation above optimal payments plc 
annual report 2014 76
28 related party transactions
investment in subsidiaries
details of the company’s principal subsidiaries as at 31 december 2014 are as follows
 place of proportion proportion
 incorporation of ownership of voting
name of subsidiary and operation interest power held principal activity
optimal payments limited united kingdom 100 100 authorised emoney issuer
netbanx limited united kingdom 100 100 full service payment processing
optimal payments services limited united kingdom 100 100 dormant
netinvest limited united kingdom 100 100 holding company
netpro limited united kingdom 100 100 dormant
optimal payments uk limited united kingdom 100 100 sales and administration services
optimal payments bulgaria eood bulgaria 100 100 neteller call centre 
    and customer support
nt services limited canada 91 100 employment and administration
nt services building corporation canada 100 100 property leasing company
1155259 alberta limited canada 100 100 financing
cardload incorporated canada 100 100 dormant
nbx checkout inc canada 100 100 canadian sales company
netbx services inc canada 100 100 canadian support company
netbx technologies inc canada 100 100 canadian technology
    development company
nbx merchant services inc canada 100 100 canadian sales company
nbx merchant services australia pty limited australia 100 100 australian sales company
nbx merchant services corporation united states 100 100 us sales company
optimal payments services inc united states 100 100 usbased money transmission services  
    applicable licenses pending
opl payment services llc united states 100 100 us sales company
nbx holdings corporation united states 100 100 holding company
nbx services corporation united states 100 100 full service payment processing
netbx services llc united states 100 100 us sales company
tk global partners lp united states 100 100 full service payment processing
optimal payments merchant services limited  isle of man 100 100 licensed to carry on money 
    transmission services
net group holdings limited isle of man 100 100 holding company
netadmin limited isle of man 100 100 employment  administration
net id limited isle of man 100 100 identification verification
netb limited isle of man 100 100 dormant
optimal payments merchant services mauritius limited mauritius 100 100 mauritius sales company
netbanx bv limited netherlands 100 100 holding company
compensation of key management personnel
key management personnel are those persons having authority and responsibility for planning directing and controlling the activities of the group directly 
or indirectly including any director whether executive or otherwise of the group the compensation expense for transactions with the group’s key 
management personnel consists of the following
 y ear ended year ended
 31 december 31 december
 2014 2013
  
shortterm employee benefits 2530845 2555174
postemployment benefits 39012 12541
sharebased payments 4763435 1822862
 7 333292 4390577
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 77
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
28 related party transactions
intercompany transactions
the franchise and platform rights fees are earned from subsidiary companies all revenues are transferred to the company in exchange for transaction 
processing services and the right to operate the platforms owned by the company 
the administrative and platform service fees as noted in the company financial statements are paid entirely to subsidiaries of the company
the intercompany transactions are recorded on an arm’s length basis and deemed to be at fair value all intercompany balances and transactions have  
been eliminated upon consolidation
intercompany balances
details of the company’s intercompany balances are as follows
 y ear ended year ended
 31 december 31 december
 2014 2013
  
receivable from subsidiaries  
receivable from optimal payments ltd  4107 063 24470626
receivable from netbanx limited 43659809 33055957
receivable from 1155259 alberta limited 164959 164959
receivable from netadmin limited 32657 35819
receivable from net id limited 325406 230103
receivable from optimal payments uk ltd 4622741 5215641
receivable from nbx merchant services inc 2398735 —
receivable from nbx merchant services corp 5923968 5923968
receivable from nbx checkout inc 16881 16881
receivable from netbx services inc 3624184 1863976
receivable from optimal payments services inc 43018 87500
receivable from opl payment services llc — 87500
 64919421 71152930
investment in subsidiaries  
investment in netinvest limited 115390000 —
investment in optimal payments ltd 44295275 29295275
investment in nt services limited 100 100
investment in netbanx limited 8435634 8435634
investment in 1155259 alberta limited 67 001 67001
 168188010 37798010
due to subsidiaries 
due to netinvest limited 71590000 —
due to nt services limited 21538898 9217715
due to optimal payments merchant services ltd 1117 588 34098096
due to netbx technologies inc 10830894 4923775
due to nbx merchant services inc — 2029060
 105077 379 50268646
29 contingent liabilities
from time to time the group is subject to legal claims and actions the group takes legal advice as to the likelihood of success of the claims and actions  
and no provision or disclosure is made where the directors feel based on that advice the action is unlikely to result in a material loss or a sufficiently  
reliable estimate of the potential obligation cannot be made 
as at 31 december 2014 netbanx limited a wholly owned subsidiary has net current liabilities optimal payments plc will continue to provide financial 
support to enable netbanx limited to meet its existing and future liabilities and continue as a going concern  optimal payments plc 
annual report 2014 78
30 ebitda 
ebitda is defined as results of operating activities before depreciation and amortisation and exceptional nonrecurring items which are defined as items of 
income and expense of such size nature or incidence that in the view of management their disclosure is relevant to explain the performance of the group 
for the period
ebitda is not a financial measure calculated in accordance with ifrs as adopted by the eu the presentation on these financial measures may not be 
comparable to similarly titled measures reported by other companies due to the differences in the ways the measures are calculated
 y ear ended year ended
 31 december 31 december
 2014 2013
  
income before provision for income taxes 58978598 32713055
  depreciation and amortisation note 24 20986740 13517802
  share option expense note 21 8274348 4511983
  finance costs  2023756 994926
  restructuring costs — 831605
  loss on disposal of assets note 32 11888 552357
  foreign exchange gainloss 3018777 893409
  net fair value gain on share consideration payable note 16 18800000 —
  acquisition costs 11568700 —
  legal costs relating to us exit — 16595
ebitda 86062807 52211724
31 auditor remuneration
remuneration of the auditors for audit advisory and other services has been recorded as follows
 y ear ended year ended
 31 december 31 december
 2014 2013
  
audit services  
statutory audit 758000 536000
  
nonaudit services  
other advisory services 311000 —
t otal 861000 536000
32 other expenses 
management includes certain balances in other as identified below 
 y ear ended year ended
 31 december 31 december
 2014 2013
  
loss on disposal of assets note 7 8 11888 552357
recoveries of legal costs relating to us exit — 16595
other expenses 11888 535762
notes to the consolidated financial statements
for the year ended 31 december 2014 continued   optimal payments plc 
annual report 2014 79
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
 2008 2009 2010 2011 2012 2013 2014
statement of comprehensive 
  income
total revenue  75944721   62177652   61546715   127971800   179072956   253366684   364954364 
gross profit
1
  46965234   35224632   49435181   74104180   89649352   131882587   189123777 
ebitda  15995894   7994605   11157342   17454319   27563236   52211724   86062807 
ebit  9644106   1652007   4562337   713917   15786807   38693921   65076067 
net profitloss  8086621  9814671  3800468  26196405  1184188   31477602   57 675506 
basic earningsloss per share  007  008  003  021 001   022   036 
fully diluted earningsloss 
  per share  007  008  003  021 001   020   032 
weighted number of 
  shares outstanding  119920953   119925220   120359017   126300835   136109343   154962413   178511608 
       
cash flow       
net cash from operating 
  activities  21338388  5719969   7968302   36743056   29358290   100262708   47 397 128 
net cash flow  4829897   19107335  6505080  12206169   22108910   81030666   7 998904
       
statement of financial position       
cash held on behalf 
  of membersmerchants  143363037   158586645   152612623   150702223   177983165   203583296   236932569 
restricted cash including 
  excess qla
2
  6078475   12379972   13090623   11183738   13266600   6197424   8776276 
total cash and 
  cash equivalents  76246169   61070438   51116045   57955755   82174380   164379331   142325454 
       
number of shares 
  in issue year end  119920953   119920953   119920953   126312376   136278701   151104164   163019614
note 1  gross profit for 2010 was reported as 34394400 for 2011 the method of calculating gross profit was amended to reflect the direct costs  
 of  the business and hence the 2010 figure shown in the table has been recalculated to be consistent with this approach   
   
note 2  qla are qualifying liquid assets held on behalf of members      
financial summary optimal payments plc 
annual report 2014 80
registrar
capita asset services is the company’s registrar its contact details are as follows
by phone  uk – 0871 664 0300 uk calls cost 10p per minute plus network extras 
 overseas – 44 20 8639 3399 
 lines are open 900am to 530pm monday to friday excluding public holidays
by email  shareholderenquiriescapitacouk
by post  capita asset services the registry 34 beckenham road beckenham kent br3 4tu
share portal  wwwoptimalpaymentsplcsharescom
the share portal is a secure online site where you can manage your shareholding quickly and easily you can
•	 v iew 	 your 	 holding 	 and 	 get 	 an 	 indicative 	 valuation
•	 change 	 your 	 addr ess
•	 register 	 your 	 pr oxy 	 voting 	 instruction
•	 download 	 a 	 stock 	 transfer 	 form
buying and selling shares
online  wwwcapitadealcom
by phone uk – 0871 664 0454 calls cost 10p per minute plus network extras 
 overseas – 44 20 3367 2699
 lines are open 800am to 430pm monday to friday
a simple and competitively priced service to buy and sell shares is provided by capita asset services 
there is no need to preregister and there are no complicated application forms to fill in and by visiting the website address above you can also access  
a wealth of stock market news and information free of charge this is not a recommendation to buy and sell shares and this service may not be suitable  
for all shareholders 
donate your shares to charity
if you only have a small number of shares which are uneconomical to sell you may wish to donate them to charity free of charge through sharegift 
registered charity 10528686 find out more at wwwsharegiftorguk or by telephoning 020 7930 3737
share fraud warning
share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or nonexistent or an  
inflated price for shares they own these calls come from fraudsters operating in ‘boiler rooms’ that are mostly based abroad while high profits are 
promised those who buy or sell shares in this way usually lose their money the financial conduct authority fca has found most share fraud victims  
are experienced investors who lose an average of £20000 with around £200 million lost in the uk each year
remember if it sounds too good to be true it probably is
shareholder information   optimal payments plc 
annual report 2014 81
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
shares by size of registered holding 
as at 22 march 2015   
  number number  of
up to  of holders of shares t otal
1000  273 144726 009
10000  272 1001000 061
50000  100 2518275 154
100000  30 2225648 136
500000  81 18160057 1113
1000000  24 17827361 1093
5000000  28 64298502 3941
10000000  2 15908104 975
10000000 and over   2 41069408 2517
  812 163153081 10000
shares by region of registered holding 
as at 22 march 2015   
  number number  of
  of holders of shares t otal
united kingdom  764 158867034 9737
republic of ireland  39 110950 007
overseas   6 17754 001
directors  3 4157343 255
  812 163153081 10000
performance of optimal payments stock
31 march 2014 to 20 march 2015 
mar
2014
apr
2014
may
2014
june
2014
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isin   gb0034264548
ticker opay
market aim london
index ftse aim all share
market cap   £677 million 
market cap 1010 million  
  based on closing price of £415  
on 20 march  15£ fx rate 
 2014  2015
period high  536p 415p
period low  290p 343p
issued share 
capital 163153081
aim all share 
relative to opay
ftse all share 
relative to opay
optimal payments plc
opay optimal payments plc 
annual report 2014 82
corporate directory
isle of man – headquarters
optimal payments plc
registered office  headquarters
audax house
6 finch road
douglas im1 2pt
isle of man
tel  44 0 1624 698700
fax  44 0 1624 615320
europe
optimal payments
10 albemarle street
london w1s 4hh
united kingdom
tel  44 0 207 016 0190
fax  44 0 207 493 3254
optimal payments ltd
compass house
vision park
chivers way
cambridge cb24 9ad
united kingdom
tel  44 0 1223 238 002
fax  44 0 1223 238 021
optimal payments
5 latchezar stanchev street
sopharma business towers 
building b floor 9
1756 sofia
bulgaria
tel   359 2 903 9303
contact the group by email at
investor relations
investorrelationsoptimalpaymentscom
company secretary
companysecretaryoptimalpaymentscom
corporate website
wwwoptimalpaymentscom
glossary
 united states dollar unless denominated otherwise
aim alternative investment market of the london
 stock exchange
aim rules rules of aim
board board of directors of the company
cnp customer not present
company  optimal payments plc an iom registered company 
with number 109535c
director a director of the company
ebitda  ebitda is not defined under ifrs however it is 
an industry standard term calculated as the earnings 
of the group after adding back interest expense 
income tax expense depreciation and amortisation
eea european economic area
fca financial conduct authority uk  
 previously the financial services authority
fsc financial supervision commission iom
group or the company and all subsidiary companies of the
  optimal company together with any associate companies
  group included for the purposes of the consolidated accounts
ifrs international financial reporting standards
iom isle of man
ltip long term incentive plan
optimal the business of the optimal group
op inc the business and certain assets of the optimal payments  
 inc business acquired by the company on 1 february 2011
stp straight through processing
sv stored value
disclaimer
this document contains forwardlooking statements relating to future 
events and future performance in some cases forward looking 
statements can be identified by terminology such as “may” “will” 
“should” “expects” “projects” “plans” “anticipates” and similar 
expressions
these statements represent management’s expectations or beliefs
concerning among other things future operating results and various 
components thereof or the economic performance of the 
optimal group the projections estimates and beliefs contained 
in such forwardlooking statements necessarily involve known 
and unknown risks and uncertainties which may cause the actual 
performance and financial results in future periods to differ materially 
from any projections of future performance or results expressed or 
implied by such forwardlooking statements
accordingly readers are cautioned that events or circumstances could 
cause results to differ materially from those predicted
north america
optimal payments including nt 
services limited
3rd floor
215 16th street se
calgary alberta t2e 7p5
canada
tel 1 403 769 3600
fax 1 403 277 4266
optimal payments
suite 700
2 place alexisnihon
3500 de maisonneuve blvd w
montreal quebec h3z 3c1
canada
tel  1 514 380 2700
 1 866 826 8003
fax  1 514 380 2760
optimal payments
75 promenade du portage
gatineau quebec j8x 2j9
canada
tel  1 514 380 2700 
 1 866 826 8003
fax  1 514 380 2760
optimal payments 
40 wall street
28th floor
new york ny 10005
usa
tel  1 646 512 5636
fax  1 514 380 2760   optimal payments plc 
annual report 2014 83
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
notes optimal payments plc 
annual report 2014 84
notes  
strategic review
02 operating and financial highlights
04 chairman’s statement 
06 president and ceo’s review
12 business overview
14 financial review
17 business risks
21 corporate social responsibility
governance
24 directors and professional advisers
24 board of directors
26   statement of directors’ responsibilities
27 report of the board of directors
29 corporate governance statement
31 report of the remuneration committee
36 report of the audit committee
38 report of the nomination committee
financial statements
40 report of the independent auditors
41 consolidated statement of financial position
42 consolidated statement of comprehensive income
43 consolidated statement of changes in equity
44 consolidated statement of cash flows
45 company statement of financial position
46 company statement of comprehensive income 
47  company statement of changes in equity
48  company statement of cash flows
49 notes to consolidated financial statements
79 financial summary
company information
80 shareholder information
82 corporate directory
82 glossary
82 disclaimer
environmental 
logo
the paper used to print this report contains elemental chlorine free ecf fibres sourced from well managed forests  
and has a fsc mixed source accreditation the mill is certified to the iso 14001 environmental management standard
designed and produced by corporateprm edinburgh and london
wwwcorporateprmcouk optimal payments plc  annual report 2014
delivering on our strategy
annual report 2014
optimal payments plc
audax house finch road
douglas isle of man
im1 2pt
wwwoptimalpaymentscom


Summary:
 optimal payments plc 
annual report 2014 06
president and ceo’s review
positioned for further growth
introduction
we are extremely pleased with the significant 
growth and strong performances across the 
business in 2014 with revenues up 44 to 
3650 million 2013 2534 million and ebitda 
increasing 65 to 861 million 2013 522 
million this resulted in the group’s profit after  
tax increasing by 83 to 577 million 2013 
315 million which was also favourably 
impacted by an unrealised fair value gain of 
188 million during the current year
we also achieved a number of significant 
milestones in 2014 the launch of the neteller 
and net offerings in the us to enhance 
our position in the regulated online gambling 
market attaining principal membership status 
with visa and mastercard to strengthen our 
netbanx offering in the european union 
and the successful acquisition and ongoing 
integration of the meritus and gma online 
payments companies to our netbanx business 
to establish a significant presence and merchant 
base in the us more recently we have launched 
of a new card issuing services division and 
our netellergo offering for ecommerce 
merchants outside of gambling to contribute to 
continued growth these achievements have all 
been important strategic goals as we continue to 
deliver on our stated objectives we believe that 
the investment we have made in these and other 
areas will help to drive further growth
the neteller stored value business 
continued to perform well through 2014 driven 
by underlying growth in customer metrics and 
an improvement in the gross margin which 
joel leonoff
president and ceo
2014 was a year of significant 
growth for optimal payments with 
substantial increases in revenue 
and profitability setting a solid 
foundation for the year ahead
has significantly contributed to the increase 
in ebitda the netbanx straight through 
processing business also performed strongly 
revenues from the us businesses were 
incorporated in the second half of the year 
following the completion of the acquisitions in 
july our largest merchant contributed 367 
of overall revenue significantly boosted by the 
world cup in the first half this contribution was 
diluted by the inclusion of revenues from the 
us businesses in the second half of 2014 we 
continue to provide neteller and netbanx 
services to this customer worldwide the 
regulatory environment has continued to evolve 
and while this did not materially impact our 
revenues in 2014 some uncertainty persists in 
this regard 
the group was highly cash generative during the 
year enabling us to acquire meritus and gma for 
a combined cost of 225 million payable in cash 
and shares partly financed by new bank debt of 
150 million the group’s ‘own cash’ excluding 
any merchant cash increased to 1065 million 
at year end 31 dec 2013 938 million with free 
cash of approximately 440 million 
in january 2014 we successfully placed our then 
major shareholder’s entire stake 252 of the 
then issued share capital into the market with the 
resulting transformation of our shareholder base 
with 72 institutional shareholders participating in 
the placement the remaining shareholder loans 
of 95 million that were related to the 2011 
acquisition of op inc were converted into equity 
and formed part of this placement   optimal payments plc 
annual report 2014 07
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
neteller stored value “sv”
the group’s neteller sv business 
comprising the neteller and net prepaid 
card stored value offering performed strongly 
throughout 2014 with revenues up 50 to  
896 million 2013 598 million and the gross 
margin improved to 85 2013 84 
the improved cashback based vip member 
loyalty program a strengthened sales team 
an enhanced affiliate program and numerous 
additions to deposit options for members 
worldwide have contributed to increased market 
share primarily in the european online gambling 
market where neteller remains one of the 
two major providers of storedvalue offerings 
key lead indicators such as number of member 
signups and member conversion rates continued 
to improve
in 2014 we built upon our principal issuer 
membership of mastercard through 
improvement of existing products and the 
development of a wider product suite we 
have seen consistent growth with our award 
winning net product with over 450000 
net prepaid cards issued and an average of 
35000 cardholders active every month our 
issuing business made good progress in 2014 
with the continued organic growth of our net 
programme with transaction value of 376 million 
2013 324 million a new card issuing services 
division was launched in october 2014 to offer 
a variety of different programmes from white 
labelled cards to fully customised prepaid and 
multichannel payment solutions leveraging the 
group’s extensive experience in multicurrency 
issuance and settlement to create repeatable 
scalable processes to merchants key strategic 
projects for 2015 are to enhance the offering 
with a pooled accounts solution to support real 
time loading of consumer funds and an agency 
banking solution which will allow prepaid card 
programmes to offer a more comprehensive 
banking experience to their clients including 
internet banking and electronic payments
in july we announced the shirt sponsorship of 
uk premier league football club crystal palace 
fc which has given extensive exposure to and 
raised the awareness of the neteller brand 
in the uk and internationally our focus has 
traditionally been on the online gambling market 
where neteller has a strong market position 
however we recently launched netellergo 
for ecommerce merchants to offer their 
consumers the flexibility of access to indemnified 
alternative payment types to complete their 
purchases optimal payments plc 
annual report 2014 08
progress on  
strategic initiatives
having accomplished all of our stated goals in 2014 
we are excited about the year ahead and the evolving 
opportunities for optimal payments
develop new whitelabel propositions
deploy our technologies in new markets to develop integrated 
payments solutions with key strategic partners 
us gaming opportunity
strong and growing presence in the us and established  
as a leader in gaming payments having serviced all top global 
brands since 1996 
inorganic growth through acquisition
to enhance growth and diversify the business
drive growth in core business lines
obtained principal membership with visa europe and 
mastercard europe for merchant acquiring in the european 
union in january 2014 mastercard principal membership  
for issuing achieved in november 2012
develop multichannel solutions
integrating with our partners to expand on the innovative 
solutions we make available for our customers   optimal payments plc 
annual report 2014 09
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
president and ceo’s review continued
netbanx straight through processing 
“stp” 
the group’s netbanx stp business also 
showed strong growth with full year revenues 
up 42 to 2747 million 2013 1930 million 
the growth was due to increasing demand from 
gambling and nongambling customers alike 
including our largest merchant whose revenue 
increased significantly during the world cup 
the gross margin in netbanx was stable at 
41 2013 42 with the bulk of the direct 
processing costs being fees to acquiring banks 
and other intermediate processors customer 
retention remains high as netbanx provides 
a wide range of payment and fraud prevention 
services through a single customer integration 
point as well as access to more than a dozen 
acquiring banks worldwide the underlying 
platform is scalable and can accommodate a 
large number of new customers 
the integration of the meritus and gma 
businesses is progressing well contributing 
to the growth of the netbanx division in the 
second half of the year acquisition of these 
profitable fast growing and cash generative 
businesses will significantly accelerating optimal 
payments’ expansion into the rapidly expanding 
us ecommerce market by providing it with 
a diversified merchant client base a highly 
agile multichannel sales force operating in 
complimentary and new vertical markets and 
partnerships with leading us acquiring banks 
having secured principal membership with visa 
and mastercard in the european union we are 
now able to offer competitive acquiring services 
to merchants which gives us the opportunity 
to increase the addressable market for our 
netbanx offering principal membership allows 
us to compete with banks and also benefit from 
interchange pricing from visa and mastercard 
we expect to be more competitive in the lower 
risk processing markets whereas to date we 
have mainly focused on moderate to high risk 
markets our lower cost base should result in a 
more balanced mix of merchants in our portfolio 
this business model underpins our confidence 
that netbanx can continue to win business in 
all territories
we have also continued to invest in building out 
our product infrastructure with the specific focus 
of providing etailers and retailers with the tools 
necessary to integrate technologies such as our 
developer centre giving code examples and test 
access to developers in addition we have the 
tools to enable merchants to access alternative 
payment types such as apple pay masterpass 
and pingit to enhance the shopping experience 
for their customers using the most secure 
payment solutions available 
us gaming 
neteller and net products launched in 
the us in march 2014 and we have seen wide 
acceptance and adoption by merchants in new 
jersey nevada and delaware where online 
gambling has been regulated larger and more 
populous us states including california and 
pennsylvania are currently considering licensing 
online gambling in 2015 and beyond 
we are well positioned to gain market share 
in the us market having acquired significant 
us operations through our california based 
businesses meritus and gma we have 
continued to develop our relationships with 
current and potential merchants and have forged 
successful partnerships in the rapidly developing 
area of fantasy sports leagues  optimal payments plc 
annual report 2014 10
president and ceo’s review continued
recognition
we have won a number of awards across the 
business in the past year demonstrating the 
excellent service which we deliver to customers 
globally and the group’s continued contribution 
as a provider of outsourced technology solutions 
to the online gaming industry 
neteller most recently won ‘best payment 
system for affiliates’ at the igb affiliate awards 
and ‘corporate services supplier of the year’ 
at the international gaming awards in february 
2015 our net card achieved ‘best general 
spend prepaid card’ ‘best free prepaid card’ 
‘best prepaid card’ and ‘best gaming prepaid 
card’ at the prepaid 365 awards optimal 
payments won ‘regional payments solution 
of the year’ at the egaming review and was 
recognised as the leading ecommerce platform 
gateway provider at the card not present cnp 
awards
in october 2014 danny chazonoff our chief 
operations officer and i were honoured to 
be named as the winners of ernst  young’s 
entrepreneur of the year quebec’s information 
technology category most recently we were 
proud to announce that elliott wiseman our 
general counsel won the individual award in the 
regulatory financial services category at the 
european counsel awards 2015 in recognition 
of the considerable expertise he has shown in 
leading our legal and compliance functions from 
joining the group in 2011
current trading and outlook 
the underlying business continues to perform 
well having accomplished all we set out to do 
during the year both financially and operationally 
we have emerged with a solid foundation for 
2015 and look forward to maintaining the 
momentum established in 2014 
our executive management team has been 
strengthened through the addition of talented 
and experienced executives from meritus and 
gma and the recent appointment of brian 
mcarthurmuscroft as cfo provides us with 
ftse 250 level experience and pedigree as well 
as great leadership discipline and value for our 
growing business 
we continue to assess ma opportunities that 
provide a strategic fit at the right valuation to 
further accelerate earnings growth diversify 
our business and most importantly deliver 
value to shareholders i would like to thank 
the management team and all staff for their 
outstanding contributions without which the 
group’s success today could not have been 
achieved
joel leonoff
president and chief executive officer
22 march 2015
joel leonoff and danny chazonoff win ernst 
 young’ s entrepreneur of the year quebec’ s 
information t echnology category in october 2014   optimal payments plc 
annual report 2014 11
strategic review 01  23
governance 24  39
financial statements 40  79
company information 80  82
well positioned 
in us gaming
neteller and net products were launched in the 
us in march 2014 and further partnerships have been 
forged including the rapidly developing area of fantasy 
sports leagues
neteller sponsors  
crystal palace
the shirt sponsorship of uk premier 
league football club crystal palace 
has raised the awareness of the 
neteller brand in the uk and 
internationally