TIDMMONI TIDMTTM
RNS Number : 7222N
Monitise PLC
11 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
11 August 2017
INCREASED AND FINAL RECOMMED CASH ACQUISITION
of
MONITISE PLC
by
FISERV UK LIMITED
(an indirect wholly-owned subsidiary of Fiserv, Inc.)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Supplementary Circular
and
Notice of Reconvened Meetings
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 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.
On 7 August 2017, the boards of Fiserv and Monitise announced
that they had agreed the terms of an increased and final
recommended cash offer to be made by Bidco for Monitise (the
"Increased and Final Offer").
Monitise is pleased to announce that a supplementary circular
setting out, inter alia, details of the Increased and Final Offer,
notices of the Reconvened Court Meeting and the Reconvened General
Meeting, a revised timetable for the Scheme and full details of the
voting procedures for Monitise Shareholders (the "Supplementary
Circular"), is today being published and sent to Monitise
Shareholders.
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 ordinary share capital of Monitise at approximately
GBP75 million on a fully diluted basis.
The Supplementary Circular will be made available on Monitise's
website at www.monitise.com and on Fiserv's website at
www.fiserv.com/offer_for_monitise_plc.
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.
Notices of the Reconvened Meetings and Action to be taken by
Monitise Shareholders
Details of the Reconvened Court Meeting and the Reconvened
General Meeting, which are to be held at the offices of White &
Case LLP, 5 Old Broad Street, London, EC2N 1DW on 25 August 2017,
are set out in the Supplementary Circular. The Reconvened Court
Meeting will commence at 10:30 am (UK time) and the Reconvened
General Meeting at 10:45 am (UK time) (or as soon thereafter as the
Reconvened Court Meeting is concluded or adjourned).
-- 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 are 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.
Timetable
The Supplementary Circular contains an updated expected
timetable of principal events relating to the Scheme, which is also
attached as an appendix to this announcement. Subject to obtaining
the approval of Monitise Shareholders and the Court, and the
satisfaction or, where applicable, the waiver of the other
Conditions (as set out in the Scheme Document), the Scheme is
expected to become effective on 1 September 2017.
If any of the key dates set out in the timetable change,
Monitise will give notice of this change by issuing an announcement
through a Regulatory Information Service and by making such
announcement available on Monitise's website at
www.monitise.com.
Information for Monitise Shareholders
If you have any questions about this announcement, the
Supplementary Circular, the Reconvened Court Meeting or the
Reconvened General Meeting, or are in any doubt as to how to
complete the Forms of Proxy, please call Equiniti, the Company's
registrar, between 8:30 am and 5:30 pm on Monday to Friday, on 0333
207 6513 from within the United Kingdom (excluding public holidays
in England and Wales) or on +44 121 415 0992 if calling from
outside the United Kingdom. Calls to the Shareholder helpline from
outside the United Kingdom will be charged at the applicable
international rate. Different charges may apply to calls from
mobile telephones. Please note that calls may be monitored or
recorded and Equiniti cannot provide legal, tax or financial advice
or advice on the merits of the Scheme.
Cancellation of admission of Monitise Shares to trading on AIM
and re-registration
It is intended that dealings in Monitise Shares on AIM will be
suspended at 7:30 am on the Effective Date of 1 September 2017. It
is further intended that an application will be made to the London
Stock Exchange for the cancellation of the admission of Monitise
Shares to trading on AIM, such cancellation to be effective at 7:00
am on 4 September 2017, the Business Day after the Effective
Date.
On the Effective Date, share certificates in respect of 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.
It is also intended that, following the Effective Date and after
the admission of Monitise Shares to trading on AIM has been
cancelled, Monitise will be re-registered as a private limited
company pursuant to the relevant provisions of the 2006 Act.
General
Save as set out above and in the Supplementary Circular, the
Increased and Final Offer remains subject to the terms and
conditions set out in the original Scheme Document.
All references to time in this announcement are to London time.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document and the Supplementary Circular.
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.
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, the Supplementary
Circular 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 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.
Publication on a website
A copy of this announcement and the Supplementary Circular 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.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following updated indicative timetable sets out expected
dates for the implementation of the Scheme. All references in this
document to times are to London time unless otherwise stated.
Event Time and/or date
Latest time for lodging Forms of Proxy
for the:
(a) Reconvened Court Meeting (blue form) 10:30 am on 23 August
2017(1)
(b) Reconvened General Meeting (white form) 10:45 am on 23 August
2017(2)
Voting Record Time for the Reconvened Court 6:30 pm on 23 August
Meeting 2017(3)
Voting Record Time for the Reconvened General 6:30 pm on 23 August
Meeting 2017
Reconvened Court Meeting 10:30 am on 25 August
2017
Reconvened General Meeting 10:45 am on 25 August
2017(4)
The following dates are indicative only
and are subject to change (5)
Court Hearing to sanction the Scheme(6) 31 August 2017
Last day of dealings in, and for registrations 6:00 pm on 31 August
of transfers of, and disablement in CREST 2017
of, Monitise Shares
Scheme Record Time 6:00 pm on 31 August
2017
Dealings in Monitise Shares suspended 7:30 am on 1 September
2017
Effective Date of the Scheme 1 September 2017
Cancellation of admission to trading on 7:00 am on 4 September
AIM of Monitise Shares 2017
Latest date for despatch of cheques and by the end of 15 September
crediting of CREST accounts for cash consideration 2017
due under the Scheme
Long Stop Date 15 September 2017(7)
NOTES:
1. It is requested that blue Forms of Proxy for the Reconvened
Court Meeting be lodged not later than 48 hours prior to the time
appointed for the Reconvened Court Meeting (excluding any part of
such 48 hour period falling on a weekend or a public holiday in the
UK). Blue Forms of Proxy not so lodged may be handed to the
Chairman of the Reconvened Court Meeting at the Reconvened Court
Meeting before the taking of the poll.
2. White Forms of Proxy for the Reconvened General Meeting must
be lodged not later than 48 hours prior to the time appointed for
the Reconvened General Meeting (excluding any part of such 48 hour
period falling on a weekend or a public holiday in the UK).
3. If either the Reconvened Court Meeting or the Reconvened
General Meeting is adjourned, the Voting Record Time for the
relevant adjourned meeting will be 6:30 pm on the day which is two
Business Days' prior to the date of the adjourned meeting.
4. Or as soon thereafter as the Reconvened Court Meeting shall
have concluded or been adjourned.
5. These dates are indicative only and will depend, among other
things, on the date upon which (i) Conditions are satisfied or, if
capable of waiver, waived; (ii) the Court sanctions the Scheme; and
(iii) the Court Order is delivered to the Registrar of Companies.
Monitise will give adequate notice of all of these dates, when
known, by issuing an announcement through a Regulatory Information
Service. Further updates or changes to other times or dates
indicated above shall, at Monitise's discretion, be notified in the
same way.
6. Monitise will announce the decision of the Court Hearing and
confirmation that the Scheme has become effective as soon as
practicable thereafter.
7. This is the latest date by which the Scheme may become
effective unless Monitise and Bidco agree, with the consent of the
Panel and (if required) the Court, a later date.
The Reconvened Court Meeting and the Reconvened General Meeting
will both be held at the office of White & Case LLP, 5 Old
Broad Street, London on 25 August 2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGUAWRUPMPGU
(END) Dow Jones Newswires
August 11, 2017 02:00 ET (06:00 GMT)
Monitise (LSE:MONI)
Historical Stock Chart
From May 2024 to Jun 2024
Monitise (LSE:MONI)
Historical Stock Chart
From Jun 2023 to Jun 2024