TIDMMONI
RNS Number : 2244M
Monitise PLC
27 July 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
27 July 2017
Monitise plc
Trading Update
London - 27 July 2017 - Monitise plc (LSE: MONI, "Monitise" or
the "Company") the financial services digital technology company
announces an unaudited trading update for its financial year ended
30 June 2017.
Financial summary and outlook
- Revenue for the year declined to GBP50.9m (FY 2016 GBP67.6m)
- Whilst the business continues to focus on cost management, the
cost reduction activity has not mitigated either the anticipated
revenue decline or the absence of any FINkit(R) contracts
- As previously stated, gross cash at 30 June 2017 was GBP22.2m
- Monitise has yet to sign its first FINkit(R) contract for the
reasons set out in the Scheme Document issued on 3 July 2017
- In the absence of material FINkit(R) revenues, Monitise
expects FY 2018 revenue to be lower than FY 2017 with a consequent
effect on operating results
Monitise CEO Lee Cameron said:
"We continue to manage the costs of the business where possible
as revenues reduce and we seek our first FINkit(R) contract. Whilst
the cost action has not mitigated the revenue reduction this has
reduced our cash burn in the period. Current trading remains
challenging."
Rule 27.2 confirmation
Save as set out in this announcement and the announcements made
by Monitise on 17, 18 and 24 July 2017, Monitise confirms that
there have been no other material changes to any of the matters
listed in Rule 27.2(c) of the City Code on Takeover and Mergers
("the Code") since the publication of the Scheme Document on 3 July
2017. The Scheme Document will remain available, subject to certain
restrictions relating to persons resident in certain jurisdictions,
on Monitise's website at www.monitise.com.
Unless otherwise stated defined terms used in this announcement
shall have the same meaning as given to them in the Scheme
Document.
About Monitise
Monitise plc is a specialist in financial services technology
focused on accelerating the digital transformation of banks and
financial institutions.
Monitise FINkit(R) platform and associated capabilities builds
upon over a decade of experience in delivering digital services to
banks and financial services partners. Whether it is augmenting
legacy systems with minimal impact on those systems, a greenfield
project, or strategic digital transformation, FINkit(R) delivers
innovation at speed, safely and securely.
FINkit(R) is a registered trademark in the UK. Find out more at
www.monitise.com.
****
For further information:
Monitise plc
Lee Cameron, Chief Executive Tel: +44(0)20
Officer 3 657 0900
Gavin James, Chief Operating
Officer
Canaccord Genuity (Financial Adviser, NOMAD
and Broker to Monitise)
Simon Bridges, Miles Cox, Andrew Tel: +44(0)20
Buchanan, Emma Gabriel 7523 8000
Attila Consultants (Financial
PR Adviser to Monitise)
Charles Cook, Bill Spears Tel: +44(0)7710
910 563
Tel: +44(0)7786
390 908
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.
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.
The contents of this announcement are not to be construed as
legal, business, financial or tax advice. If you are in any doubt
about the contents of this announcement, you should consult your
own appropriately authorised legal adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
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.
Publication on website and availability of hard copies
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on 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.
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.
No profit forecasts, quantified financial benefit statements or
estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period. No statement in this
announcement should be interpreted to mean that earnings per
Monitise share for the current or future financial years would
necessarily match or exceed the historical published earnings per
Monitise share.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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