TIDMMONI TIDMTTM
RNS Number : 2199N
Monitise PLC
07 August 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
FOR IMMEDIATE RELEASE
7 August 2017
INCREASED AND FINAL RECOMMED CASH ACQUISITION
of
MONITISE PLC
by
FISERV UK LIMITED
an indirect wholly-owned subsidiary of Fiserv, Inc.
On 13 June 2017, the boards of Fiserv, Inc. ("Fiserv") and
Monitise plc ("Monitise") announced that they had reached agreement
on the terms of a recommended cash offer by Fiserv UK Limited
("Bidco") (an indirect wholly-owned subsidiary of Fiserv), for the
entire issued and to be issued share capital of Monitise (the
"Acquisition") at a price of 2.9 pence in cash for each Monitise
Share, to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Initial Offer
Announcement"). The Scheme Document was posted to Monitise
Shareholders on 3 July 2017. On 24 July 2017, the Court Meeting and
the General Meeting to approve the Acquisition were postponed on
Fiserv's request, in light of feedback received from certain
Monitise Shareholders.
Increased and Final Offer
The boards of Fiserv and Monitise are today pleased to announce
that they have agreed the terms of an increased and final
recommended cash offer for Monitise to be made by Bidco, to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act (the "Increased and Final Offer").
Under the terms of the Increased and Final Offer, each Monitise
Shareholder will be entitled to receive:
3.1 pence in cash per Monitise Share (the "Increased and Final
Offer Price")
The Increased and Final Offer Price values the entire issued and
to be issued share capital of Monitise at approximately GBP75
million and represents a premium of approximately:
-- 34.8 per cent. to the Closing Price of 2.30 pence per
Monitise Share on 12 June 2017 (being the last Business Day prior
to the Initial Offer Announcement);
-- 32.8 per cent. to the volume-weighted average Closing Price
of 2.34 pence per Monitise Share for the three month period ended
12 June 2017 (being the last Business Day prior to the Initial
Offer Announcement); and
-- 59.6 per cent. on a cash adjusted basis to the Closing Price
of 2.30 pence per Monitise Share on 12 June 2017 (being the last
Business Day prior to the Initial Offer Announcement), adjusted for
reported 30 June 2017 cash balances of GBP22.2 million.
The financial terms of the Increased and Final Offer are final
and will not be increased, except that Bidco reserves the right to
increase the amount of the offered price if there is an
announcement on or after the date of this announcement of an offer
or possible offer for Monitise by a third party offeror or
potential offeror.
As set out above, the Increased and Final Offer represents a
substantial premium to the undisturbed share price of Monitise, and
Fiserv firmly believes that the Increased and Final Offer
constitutes full and fair value for Monitise given the financial
outlook for the Group and the structural challenges that the Group
faces. In particular, and further to feedback received from certain
Monitise Shareholders, the board of Fiserv would like to make the
following points clear with regard to its Increased and Final
Offer:
-- Monitise outlined in their trading update released on 27 July
2017 that revenue for the Group continues to decline and outstrip
cost-cutting initiatives, and that in the absence of material
FINkit(R) revenues, Monitise expects revenue for the year ending 30
June 2018 to be lower than the year ended 30 June 2017 with a
consequent effect on operating results. Furthermore, on a
divisional basis, all business units (excluding Content)
experienced revenue declines for the financial year ended 30 June
2017 as compared to the prior year period and there were no
FINkit(R) contracts signed in the period;
-- As a result of the challenges facing Monitise and continued
investment in the business, Monitise's cash balance continued to
decline during the period to 30 June 2017. The Monitise board have
stated that, with further investment still required in the
business, were the Acquisition not to take place, the board will
need to consider raising further capital, the divestment of
businesses, and the overall strategy of the Group;
-- Whilst Monitise's UK business has a significant amount of
existing tax losses potentially available to mitigate future UK
corporation tax, there are substantial uncertainties around when,
how and whether they may be used. Use of the tax losses would
require the generation of future taxable income profits in the UK
from the same business currently carried on by Monitise, and
recently announced changes in the law will likely curtail the
manner in which existing and future carried forward losses can be
used. Generally, once these changes in the law are enacted, if UK
group profits are more than GBP5 million in any year, losses can
only be used against 50% of any UK taxable profits above GBP5
million. Accordingly, given the current operating performance of
Monitise and the uncertainties as to whether, when and how much
taxable profit may be relieved by Monitise tax losses, this
significantly restricts the value attributable to such losses;
and
-- Monitise has now been in a public offer period since 13 June
2017 without a third party offeror or potential offeror
emerging.
Recommendation
The Monitise Directors, who have been so advised by Canaccord
Genuity as to the terms of the Increased and Final Offer, consider
the terms of the Increased and Final Offer to be fair and
reasonable. Consequently, the Monitise Directors unanimously
recommend the Increased and Final Offer.
The Monitise Directors reiterate their belief that the strategic
alternatives to a takeover of Monitise are accompanied by
significant execution risk and are unlikely to yield superior value
to the Acquisition.
Action to be taken by Monitise Shareholders
The Scheme will be amended to reflect the terms of the Increased
and Final Offer. A supplementary scheme document will be posted to
Monitise Shareholders shortly, subject to the approval of the
Court, setting out, inter alia, notices of the reconvened Court
Meeting and the reconvened General Meeting, a revised timetable for
the Scheme and full details of the voting procedures Monitise
Shareholders should follow (the "Supplementary Circular").
-- Monitise Shareholders who have submitted Forms of Proxy for
the Court Meeting and/or the General Meeting but who wish to change
their voting instructions will be advised how to do this in the
Supplementary Circular.
-- Monitise Shareholders who have already submitted Forms of
Proxy for the Court Meeting and/or the General Meeting and who do
not wish to change their voting instructions will not need to take
any further action as their Forms of Proxy will continue to be
valid in respect of the reconvened Court Meeting and reconvened
General Meeting.
Irrevocable undertakings and letters of intent
Fiserv and Monitise have received irrevocable undertakings to
vote or procure votes in favour of the Scheme at the Court Meeting
and the resolution necessary to implement the Scheme to be proposed
at the General Meeting (or, in the event that the Acquisition is
implemented by way of a Takeover Offer, accept or procure
acceptance of that offer, subject to the conditions set out in
Appendix II) from the directors of Monitise and Fatih Isbecer.
In addition, Fiserv and Monitise have received letters of intent
to vote or procure votes in favour of the Scheme at the Court
Meeting and the resolution necessary to implement the Scheme to be
proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, accept or
procure acceptance of that offer, subject to the conditions set out
in Appendix II) from Visa, Inc. and Banco Santander SA.
Therefore, in aggregate, Bidco has received irrevocable
undertakings and letters of intent to vote or procure votes in
favour of the Scheme at the Court Meeting and the resolution
necessary to implement the Scheme to be proposed at the General
Meeting (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, accept or procure acceptance of that
offer, subject to the conditions set out in Appendix II) in respect
of 229,577,466 Monitise Shares, representing approximately 9.90 per
cent. of the existing issued share capital of Monitise.
Monitise current trading
On 27 July 2017, Monitise announced an unaudited trading update
for its financial year ended 30 June 2017, stating that revenue for
the year declined to GBP50.9 million (FY 2016: GBP67.6 million). In
addition, within this total, on a divisional basis, all business
units (excluding Content) experienced revenue declines and there
were no FINkit(R) contracts signed in the period. Monitise Content
revenues grew 30 per cent. for the year to 30 June 2017 to GBP13.0
million (FY 2016: GBP9.9 million). In the absence of material
FINkit(R) revenues, Monitise expects revenue for the year ending 30
June 2018 to be lower than the year ended 30 June 2017 with a
consequent effect on operating results.
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 GBP22.2
million.
Financing
The consideration payable under the Increased and Final Offer
will be funded through debt funding from bank facilities provided
to the Fiserv Group. Details of the Credit Agreement are set out in
the Scheme Document.
J.P. Morgan, financial adviser to Fiserv and Bidco, is satisfied
that sufficient resources are available to Bidco to satisfy in full
the cash consideration payable to Monitise Shareholders in
connection with the Acquisition.
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.
The full timetable will be set out in the Supplementary Circular
which will be posted to Monitise Shareholders shortly.
General
Save as set out above and as will be set out in the
Supplementary Circular, the Increased and Final Offer remains
subject to the terms and conditions set out in the original Scheme
Document.
In addition to the documents which are already available for
inspection, as set out in the Initial Offer Announcement and the
Scheme Document, the written consents provided by each of J.P.
Morgan and Canaccord Genuity 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 will be made
available on Fiserv's website at
www.fiserv.com/offer_for_monitise_plc and on Monitise's website at
www.monitise.com by no later than 12:00 noon (London time) on the
Business Day following the date of this announcement. The contents
of these websites is not incorporated into and does not form part
of this announcement.
Capitalised terms used but not defined in this announcement have
the same meaning as set out in the Scheme Document.
Appendix I contains sources and bases of certain information
contained in this announcement. Appendix II contains further
details of the irrevocable undertakings and letters of intent
received.
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 (0)7710 910 563
Bill Spears Tel: +44 (0)7786 390 908
Important notices
J.P. Morgan Securities LLC, together with its affiliate J.P.
Morgan Limited (which conducts its UK investment banking business
as J.P. Morgan Cazenove and which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority) ("J.P.
Morgan"), 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.
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 an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Increased and Final Offer or
otherwise. The Increased and Final Offer will be made solely by
means of the Scheme Document (or, if applicable, a Takeover Offer)
which will contain the full terms and conditions of the Increased
and Final Offer, including details of how to vote in respect of the
Increased and Final Offer. Any decision in respect of, or other
response to, the Increased and Final Offer should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, a Takeover Offer).
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. The laws of certain
jurisdictions may affect the availability of the Increased and
Final Offer 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 Increased and Final Offer disclaim any responsibility and
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Increased and
Final Offer 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
where to do so would violate the laws in that jurisdiction, and no
person may vote in favour of the Increased and Final Offer by any
such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and formal documentation relating to the
Increased and Final Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded or distributed in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and persons receiving this
announcement (including custodians, nominees and trustees) must not
distribute or send it into or from a Restricted Jurisdiction.
The Increased and Final Offer 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 Securities
Exchange Act of 1934, as amended (the "Exchange Act"). A
transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the
Exchange Act. Accordingly, the Increased and Final Offer is subject
to the disclosure requirements and practices applicable in the UK
to schemes of arrangement, which differ from the disclosure
requirements and practices of US proxy solicitation and tender
offer rules. 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. However, if Bidco were to
elect to implement the Increased and Final Offer 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 Exchange Act and Regulation 14E thereunder. Such Takeover
Offer would be made in the United States by Bidco and no one else.
In addition to any such Takeover Offer, Bidco, 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 Exchange Act.
Forward looking statements
This announcement, the Initial Offer Announcement and the Scheme
Document contain statements with respect to Fiserv, Bidco and
Monitise that are or may be forward looking statements. All
statements other than statements of historical facts included in
this announcement, the Announcement and the Scheme Document may be
forward looking statements. Forward looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "aim", "will", "may", "would",
"could" or "should" or other words of similar 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 conditions, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the operations of the Monitise Group and
potential synergies resulting from the Increased and Final Offer;
and (iii) the effects of government regulation on the business of
the Monitise Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these 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 persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. None
of Fiserv, Bidco or Monitise undertake any obligation to update
publicly or revise forward-looking or other statements contained in
this announcement, the Initial Offer Announcement or the Scheme
Document 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, the Initial Offer
Announcement or the Scheme Document is intended as a profit
forecast or estimate for any period and no statement in this
announcement, the Initial Offer Announcement or the Scheme Document
should be interpreted to mean that earnings or earnings per
ordinary share for Monitise for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per ordinary share for Monitise.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Panel, to implement the Increased and Final Offer by way of a
Takeover Offer for the entire issued and to be issued 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
as those which would apply to the Scheme (subject to appropriate
amendments), so far as applicable.
Publication on a website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Fiserv's website at
www.fiserv.com/offer_for_monitise_plc and on Monitise's website at
www.monitise.com by no later than 12 noon (London time) the 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.
Information relating to Monitise Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Monitise Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Monitise may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 one 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(s), 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 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 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.
APPIX I
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,
Monitise's unaudited half-year report for the six months ended 31
December 2016 or Monitise's trading update announcement for the
year ended 30 June 2017, dated 27 July 2017 and in addition,
business unit information from Monitise's management accounts for
the year ended 30 June 2017.
(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 second quarter results for the six months
ended 30 June 2017.
(iii) The value of the Increased and Final Offer is based upon the following:
(i) 2,317,865,290 Monitise Shares in issue on 4 August 2017
(being the last Business Day prior to this announcement);
(ii) up to 1,276,650 Monitise Shares which will be newly issued
to satisfy options that are exercisable under the Monitise Share
Schemes as at 4 August 2017 (being the last Business Day prior to
this announcement) and have an Exercise Price lower than the
Increased and Final Offer Price;
(iii) up to 88,856,282 Monitise Shares which will be newly
issued to satisfy options that will become exercisable in
connection with the Acquisition as at 4 August 2017 (being the last
Business Day prior to this announcement) and have an Exercise Price
lower than the Increased and Final 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 Increased and Final 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 30 June 2017, Monitise held GBP22.2 million of cash
on its balance sheet, which represents 0.96 pence of cash per
Monitise Share. Adjusting the Increased and Final Offer Price for
this cash implies a cash adjusted offer price of 2.14 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 1.34 pence for each Monitise Share. Accordingly,
on a cash adjusted basis, the implied premium is 59.6 per cent.
APPENDIX II
IRREVOCABLE UNDERTAKINGS
Bidco has received irrevocable undertakings from the following
holders or controllers of Monitise Shares to vote in favour of the
Scheme at the Court Meeting and the resolution necessary to
implement the Scheme at the General Meeting:
Monitise Shares subject to irrevocable undertakings
Name Number of Monitise % of Monitise
Shares Shares in issue
Fatih Isbecer 61,850,028 2.67%
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 65,434,354 2.82%
* Shares held by Tim Wade's wife
The following Monitise Shareholders have
given letters of intent to vote in favour
of the Acquisition:
Monitise Shares subject to letters of intent
Name Number of Monitise % of Monitise
Shares Shares in issue
Banco Santander
SA 108,196,721 4.67%
Visa, Inc. 55,946,391 2.41%
Total 164,143,112 7.08%
Total Monitise
Shares subject
to irrevocable
undertakings
and letters
of intent 229,577,466 9.90%
Therefore, in aggregate, Bidco has now received undertakings and
letters of intent to vote or procure votes in favour of the Scheme
at the Court Meeting and the resolution necessary to implement the
Scheme to be proposed at the General Meeting (or, in the event that
the Acquisition is implemented by way of a Takeover Offer, accept
or procure acceptance of that offer, subject to the conditions
below) in respect of 229,577,466 Monitise Shares, representing
approximately 9.90 per cent. of the existing issued share capital
of Monitise.
The irrevocable undertakings will only cease to be binding
if:
a) 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
b) 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.
The letters of intent are not legally binding.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPDMGGRGVRGNZZ
(END) Dow Jones Newswires
August 07, 2017 02:00 ET (06:00 GMT)
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