Monitise PLC Result of Court Meeting and General Meeting (0361P)

TIDMMONI TIDMTTM

RNS Number : 0361P

Monitise PLC

25 August 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

25 August 2017

INCREASED AND FINAL RECOMMED CASH ACQUISITION

of

MONITISE PLC

by

FISERV UK LIMITED

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

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

The board of directors of Monitise plc ("Monitise") is pleased to announce that at the Court Meeting held earlier today, the requisite majority of Monitise Shareholders voted to approve the recommended cash offer for the entire issued and to be issued share capital of Monitise by Fiserv UK Limited ("Bidco") (an indirect wholly-owned subsidiary of Fiserv, Inc. ("Fiserv")) to be effected by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme"). In addition, the special resolution to approve the Scheme and to amend the articles of association of Monitise proposed at the subsequent General Meeting was also duly passed.

Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in the scheme document dated and sent to Monitise Shareholders on 3 July 2017 (the "Scheme Document") and the supplementary circular dated and sent to Monitise Shareholders on 11 August 2017 (the "Supplementary Circular"). The Scheme Document and Supplementary Circular are available on Monitise's website at www.monitise.com and on Fiserv's website at www.fiserv.com/offer_for_monitise_plc.

Upon the Scheme becoming Effective, Scheme Shareholders will receive 3.1 pence in cash for each Scheme Share as soon as practicable and, in any event, not later than 14 days after the Effective Date.

Voting Results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy) on the poll, representing more than 75 per cent. (75%) in value of those Scheme Shares that voted, voted in favour of the Scheme and, accordingly, the resolution to approve the Scheme was duly passed. The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote for each Scheme Share held at the Voting Record Time.

 
            Number          Percentage      Number          Percentage   Percentage 
             of              of              of              of Scheme    of issued 
             Scheme          Scheme          Scheme          Shares       share 
             Shareholders    Shareholders    Shares          voted (%)    capital 
             who voted       who voted       voted                        (%) 
                             (%) 
---------  --------------  --------------  --------------  -----------  ----------- 
 For             260            77.38       1,342,554,245     96.39        57.92 
---------  --------------  --------------  --------------  -----------  ----------- 
 Against         76             22.62        50,319,731        3.61         2.17 
---------  --------------  --------------  --------------  -----------  ----------- 
 TOTAL           336             100        1,392,873,976      100         60.09 
---------  --------------  --------------  --------------  -----------  ----------- 
 

Voting Results of the General Meeting

At the General Meeting, the special resolution to approve the Scheme, authorise directors to take all such actions as they may consider necessary to carry the Scheme into full effect and to amend the articles by the adoption of the new article 140, was duly passed on a poll. The table below sets out the voting results at the General Meeting. Each Monitise Shareholder, present in person or by proxy, was entitled to one vote for each Monitise Share held at the Voting Record Time.

 
             Number of       Number of       Percentage 
              Monitise        Monitise        of 
              Shareholders    Shares voted    Monitise 
              who voted                       Shares voted 
                                              (%) 
----------  --------------  --------------  -------------- 
 For              244        1,345,057,329       95.73 
----------  --------------  --------------  -------------- 
 Against          73          60,033,313         4.27 
----------  --------------  --------------  -------------- 
 Withheld          3            64,724             - 
----------  --------------  --------------  -------------- 
 TOTAL            320        1,405,090,642        100 
----------  --------------  --------------  -------------- 
 

Next Steps and Expected Timetable

The hearing of the petition to the Court to sanction the Scheme is expected to take place on 31 August 2017.

Subject to the Court sanctioning the Scheme and the satisfaction or, if capable of being waived, the waiver of certain other outstanding Conditions, it is expected that the last day for dealings in Monitise Shares on AIM will be 31 August 2017, that dealings in the Monitise Shares will be suspended with effect from 7:30 a.m. on 1 September 2017 and that the Scheme will become effective on the Effective Date of 1 September 2017.

Cancellation of admission of Monitise Shares to trading on AIM and re-registration

If the Scheme becomes effective on 1 September 2017, it is intended that dealings in Monitise Shares on AIM will be suspended at 7:30 am on the Effective Date of 1 September 2017. It is further intended that an application will be made to the London Stock Exchange for the cancellation of the admission of Monitise Shares to trading on AIM, such cancellation to be effective at 7:00 am on 4 September 2017, the Business Day after the Effective Date.

On the Effective Date, share certificates in respect of Monitise Shares will cease to be valid and should be destroyed. In addition, entitlements to Monitise Shares held within the CREST system will be cancelled on the Effective Date.

It is also intended that, following the Effective Date and after the admission of its shares to trading on AIM has been cancelled, Monitise will be re-registered as a private limited company pursuant to the relevant provisions of the 2006 Act.

General

The above dates depend on, amongst other things, the date upon which the Court sanctions the Scheme, the date on which the Court Order is delivered to the Registrar of Companies and whether the Conditions are satisfied or, if capable of waiver, waived.

All references to time in this announcement are to London time. Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document and the Supplementary Circular.

 
 Enquiries: 
      Fiserv 
      Britt Zarling (Corporate Communications)              Tel: [phone] 
      Paul Seamon (Investor Relations)                      Tel: [phone] 
      J.P. Morgan (Financial Adviser to Fiserv and Bidco) 
      Jay Hofmann                                           Tel: [phone] 
      Brendan Minehan                                       Tel: [phone] 
      Adam Laursen                                          Tel: [phone] 
       Henry Capper                                          Tel: [phone] 
      Monitise 
      Lee Cameron (Chief Executive Officer)                 Tel: [phone] 
      Gavin James (Chief Operating Officer)                 Tel: [phone] 
      Tom Spurgeon (Company Secretary)                      Tel: [phone] 
 
   Canaccord Genuity (Financial Adviser, NOMAD and Broker to Monitise) 
      Simon Bridges                                         Tel: [phone] 
       Andrew Buchanan                                       Tel: [phone] 
       Miles Cox                                             Tel: [phone] 
       Emma Gabriel                                          Tel: [phone] 
 
   Attila Consultants (Financial PR Adviser to Monitise) 
      Charles Cook                                           Tel: [phone] 
      Bill Spears                                            Tel: [phone] 
 

Important notices

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) ("J.P. Morgan"), is acting as financial adviser exclusively for Fiserv and Bidco and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Fiserv and Bidco for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to any matter referred to herein.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Monitise in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Monitise for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.

Overseas shareholders

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

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

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Increased and Final Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Increased and Final Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Increased and Final Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

The Increased and Final Offer relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Increased and Final Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Increased and Final Offer by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Monitise outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Forward looking statements

This announcement may contain certain "forward-looking statements" with respect to Fiserv, Bidco or Monitise. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "aims", "projects", "strategy", "believe", "will", "may", "should", "would", "could" or other words or terms of similar substance, meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Fiserv Group or the Monitise Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of the Fiserv Group or the Monitise Group

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, these forward-looking statements involve known and unknown risks, uncertainties that could significantly affect expected results and are based on certain key assumptions and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and/or exchange rates and the outcome of any litigation.

These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Fiserv, Bidco or Monitise or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Fiserv, Bidco and Monitise disclaims any, and assumes no obligation to update publicly or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Fiserv or Monitise respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Fiserv or Monitise respectively.

Publication on a website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Fiserv's website at www.fiserv.com/offer_for_monitise_plc and on Monitise's website at www.monitise.com by no later than 12 noon (London time) the day following this announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Information relating to Monitise Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Monitise Shareholders, persons with information rights and other relevant persons for the receipt of communications from Monitise may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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August 25, 2017 07:23 ET (11:23 GMT)