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MONI Monitise

3.09
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Monitise LSE:MONI London Ordinary Share GB00B1YMRB82 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 3.09 3.08 3.09 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Monitise PLC Fiserv offer for Monitise (9330H)

13/06/2017 9:28am

UK Regulatory


Monitise (LSE:MONI)
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TIDMMONI

RNS Number : 9330H

Monitise PLC

13 June 2017

Monitise plc

(The "Company")

Monitise plc copies here under the Monitise plc ticker (AIM:MONI) the following announcement that was released at 7.00am on the London Stock Exchange this morning:

Fiserv Inc -

Offer for Monitise plc

Released 07:00 13-Jun-2017

RNS Number : 9056H

Fiserv Inc

13 June 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

13 June 2017

RECOMMED CASH OFFER

for

MONITISE PLC

by

FISERV UK LIMITED

an indirect wholly-owned subsidiary of Fiserv, Inc.

Summary

-- The Boards of Fiserv, Inc. ("Fiserv") and Monitise plc ("Monitise") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Fiserv UK Limited ("Bidco") (an indirect wholly-owned subsidiary of Fiserv) for the entire issued and to be issued ordinary share capital of Monitise (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

-- Under the terms of the Acquisition, each Monitise Shareholder will be entitled to receive:

2.9 pence in cash per Monitise Share (the "Offer Price")

-- The Offer Price values the entire issued and to be issued ordinary share capital of Monitise at approximately GBP70 million and represents a premium of approximately:

- 26.1 per cent. to the Closing Price of 2.30 pence per Monitise Share on 12 June 2017 (being the last Business Day prior to this announcement);

- 24.2 per cent. to the volume weighted average Closing Price of 2.34 pence per Monitise Share for the three month period to 12 June 2017 (being the last Business Day prior to this announcement); and

- 53.5 per cent. on a cash adjusted basis as at 12 June 2017 (being the last Business Day prior to this announcement), adjusted for reported 31 December 2016 cash balances of GBP27.3m.

-- The Monitise Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Canaccord Genuity has taken into account the commercial assessments of the Monitise Directors. Accordingly, the Monitise Directors intend unanimously to recommend that Monitise Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as the Monitise Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 3,584,326 Monitise Shares (representing, in aggregate, approximately 0.15 per cent. of the Monitise Shares in issue on 12 June 2017 (being the last Business Day prior to this Announcement)). Full details of the irrevocable undertakings received by Fiserv and Bidco are set out in Appendix III to this Announcement.

-- Fiserv is a leading global provider of financial services technology, helping over 12,000 clients worldwide achieve best-in-class results by driving quality and innovation in payments, digital banking, processing services, risk and compliance, customer and channel management, and insights and optimization. Fiserv is publicly traded on the NASDAQ Global Select Market and part of the S&P 500 Index. Fiserv has been named among the FORTUNE Magazine World's Most Admired Companies(R) for four consecutive years, ranking first in its category for innovation in 2016 and 2017. Fiserv is headquartered in the United States and has approximately 23,000 employees in over 100 cities around the world.

-- Monitise is an AIM-listed financial services technology company headquartered in London, United Kingdom. Monitise focuses on accelerating the digital transformation of banks and financial institutions through its mobile banking and payments focused product offering. With over 400 employees, Monitise reported annual revenues of GBP67.6 million for the financial year ending 30 June 2016. Monitise has been listed on AIM since 2007.

-- It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if Fiserv so elects and with the consent of the Takeover Panel, a Takeover Offer). The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Monitise. The Scheme will be put to Monitise Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Monitise Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The implementation of the Scheme must also be approved by Monitise Shareholders at the General Meeting.

-- The Scheme Document will include full details of the Acquisition, together with notices of the Court Meeting and General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition and will specify the necessary actions to be taken by Monitise Shareholders. The Scheme Document will be despatched to Monitise Shareholders within 28 days of the date of this Announcement, unless Fiserv and Monitise otherwise agree, and the Takeover Panel consents, to a later date.

-- The Acquisition is expected to complete in the third quarter of calendar year 2017, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

Commenting on the Acquisition, Jeff Yabuki, President and Chief Executive Officer of Fiserv, said:

"Monitise has been a global pioneer and innovator in digital banking for more than a decade. Combining its talented associates and advanced technologies with leading digital solutions from Fiserv will expand our clients' ability to provide differentiated experiences to their customers."

Commenting on the Acquisition, Peter Ayliffe Chairman of Monitise, said:

"Following the simplification and stabilisation of the Monitise Group and the focus on the development and marketing of its next generation digital banking technology FINkit(R), the Monitise Board has been regularly reviewing its medium to long-term options. In reaching its decision to recommend this offer, the Monitise Board has considered in great detail the best interests of all stakeholders and the Company as a whole. Recognising the growth challenges we continue to face, we believe that Fiserv's all-cash offer provides shareholders with certainty of value at a level in excess of the risk adjusted prospects of the Monitise Group on a standalone basis. In addition, Fiserv as a large and diversified international financial technology business, has the ability to accelerate the growth of the business through greater scale, investment, and routes to market."

Commenting on the Acquisition, Lee Cameron, Chief Executive Officer of Monitise, said:

"We are proud of the talented people and innovative technology solutions across the Monitise businesses. Fiserv is well-positioned to carry this business forward given its strength in digital banking and extensive client network. Following the completion of this transaction, we are confident that Monitise clients will be served well by Fiserv and its long-standing commitment to creating value for its clients."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

 
 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 20 7947 4489 
      Nita Shah                                              Tel: +44 77 1091 0563 
 

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 once it has been despatched.

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.

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 Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Monitise Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Monitise Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Fiserv will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act of 1934, as amended (the "US Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any states securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Financial statements, and all 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 or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. However, if Fiserv were to elect to implement the Acquisition 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 US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Fiserv and no one else. In addition to any such Takeover Offer, Fiserv, 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 US Exchange Act.

Cautionary note regarding 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.

Right to switch to a Takeover Offer

Fiserv reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Monitise as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Fiserv so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code 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.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting J.P. Morgan on +44 20 7742 4000 or Canaccord Genuity on +44 20 7523 8000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Monitise Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Monitise Shareholders, persons with information rights and other relevant persons for the receipt of communications from Monitise may be provided to Fiserv and Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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.

Rule 2.9 requirement

In accordance with Rule 2.9 of the Code, Monitise confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 2,317,865,290 ordinary shares of 1 pence each. The ISIN of the Monitise Shares is GB00B1YMRB82.

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

13 June 2017

RECOMMED CASH OFFER

for

MONITISE PLC

by

FISERV UK LIMITED

an indirect wholly-owned subsidiary of Fiserv, Inc.

   1.         Introduction 

The Boards of Fiserv and Monitise are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Fiserv UK Limited ("Bidco") (an indirect wholly-owned subsidiary of Fiserv) for the entire issued and to be issued ordinary share capital of Monitise (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

   2.         The Acquisition 

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each Monitise Shareholder will be entitled to receive:

2.9 pence in cash per Monitise Share (the "Offer Price")

The Offer Price values the entire issued and to be issued ordinary share capital of Monitise at approximately GBP70 million and represents a premium of approximately:

- 26.1 per cent. to the Closing Price of 2.30 pence per Monitise Share on 12 June 2017 (being the last Business Day prior to this announcement);

- 24.2 per cent. to the volume weighted average Closing Price of 2.34 pence per Monitise Share for the three month period to 12 June 2017 (being the last Business Day prior to this announcement); and

- 53.5 per cent. on a cash adjusted basis as at 12 June 2017 (being the last Business Day prior to this announcement), adjusted for reported 31 December 2016 cash balances of GBP27.3m.

If any dividend or other distribution in respect of the Monitise Shares is declared, paid or made on or after the date of this Announcement, Fiserv reserves the right to reduce the consideration payable for each Monitise Share under the terms of the Acquisition by the amount per Monitise Share of such dividend or distribution.

   3.         Background to and reasons for the Acquisition 

Monitise has been a global pioneer and innovator in digital banking with a portfolio of solutions that help some of the world's most trusted financial institutions design, build, run and deliver innovative digital banking experiences. Fiserv believes that Monitise's business will enhance its suite of technologies that enable financial institutions to meet rapidly evolving consumer expectations for financial services, give Fiserv increased access to clients in various geographic markets and expand relationships with mutual clients. In addition, given the significant technological changes and opportunities that are expected in digital banking in the years to come, Fiserv believes that its financial and technology resources and extensive client network should enable Monitise to accelerate the development and distribution of key technologies.

The Acquisition seeks to further Fiserv's capabilities to deliver technology that facilitates compelling digital experiences and faster time to market, aligned with its mission to provide integrated technology and services solutions that enable best-in-class results for its clients. Fiserv intends to leverage Monitise's FINkit(R) technology and development teams to accelerate the integration of existing online and mobile banking capabilities, and user experiences, into a newly enhanced digital banking platform, resulting in improved speed to market of new features while targeting a lower total cost of ownership. This next generation digital banking platform is expected to be available to leading financial institutions worldwide within 12-18 months following completion.

Fiserv believes that the Acquisition represents a strong strategic fit and should further enhance Fiserv's ability to deliver innovative digital products and services to clients around the world.

   4.         Management, employees and locations of the Monitise Group 

Fiserv attaches great importance to the skills, knowledge and expertise of Monitise's existing management and employees. In this regard, Fiserv confirms that it intends to safeguard fully the existing employment and pension rights of all Monitise management and employees in accordance with applicable law and to comply with Monitise's pension obligations for existing employees and members of Monitise's pension schemes.

Whilst detailed discussions with Monitise regarding the integration of the Monitise businesses into the Fiserv Group have not yet taken place, Fiserv intends to integrate the digital businesses consistent with its mission of providing integrated technology and services solutions that enable best-in-class results for its clients. Following the Effective Date, cost savings may be realised in areas typical to a transaction of this nature, including: through the elimination of administrative costs associated with Monitise's current status as a listed company, which will cease to be required following the Acquisition; in areas where there is an overlap of function; and from capturing operational efficiencies by leveraging shared operating environments and support services.

Additionally, Fiserv recognises the importance of retaining the necessary skills and experience within the Monitise business in the period following the Effective Date. Fiserv therefore may put in place retention and incentivisation arrangements as it deems necessary in due course.

Notwithstanding the foregoing, it is expected that all of the existing Monitise directors will resign as directors of Monitise immediately following the Effective Date.

Save as referred to above, and subject to the development and finalisation of post-Effective Date integration plans, Fiserv confirms that it has no current plans (i) to change the principal locations of Monitise's businesses or (ii) to redeploy any of Monitise's fixed assets.

   5.         Recommendation by Monitise Directors 

The Monitise Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Monitise Directors, Canaccord Genuity has taken into account the commercial assessments of the Monitise Directors.

Accordingly, the Monitise Directors intend unanimously to recommend that Monitise Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Monitise Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 3,584,326 Monitise Shares (representing, in aggregate, approximately 0.15 per cent. of the Monitise Shares in issue on 12 June 2017 (being the last Business Day prior to this Announcement)).

   6.         Background to and reasons for the Monitise Directors' recommendation 

Monitise is a specialist in financial services technology focused on accelerating the digital transformation of banks and financial institutions. Monitise's portfolio of platforms, products and services are designed to help financial institutions around the world design, build and run services delivered to customers through digital channels.

Having been founded in 2003, before the advent of smartphones, Monitise was an early pioneer in digital financial services, and became a public company in 2007. Monitise enjoyed sequential periods of high revenue growth, primarily from upfront license fees and development and integration services, as it invested in its technologies and global reach in enabling banks to harness the power and capability of mobile services. In recent years however, the pace of change in the market has led to greater competition and diversity of offerings and, whilst Monitise has a significant level of experience and heritage, it became imperative for the Company to invest in new technology to remain relevant in this dynamic space whilst transitioning the business model to generate sustainable longer-term subscription based revenue.

In response to increasing competitiveness and rapid technological evolution in the sector, the Company has refocused the business on developing and marketing its next generation technology: FINkit(R), which comprises a cloud based digital platform, toolkit and capabilities that enable banks to significantly increase the pace of innovation. FINkit(R) enables banks to deploy their own products and services and to collaborate with the increasing number of financial technology providers that have emerged to develop compelling, customer-centric propositions.

In addition, Monitise made significant changes to its corporate and management structure and embarked on a wide-ranging transformation programme from March 2015 designed to address continuing substantial losses being incurred by the Group. This transformation programme was accelerated throughout 2016 and has successfully stabilised the financial position of the Group, with two consecutive six month periods of positive EBITDA delivered through to 31 December 2016. Key changes underpinning this improvement in performance were downsizing, with headcount reducing from 850 to 420 from June 2015 to December 2016, shifting the cost model of the Group from a largely fixed cost structure to a more variable cost structure, simplification of the business, enabling transparency and ownership of financial performance, and the exit of a number of onerous contracts.

Whilst the Group structure has been streamlined and the operations stabilised, as previously announced, Monitise continues to experience declining revenues in certain of its operations, Americas (Monitise Vantage Platform) and Europe (Monitise Enterprise Platform). Elsewhere across the Group, revenue reductions have also been experienced by the Big Radical (formerly Monitise Create) and MEA business units, although each have won new business and are making progress. Monitise's Content business, primarily trading as myvouchercodes.co.uk, has experienced sustained strong growth and is a highly profitable business unit. In addition to the improvements in the cost base, the Monitise Board also has considered on several occasions divestment of non-core businesses as well as the previously announced consideration of the sale of the Group in January 2015.

The simplification and stabilisation of the Group has provided Monitise with the ability to assess its medium to long-term options, whilst maintaining a focus on marketing FINkit(R) as the route to future growth. Monitise remains engaged with existing and prospective clients and have several potential FINkit(R) agreements under active consideration. However, despite launching FINkit(R) to the market in late 2015, Monitise has yet to sign its first FINkit(R) contract. The challenges that the Company has experienced in seeking its first FINkit(R) contract include: (i) the long and complex sales cycle when engaging with large financial institutions, (ii) customers' perception of Monitise's size and financial wherewithal compared to its customers and peers, (iii) its position and history as a pioneer, compared to new and emerging FinTech competitors, and (iv) the overall increased competition as the market in digital financial services evolves.

In a desire to accelerate growth in the deployment of FINkit(R), Monitise has explored other avenues to market, including exploring possible licensing and distribution agreements with larger international financial services technology companies. In this regard, Monitise and Fiserv commenced discussions during which, as they evolved, it became clear that an acquisition of Monitise by Fiserv could provide Monitise Shareholders with an attractive and immediate premium for their shares in cash, whilst also providing Monitise stakeholders, including employees and customers, with a highly attractive platform upon which to accelerate the continued delivery of compelling, customer-centric propositions.

The Monitise Board strongly believes that the integration of Monitise within Fiserv can accelerate the growth of the business, specifically FINkit(R), through greater scale, investment, improved routes to market, further ability to leverage existing partnerships, sales teams and the combination of complementary product portfolios. The Monitise Board is aware of the benefits such investment and scale would bring and the importance of these benefits to the future success of the Group and to Monitise's customers and employees. Were a transaction with Fiserv not to take place and in the likely absence of any material FINkit(R) signings in the near term, the Board will need to re-consider divestment of non-core businesses and the overall strategy of the Group.

Taking into account the considerations above, the Monitise Directors consider that the Acquisition provides Monitise Shareholders with certainty of value at a level in excess of the risk adjusted prospects of the Monitise Group on a standalone basis. The Offer Price represents a significant premium, in cash, of approximately 26.1% to the Closing Price of Monitise shares on 12 June 2017 and approximately 24.2% to the three month volume weighted average Closing Price to 12 June 2017. Adjusting for the reported cash balance held by Monitise as at 31 December 2016, on a cash adjusted basis the Offer Price represents a 53.5% premium to the cash adjusted Monitise Closing Price on 12 June 2017.

   7.         Irrevocable undertakings 

Fiserv and Bidco have received irrevocable undertakings from each of the Monitise Directors to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Fiserv exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure acceptance of such offer) from all of the Monitise Directors who hold Monitise Shares (in a personal capacity or through a nominee) in respect of their entire beneficial holdings of Monitise Shares, amounting, in aggregate, to 3,584,326 Monitise Shares (representing, in aggregate, approximately 0.15 per cent. of the Monitise Shares in issue on 12 June 2017 (being the last Business Day prior to this Announcement).

Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

   8.         Information on Fiserv and Bidco 

Fiserv

Fiserv is a leading global provider of financial services technology, helping over 12,000 clients worldwide achieve best-in-class results by driving quality and innovation in payments, digital banking, processing services, risk and compliance, customer and channel management, and insights and optimization. Fiserv is publicly traded on the NASDAQ Global Select Market and part of the S&P 500 Index. Fiserv has been named among the FORTUNE Magazine World's Most Admired Companies(R) for four consecutive years, ranking first in its category for innovation in 2016 and 2017. Fiserv is headquartered in the United States and has approximately 23,000 employees in over 100 cities around the world.

Bidco

Bidco is a wholly owned indirect subsidiary of Fiserv, established for the purpose of making the Acquisition and is incorporated under the laws of England and Wales.

   9.         Information on Monitise 

Monitise is an AIM-listed financial services technology company headquartered in London, United Kingdom. Monitise focuses on accelerating the digital transformation of banks and financial institutions through its mobile banking and payments focused product offering. With over 400 employees, Monitise reported annual revenue of GBP67.6 million for the financial year ending 30 June 2016. Monitise has been listed on AIM since 2007.

The group consists of five business units: FINkit(R), Monitise Americas, Monitise MEA, Monitise Content and Big Radical.

FINkit(R)

FINkit(R) is a cloud native technology platform that empowers banks to execute innovative technology quickly. These capabilities include:

-- a platform and toolkit providing an application development and operations environment for security, compliance and performance;

   --          an engagement model underpinned by FINkit(R)'s delivery tool chain; and 

-- a partnership programme focussed on enabling collaboration between Banks and the FinTech community.

FINkit(R) builds upon over a decade of experience Monitise has of delivering digital services to banks and financial services partners. This business unit also includes those banks continuing to operate on the Monitise Enterprise Platform.

Monitise Americas

The Americas business comprises the Monitise Vantage Platform which powers mobile banking and messaging services for banks and credit unions across the Americas. The Americas division specialises in Mobile Banking, Enterprise Alerting and SMS Banking; using enterprise technology combined with human-led design to enhance the digital experience for financial institutions and their customers. Headquartered in San Francisco, the Americas team delivers its products through a secure, proven digital banking platform.

Monitise MEA

The MEA division operates as a digital design studio and software developer for mobile technology. The division focuses on innovation, and develops turnkey products with premium services to help enterprises transform digitally. The business has customers in Turkey and the Middle East. MEA also provides technology and engineering support to other Group businesses.

Monitise Content

Monitise Content, trading as myvouchercodes.co.uk, is a digital platform connecting money saving offers from brands, across all shopping categories including holidays, fashion and restaurants, to consumers. The portfolio also extends to operations serving consumers in territories including the US, Germany, Australia and France. Utilising proprietary technology Monitise Content also operates a number of digital ticketing transactional platforms.

Big Radical

Big Radical (formerly Monitise Create) is a product development studio of designers, engineers, project coaches and business innovators based in London. Big Radical delivers a digital agency capability which provides strategy consultancy, human first digital design and UI/UX expertise to its clients which are from a variety of industries including financial services, leisure, automotive and services.

   10.       Monitise Share Schemes 

The Acquisition will affect participants in the Monitise Share Schemes. In summary, Bidco and Monitise have agreed that Bidco will make appropriate proposals to the holders of such options and awards in accordance with Rule 15 of the Code, and each grant of such options and awards shall be treated in accordance with the rules applicable to it. Further details of these arrangements will be communicated to participants of the Monitise Share Schemes in due course.

   11.       Financing 

The cash consideration payable under the terms of the Acquisition will be funded by drawing down on Fiserv's existing revolving credit facility.

J.P. Morgan, financial adviser to Fiserv and Bidco, is satisfied that sufficient cash resources are available to Bidco to satisfy in full the cash consideration payable to Monitise Shareholders in connection with the Acquisition.

   12.       Offer-related arrangements 

Confidentiality Agreement

Fiserv entered into discussions with Monitise with a view to securing a FINkit(R) licencing and distribution agreement, potentially combined with a capital investment in Monitise. It was in the context of those discussions that Fiserv and Monitise entered into a confidentiality agreement dated 1 January 2017 (the "Confidentiality Agreement"). It is this Confidentiality Agreement that has continued to bind the parties with respect to their discussions and the information exchanged between them. Pursuant to the terms of the Confidentiality Agreement, Fiserv has undertaken to keep confidential information relating to Monitise and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations shall remain in force for a period of 24 months from the date of the Confidentiality Agreement. The Confidentiality Agreement further includes customary non-solicitation provisions.

   13.       Structure of the Acquisition 

Scheme

The Acquisition will be effected by a Court-sanctioned scheme of arrangement between Monitise and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued, and to be issued, ordinary share capital of Monitise. Under the Scheme, the Acquisition is to be achieved by the:

-- transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme; and

-- passing of the Resolutions at the General Meeting (including amendments to Monitise's Articles to ensure that any Monitise Shares issued between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Monitise Shares issued after the Scheme Record Time will automatically be acquired by Bidco).

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things, the:

a) approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

b) approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Court Hearing.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the necessary actions to be taken by Scheme Shareholders. The Scheme will be governed by the laws of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Monitise Shareholders within 28 days of the date of this Announcement, unless Fiserv and Monitise otherwise agree, and the Takeover Panel consents to, a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Fiserv's website at www.fiserv.com/offer_for_monitise_plc and Monitise's website at www.monitise.com.

Subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, Fiserv and Monitise currently expect the Acquisition to become Effective during the third quarter of calendar year 2017.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Fiserv, Bidco and Monitise may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

Right to switch to a Takeover Offer

Fiserv reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary 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 (subject to appropriate amendments) or, if Fiserv so decides, on such other terms being no less favourable, so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

   14.       Conditions 

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement, and to the full terms and conditions which will be set out in the Scheme Document.

   15.       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.

   16.       Disclosure of interests in Monitise 

As at the close of business on 12 June 2017, being the last Business Day prior to this Announcement, save for the irrevocable undertakings referred to in paragraph 7 (Irrevocable Undertakings) above, none of Bidco or any director of Bidco or any member of the Fiserv Group, or so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco (within the meaning of the Code):

   a)         had an interest in, or right to subscribe for, relevant securities of Monitise; 

b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Monitise;

c) had procured an irrevocable commitment to accept the terms of the Acquisition in respect of relevant securities of Monitise; or

d) had borrowed or lent any Monitise Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been neither on-lent or resold.

It has not been possible by the date of this Announcement to ascertain the interests in Monitise Shares (if any) of all of Bidco's concert parties. Further enquiries will be completed prior to publication of Fiserv's Opening Position Disclosure which will include details of any interests or short positions in, or rights to subscribe for, any relevant securities of Monitise held by all persons acting in concert with Bidco or Fiserv.

Furthermore, save for the irrevocable undertakings described in paragraph 7 (Irrevocable Undertakings) above, no arrangement exists between Bidco or Monitise or a person acting in concert with Bidco or Monitise in relation to Monitise Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Monitise Shares which may be an inducement to deal or refrain from dealing in such securities.

   17.       General 

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Monitise Shareholders and, for information only, to persons with information rights and to holders of options granted under the Monitise Share Schemes within 28 days of the date of this Announcement, unless Fiserv and Monitise otherwise agree, and the Takeover Panel consents, to a later date.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, Monitise Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

J.P. Morgan and Canaccord Genuity have each given and not withdrawn their consent 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.

Appendix I contains the Conditions and certain further terms of the Acquisition. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

   18.       Documents on display 

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Fiserv's website at www.fiserv.com/offer_for_monitise_plc and Monitise's website at www.monitise.com until the end of the Offer Period:

   --          the Confidentiality Agreement; 

-- the irrevocable undertakings referred to in paragraph 7 (Irrevocable Undertakings) above and described in Appendix III to this Announcement;

-- the Credit Agreement relating to the financing of the Acquisition described in paragraph 11; and

   --          a copy of this Announcement. 

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 20 7742 4000 
       Henry Capper                                          Tel: +44 20 7742 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 20 7947 4489 
      Nita Shah                                              Tel: +44 77 1091 0563 
 

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 once it has been despatched.

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.

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 Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Monitise Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Monitise Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Fiserv will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act of 1934, as amended (the "US Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any states securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Financial statements, and all 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 or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. However, if Fiserv were to elect to implement the Acquisition 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 US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Fiserv and no one else. In addition to any such Takeover Offer, Fiserv, 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 US Exchange Act.

Cautionary note regarding 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.

Right to switch to a Takeover Offer

Fiserv reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Monitise as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Fiserv so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code 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.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting J.P. Morgan on +44 20 7742 4000 or Canaccord Genuity on +44 20 7523 8000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Monitise Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Monitise Shareholders, persons with information rights and other relevant persons for the receipt of communications from Monitise may be provided to Fiserv and Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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.

Rule 2.9 requirement

In accordance with Rule 2.9 of the Code, Monitise confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 2,317,865,290 ordinary shares of 1 pence each. The ISIN of the Monitise Shares is GB00B1YMRB82.

Appendix I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part A: Conditions of the Scheme and the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject to the Code, by no later than the Long Stop Date:

   1.         The Scheme shall be subject to the following conditions: 

(a) its approval by a majority in number of the Scheme Shareholders and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) or any adjournment of any such meeting and who represent 75 per cent. in value of the Scheme Shares voted by those Monitise Shareholders;

(b) the passing of the Resolutions by the requisite majority of Monitise Shareholders at the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco, Fiserv and Monitise may agree and the Court may allow);

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Fiserv and Monitise);

   (d)        delivery of a copy of the Court Order to the Registrar of Companies; and 
   (e)        the Scheme becoming effective on or before 6.00 pm on the Long Stop Date. 

2. In addition, subject, as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

Regulatory Clearances

(a) in relation to the United Kingdom, in the event that the Competition and Markets Authority (the "CMA") commences an own-initiative investigation by way of an enquiry letter, it being established, in terms reasonably satisfactory to Fiserv, that neither the CMA nor the Secretary of State intends to refer the Acquisition for a CMA Phase 2 Reference;

(b) no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted or made any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition or the Wider Monitise Group as the case may be, in each case, taken as a whole):

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Fiserv Group or by any member of the Wider Monitise Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Monitise Group or any member of the Wider Fiserv Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that Fiserv elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Fiserv Group or the Wider Monitise Group to acquire or offer to acquire shares, other securities (or the equivalent) or interest in any member of the Wider Monitise Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Fiserv Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or other securities in Monitise or on the ability of any member of the Wider Monitise Group or any member of the Wider Fiserv Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Monitise Group;

(iv) except as Disclosed, result in any member of the Wider Monitise Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v) make the Acquisition, its implementation or the acquisition of any shares or other securities in, or control or management of, Monitise by any member of the Wider Fiserv Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment to the terms of the Acquisition or the acquisition of any shares or other securities in, or control or management of, Monitise by any member of the Wider Fiserv Group;

(vi) impose any material limitation on, or result in material delay in, the ability of any member of the Wider Fiserv Group or any member of the Wider Monitise Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Fiserv Group and/or the Wider Monitise Group;

(vii) require any member of the Wider Monitise Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider Monitise Group is a party;

(viii) otherwise materially adversely affect all or any of the business, assets, liabilities, profits, financial or trading position or prospects of any member of the Wider Monitise Group; or

(ix) all applicable waiting and other time periods (including any extensions thereof) during which any Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction in respect of the Acquisition or the acquisition of any Monitise Shares or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(c) each Governmental Entity, which regulates any member of the Monitise Group and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Monitise Group is required, or any Governmental Entity, whose prior approval, consent or non-objection of the Acquisition is otherwise required, or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such permissions and in each case the impact of which would materially adversely affect the Wider Monitise Group, taken as a whole;

Notifications, waiting periods and authorisations

(d) all notifications, filings or applications which are necessary in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations deemed reasonably necessary in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act in respect of, the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Monitise by any member of the Wider Fiserv Group having been obtained in terms and in a form reasonably satisfactory to Fiserv from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Monitise Group has entered into contractual arrangements and, to the extent that the Acquisition or such acquisitions would result in the termination or withdrawal of an Authorisation, all such Authorisations necessary to carry on the business of any member of the Wider Monitise Group in any jurisdiction which is material in the context of the Wider Monitise Group as a whole having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Monitise Shareholder resolution

(e) except with the consent or the agreement of Fiserv, no resolution of Monitise Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of Monitise Shareholders other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of Fiserv, no member of the Wider Monitise Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Takeover Panel or the approval of Monitise Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

(f) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Monitise Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Fiserv Group of any shares or other securities in Monitise or because of a change in the control or management of any member of the Wider Monitise Group or otherwise, would or might reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Monitise Group taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any member of the Wider Monitise Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of such member of the Wider Monitise Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Monitise Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider Monitise Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the Wider Monitise Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Monitise Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or materially affected or any onerous obligation or liability arising or any material adverse action being taken thereunder;

(vi) any member of the Wider Monitise Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the financial or trading position of, any material member of the Wider Monitise Group being materially prejudiced or adversely affected; or

(viii) the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Monitise Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Monitise Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (i) to (viii) above, in each case to the extent material in the context of the Wider Monitise Group;

Certain events occurring since 31 December 2016

(g) except as Disclosed, no member of the Wider Monitise Group having since 31 December 2016:

(i) issued or agreed to issue or authorised or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised the transfer or sale of Monitise Shares out of treasury (except, where relevant, as between Monitise and wholly-owned subsidiaries of Monitise or between the wholly-owned subsidiaries of Monitise and except for the issue or transfer out of treasury of Monitise Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Monitise Share Schemes);

(ii) recommended, declared, paid or made, or proposed to, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Monitise to Monitise or any of its wholly-owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Monitise and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Monitise and transactions in the ordinary course of business) implemented, effected, authorised or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Monitise Group taken as a whole;

(iv) except for transactions between Monitise and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Monitise and except for transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so to an extent which is material in the context of the Wider Monitise Group taken as whole;

(v) except for transactions between Monitise and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Monitise issued, authorised or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability (other than as incurred in the ordinary course of business) or incurred or increased any indebtedness which is material in the context of the Wider Monitise Group taken as a whole;

(vi) entered into or varied or authorised or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Monitise Group or which, taken together with any such material transaction, arrangement, agreement, contract or commitment is material in the context of the Wider Monitise Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Monitise Group, otherwise than in the ordinary course of business;

(viii) proposed, agreed to provide or modified the terms of any Monitise share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Monitise Group which is material in the context of the Wider Monitise Group taken as a whole, other than in the ordinary course of business;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Monitise and wholly-owned subsidiaries of Monitise or between the wholly-owned subsidiaries of Monitise and except for the issue or transfer out of treasury of Monitise Shares on the exercise of employee share options or vesting of employee share awards under the Monitise Share Schemes as Disclosed);

(x) waived, compromised or settled any claim which is material in the context of the Wider Monitise Group as a whole or in the context of the Acquisition;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Monitise Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Monitise Group taken as a whole;

(xii) save as required in connection with the adoption of the Monitise amended articles or the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents to an extent which is material in the context of the Acquisition;

(xiii) except in relation to changes made or agreed as a result of, or arising from changes to legislation, made or agreed or consented to any significant change to the following in a way that is material in the context of the Wider Monitise Group taken as a whole:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Monitise Group for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider Monitise Group taken as a whole;

(xiv) except as Disclosed, been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Monitise Group taken as a whole;

(xv) (other than in respect of a member of the Wider Monitise Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, which is in any such case material in the context of the Wider Monitise Group taken as a whole;

(xvi) (except for transactions between Monitise and its wholly-owned subsidiaries or between Monitise's wholly-owned subsidiaries) made, authorised or announced any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider Monitise Group as a whole or in the context of the Acquisition; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g);

No adverse change, litigation, regulatory enquiry or similar

   (h)        except as Disclosed, since 31 December 2016 there having been: 

(i) no material adverse change and no circumstance having arisen which would reasonably be expected to result in any material adverse change in, the business, assets, financial or trading position or profits, operational performance or prospects of any member of the Wider Monitise Group which is material in the context of the Wider Monitise Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Monitise Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Monitise Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Monitise Group taken as a whole;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Monitise Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Monitise Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Monitise Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider Monitise Group to an extent which is material in the context of the Wider Monitise Group taken as a whole; and

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Monitise Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Monitise Group taken as a whole;

No discovery of certain matters regarding information and liabilities, corruption and intellectual property

   (i)         except as Disclosed, Bidco not having discovered that: 

(i) any financial, business or other information concerning the Wider Monitise Group announced publicly and delivered by or on behalf of Monitise through a RIS prior to the date of this Announcement or disclosed to any member of the Wider Fiserv Group by or on behalf of any member of the Wider Monitise Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Monitise Group taken as a whole;

(ii) any member of the Wider Monitise Group, or any other person for whom any such person may be materially liable or responsible, has engaged in any activity which would constitute an offence under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iii) any member of the Wider Monitise Group, or any other person for whom any such person may be liable or responsible, has not engaged in any activities or business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states or any other governments or supranational body or authority in any jurisdiction;

(iv) any asset of the Wider Monitise Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(v) no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Monitise Group including: (A) any member of the Wider Monitise Group losing its title to any intellectual property or any intellectual property owned by the Wider Monitise Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Monitise Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider Monitise Group infringed the intellectual property rights of a third party or any member of the Wider Monitise Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Monitise Group taken as a whole.

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Takeover Panel, Bidco reserves the right in its sole discretion to waive (if capable of waiver) in whole or part, all or any of the above Conditions from "Regulatory Clearances" to "No discovery of certain matters regarding information and liabilities, corruption and intellectual property" of Part A (inclusive).

2. Condition 1 (Monitise shareholder approval) and the Conditions in Part A from "Regulatory Clearances" to "No discovery of certain matters regarding information and liabilities, corruption and intellectual property" of Part A (inclusive) must be fulfilled or waived by no later than 11:59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse or, if the Acquisition is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. Bidco shall be under no obligation to waive or treat as fulfilled any of the Conditions which are capable of being waived by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Scheme not to proceed, or to lapse, or so as to cause any Takeover Offer to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Condition 1 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 5 below in relation to any Takeover Offer) are not subject to this provision of the Code.

4. If Bidco is required by the Takeover Panel to make an offer for Monitise Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions and certain further terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5. Bidco reserves the right to elect (with the consent of the Takeover Panel) to implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of Fiserv, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Fiserv may decide with the consent of the Takeover Panel). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Monitise Shares are otherwise acquired, it is the intention of Fiserv to apply the provisions of the Companies Act to compulsorily acquire any outstanding Monitise Shares to which such Takeover Offer relates.

   6.         The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if: 

(i) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(ii) in so far as the Acquisition or any matter arising from the Scheme or Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference;

in each case, before the date of the Court Meeting.

7. Bidco reserves the right for any other member of the Fiserv Group from time to time to implement the Acquisition.

8. In the event the Acquisition is implemented, the Monitise Shares under offer will be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Monitise Shares.

9. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Monitise Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

10. Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

12. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by the laws of England and Wales and will be subject to the jurisdiction of the English courts and the Conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, AIM and the FCA.

1.

Appendix II

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 or Monitise's unaudited half-year report for the six months ended 31 December 2016.

(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 first quarter results for the three months ended 31 March 2017.

   (iii)       The value of the Acquisition is based upon the following: 

(i) 2,317,865,290 Monitise Shares in issue on 12 June 2017 (being the last Business Day prior to this Announcement);

(ii) up to 1,509,941 Monitise Shares which will be newly issued to satisfy options that are exercisable under the Monitise Share Schemes on 12 June 2017 and have an Exercise Price lower than the Offer Price;

(iii) up to 93,091,916 Monitise Shares which will be newly issued to satisfy options that will become exercisable in connection with the Acquisition and have an Exercise Price lower than the 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 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 31 December 2016, Monitise held GBP27.3 million of cash on its balance sheet, which represents 1.18 pence of cash per Monitise Share. Adjusting the Offer Price for this cash implies a cash adjusted offer price of 1.72 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 1.12 pence for each Monitise Share. Accordingly, on a cash adjusted basis, the implied premium is 53.5 per cent.

Appendix III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Fiserv has received irrevocable undertakings to accept the Offer Price in respect of a total of 3,584,326 Monitise Shares (representing, in aggregate, approximately 0.15 per cent. of Monitise's Shares in issue on 12 June 2017 (being the last Business Day prior to this Announcement)), comprised as follows:

Monitise Directors' (and certain of their immediate family members) irrevocable undertakings

 
 Name             Number of Monitise Shares   per cent. of Monitise Shares in issue 
---------------  --------------------------  -------------------------------------- 
 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                            3,584,326                                   0.15% 
 

In addition, the irrevocable undertaking from Lee Cameron will extend to any shares issued to him pursuant to share option entitlements that he holds, currently comprising options to subscribe for up to 10,750,000 Monitise Shares of which 9,750,000 options have an Exercise Price lower than the Offer Price.

The irrevocable undertakings from the Monitise Directors will only cease to be binding if:

-- the Scheme Document is not sent to Monitise Shareholders within 28 days (or such longer period as Fiserv and Monitise may agree with the consent of the Takeover Panel) after the date of this Announcement;

-- 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

-- 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.

Appendix IV

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

 
 Acquisition                   the recommended offer to be made by Bidco to acquire the entire issued and to be issued 
                               ordinary 
                               share capital of Monitise to be effected by means of the Scheme (or, if Fiserv so 
                               elects and 
                               subject to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to 
                               the 
                               conditions set out in the Scheme Document; 
 AIM                           a market operated by the London Stock Exchange; 
 AIM Rules                     the rules and regulations made by the London Stock Exchange applicable to companies 
                               listed 
                               on AIM and dated 3 July 2016 (as amended from time to time); 
 Announcement                  this announcement of the Acquisition made in accordance with Rule 2.7 of the Code; 
 Authorisations                authorisations, orders, recognitions, grants, consents, clearances, confirmations, 
                               certificates, 
                               licences, permissions, determinations, exemptions or approvals; 
 Bidco                         Fiserv UK Limited, a company incorporated in England and Wales with company number 
                               10801276 
                               whose registered office is Eversheds House, 70 Great Bridgewater Street, Manchester, 
                               United 
                               Kingdom, M1 5ES; 
 Business Day                  a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks 
                               are generally 
                               open for normal business in the City of London; 
 Canaccord Genuity             Canaccord Genuity Limited; 
 Closing Price                 the closing middle market quotation for a Monitise Share as derived from the Daily 
                               Official 
                               List on that day; 
 CMA                           the independent body which conducts inquiries into mergers, markets and the regulation 
                               of 
                               the major regulated industries in the United Kingdom (or any successor body or bodies 
                               carrying 
                               out the same functions in the United Kingdom from time to time); 
 CMA Phase 2 Reference         a referral of the Acquisition to the chair of the Competition and Markets Authority for 
                               the 
                               constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 
                               2013; 
 Code                          the City Code on Takeovers and Mergers; 
 Community                     the European Community; 
 Company                       Monitise; 
 Companies Act                 the United Kingdom Companies Act 2006; 
 Conditions                    the conditions to the implementation of the Scheme and the Acquisition, which are set 
                               out 
                               in Appendix I to this Announcement and to be set out in the Scheme Document; 
 Confidentiality Agreement     the confidentiality agreement entered into by Fiserv and Monitise on 1 January 2017; 
 Court                         the High Court of Justice, Chancery Division (Companies Court) in England and Wales; 
 Court Hearing                 the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, 
                               references 
                               to the commencement of any such hearing shall mean the commencement of the final 
                               adjournment 
                               thereof; 
 Court Meeting                 the meeting (or any adjournment, postponement or reconvention thereof) of the holders 
                               of Scheme 
                               Shares (or the relevant class or classes thereof) to be convened by order of the Court 
                               pursuant 
                               to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme 
                               (with 
                               or without modification); 
 Court Order                   the order of the Court sanctioning the Scheme under Part 26 of the Companies Act; 
 Credit Agreement              the US$2billion second amended and restated credit agreement dated 30 April 2015 
                               described 
                               in paragraph 11 of this Announcement; 
 CREST                         the relevant system (as defined in the Regulations) in respect of which Euroclear UK & 
                               Ireland 
                               Limited is the Operator (as defined in the Regulations); 
 Daily Official List           the Daily Official List of the London Stock Exchange; 
 Dealing Disclosure            has the same meaning as in Rule 8 of the Code; 
 Disclosed                     information disclosed by, or on behalf of Monitise, (i) in the annual report and 
                               accounts 
                               of the Monitise Group for the financial year ended 30 June 2016; (ii) in the half-year 
                               report 
                               of the Monitise Group for the six months ended 31 December 2016; (iii) in a public 
                               announcement 
                               to a RIS made by Monitise prior to the date of this Announcement; (iv) in filings made 
                               with 
                               the Registrar of Companies and appearing on Monitise's file at Companies House within 
                               the 
                               last two years; (v) as otherwise fairly disclosed to Fiserv (or its respective 
                               officers, employees, 
                               agents or advisers) on or prior to the date of this Announcement (including all matters 
                               fairly 
                               disclosed in the written replies, correspondence, documentation and information 
                               provided in 
                               an electronic data room or sent to any member of the Fiserv Group or any of its 
                               professional 
                               advisers during the due diligence process and whether or not in response to any 
                               specific request 
                               for information made by any member of the Wider Fiserv Group or any of its professional 
                               advisers); 
                               or (vi) in this Announcement; 
 Disclosure Table              the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk; 
 Effective                     in the context of the Acquisition: (a) if the Acquisition is implemented by way of a 
                               Scheme, 
                               the Scheme having become effective in accordance with its terms, upon the delivery of 
                               the 
                               Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by 
                               way 
                               of a Takeover Offer, the Takeover Offer having been declared or become unconditional in 
                               all 
                               respects in accordance with the requirements of the Code; 
 Effective Date                the date upon which: (a) the Scheme becomes Effective; or (b) if Fiserv elects and the 
                               Takeover 
                               Panel consents to implement the Acquisition by way of a Takeover Offer, the Takeover 
                               Offer 
                               becomes Effective; 
 Excluded Shares               any Monitise Shares legally or beneficially held by any member of the Fiserv Group; 
 Exercise Price                the price per share at which the participant is entitled to buy the underlying Monitise 
                               Share 
                               under the relevant Monitise Share Scheme; 
 FCA                           the UK Financial Conduct Authority or its successor from time to time; 
 Fiserv                        Fiserv, Inc., a Wisconsin corporation whose registered office is 255 Fiserv Drive, 
                               Brookfield, 
                               WI 53045, USA or, if the context so requires, its indirect wholly-owned subsidiary 
                               Bidco; 
 Fiserv Group                  Fiserv and its subsidiaries and subsidiary undertakings; 
 Forms of Proxy                the forms of proxy for use at the Court Meeting and the General Meeting respectively, 
                               which 
                               will accompany the Scheme Document; 
 General Meeting               the general meeting (or any adjournment, postponement or reconvention thereof) of 
                               Monitise 
                               Shareholders to be convened in connection with the Scheme; 
 Governmental Entity           any supranational, national, state, municipal, local or foreign government, any 
                               instrumentality, 
                               subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency 
                               or 
                               commission, or other authority thereof, or any regulatory or quasi-regulatory 
                               organisation 
                               or private body exercising any regulatory, taxing, importing or other governmental or 
                               quasi-governmental 
                               authority; 
 ISIN                          International Securities Identification Number; 
 J.P. Morgan                   J.P. Morgan Securities LLC (in its capacity as financial adviser), together with its 
                               affiliate 
                               J.P. Morgan Cazenove; 
 J.P. Morgan Cazenove          J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan 
                               Cazenove); 
 London Stock Exchange         London Stock Exchange Plc; 
 Long Stop Date                15 September 2017 or such later date (if any) as Fiserv and Monitise may, with the 
                               consent 
                               of the Takeover Panel, agree and (if required) the Court may allow; 
 Monitise                      Monitise plc a company incorporated in England and Wales with company number 06011822 
                               whose 
                               registered office is Medius House, 2 Sheraton Street, London, England, W1F 8BH; 
 Monitise Directors            the directors of Monitise; 
 Monitise Group                Monitise and its subsidiaries and subsidiary undertakings; 
 Monitise Share Schemes        the Monitise approved SAYE Scheme, the Monitise Performance Share Plan, the Monitise 
                               Enterprise 
                               Management Incentive Plan and the Clairmail, Inc. 2004 Stock Plan; 
 Monitise Shareholders         the holders of Monitise Shares; 
 Monitise Shares               ordinary shares of 1 pence each in the capital of Monitise; 
 Offer Period                  the offer period (as defined in the Code) relating to Monitise, which commenced on 13 
                               June 
                               2017 and ending on the date on which the Acquisition becomes Effective, lapses or is 
                               withdrawn 
                               (or such other date as the Takeover Panel may decide); 
 Offer Price                   2.9 pence per Scheme Share; 
 Opening Position Disclosure   has the same meaning as in Rule 8 of the Code; 
 Registrar of Companies        the Registrar of Companies in England and Wales; 
 Regulations                   the Uncertificated Securities Regulations 2001 (SI 2001/3755); 
 Regulatory Clearances         means the clearances set out in the Conditions set out in paragraphs 2(a) to 2(b) of 
                               Part 
                               A of Appendix I of this Announcement; 
 Resolutions                   the resolutions to be proposed by Monitise at the General Meeting in connection with, 
                               amongst 
                               other things, the approval of the Scheme, the amendment of Monitise's Articles and such 
                               other 
                               matters as may be necessary to implement the Scheme; 
 Restricted Jurisdiction       any jurisdiction where local laws or regulations may result in a significant risk of 
                               civil, 
                               regulatory or criminal exposure if information concerning the Acquisition is sent or 
                               made 
                               available in that jurisdiction; 
 RIS                           a service approved by the London Stock Exchange for the distribution to the public of 
                               announcements 
                               and included within the list maintained on the London Stock Exchange's website; 
 Scheme                        the proposed scheme of arrangement under Part 26 of the Companies Act to effect the 
                               Acquisition 
                               between Monitise and the Scheme Shareholders (the full terms of which will be set out 
                               in the 
                               Scheme Document), with or subject to any modification, addition or condition approved 
                               or imposed 
                               by the Court and agreed by Fiserv and Monitise; 
 Scheme Document               the document to be despatched to (amongst others) Monitise Shareholders containing, 
                               amongst 
                               other things, the terms and conditions of the Scheme, the notices convening the Court 
                               Meeting 
                               and the General Meeting and the particulars required by section 897 of the Companies 
                               Act; 
 Scheme Record Time            the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on 
                               the 
                               Business Day immediately prior to the Effective Date; 
 Scheme Shareholders           holders of Scheme Shares; 
 Scheme Shares                 the Monitise Shares: 
                               (i) in issue at the date of the Scheme Document; 
                               (ii) (if any) issued after the date of the Scheme Document and prior to the Voting 
                               Record 
                               Time; and 
                               (iii) (if any) issued at or after the Voting Record Time but at or before the Scheme 
                               Record 
                               Time in respect of which the original or any subsequent holder thereof is bound by the 
                               Scheme 
                               or shall by such time have agreed in writing to be bound by the Scheme 
                               in each case other than any Excluded Shares; 
 Substantial Interest          in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of 
                               the 
                               total voting rights conferred by the equity share capital (as defined in section 548 of 
                               the 
                               Companies Act) of such undertaking; 
 Takeover Offer                should the Acquisition be implemented by way of a takeover offer as defined in Chapter 
                               3 of 
                               Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire 
                               the 
                               entire issued and to be issued ordinary share capital of Monitise and, where the 
                               context requires, 
                               any subsequent revision, variation, extension or renewal of such offer; 
 Takeover Panel                the UK Panel on Takeovers and Mergers; 
 Third Party                   each of a central bank, government or governmental, quasi-governmental, supranational, 
                               statutory, 
                               regulatory, professional or investigative body or authority (including any antitrust or 
                               merger 
                               control authority), court, trade agency, professional association, institution, works 
                               council, 
                               employee representative body or any other similar body or person whatsoever in any 
                               jurisdiction; 
 Treasury Shares               any Monitise Shares which are for the time being held by Monitise as treasury shares 
                               (within 
                               the meaning of the Companies Act); 
 United Kingdom or UK          the United Kingdom of Great Britain and Northern Ireland; 
 United States or US           the United States of America, its territories and possessions, all areas subject to its 
                               jurisdiction 
                               or any subdivision thereof, any state of the United States of America and the District 
                               of 
                               Columbia; 
 US Exchange Act               the United States Securities Exchange Act of 1934 and the rules and regulations 
                               promulgated 
                               thereunder; 
 Voting Record Time            the date and time specified in the Scheme Document by reference to which entitlements 
                               to vote 
                               on the Scheme will be determined, expected to be 6.00 pm on the day which is two days 
                               before 
                               the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 pm on the 
                               second 
                               day before the date of such adjourned meeting; 
 Wider Fiserv Group            Bidco, Fiserv, its subsidiary undertakings, associated undertakings and any other 
                               undertaking, 
                               body corporate, partnership, joint venture or person in which Fiserv and/or such 
                               undertakings 
                               (aggregating their interests) have a direct or indirect Substantial Interest or the 
                               equivalent; 
 Wider Monitise Group          Monitise, its subsidiary undertakings, associated undertakings and any other 
                               undertaking, 
                               body corporate, partnership, joint venture or person in which Monitise and/or such 
                               undertakings 
                               (aggregating their interests) have a direct or indirect Substantial Interest or the 
                               equivalent; 
                               and 
 GBP or pence                  pounds sterling or pence, the lawful currency of the UK. 
 

In this Announcement:

   (a)        all times referred to are to London time unless otherwise stated; 

(b) references to the singular include the plural and vice versa, unless the context otherwise requires;

(c) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re--enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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