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Monitise PLC (MONI)

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Monday 17 July, 2017

Monitise PLC

Irrevocable Undertakings and Letter of Intent

RNS Number : 1830L
Monitise PLC
17 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 ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

17 July 2017

RECOMMENDED CASH ACQUISITION

of

MONITISE PLC ("Monitise")

by

FISERV UK LIMITED

(an indirect wholly-owned subsidiary of Fiserv, Inc. ("Fiserv"))

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Announcement of Irrevocable Undertakings and Letter of Intent

 

On 13 June 2017, Fiserv released an announcement in accordance with Rule 2.7 of the Code (the "Offer Announcement") relating to a recommended cash offer for the entire issued and to be issued share capital of Monitise at a price of 2.9 pence per share, valuing Monitise at approximately £70 million.

In the Offer Announcement, it was stated that Fiserv had received irrevocable undertakings from the Monitise Directors to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in respect of a total of 3,584,326 Monitise Shares (representing, in aggregate, approximately 0.15 per cent. of Monitise's ordinary share capital).

Further to the Offer Announcement and the posting of the Scheme Document to Monitise Shareholders on 3 July 2017, it is today announced that Fiserv and Monitise have received an irrevocable undertaking to vote in favour of the Acquisition from Fatih Isbecer in respect of 61,850,028 Monitise Shares, representing approximately 2.67 per cent. of Monitise's ordinary share capital, and a letter of intent from Visa, Inc. in respect of 55,946,391 Monitise Shares, representing approximately 2.41% of Monitise's ordinary share capital.

Together with the other irrevocable undertakings received by Fiserv as disclosed in the Offer Announcement, Fiserv and Monitise have now received irrevocable undertakings and letters of intent to vote in favour of the Acquisition in respect of aggregate holdings of 121,380,745 ordinary shares, which represent approximately 5.24% per cent. of Monitise's ordinary share capital.

A summary of the irrevocable undertakings and the letter of intent is contained in Appendix I to this announcement.

As set out in the Scheme Document, the latest times for receipt of forms of proxy for the Court Meeting and the General Meeting are 10.30 am and 10.45 am respectively on 24 July 2017.

Unless otherwise stated defined terms used in this announcement shall have the same meaning as given to them in the Scheme Document.

 

 

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.

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 KingdomPersons 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 requirementsAny 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 actionIn 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 jurisdictionTo 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 JurisdictionAccordingly, 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 JurisdictionIn 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 WalesThe 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 ActAccordingly, 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 the irrevocable undertakings and the letter of intent given by Monitise Shareholders 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.

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.

 



 

APPENDIX I
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

Details of irrevocable undertakings and the letter of intent

The following Monitise Shareholders have given irrevocable undertakings on the terms summarised below:


Monitise Shares subject to irrevocable undertakings

Name

Number of Monitise Shares

% of Monitise 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 Shareholder has given a letter of intent to vote in favour of the Acquisition:


Monitise Shares subject to a letter of intent

Name

Number of Monitise Shares

% of Monitise Shares in issue

Visa, Inc.

55,946,391

2.41%




Total Monitise Shares subject to irrevocable undertakings and letter of intent

121,380,745

5.24%

 

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 letter of intent is not legally binding.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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