TIDMMONI
RNS Number : 9330H
Monitise PLC
13 June 2017
Monitise plc
(The "Company")
Monitise plc copies here under the Monitise plc ticker
(AIM:MONI) the following announcement that was released at 7.00am
on the London Stock Exchange this morning:
Fiserv Inc -
Offer for Monitise plc
Released 07:00 13-Jun-2017
RNS Number : 9056H
Fiserv Inc
13 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 June 2017
RECOMMED CASH OFFER
for
MONITISE PLC
by
FISERV UK LIMITED
an indirect wholly-owned subsidiary of Fiserv, Inc.
Summary
-- The Boards of Fiserv, Inc. ("Fiserv") and Monitise plc
("Monitise") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by
Fiserv UK Limited ("Bidco") (an indirect wholly-owned subsidiary of
Fiserv) for the entire issued and to be issued ordinary share
capital of Monitise (the "Acquisition"). It is intended that the
Acquisition will be implemented by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act.
-- Under the terms of the Acquisition, each Monitise Shareholder
will be entitled to receive:
2.9 pence in cash per Monitise Share (the "Offer Price")
-- The Offer Price values the entire issued and to be issued
ordinary share capital of Monitise at approximately GBP70 million
and represents a premium of approximately:
- 26.1 per cent. to the Closing Price of 2.30 pence per Monitise
Share on 12 June 2017 (being the last Business Day prior to this
announcement);
- 24.2 per cent. to the volume weighted average Closing Price of
2.34 pence per Monitise Share for the three month period to 12 June
2017 (being the last Business Day prior to this announcement);
and
- 53.5 per cent. on a cash adjusted basis as at 12 June 2017
(being the last Business Day prior to this announcement), adjusted
for reported 31 December 2016 cash balances of GBP27.3m.
-- The Monitise Directors, who have been so advised by Canaccord
Genuity as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
its advice, Canaccord Genuity has taken into account the commercial
assessments of the Monitise Directors. Accordingly, the Monitise
Directors intend unanimously to recommend that Monitise
Shareholders vote in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting as the
Monitise Directors have irrevocably undertaken to do in respect of
their own beneficial holdings of 3,584,326 Monitise Shares
(representing, in aggregate, approximately 0.15 per cent. of the
Monitise Shares in issue on 12 June 2017 (being the last Business
Day prior to this Announcement)). Full details of the irrevocable
undertakings received by Fiserv and Bidco are set out in Appendix
III to this Announcement.
-- Fiserv is a leading global provider of financial services
technology, helping over 12,000 clients worldwide achieve
best-in-class results by driving quality and innovation in
payments, digital banking, processing services, risk and
compliance, customer and channel management, and insights and
optimization. Fiserv is publicly traded on the NASDAQ Global Select
Market and part of the S&P 500 Index. Fiserv has been named
among the FORTUNE Magazine World's Most Admired Companies(R) for
four consecutive years, ranking first in its category for
innovation in 2016 and 2017. Fiserv is headquartered in the United
States and has approximately 23,000 employees in over 100 cities
around the world.
-- Monitise is an AIM-listed financial services technology
company headquartered in London, United Kingdom. Monitise focuses
on accelerating the digital transformation of banks and financial
institutions through its mobile banking and payments focused
product offering. With over 400 employees, Monitise reported annual
revenues of GBP67.6 million for the financial year ending 30 June
2016. Monitise has been listed on AIM since 2007.
-- It is intended that the Acquisition be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (or, if Fiserv so elects and with the consent of the
Takeover Panel, a Takeover Offer). The purpose of the Scheme is to
provide for Bidco to become the owner of the whole of the issued
and to be issued ordinary share capital of Monitise. The Scheme
will be put to Monitise Shareholders at the Court Meeting and at
the General Meeting. In order to become effective, the Scheme must
be approved by a majority in number of the Monitise Shareholders
voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
voted. The implementation of the Scheme must also be approved by
Monitise Shareholders at the General Meeting.
-- The Scheme Document will include full details of the
Acquisition, together with notices of the Court Meeting and General
Meeting. The Scheme Document will also contain the expected
timetable for the Acquisition and will specify the necessary
actions to be taken by Monitise Shareholders. The Scheme Document
will be despatched to Monitise Shareholders within 28 days of the
date of this Announcement, unless Fiserv and Monitise otherwise
agree, and the Takeover Panel consents, to a later date.
-- The Acquisition is expected to complete in the third quarter
of calendar year 2017, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions which will be set out in the Scheme
Document.
Commenting on the Acquisition, Jeff Yabuki, President and Chief
Executive Officer of Fiserv, said:
"Monitise has been a global pioneer and innovator in digital
banking for more than a decade. Combining its talented associates
and advanced technologies with leading digital solutions from
Fiserv will expand our clients' ability to provide differentiated
experiences to their customers."
Commenting on the Acquisition, Peter Ayliffe Chairman of
Monitise, said:
"Following the simplification and stabilisation of the Monitise
Group and the focus on the development and marketing of its next
generation digital banking technology FINkit(R), the Monitise Board
has been regularly reviewing its medium to long-term options. In
reaching its decision to recommend this offer, the Monitise Board
has considered in great detail the best interests of all
stakeholders and the Company as a whole. Recognising the growth
challenges we continue to face, we believe that Fiserv's all-cash
offer provides shareholders with certainty of value at a level in
excess of the risk adjusted prospects of the Monitise Group on a
standalone basis. In addition, Fiserv as a large and diversified
international financial technology business, has the ability to
accelerate the growth of the business through greater scale,
investment, and routes to market."
Commenting on the Acquisition, Lee Cameron, Chief Executive
Officer of Monitise, said:
"We are proud of the talented people and innovative technology
solutions across the Monitise businesses. Fiserv is well-positioned
to carry this business forward given its strength in digital
banking and extensive client network. Following the completion of
this transaction, we are confident that Monitise clients will be
served well by Fiserv and its long-standing commitment to creating
value for its clients."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and its Appendices. In
particular, the Acquisition is subject to the Conditions and
certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains
certain details relating to the irrevocable undertakings referred
to in this Announcement. Appendix IV contains definitions of
certain terms used in this Announcement.
Enquiries:
Fiserv
Britt Zarling (Corporate Communications) Tel: +1 414 526 3107
Paul Seamon (Investor Relations) Tel: +1 262 879 5727
J.P. Morgan (Financial Adviser to Fiserv and Bidco)
Jay Hofmann Tel: +1 212 270 6000
Brendan Minehan Tel: +1 212 270 6000
Adam Laursen Tel: +44 207 742 4000
Henry Capper Tel: +44 207 742 4000
Monitise
Lee Cameron (Chief Executive Officer) Tel: +44 20 3657 0900
Gavin James (Chief Operating Officer) Tel: +44 20 3657 0900
Tom Spurgeon (Company Secretary) Tel: +44 20 3657 0900
Canaccord Genuity (Financial Adviser, NOMAD and Broker to Monitise)
Simon Bridges Tel: +44 20 7523 8000
Andrew Buchanan Tel: +44 20 7523 8000
Miles Cox Tel: +44 20 7523 8000
Emma Gabriel Tel: +44 20 7523 8000
Attila Consultants (Financial PR Adviser to Monitise)
Charles Cook Tel: +44 20 7947 4489
Nita Shah Tel: +44 77 1091 0563
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities or any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise, nor shall there be any purchase, sale
or exchange of securities or such solicitation in any jurisdiction
in which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification under the laws
of such jurisdiction. The Acquisition will be made solely by means
of the Scheme Document and the accompanying Forms of Proxy, which
will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
approval, decision or other response to the Acquisition should be
made only on the basis of the information in the Scheme Document.
Scheme Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition once it has been
despatched.
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Important notices relating to financial advisers
J.P. Morgan Securities LLC, together with its affiliate J.P.
Morgan Cazenove (which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority), is acting as financial
adviser exclusively for Fiserv and Bidco and no one else in
connection with the matters set out in this Announcement and will
not regard any other person as its client in relation to the
matters set out in this Announcement and will not be responsible to
anyone other than Fiserv and Bidco for providing the protections
afforded to clients of J.P. Morgan or its affiliates, nor for
providing advice in relation to any matter referred to herein.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for Monitise
in connection with the matters set out in this announcement and for
no one else and will not be responsible to anyone other than
Monitise for providing the protections afforded to its clients or
for providing advice in relation to the matters set out in this
announcement.
Overseas shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law and may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Monitise Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Monitise Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Fiserv will do so
in satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a UK company and it is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Scheme will relate to
the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act of 1934, as
amended (the "US Exchange Act"). A transaction effected by means of
a scheme of arrangement is not subject to the shareholder vote,
proxy solicitation and tender offer rules under the US Exchange
Act. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the UK to schemes
of arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation and tender
offer rules.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any states securities commission in the United States
or any other US regulatory authority, nor have such authorities
passed upon or determined the adequacy or accuracy of the
information contained in this document. Any representation to the
contrary is a criminal offence in the United States.
Financial statements, and all financial information included in
the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles. However, if
Fiserv were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including Section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such Takeover
Offer would be made in the US by Fiserv and no one else. In
addition to any such Takeover Offer, Fiserv, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Monitise outside such Takeover Offer during the period in which
such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase are made they would be made
outside the United States in compliance with applicable law,
including the US Exchange Act.
Cautionary note regarding forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Fiserv, Bidco or Monitise. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "aims", "projects",
"strategy", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar substance, meaning or the negative
thereof. Forward--looking statements include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
the Fiserv Group or the Monitise Group and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on the business of the Fiserv Group or the Monitise
Group.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, these
forward-looking statements involve known and unknown risks,
uncertainties that could significantly affect expected results and
are based on certain key assumptions and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Acquisition, as well as additional
factors, such as changes in political and economic conditions,
changes in the level of capital investment, retention of key
employees, changes in customer habits, success of business and
operating initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest
and/or exchange rates and the outcome of any litigation.
These forward-looking statements are based on numerous
assumptions regarding present and future strategies and
environments. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to Fiserv, Bidco or Monitise or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this Announcement. Fiserv, Bidco and Monitise disclaims any, and
assumes no obligation to update publicly or revise any
forward-looking or other statements contained in this Announcement,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Fiserv or Monitise respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Fiserv or Monitise respectively.
Right to switch to a Takeover Offer
Fiserv reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Monitise as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Fiserv
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Appendix I to this Announcement.
Publication on website and availability of hard copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be made available (subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Fiserv's website at
www.fiserv.com/offer_for_monitise_plc and Monitise's website at
www.monitise.com by no later than 12:00 noon on the Business Day
following this Announcement. Neither the contents of these websites
nor the content of any other website accessible from hyperlinks on
such websites is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting J.P. Morgan on +44 20 7742 4000 or Canaccord Genuity on
+44 20 7523 8000. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a
hard copy of this Announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition
should be in hard copy form.
Information relating to Monitise Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Monitise Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Monitise may be provided to Fiserv and Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Dealing and opening position disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the Business
Day following the date of the relevant dealing. If two or more
persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in
relevant securities of an offeree company or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Rule 2.9 requirement
In accordance with Rule 2.9 of the Code, Monitise confirms that
as at the date of this Announcement, it has in issue and admitted
to trading on AIM 2,317,865,290 ordinary shares of 1 pence each.
The ISIN of the Monitise Shares is GB00B1YMRB82.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 June 2017
RECOMMED CASH OFFER
for
MONITISE PLC
by
FISERV UK LIMITED
an indirect wholly-owned subsidiary of Fiserv, Inc.
1. Introduction
The Boards of Fiserv and Monitise are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer to be made by Fiserv UK Limited ("Bidco") (an indirect
wholly-owned subsidiary of Fiserv) for the entire issued and to be
issued ordinary share capital of Monitise (the "Acquisition"). It
is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions which will be set out in the Scheme
Document, each Monitise Shareholder will be entitled to
receive:
2.9 pence in cash per Monitise Share (the "Offer Price")
The Offer Price values the entire issued and to be issued
ordinary share capital of Monitise at approximately GBP70 million
and represents a premium of approximately:
- 26.1 per cent. to the Closing Price of 2.30 pence per Monitise
Share on 12 June 2017 (being the last Business Day prior to this
announcement);
- 24.2 per cent. to the volume weighted average Closing Price of
2.34 pence per Monitise Share for the three month period to 12 June
2017 (being the last Business Day prior to this announcement);
and
- 53.5 per cent. on a cash adjusted basis as at 12 June 2017
(being the last Business Day prior to this announcement), adjusted
for reported 31 December 2016 cash balances of GBP27.3m.
If any dividend or other distribution in respect of the Monitise
Shares is declared, paid or made on or after the date of this
Announcement, Fiserv reserves the right to reduce the consideration
payable for each Monitise Share under the terms of the Acquisition
by the amount per Monitise Share of such dividend or
distribution.
3. Background to and reasons for the Acquisition
Monitise has been a global pioneer and innovator in digital
banking with a portfolio of solutions that help some of the world's
most trusted financial institutions design, build, run and deliver
innovative digital banking experiences. Fiserv believes that
Monitise's business will enhance its suite of technologies that
enable financial institutions to meet rapidly evolving consumer
expectations for financial services, give Fiserv increased access
to clients in various geographic markets and expand relationships
with mutual clients. In addition, given the significant
technological changes and opportunities that are expected in
digital banking in the years to come, Fiserv believes that its
financial and technology resources and extensive client network
should enable Monitise to accelerate the development and
distribution of key technologies.
The Acquisition seeks to further Fiserv's capabilities to
deliver technology that facilitates compelling digital experiences
and faster time to market, aligned with its mission to provide
integrated technology and services solutions that enable
best-in-class results for its clients. Fiserv intends to leverage
Monitise's FINkit(R) technology and development teams to accelerate
the integration of existing online and mobile banking capabilities,
and user experiences, into a newly enhanced digital banking
platform, resulting in improved speed to market of new features
while targeting a lower total cost of ownership. This next
generation digital banking platform is expected to be available to
leading financial institutions worldwide within 12-18 months
following completion.
Fiserv believes that the Acquisition represents a strong
strategic fit and should further enhance Fiserv's ability to
deliver innovative digital products and services to clients around
the world.
4. Management, employees and locations of the Monitise Group
Fiserv attaches great importance to the skills, knowledge and
expertise of Monitise's existing management and employees. In this
regard, Fiserv confirms that it intends to safeguard fully the
existing employment and pension rights of all Monitise management
and employees in accordance with applicable law and to comply with
Monitise's pension obligations for existing employees and members
of Monitise's pension schemes.
Whilst detailed discussions with Monitise regarding the
integration of the Monitise businesses into the Fiserv Group have
not yet taken place, Fiserv intends to integrate the digital
businesses consistent with its mission of providing integrated
technology and services solutions that enable best-in-class results
for its clients. Following the Effective Date, cost savings may be
realised in areas typical to a transaction of this nature,
including: through the elimination of administrative costs
associated with Monitise's current status as a listed company,
which will cease to be required following the Acquisition; in areas
where there is an overlap of function; and from capturing
operational efficiencies by leveraging shared operating
environments and support services.
Additionally, Fiserv recognises the importance of retaining the
necessary skills and experience within the Monitise business in the
period following the Effective Date. Fiserv therefore may put in
place retention and incentivisation arrangements as it deems
necessary in due course.
Notwithstanding the foregoing, it is expected that all of the
existing Monitise directors will resign as directors of Monitise
immediately following the Effective Date.
Save as referred to above, and subject to the development and
finalisation of post-Effective Date integration plans, Fiserv
confirms that it has no current plans (i) to change the principal
locations of Monitise's businesses or (ii) to redeploy any of
Monitise's fixed assets.
5. Recommendation by Monitise Directors
The Monitise Directors, who have been so advised by Canaccord
Genuity as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
its advice to the Monitise Directors, Canaccord Genuity has taken
into account the commercial assessments of the Monitise
Directors.
Accordingly, the Monitise Directors intend unanimously to
recommend that Monitise Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting, as the Monitise Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings of 3,584,326 Monitise Shares (representing, in aggregate,
approximately 0.15 per cent. of the Monitise Shares in issue on 12
June 2017 (being the last Business Day prior to this
Announcement)).
6. Background to and reasons for the Monitise Directors' recommendation
Monitise is a specialist in financial services technology
focused on accelerating the digital transformation of banks and
financial institutions. Monitise's portfolio of platforms, products
and services are designed to help financial institutions around the
world design, build and run services delivered to customers through
digital channels.
Having been founded in 2003, before the advent of smartphones,
Monitise was an early pioneer in digital financial services, and
became a public company in 2007. Monitise enjoyed sequential
periods of high revenue growth, primarily from upfront license fees
and development and integration services, as it invested in its
technologies and global reach in enabling banks to harness the
power and capability of mobile services. In recent years however,
the pace of change in the market has led to greater competition and
diversity of offerings and, whilst Monitise has a significant level
of experience and heritage, it became imperative for the Company to
invest in new technology to remain relevant in this dynamic space
whilst transitioning the business model to generate sustainable
longer-term subscription based revenue.
In response to increasing competitiveness and rapid
technological evolution in the sector, the Company has refocused
the business on developing and marketing its next generation
technology: FINkit(R), which comprises a cloud based digital
platform, toolkit and capabilities that enable banks to
significantly increase the pace of innovation. FINkit(R) enables
banks to deploy their own products and services and to collaborate
with the increasing number of financial technology providers that
have emerged to develop compelling, customer-centric
propositions.
In addition, Monitise made significant changes to its corporate
and management structure and embarked on a wide-ranging
transformation programme from March 2015 designed to address
continuing substantial losses being incurred by the Group. This
transformation programme was accelerated throughout 2016 and has
successfully stabilised the financial position of the Group, with
two consecutive six month periods of positive EBITDA delivered
through to 31 December 2016. Key changes underpinning this
improvement in performance were downsizing, with headcount reducing
from 850 to 420 from June 2015 to December 2016, shifting the cost
model of the Group from a largely fixed cost structure to a more
variable cost structure, simplification of the business, enabling
transparency and ownership of financial performance, and the exit
of a number of onerous contracts.
Whilst the Group structure has been streamlined and the
operations stabilised, as previously announced, Monitise continues
to experience declining revenues in certain of its operations,
Americas (Monitise Vantage Platform) and Europe (Monitise
Enterprise Platform). Elsewhere across the Group, revenue
reductions have also been experienced by the Big Radical (formerly
Monitise Create) and MEA business units, although each have won new
business and are making progress. Monitise's Content business,
primarily trading as myvouchercodes.co.uk, has experienced
sustained strong growth and is a highly profitable business unit.
In addition to the improvements in the cost base, the Monitise
Board also has considered on several occasions divestment of
non-core businesses as well as the previously announced
consideration of the sale of the Group in January 2015.
The simplification and stabilisation of the Group has provided
Monitise with the ability to assess its medium to long-term
options, whilst maintaining a focus on marketing FINkit(R) as the
route to future growth. Monitise remains engaged with existing and
prospective clients and have several potential FINkit(R) agreements
under active consideration. However, despite launching FINkit(R) to
the market in late 2015, Monitise has yet to sign its first
FINkit(R) contract. The challenges that the Company has experienced
in seeking its first FINkit(R) contract include: (i) the long and
complex sales cycle when engaging with large financial
institutions, (ii) customers' perception of Monitise's size and
financial wherewithal compared to its customers and peers, (iii)
its position and history as a pioneer, compared to new and emerging
FinTech competitors, and (iv) the overall increased competition as
the market in digital financial services evolves.
In a desire to accelerate growth in the deployment of FINkit(R),
Monitise has explored other avenues to market, including exploring
possible licensing and distribution agreements with larger
international financial services technology companies. In this
regard, Monitise and Fiserv commenced discussions during which, as
they evolved, it became clear that an acquisition of Monitise by
Fiserv could provide Monitise Shareholders with an attractive and
immediate premium for their shares in cash, whilst also providing
Monitise stakeholders, including employees and customers, with a
highly attractive platform upon which to accelerate the continued
delivery of compelling, customer-centric propositions.
The Monitise Board strongly believes that the integration of
Monitise within Fiserv can accelerate the growth of the business,
specifically FINkit(R), through greater scale, investment, improved
routes to market, further ability to leverage existing
partnerships, sales teams and the combination of complementary
product portfolios. The Monitise Board is aware of the benefits
such investment and scale would bring and the importance of these
benefits to the future success of the Group and to Monitise's
customers and employees. Were a transaction with Fiserv not to take
place and in the likely absence of any material FINkit(R) signings
in the near term, the Board will need to re-consider divestment of
non-core businesses and the overall strategy of the Group.
Taking into account the considerations above, the Monitise
Directors consider that the Acquisition provides Monitise
Shareholders with certainty of value at a level in excess of the
risk adjusted prospects of the Monitise Group on a standalone
basis. The Offer Price represents a significant premium, in cash,
of approximately 26.1% to the Closing Price of Monitise shares on
12 June 2017 and approximately 24.2% to the three month volume
weighted average Closing Price to 12 June 2017. Adjusting for the
reported cash balance held by Monitise as at 31 December 2016, on a
cash adjusted basis the Offer Price represents a 53.5% premium to
the cash adjusted Monitise Closing Price on 12 June 2017.
7. Irrevocable undertakings
Fiserv and Bidco have received irrevocable undertakings from
each of the Monitise Directors to vote or procure votes in favour
of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (or, if Fiserv exercises its right
to implement the Acquisition by way of a Takeover Offer, to accept
or procure acceptance of such offer) from all of the Monitise
Directors who hold Monitise Shares (in a personal capacity or
through a nominee) in respect of their entire beneficial holdings
of Monitise Shares, amounting, in aggregate, to 3,584,326 Monitise
Shares (representing, in aggregate, approximately 0.15 per cent. of
the Monitise Shares in issue on 12 June 2017 (being the last
Business Day prior to this Announcement).
Further details of these irrevocable undertakings are set out in
Appendix III to this Announcement.
8. Information on Fiserv and Bidco
Fiserv
Fiserv is a leading global provider of financial services
technology, helping over 12,000 clients worldwide achieve
best-in-class results by driving quality and innovation in
payments, digital banking, processing services, risk and
compliance, customer and channel management, and insights and
optimization. Fiserv is publicly traded on the NASDAQ Global Select
Market and part of the S&P 500 Index. Fiserv has been named
among the FORTUNE Magazine World's Most Admired Companies(R) for
four consecutive years, ranking first in its category for
innovation in 2016 and 2017. Fiserv is headquartered in the United
States and has approximately 23,000 employees in over 100 cities
around the world.
Bidco
Bidco is a wholly owned indirect subsidiary of Fiserv,
established for the purpose of making the Acquisition and is
incorporated under the laws of England and Wales.
9. Information on Monitise
Monitise is an AIM-listed financial services technology company
headquartered in London, United Kingdom. Monitise focuses on
accelerating the digital transformation of banks and financial
institutions through its mobile banking and payments focused
product offering. With over 400 employees, Monitise reported annual
revenue of GBP67.6 million for the financial year ending 30 June
2016. Monitise has been listed on AIM since 2007.
The group consists of five business units: FINkit(R), Monitise
Americas, Monitise MEA, Monitise Content and Big Radical.
FINkit(R)
FINkit(R) is a cloud native technology platform that empowers
banks to execute innovative technology quickly. These capabilities
include:
-- a platform and toolkit providing an application development
and operations environment for security, compliance and
performance;
-- an engagement model underpinned by FINkit(R)'s delivery tool chain; and
-- a partnership programme focussed on enabling collaboration
between Banks and the FinTech community.
FINkit(R) builds upon over a decade of experience Monitise has
of delivering digital services to banks and financial services
partners. This business unit also includes those banks continuing
to operate on the Monitise Enterprise Platform.
Monitise Americas
The Americas business comprises the Monitise Vantage Platform
which powers mobile banking and messaging services for banks and
credit unions across the Americas. The Americas division
specialises in Mobile Banking, Enterprise Alerting and SMS Banking;
using enterprise technology combined with human-led design to
enhance the digital experience for financial institutions and their
customers. Headquartered in San Francisco, the Americas team
delivers its products through a secure, proven digital banking
platform.
Monitise MEA
The MEA division operates as a digital design studio and
software developer for mobile technology. The division focuses on
innovation, and develops turnkey products with premium services to
help enterprises transform digitally. The business has customers in
Turkey and the Middle East. MEA also provides technology and
engineering support to other Group businesses.
Monitise Content
Monitise Content, trading as myvouchercodes.co.uk, is a digital
platform connecting money saving offers from brands, across all
shopping categories including holidays, fashion and restaurants, to
consumers. The portfolio also extends to operations serving
consumers in territories including the US, Germany, Australia and
France. Utilising proprietary technology Monitise Content also
operates a number of digital ticketing transactional platforms.
Big Radical
Big Radical (formerly Monitise Create) is a product development
studio of designers, engineers, project coaches and business
innovators based in London. Big Radical delivers a digital agency
capability which provides strategy consultancy, human first digital
design and UI/UX expertise to its clients which are from a variety
of industries including financial services, leisure, automotive and
services.
10. Monitise Share Schemes
The Acquisition will affect participants in the Monitise Share
Schemes. In summary, Bidco and Monitise have agreed that Bidco will
make appropriate proposals to the holders of such options and
awards in accordance with Rule 15 of the Code, and each grant of
such options and awards shall be treated in accordance with the
rules applicable to it. Further details of these arrangements will
be communicated to participants of the Monitise Share Schemes in
due course.
11. Financing
The cash consideration payable under the terms of the
Acquisition will be funded by drawing down on Fiserv's existing
revolving credit facility.
J.P. Morgan, financial adviser to Fiserv and Bidco, is satisfied
that sufficient cash resources are available to Bidco to satisfy in
full the cash consideration payable to Monitise Shareholders in
connection with the Acquisition.
12. Offer-related arrangements
Confidentiality Agreement
Fiserv entered into discussions with Monitise with a view to
securing a FINkit(R) licencing and distribution agreement,
potentially combined with a capital investment in Monitise. It was
in the context of those discussions that Fiserv and Monitise
entered into a confidentiality agreement dated 1 January 2017 (the
"Confidentiality Agreement"). It is this Confidentiality Agreement
that has continued to bind the parties with respect to their
discussions and the information exchanged between them. Pursuant to
the terms of the Confidentiality Agreement, Fiserv has undertaken
to keep confidential information relating to Monitise and not to
disclose it to third parties (other than to permitted disclosees)
unless required by law or regulation. These confidentiality
obligations shall remain in force for a period of 24 months from
the date of the Confidentiality Agreement. The Confidentiality
Agreement further includes customary non-solicitation
provisions.
13. Structure of the Acquisition
Scheme
The Acquisition will be effected by a Court-sanctioned scheme of
arrangement between Monitise and the Scheme Shareholders under Part
26 of the Companies Act. The purpose of the Scheme is to provide
for Bidco to become the owner of the whole of the issued, and to be
issued, ordinary share capital of Monitise. Under the Scheme, the
Acquisition is to be achieved by the:
-- transfer of the Scheme Shares held by Scheme Shareholders to
Bidco in consideration for which the Scheme Shareholders will
receive cash consideration pursuant to the Scheme; and
-- passing of the Resolutions at the General Meeting (including
amendments to Monitise's Articles to ensure that any Monitise
Shares issued between approval of the Scheme at the Court Meeting
and the Scheme Record Time will be subject to the Scheme and that
any Monitise Shares issued after the Scheme Record Time will
automatically be acquired by Bidco).
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other things,
the:
a) approval of a majority in number of the Scheme Shareholders
who vote, representing not less than 75 per cent. in value of the
Scheme Shares voted, either in person or by proxy, at the Court
Meeting; and
b) approval by the requisite majority of the Resolutions at the
General Meeting (to be held directly after the Court Meeting)
necessary in order to implement the Scheme.
Application to Court to sanction the Scheme
Once the approvals have been obtained at the Court Meeting and
the General Meeting and the other Conditions have been satisfied or
(where applicable) waived, the Scheme must be sanctioned by the
Court at the Court Hearing.
The Scheme will become Effective in accordance with its terms on
delivery of the Court Order to the Registrar of Companies. Upon the
Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or General Meeting, or whether they voted in
favour of or against the Scheme.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include full details of the Scheme,
including the expected timetable and the necessary actions to be
taken by Scheme Shareholders. The Scheme will be governed by the
laws of England and Wales. The Scheme will be subject to the
applicable requirements of the Code, the Takeover Panel, the London
Stock Exchange and the FCA.
The Scheme Document, along with the notice of the Court Meeting
and the General Meeting and the Forms of Proxy will be despatched
to Monitise Shareholders within 28 days of the date of this
Announcement, unless Fiserv and Monitise otherwise agree, and the
Takeover Panel consents to, a later date. Subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on
Fiserv's website at www.fiserv.com/offer_for_monitise_plc and
Monitise's website at www.monitise.com.
Subject to the satisfaction or waiver of the Conditions and
certain further terms set out in Appendix I, Fiserv and Monitise
currently expect the Acquisition to become Effective during the
third quarter of calendar year 2017.
If the Scheme does not become Effective on or before the Long
Stop Date (or such later date as Fiserv, Bidco and Monitise may,
with the consent of the Takeover Panel and, if required, the Court,
agree) it will lapse and the Acquisition will not proceed (unless
the Takeover Panel otherwise consents).
Right to switch to a Takeover Offer
Fiserv reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Monitise as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on substantially the same terms
(subject to appropriate amendments) or, if Fiserv so decides, on
such other terms being no less favourable, so far as applicable, as
those which would apply to the Scheme and subject to the amendment
referred to in Appendix I to this Announcement.
14. Conditions
The Acquisition will be subject to the Conditions and further
terms set out in Appendix I to this Announcement, and to the full
terms and conditions which will be set out in the Scheme
Document.
15. De-listing and re-registration
It is intended that an application will be made to the London
Stock Exchange to cancel trading of the Monitise Shares on AIM to
take effect shortly after the Effective Date. The last day of
dealings in Monitise Shares on AIM is expected to be the date of
the Court Hearing and no transfers will be registered after 6.00
p.m. (London time) on that date.
On the Effective Date, Monitise will become a wholly-owned
subsidiary of Bidco and share certificates in respect of the
Monitise Shares will cease to be valid and should be destroyed. In
addition, entitlements to Monitise Shares held within the CREST
system will be cancelled on the Effective Date.
As soon as practicable after the Effective Date and after the
Monitise Shares are delisted, it is intended that Monitise will be
re-registered as a private limited company under the relevant
provisions of the Companies Act.
16. Disclosure of interests in Monitise
As at the close of business on 12 June 2017, being the last
Business Day prior to this Announcement, save for the irrevocable
undertakings referred to in paragraph 7 (Irrevocable Undertakings)
above, none of Bidco or any director of Bidco or any member of the
Fiserv Group, or so far as Bidco is aware, any person acting, or
deemed to be acting, in concert with Bidco (within the meaning of
the Code):
a) had an interest in, or right to subscribe for, relevant securities of Monitise;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Monitise;
c) had procured an irrevocable commitment to accept the terms of
the Acquisition in respect of relevant securities of Monitise;
or
d) had borrowed or lent any Monitise Shares (including, for
these purposes, any financial collateral arrangements of the kind
referred to in Note 4 on Rule 4.6 of the Code) save for any
borrowed shares which have been neither on-lent or resold.
It has not been possible by the date of this Announcement to
ascertain the interests in Monitise Shares (if any) of all of
Bidco's concert parties. Further enquiries will be completed prior
to publication of Fiserv's Opening Position Disclosure which will
include details of any interests or short positions in, or rights
to subscribe for, any relevant securities of Monitise held by all
persons acting in concert with Bidco or Fiserv.
Furthermore, save for the irrevocable undertakings described in
paragraph 7 (Irrevocable Undertakings) above, no arrangement exists
between Bidco or Monitise or a person acting in concert with Bidco
or Monitise in relation to Monitise Shares. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to Monitise Shares which may be an inducement to
deal or refrain from dealing in such securities.
17. General
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document. The Scheme
Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to
Monitise Shareholders and, for information only, to persons with
information rights and to holders of options granted under the
Monitise Share Schemes within 28 days of the date of this
Announcement, unless Fiserv and Monitise otherwise agree, and the
Takeover Panel consents, to a later date.
In deciding whether or not to vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting, Monitise Shareholders should rely on the
information contained, and follow the procedures described, in the
Scheme Document.
J.P. Morgan and Canaccord Genuity have each given and not
withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
Appendix I contains the Conditions and certain further terms of
the Acquisition. Appendix II contains details of sources of
information and bases of calculation contained in this
Announcement. Appendix III contains certain details relating to the
irrevocable undertakings referred to in this Announcement. Appendix
IV contains definitions of certain terms used in this
Announcement.
18. Documents on display
Copies of this Announcement and the following documents will, by
no later than 12 noon on the Business Day following the date of
this Announcement, be made available on Fiserv's website at
www.fiserv.com/offer_for_monitise_plc and Monitise's website at
www.monitise.com until the end of the Offer Period:
-- the Confidentiality Agreement;
-- the irrevocable undertakings referred to in paragraph 7
(Irrevocable Undertakings) above and described in Appendix III to
this Announcement;
-- the Credit Agreement relating to the financing of the
Acquisition described in paragraph 11; and
-- a copy of this Announcement.
Enquiries:
Fiserv
Britt Zarling (Corporate Communications) Tel: +1 414 526 3107
Paul Seamon (Investor Relations) Tel: +1 262 879 5727
J.P. Morgan (Financial Adviser to Fiserv and Bidco)
Jay Hofmann Tel: +1 212 270 6000
Brendan Minehan Tel: +1 212 270 6000
Adam Laursen Tel: +44 20 7742 4000
Henry Capper Tel: +44 20 7742 4000
Monitise
Lee Cameron (Chief Executive Officer) Tel: +44 20 3657 0900
Gavin James (Chief Operating Officer) Tel: +44 20 3657 0900
Tom Spurgeon (Company Secretary) Tel: +44 20 3657 0900
Canaccord Genuity (Financial Adviser, NOMAD and Broker to Monitise)
Simon Bridges Tel: +44 20 7523 8000
Andrew Buchanan Tel: +44 20 7523 8000
Miles Cox Tel: +44 20 7523 8000
Emma Gabriel Tel: +44 20 7523 8000
Attila Consultants (Financial PR Adviser to Monitise)
Charles Cook Tel: +44 20 7947 4489
Nita Shah Tel: +44 77 1091 0563
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities or any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise, nor shall there be any purchase, sale
or exchange of securities or such solicitation in any jurisdiction
in which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification under the laws
of such jurisdiction. The Acquisition will be made solely by means
of the Scheme Document and the accompanying Forms of Proxy, which
will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
approval, decision or other response to the Acquisition should be
made only on the basis of the information in the Scheme Document.
Scheme Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition once it has been
despatched.
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Important notices relating to financial advisers
J.P. Morgan Securities LLC, together with its affiliate J.P.
Morgan Cazenove (which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority), is acting as financial
adviser exclusively for Fiserv and Bidco and no one else in
connection with the matters set out in this Announcement and will
not regard any other person as its client in relation to the
matters set out in this Announcement and will not be responsible to
anyone other than Fiserv and Bidco for providing the protections
afforded to clients of J.P. Morgan or its affiliates, nor for
providing advice in relation to any matter referred to herein.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for Monitise
in connection with the matters set out in this announcement and for
no one else and will not be responsible to anyone other than
Monitise for providing the protections afforded to its clients or
for providing advice in relation to the matters set out in this
announcement.
Overseas shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law and may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Monitise Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Monitise Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Fiserv will do so
in satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a UK company and it is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Scheme will relate to
the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act of 1934, as
amended (the "US Exchange Act"). A transaction effected by means of
a scheme of arrangement is not subject to the shareholder vote,
proxy solicitation and tender offer rules under the US Exchange
Act. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the UK to schemes
of arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation and tender
offer rules.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any states securities commission in the United States
or any other US regulatory authority, nor have such authorities
passed upon or determined the adequacy or accuracy of the
information contained in this document. Any representation to the
contrary is a criminal offence in the United States.
Financial statements, and all financial information included in
the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles. However, if
Fiserv were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including Section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such Takeover
Offer would be made in the US by Fiserv and no one else. In
addition to any such Takeover Offer, Fiserv, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Monitise outside such Takeover Offer during the period in which
such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase are made they would be made
outside the United States in compliance with applicable law,
including the US Exchange Act.
Cautionary note regarding forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Fiserv, Bidco or Monitise. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "aims", "projects",
"strategy", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar substance, meaning or the negative
thereof. Forward--looking statements include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
the Fiserv Group or the Monitise Group and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on the business of the Fiserv Group or the Monitise
Group.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, these
forward-looking statements involve known and unknown risks,
uncertainties that could significantly affect expected results and
are based on certain key assumptions and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Acquisition, as well as additional
factors, such as changes in political and economic conditions,
changes in the level of capital investment, retention of key
employees, changes in customer habits, success of business and
operating initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest
and/or exchange rates and the outcome of any litigation.
These forward-looking statements are based on numerous
assumptions regarding present and future strategies and
environments. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to Fiserv, Bidco or Monitise or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this Announcement. Fiserv, Bidco and Monitise disclaims any, and
assumes no obligation to update publicly or revise any
forward-looking or other statements contained in this Announcement,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Fiserv or Monitise respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Fiserv or Monitise respectively.
Right to switch to a Takeover Offer
Fiserv reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Monitise as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Fiserv
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Appendix I to this Announcement.
Publication on website and availability of hard copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be made available (subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Fiserv's website at
www.fiserv.com/offer_for_monitise_plc and Monitise's website at
www.monitise.com by no later than 12:00 noon on the Business Day
following this Announcement. Neither the contents of these websites
nor the content of any other website accessible from hyperlinks on
such websites is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting J.P. Morgan on +44 20 7742 4000 or Canaccord Genuity on
+44 20 7523 8000. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a
hard copy of this Announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition
should be in hard copy form.
Information relating to Monitise Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Monitise Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Monitise may be provided to Fiserv and Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Dealing and opening position disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the Business
Day following the date of the relevant dealing. If two or more
persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in
relevant securities of an offeree company or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Rule 2.9 requirement
In accordance with Rule 2.9 of the Code, Monitise confirms that
as at the date of this Announcement, it has in issue and admitted
to trading on AIM 2,317,865,290 ordinary shares of 1 pence each.
The ISIN of the Monitise Shares is GB00B1YMRB82.
Appendix I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A: Conditions of the Scheme and the Acquisition
The Acquisition is conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by no later than
the Long Stop Date:
1. The Scheme shall be subject to the following conditions:
(a) its approval by a majority in number of the Scheme
Shareholders and who are present and vote, whether in person or by
proxy, at the Court Meeting (and at any separate class meeting
which may be required by the Court) or any adjournment of any such
meeting and who represent 75 per cent. in value of the Scheme
Shares voted by those Monitise Shareholders;
(b) the passing of the Resolutions by the requisite majority of
Monitise Shareholders at the General Meeting to be set out in the
Scheme Document (or such later date, if any, as Bidco, Fiserv and
Monitise may agree and the Court may allow);
(c) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Fiserv and Monitise);
(d) delivery of a copy of the Court Order to the Registrar of Companies; and
(e) the Scheme becoming effective on or before 6.00 pm on the Long Stop Date.
2. In addition, subject, as stated in Part B below and to the
requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the
Court Order shall not be delivered to the Registrar of Companies
unless such Conditions (as amended, if appropriate) have been
satisfied (and continue to be satisfied pending the commencement of
the Court Hearing) or, where relevant, waived in writing prior to
the Scheme being sanctioned by the Court:
Regulatory Clearances
(a) in relation to the United Kingdom, in the event that the
Competition and Markets Authority (the "CMA") commences an
own-initiative investigation by way of an enquiry letter, it being
established, in terms reasonably satisfactory to Fiserv, that
neither the CMA nor the Secretary of State intends to refer the
Acquisition for a CMA Phase 2 Reference;
(b) no Third Party having decided, threatened or given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted or
made any statute, regulation, decision, order or change to
published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to (in any case to an extent or in a manner which is
material in the context of the Acquisition or the Wider Monitise
Group as the case may be, in each case, taken as a whole):
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Fiserv Group or by any member of the Wider
Monitise Group of all or any material part of their respective
businesses, assets, property or any shares or other securities (or
the equivalent) in any member of the Wider Monitise Group or any
member of the Wider Fiserv Group or impose any material limitation
on the ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage any
of their respective assets or properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act in the event that Fiserv elects to implement the Acquisition by
way of a Takeover Offer, require any member of the Wider Fiserv
Group or the Wider Monitise Group to acquire or offer to acquire
shares, other securities (or the equivalent) or interest in any
member of the Wider Monitise Group or any asset owned by any Third
Party (other than in connection with the implementation of the
Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Fiserv Group,
directly or indirectly, to acquire, hold or exercise effectively
all or any rights of ownership in respect of shares or other
securities in Monitise or on the ability of any member of the Wider
Monitise Group or any member of the Wider Fiserv Group, directly or
indirectly, to hold or exercise effectively all or any rights of
ownership in respect of shares or any other securities (or the
equivalent) in, or to exercise voting or management control over,
any other member of the Wider Monitise Group;
(iv) except as Disclosed, result in any member of the Wider
Monitise Group ceasing to be able to carry on business under any
names under which it currently carries on business;
(v) make the Acquisition, its implementation or the acquisition
of any shares or other securities in, or control or management of,
Monitise by any member of the Wider Fiserv Group void,
unenforceable and/or illegal under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly prevent or
prohibit, restrict, restrain or delay or otherwise interfere with
the implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge, impede,
interfere or require material amendment to the terms of the
Acquisition or the acquisition of any shares or other securities
in, or control or management of, Monitise by any member of the
Wider Fiserv Group;
(vi) impose any material limitation on, or result in material
delay in, the ability of any member of the Wider Fiserv Group or
any member of the Wider Monitise Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider Fiserv Group and/or
the Wider Monitise Group;
(vii) require any member of the Wider Monitise Group to
relinquish, terminate or amend in any material way any material
contract to which any member of the Wider Monitise Group is a
party;
(viii) otherwise materially adversely affect all or any of the
business, assets, liabilities, profits, financial or trading
position or prospects of any member of the Wider Monitise Group;
or
(ix) all applicable waiting and other time periods (including
any extensions thereof) during which any Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any relevant jurisdiction in respect
of the Acquisition or the acquisition of any Monitise Shares or
otherwise intervene having expired, lapsed or been terminated;
Other regulatory approvals
(c) each Governmental Entity, which regulates any member of the
Monitise Group and whose prior approval, consent or non-objection
to any change in control, or acquisition of (or increase in)
control in respect of that or any other member of the Monitise
Group is required, or any Governmental Entity, whose prior
approval, consent or non-objection of the Acquisition is otherwise
required, or permissions are required in order to complete the
Acquisition, having given its approval, non-objection or legitimate
deemed consent or consent in writing thereto and, as the case may
be, having granted such permissions and in each case the impact of
which would materially adversely affect the Wider Monitise Group,
taken as a whole;
Notifications, waiting periods and authorisations
(d) all notifications, filings or applications which are
necessary in connection with the Acquisition and all necessary
waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with, in each case, in respect of the Scheme and the
Acquisition and all Authorisations deemed reasonably necessary in
any jurisdiction for or in respect of the Acquisition and, except
pursuant to Chapter 3 of Part 28 of the Companies Act in respect
of, the Acquisition or the proposed acquisition of any shares or
other securities in, or control or management of, Monitise by any
member of the Wider Fiserv Group having been obtained in terms and
in a form reasonably satisfactory to Fiserv from all appropriate
Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the
Wider Monitise Group has entered into contractual arrangements and,
to the extent that the Acquisition or such acquisitions would
result in the termination or withdrawal of an Authorisation, all
such Authorisations necessary to carry on the business of any
member of the Wider Monitise Group in any jurisdiction which is
material in the context of the Wider Monitise Group as a whole
having been obtained and all such Authorisations remaining in full
force and effect at the time at which the Acquisition becomes
otherwise wholly unconditional and there being no notice or
intimation of an intention to revoke, suspend, restrict, modify or
not to renew such Authorisations;
Monitise Shareholder resolution
(e) except with the consent or the agreement of Fiserv, no
resolution of Monitise Shareholders in relation to any acquisition
or disposal of assets or shares (or the equivalent thereof) in any
undertaking or undertakings (or in relation to any merger,
demerger, consolidation, reconstruction, amalgamation or scheme)
being passed at a meeting of Monitise Shareholders other than in
relation to the Acquisition or the Scheme and, other than with the
consent or the agreement of Fiserv, no member of the Wider Monitise
Group having taken (or agreed or proposed to take) any action that
requires, or would require, the consent of the Takeover Panel or
the approval of Monitise Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the Code;
Certain matters arising as a result of any arrangement,
agreement, etc.
(f) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Monitise Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or subject which, as a consequence of the
Acquisition or the proposed acquisition by any member of the Wider
Fiserv Group of any shares or other securities in Monitise or
because of a change in the control or management of any member of
the Wider Monitise Group or otherwise, would or might reasonably be
expected to result in (in each case to an extent which is material
in the context of the Wider Monitise Group taken as a whole):
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any member of the Wider Monitise Group being or becoming repayable,
or capable of being declared repayable, immediately or prior to its
or their stated maturity date or repayment date, or the ability of
any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business,
property or assets of such member of the Wider Monitise Group or
any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider Monitise Group being adversely modified or adversely affected
or any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iv) any liability of any member of the Wider Monitise Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider Monitise Group under any such
arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Wider Monitise Group in
or with any other person or body or firm or company (or any
arrangement relating to any such interests or business) being or
becoming capable of being terminated, or adversely modified or
materially affected or any onerous obligation or liability arising
or any material adverse action being taken thereunder;
(vi) any member of the Wider Monitise Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(vii) the financial or trading position of, any material member
of the Wider Monitise Group being materially prejudiced or
adversely affected; or
(viii) the creation or acceleration of any material liability
(actual or contingent) by any member of the Wider Monitise Group
other than trade creditors or other liabilities incurred in the
ordinary course of business,
and, except as Disclosed, no event having occurred which, under
any provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
Wider Monitise Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or might
result in any of the events or circumstances as are referred to in
Conditions (i) to (viii) above, in each case to the extent material
in the context of the Wider Monitise Group;
Certain events occurring since 31 December 2016
(g) except as Disclosed, no member of the Wider Monitise Group
having since 31 December 2016:
(i) issued or agreed to issue or authorised or announced its
intention to authorise or propose the issue, of additional shares
of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
or transferred or sold or agreed to transfer or sell or authorised
the transfer or sale of Monitise Shares out of treasury (except,
where relevant, as between Monitise and wholly-owned subsidiaries
of Monitise or between the wholly-owned subsidiaries of Monitise
and except for the issue or transfer out of treasury of Monitise
Shares on the exercise of employee share options or vesting of
employee share awards in the ordinary course under the Monitise
Share Schemes);
(ii) recommended, declared, paid or made, or proposed to,
declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully
paid or made by any wholly-owned subsidiary of Monitise to Monitise
or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between Monitise and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Monitise and transactions
in the ordinary course of business) implemented, effected,
authorised or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider Monitise Group taken as a
whole;
(iv) except for transactions between Monitise and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of Monitise and except for transactions in the ordinary course of
business, disposed of, or transferred, mortgaged or created any
security interest over any material asset or any right, title or
interest in any material asset or authorised or announced any
intention to do so to an extent which is material in the context of
the Wider Monitise Group taken as whole;
(v) except for transactions between Monitise and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of Monitise issued, authorised or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability (other than as incurred in the ordinary course of
business) or incurred or increased any indebtedness which is
material in the context of the Wider Monitise Group taken as a
whole;
(vi) entered into or varied or authorised or announced its
intention to enter into or vary any material contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) except in the ordinary course of business
which is of a long term, unusual or onerous nature or magnitude or
which is or which involves or could involve an obligation of a
nature or magnitude which is reasonably likely to be materially
restrictive on the business of any member of the Wider Monitise
Group or which, taken together with any such material transaction,
arrangement, agreement, contract or commitment is material in the
context of the Wider Monitise Group taken as a whole;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Wider Monitise Group, otherwise than in the
ordinary course of business;
(viii) proposed, agreed to provide or modified the terms of any
Monitise share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
employee of the Wider Monitise Group which is material in the
context of the Wider Monitise Group taken as a whole, other than in
the ordinary course of business;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital (except, in each case, where relevant, as between Monitise
and wholly-owned subsidiaries of Monitise or between the
wholly-owned subsidiaries of Monitise and except for the issue or
transfer out of treasury of Monitise Shares on the exercise of
employee share options or vesting of employee share awards under
the Monitise Share Schemes as Disclosed);
(x) waived, compromised or settled any claim which is material
in the context of the Wider Monitise Group as a whole or in the
context of the Acquisition;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Monitise Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Monitise Group taken as a whole;
(xii) save as required in connection with the adoption of the
Monitise amended articles or the Acquisition, made any material
alteration to its memorandum, articles of association or other
incorporation documents to an extent which is material in the
context of the Acquisition;
(xiii) except in relation to changes made or agreed as a result
of, or arising from changes to legislation, made or agreed or
consented to any significant change to the following in a way that
is material in the context of the Wider Monitise Group taken as a
whole:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Monitise
Group for its directors, employees or their dependants;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to,
to an extent which is in any such case material in the context
of the Wider Monitise Group taken as a whole;
(xiv) except as Disclosed, been unable, or admitted in writing
that it is unable, to pay its debts or commenced negotiations with
one or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business which is material in the context
of the Wider Monitise Group taken as a whole;
(xv) (other than in respect of a member of the Wider Monitise
Group which is dormant and was solvent at the relevant time) taken
any steps, corporate action or had any legal proceedings instituted
or threatened against it in relation to the suspension of payments,
a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a
receiver, administrator, manager, administrative receiver, trustee
or similar officer of all or any material part of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed, which is in any such case
material in the context of the Wider Monitise Group taken as a
whole;
(xvi) (except for transactions between Monitise and its
wholly-owned subsidiaries or between Monitise's wholly-owned
subsidiaries) made, authorised or announced any change in its loan
capital;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, which in any such case
is material in the context of the Wider Monitise Group as a whole
or in the context of the Acquisition; or
(xviii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (g);
No adverse change, litigation, regulatory enquiry or similar
(h) except as Disclosed, since 31 December 2016 there having been:
(i) no material adverse change and no circumstance having arisen
which would reasonably be expected to result in any material
adverse change in, the business, assets, financial or trading
position or profits, operational performance or prospects of any
member of the Wider Monitise Group which is material in the context
of the Wider Monitise Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Monitise
Group is or may become a party (whether as a claimant, defendant or
otherwise) having been threatened, announced or instituted by or
against or remaining outstanding against or in respect of, any
member of the Wider Monitise Group, in each case which would
reasonably be expected to have a material adverse effect on the
Wider Monitise Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Monitise Group (or any person in respect of which any
such member has or may have responsibility or liability) having
been threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of any member of the Wider
Monitise Group, in each case, which would reasonably be expected to
have a material adverse effect on the Wider Monitise Group taken as
a whole or in the context of the Acquisition;
(iv) no contingent or other liability having arisen or increased
other than in the ordinary course of business which is reasonably
likely to affect adversely the business, assets, financial or
trading position or profits of any member of the Wider Monitise
Group to an extent which is material in the context of the Wider
Monitise Group taken as a whole; and
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Monitise Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which would reasonably be expected to have a
material adverse effect on the Wider Monitise Group taken as a
whole;
No discovery of certain matters regarding information and
liabilities, corruption and intellectual property
(i) except as Disclosed, Bidco not having discovered that:
(i) any financial, business or other information concerning the
Wider Monitise Group announced publicly and delivered by or on
behalf of Monitise through a RIS prior to the date of this
Announcement or disclosed to any member of the Wider Fiserv Group
by or on behalf of any member of the Wider Monitise Group prior to
the date of this Announcement is misleading, contains a material
misrepresentation of any fact, or omits to state a fact necessary
to make that information not misleading, in any such case which is
material in the context of the Wider Monitise Group taken as a
whole;
(ii) any member of the Wider Monitise Group, or any other person
for whom any such person may be materially liable or responsible,
has engaged in any activity which would constitute an offence under
the OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions, the UK Bribery
Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;
(iii) any member of the Wider Monitise Group, or any other
person for whom any such person may be liable or responsible, has
not engaged in any activities or business with or made any
investment in, or made any payments to: (A) any government, entity
or individual with which US or EU persons are prohibited from
engaging in activities or doing business by US or EU laws or
regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control, or (B) any
government, entity or individual targeted by any of the economic
sanctions of the United Nations or the European Union or any of
their respective member states or any other governments or
supranational body or authority in any jurisdiction;
(iv) any asset of the Wider Monitise Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition); or
(v) no circumstance having arisen or event having occurred in
relation to any intellectual property owned, used or licensed by
the Wider Monitise Group including: (A) any member of the Wider
Monitise Group losing its title to any intellectual property or any
intellectual property owned by the Wider Monitise Group being
revoked, cancelled or declared invalid, (B) any agreement regarding
the use of any intellectual property licensed to or by any member
of the Wider Monitise Group being terminated or varied, or (C) any
claim being filed suggesting that any member of the Wider Monitise
Group infringed the intellectual property rights of a third party
or any member of the Wider Monitise Group being found to have
infringed the intellectual property rights of a third party, in
each case which is material in the context of the Wider Monitise
Group taken as a whole.
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Takeover Panel, Bidco
reserves the right in its sole discretion to waive (if capable of
waiver) in whole or part, all or any of the above Conditions from
"Regulatory Clearances" to "No discovery of certain matters
regarding information and liabilities, corruption and intellectual
property" of Part A (inclusive).
2. Condition 1 (Monitise shareholder approval) and the
Conditions in Part A from "Regulatory Clearances" to "No discovery
of certain matters regarding information and liabilities,
corruption and intellectual property" of Part A (inclusive) must be
fulfilled or waived by no later than 11:59 p.m. on the date
immediately preceding the date of the Court Hearing, failing which
the Scheme will lapse or, if the Acquisition is implemented by way
of a Takeover Offer, no later than as permitted by the Takeover
Panel. Bidco shall be under no obligation to waive or treat as
fulfilled any of the Conditions which are capable of being waived
by a date earlier than the latest date specified above for the
fulfilment or waiver thereof, notwithstanding that any such
Condition or other Conditions of the Scheme and the Acquisition may
at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfilment.
3. Under Rule 13.5 of the Code, Bidco may not invoke a Condition
so as to cause the Scheme not to proceed, or to lapse, or so as to
cause any Takeover Offer to lapse or be withdrawn, unless the
circumstances which give rise to the right to invoke the Condition
are of material significance to Bidco in the context of the
Acquisition. Condition 1 of Part A (and, if applicable, any
acceptance condition adopted on the basis specified in paragraph 5
below in relation to any Takeover Offer) are not subject to this
provision of the Code.
4. If Bidco is required by the Takeover Panel to make an offer
for Monitise Shares under the provisions of Rule 9 of the Code,
Bidco may make such alterations to the Conditions and certain
further terms of the Acquisition as are necessary to comply with
the provisions of that Rule.
5. Bidco reserves the right to elect (with the consent of the
Takeover Panel) to implement the Acquisition by making, directly or
indirectly through a subsidiary or nominee of Fiserv, a Takeover
Offer as an alternative to the Scheme. In such event, the Takeover
Offer will be implemented on substantially the same terms subject
to appropriate amendments, as far as applicable, as those which
would apply to the Scheme. The acceptance condition would be set at
90 per cent. of the shares to which such Takeover Offer relates (or
such lesser percentage, being more than 50 per cent., as Fiserv may
decide with the consent of the Takeover Panel). Further, if
sufficient acceptances of the Takeover Offer are received and/or
sufficient Monitise Shares are otherwise acquired, it is the
intention of Fiserv to apply the provisions of the Companies Act to
compulsorily acquire any outstanding Monitise Shares to which such
Takeover Offer relates.
6. The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:
(i) in so far as the Acquisition or any matter arising from or
relating to the Scheme or Acquisition constitutes a concentration
with a Community dimension within the scope of the Regulation, the
European Commission either initiates proceedings under Article
6(1)(c) of the Regulation or makes a referral to a competent
authority of the United Kingdom under Article 9(1) of the
Regulation and there is then a CMA Phase 2 Reference; or
(ii) in so far as the Acquisition or any matter arising from the
Scheme or Acquisition does not constitute a concentration with a
Community dimension within the scope of the Regulation, the Scheme
or Acquisition or any matter arising from or relating to the
Acquisition becomes subject to a CMA Phase 2 Reference;
in each case, before the date of the Court Meeting.
7. Bidco reserves the right for any other member of the Fiserv
Group from time to time to implement the Acquisition.
8. In the event the Acquisition is implemented, the Monitise
Shares under offer will be acquired by Bidco with full title
guarantee, fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other third
party rights and interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of the Monitise Shares.
9. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom and any Monitise
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
10. Unless otherwise determined by Bidco or required by the Code
and permitted by applicable law and regulations, the Acquisition is
not being, and will not be, made, directly or indirectly, in, into
or by the use of the mails of, or by any other means or
instrumentality (including, but not limited to, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and will
not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction.
11. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
12. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will
be governed by the laws of England and Wales and will be subject to
the jurisdiction of the English courts and the Conditions and
further terms set out in this Appendix 1 and to be set out in the
Scheme Document. The Acquisition shall be subject to the applicable
requirements of the Code, the Takeover Panel, AIM and the FCA.
1.
Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
(i) Unless otherwise stated, financial information relating to
Monitise has been extracted from the audited consolidated financial
statements of Monitise for the financial year ended 30 June 2016 or
Monitise's unaudited half-year report for the six months ended 31
December 2016.
(ii) Unless otherwise stated, financial information relating to
Fiserv has been extracted from the audited consolidated financial
statements of Fiserv for the financial year ended 31 December 2016
or Fiserv's unaudited first quarter results for the three months
ended 31 March 2017.
(iii) The value of the Acquisition is based upon the following:
(i) 2,317,865,290 Monitise Shares in issue on 12 June 2017
(being the last Business Day prior to this Announcement);
(ii) up to 1,509,941 Monitise Shares which will be newly issued
to satisfy options that are exercisable under the Monitise Share
Schemes on 12 June 2017 and have an Exercise Price lower than the
Offer Price;
(iii) up to 93,091,916 Monitise Shares which will be newly
issued to satisfy options that will become exercisable in
connection with the Acquisition and have an Exercise Price lower
than the Offer Price; and
(iv) all other options or awards outstanding under the Monitise
Share Schemes will lapse because the relevant performance
conditions have not been met and/or the Exercise Price is greater
than the Offer Price.
(iv) The market prices of the Monitise Shares are derived from
data provided by the Daily Official List and represent Closing
Prices of the relevant date(s).
(v) Volume weighted average closing prices are derived from data provided by Factset.
(vi) EBITDA is defined as operating profit/loss before
exceptional items, depreciation, amortisation, impairments and
share-based payments charge.
(vii) As at 31 December 2016, Monitise held GBP27.3 million of
cash on its balance sheet, which represents 1.18 pence of cash per
Monitise Share. Adjusting the Offer Price for this cash implies a
cash adjusted offer price of 1.72 pence for each Monitise Share.
Adjusting Monitise's Closing Price of 2.30 pence as of 12 June 2017
for this cash implies a cash adjusted closing price of 1.12 pence
for each Monitise Share. Accordingly, on a cash adjusted basis, the
implied premium is 53.5 per cent.
Appendix III
DETAILS OF IRREVOCABLE UNDERTAKINGS
Fiserv has received irrevocable undertakings to accept the Offer
Price in respect of a total of 3,584,326 Monitise Shares
(representing, in aggregate, approximately 0.15 per cent. of
Monitise's Shares in issue on 12 June 2017 (being the last Business
Day prior to this Announcement)), comprised as follows:
Monitise Directors' (and certain of their immediate family
members) irrevocable undertakings
Name Number of Monitise Shares per cent. of Monitise Shares in issue
--------------- -------------------------- --------------------------------------
Lee Cameron 1,588,880 0.07%
Gavin James 863,292 0.04%
Peter Ayliffe 520,270 0.02%
Amanda Burton 261,884 0.01%
Tim Wade 350,000 0.02%
Total 3,584,326 0.15%
In addition, the irrevocable undertaking from Lee Cameron will
extend to any shares issued to him pursuant to share option
entitlements that he holds, currently comprising options to
subscribe for up to 10,750,000 Monitise Shares of which 9,750,000
options have an Exercise Price lower than the Offer Price.
The irrevocable undertakings from the Monitise Directors will
only cease to be binding if:
-- the Scheme Document is not sent to Monitise Shareholders
within 28 days (or such longer period as Fiserv and Monitise may
agree with the consent of the Takeover Panel) after the date of
this Announcement;
-- the Scheme or a Takeover Offer announced in implementation of
the Acquisition has not become Effective or been declared
unconditional in all respects in accordance with the requirements
of the Code (as the case may be) prior to the Long Stop Date;
or
-- the Scheme or a Takeover Offer (as the case may be) has
lapsed or been withdrawn in accordance with its terms (for the
avoidance of doubt, this shall not apply where the Scheme lapses or
is withdrawn solely as a result of Fiserv exercising its right to
implement the Acquisition by way of a Takeover Offer rather than a
Scheme) and no new, revised or replacement Scheme or Takeover Offer
has been announced by Bidco or its affiliates in accordance with
Rule 2.7 of the Code at the same time.
Appendix IV
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
Acquisition the recommended offer to be made by Bidco to acquire the entire issued and to be issued
ordinary
share capital of Monitise to be effected by means of the Scheme (or, if Fiserv so
elects and
subject to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to
the
conditions set out in the Scheme Document;
AIM a market operated by the London Stock Exchange;
AIM Rules the rules and regulations made by the London Stock Exchange applicable to companies
listed
on AIM and dated 3 July 2016 (as amended from time to time);
Announcement this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Authorisations authorisations, orders, recognitions, grants, consents, clearances, confirmations,
certificates,
licences, permissions, determinations, exemptions or approvals;
Bidco Fiserv UK Limited, a company incorporated in England and Wales with company number
10801276
whose registered office is Eversheds House, 70 Great Bridgewater Street, Manchester,
United
Kingdom, M1 5ES;
Business Day a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks
are generally
open for normal business in the City of London;
Canaccord Genuity Canaccord Genuity Limited;
Closing Price the closing middle market quotation for a Monitise Share as derived from the Daily
Official
List on that day;
CMA the independent body which conducts inquiries into mergers, markets and the regulation
of
the major regulated industries in the United Kingdom (or any successor body or bodies
carrying
out the same functions in the United Kingdom from time to time);
CMA Phase 2 Reference a referral of the Acquisition to the chair of the Competition and Markets Authority for
the
constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act
2013;
Code the City Code on Takeovers and Mergers;
Community the European Community;
Company Monitise;
Companies Act the United Kingdom Companies Act 2006;
Conditions the conditions to the implementation of the Scheme and the Acquisition, which are set
out
in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement the confidentiality agreement entered into by Fiserv and Monitise on 1 January 2017;
Court the High Court of Justice, Chancery Division (Companies Court) in England and Wales;
Court Hearing the hearing by the Court to sanction the Scheme and, if such hearing is adjourned,
references
to the commencement of any such hearing shall mean the commencement of the final
adjournment
thereof;
Court Meeting the meeting (or any adjournment, postponement or reconvention thereof) of the holders
of Scheme
Shares (or the relevant class or classes thereof) to be convened by order of the Court
pursuant
to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme
(with
or without modification);
Court Order the order of the Court sanctioning the Scheme under Part 26 of the Companies Act;
Credit Agreement the US$2billion second amended and restated credit agreement dated 30 April 2015
described
in paragraph 11 of this Announcement;
CREST the relevant system (as defined in the Regulations) in respect of which Euroclear UK &
Ireland
Limited is the Operator (as defined in the Regulations);
Daily Official List the Daily Official List of the London Stock Exchange;
Dealing Disclosure has the same meaning as in Rule 8 of the Code;
Disclosed information disclosed by, or on behalf of Monitise, (i) in the annual report and
accounts
of the Monitise Group for the financial year ended 30 June 2016; (ii) in the half-year
report
of the Monitise Group for the six months ended 31 December 2016; (iii) in a public
announcement
to a RIS made by Monitise prior to the date of this Announcement; (iv) in filings made
with
the Registrar of Companies and appearing on Monitise's file at Companies House within
the
last two years; (v) as otherwise fairly disclosed to Fiserv (or its respective
officers, employees,
agents or advisers) on or prior to the date of this Announcement (including all matters
fairly
disclosed in the written replies, correspondence, documentation and information
provided in
an electronic data room or sent to any member of the Fiserv Group or any of its
professional
advisers during the due diligence process and whether or not in response to any
specific request
for information made by any member of the Wider Fiserv Group or any of its professional
advisers);
or (vi) in this Announcement;
Disclosure Table the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
Effective in the context of the Acquisition: (a) if the Acquisition is implemented by way of a
Scheme,
the Scheme having become effective in accordance with its terms, upon the delivery of
the
Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by
way
of a Takeover Offer, the Takeover Offer having been declared or become unconditional in
all
respects in accordance with the requirements of the Code;
Effective Date the date upon which: (a) the Scheme becomes Effective; or (b) if Fiserv elects and the
Takeover
Panel consents to implement the Acquisition by way of a Takeover Offer, the Takeover
Offer
becomes Effective;
Excluded Shares any Monitise Shares legally or beneficially held by any member of the Fiserv Group;
Exercise Price the price per share at which the participant is entitled to buy the underlying Monitise
Share
under the relevant Monitise Share Scheme;
FCA the UK Financial Conduct Authority or its successor from time to time;
Fiserv Fiserv, Inc., a Wisconsin corporation whose registered office is 255 Fiserv Drive,
Brookfield,
WI 53045, USA or, if the context so requires, its indirect wholly-owned subsidiary
Bidco;
Fiserv Group Fiserv and its subsidiaries and subsidiary undertakings;
Forms of Proxy the forms of proxy for use at the Court Meeting and the General Meeting respectively,
which
will accompany the Scheme Document;
General Meeting the general meeting (or any adjournment, postponement or reconvention thereof) of
Monitise
Shareholders to be convened in connection with the Scheme;
Governmental Entity any supranational, national, state, municipal, local or foreign government, any
instrumentality,
subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency
or
commission, or other authority thereof, or any regulatory or quasi-regulatory
organisation
or private body exercising any regulatory, taxing, importing or other governmental or
quasi-governmental
authority;
ISIN International Securities Identification Number;
J.P. Morgan J.P. Morgan Securities LLC (in its capacity as financial adviser), together with its
affiliate
J.P. Morgan Cazenove;
J.P. Morgan Cazenove J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan
Cazenove);
London Stock Exchange London Stock Exchange Plc;
Long Stop Date 15 September 2017 or such later date (if any) as Fiserv and Monitise may, with the
consent
of the Takeover Panel, agree and (if required) the Court may allow;
Monitise Monitise plc a company incorporated in England and Wales with company number 06011822
whose
registered office is Medius House, 2 Sheraton Street, London, England, W1F 8BH;
Monitise Directors the directors of Monitise;
Monitise Group Monitise and its subsidiaries and subsidiary undertakings;
Monitise Share Schemes the Monitise approved SAYE Scheme, the Monitise Performance Share Plan, the Monitise
Enterprise
Management Incentive Plan and the Clairmail, Inc. 2004 Stock Plan;
Monitise Shareholders the holders of Monitise Shares;
Monitise Shares ordinary shares of 1 pence each in the capital of Monitise;
Offer Period the offer period (as defined in the Code) relating to Monitise, which commenced on 13
June
2017 and ending on the date on which the Acquisition becomes Effective, lapses or is
withdrawn
(or such other date as the Takeover Panel may decide);
Offer Price 2.9 pence per Scheme Share;
Opening Position Disclosure has the same meaning as in Rule 8 of the Code;
Registrar of Companies the Registrar of Companies in England and Wales;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Regulatory Clearances means the clearances set out in the Conditions set out in paragraphs 2(a) to 2(b) of
Part
A of Appendix I of this Announcement;
Resolutions the resolutions to be proposed by Monitise at the General Meeting in connection with,
amongst
other things, the approval of the Scheme, the amendment of Monitise's Articles and such
other
matters as may be necessary to implement the Scheme;
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant risk of
civil,
regulatory or criminal exposure if information concerning the Acquisition is sent or
made
available in that jurisdiction;
RIS a service approved by the London Stock Exchange for the distribution to the public of
announcements
and included within the list maintained on the London Stock Exchange's website;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act to effect the
Acquisition
between Monitise and the Scheme Shareholders (the full terms of which will be set out
in the
Scheme Document), with or subject to any modification, addition or condition approved
or imposed
by the Court and agreed by Fiserv and Monitise;
Scheme Document the document to be despatched to (amongst others) Monitise Shareholders containing,
amongst
other things, the terms and conditions of the Scheme, the notices convening the Court
Meeting
and the General Meeting and the particulars required by section 897 of the Companies
Act;
Scheme Record Time the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on
the
Business Day immediately prior to the Effective Date;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares the Monitise Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and prior to the Voting
Record
Time; and
(iii) (if any) issued at or after the Voting Record Time but at or before the Scheme
Record
Time in respect of which the original or any subsequent holder thereof is bound by the
Scheme
or shall by such time have agreed in writing to be bound by the Scheme
in each case other than any Excluded Shares;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of
the
total voting rights conferred by the equity share capital (as defined in section 548 of
the
Companies Act) of such undertaking;
Takeover Offer should the Acquisition be implemented by way of a takeover offer as defined in Chapter
3 of
Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire
the
entire issued and to be issued ordinary share capital of Monitise and, where the
context requires,
any subsequent revision, variation, extension or renewal of such offer;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or governmental, quasi-governmental, supranational,
statutory,
regulatory, professional or investigative body or authority (including any antitrust or
merger
control authority), court, trade agency, professional association, institution, works
council,
employee representative body or any other similar body or person whatsoever in any
jurisdiction;
Treasury Shares any Monitise Shares which are for the time being held by Monitise as treasury shares
(within
the meaning of the Companies Act);
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US the United States of America, its territories and possessions, all areas subject to its
jurisdiction
or any subdivision thereof, any state of the United States of America and the District
of
Columbia;
US Exchange Act the United States Securities Exchange Act of 1934 and the rules and regulations
promulgated
thereunder;
Voting Record Time the date and time specified in the Scheme Document by reference to which entitlements
to vote
on the Scheme will be determined, expected to be 6.00 pm on the day which is two days
before
the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 pm on the
second
day before the date of such adjourned meeting;
Wider Fiserv Group Bidco, Fiserv, its subsidiary undertakings, associated undertakings and any other
undertaking,
body corporate, partnership, joint venture or person in which Fiserv and/or such
undertakings
(aggregating their interests) have a direct or indirect Substantial Interest or the
equivalent;
Wider Monitise Group Monitise, its subsidiary undertakings, associated undertakings and any other
undertaking,
body corporate, partnership, joint venture or person in which Monitise and/or such
undertakings
(aggregating their interests) have a direct or indirect Substantial Interest or the
equivalent;
and
GBP or pence pounds sterling or pence, the lawful currency of the UK.
In this Announcement:
(a) all times referred to are to London time unless otherwise stated;
(b) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(c) "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act and "associated
undertaking" has the meaning given to it by paragraph 19 of
Schedule 6 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph 1(b)
thereof which shall be excluded for this purpose; and
(d) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re--enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBZMGMVRFVGNZG
(END) Dow Jones Newswires
June 13, 2017 04:28 ET (08:28 GMT)
Monitise (LSE:MONI)
Historical Stock Chart
From Apr 2024 to May 2024
Monitise (LSE:MONI)
Historical Stock Chart
From May 2023 to May 2024