TIDMMONI TIDMTTM
RNS Number : 0361P
Monitise PLC
25 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
25 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
Results of Court Meeting and General Meeting
The board of directors of Monitise plc ("Monitise") is pleased
to announce that at the Court Meeting held earlier today, the
requisite majority of Monitise Shareholders voted to approve the
recommended cash offer for the entire issued and to be issued share
capital of Monitise by Fiserv UK Limited ("Bidco") (an indirect
wholly-owned subsidiary of Fiserv, Inc. ("Fiserv")) to be effected
by way of a Court sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 ("Scheme"). In addition, the special
resolution to approve the Scheme and to amend the articles of
association of Monitise proposed at the subsequent General Meeting
was also duly passed.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting contained in the scheme
document dated and sent to Monitise Shareholders on 3 July 2017
(the "Scheme Document") and the supplementary circular dated and
sent to Monitise Shareholders on 11 August 2017 (the "Supplementary
Circular"). The Scheme Document and Supplementary Circular are
available on Monitise's website at www.monitise.com and on Fiserv's
website at www.fiserv.com/offer_for_monitise_plc.
Upon the Scheme becoming Effective, Scheme Shareholders will
receive 3.1 pence in cash for each Scheme Share as soon as
practicable and, in any event, not later than 14 days after the
Effective Date.
Voting Results of the Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy) on the poll,
representing more than 75 per cent. (75%) in value of those Scheme
Shares that voted, voted in favour of the Scheme and, accordingly,
the resolution to approve the Scheme was duly passed. The table
below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder, present in person or by proxy, was entitled to
one vote for each Scheme Share held at the Voting Record Time.
Number Percentage Number Percentage Percentage
of of of of Scheme of issued
Scheme Scheme Scheme Shares share
Shareholders Shareholders Shares voted (%) capital
who voted who voted voted (%)
(%)
--------- -------------- -------------- -------------- ----------- -----------
For 260 77.38 1,342,554,245 96.39 57.92
--------- -------------- -------------- -------------- ----------- -----------
Against 76 22.62 50,319,731 3.61 2.17
--------- -------------- -------------- -------------- ----------- -----------
TOTAL 336 100 1,392,873,976 100 60.09
--------- -------------- -------------- -------------- ----------- -----------
Voting Results of the General Meeting
At the General Meeting, the special resolution to approve the
Scheme, authorise directors to take all such actions as they may
consider necessary to carry the Scheme into full effect and to
amend the articles by the adoption of the new article 140, was duly
passed on a poll. The table below sets out the voting results at
the General Meeting. Each Monitise Shareholder, present in person
or by proxy, was entitled to one vote for each Monitise Share held
at the Voting Record Time.
Number of Number of Percentage
Monitise Monitise of
Shareholders Shares voted Monitise
who voted Shares voted
(%)
---------- -------------- -------------- --------------
For 244 1,345,057,329 95.73
---------- -------------- -------------- --------------
Against 73 60,033,313 4.27
---------- -------------- -------------- --------------
Withheld 3 64,724 -
---------- -------------- -------------- --------------
TOTAL 320 1,405,090,642 100
---------- -------------- -------------- --------------
Next Steps and Expected Timetable
The hearing of the petition to the Court to sanction the Scheme
is expected to take place on 31 August 2017.
Subject to the Court sanctioning the Scheme and the satisfaction
or, if capable of being waived, the waiver of certain other
outstanding Conditions, it is expected that the last day for
dealings in Monitise Shares on AIM will be 31 August 2017, that
dealings in the Monitise Shares will be suspended with effect from
7:30 a.m. on 1 September 2017 and that the Scheme will become
effective on the Effective Date of 1 September 2017.
Cancellation of admission of Monitise Shares to trading on AIM
and re-registration
If the Scheme becomes effective on 1 September 2017, 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 its 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
The above dates depend on, amongst other things, the date upon
which the Court sanctions the Scheme, the date on which the Court
Order is delivered to the Registrar of Companies and whether the
Conditions are satisfied or, if capable of waiver, waived.
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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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