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Monitise PLC - Scheme of Arrangement becomes Effective

RNS Number : 5796P
Monitise PLC
01 September 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

1 September 2017

INCREASED AND FINAL RECOMMENDED CASH ACQUISITION

of

MONITISE PLC

by

FISERV UK LIMITED

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

Scheme of Arrangement becomes Effective

Further to the announcement confirming the sanctioning of the Scheme by the Court, as released by the board of directors of Monitise plc ("Monitise") on 31 August 2017, the boards of Fiserv, Inc. ("Fiserv") and Monitise are pleased to announce that the Scheme has now become effective. In accordance with its terms, Monitise is now a wholly owned subsidiary of Fiserv UK Limited (an indirect wholly-owned subsidiary of Fiserv).

Scheme Shareholders will receive 3.1 pence in cash for each Monitise Share. The latest date for despatch of cheques and settlement of the cash consideration in relation to the Offer through CREST is 15 September 2017.

Trading in Monitise Shares on AIM was suspended with effect from 7:30 a.m. today, 1 September 2017. The cancellation of admission to trading on AIM of the Monitise Shares is expected to take effect at 7:00 a.m. on 4 September 2017.

As a result of the Scheme having become effective, share certificates in respect of Monitise Shares have ceased to be valid documents of title and entitlements to Monitise Shares held in uncertificated form in CREST are being cancelled.

Additionally, as a result of the Scheme having become effective, Peter Ayliffe has resigned from his position as Chairman of Monitise and Amanda Burton and Tim Wade have resigned as Non-Executive Directors of the Monitise board.

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

Enquiries:


Fiserv


Britt Zarling (Corporate Communications)

Tel:  +1 414 526 3107

Paul Seamon (Investor Relations)

Tel:  +1 262 879 5727

 

J.P. Morgan (Financial Adviser to Fiserv and Bidco)


Jay Hofmann

Tel:  +1 212 270 6000

Brendan Minehan

Tel:  +1 212 270 6000

Adam Laursen

Henry Capper

Tel:  +44 207 742 4000

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

Andrew Buchanan

Miles Cox

Emma Gabriel

Tel:  +44 20 7523 8000

Tel:  +44 20 7523 8000

Tel:  +44 20 7523 8000

Tel:  +44 20 7523 8000

 

      Attila Consultants (Financial PR Adviser to Monitise)

Charles Cook

Tel:  +44 (0)7710 910 563

Bill Spears

Tel:  +44 (0)7786 390 908

 

Important notices

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

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

Overseas shareholders

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

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

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

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

Forward looking statements

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

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

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

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

No profit forecasts or estimates

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

Publication on a website

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

Information relating to Monitise Shareholders

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

 


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