Monitise Regulatory News (MONI)

25 March 2014

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

Monitise plc

Completion of Placing

Monitise announces over-subscribed Placing

Further to the announcement released on 24 March 2014, Monitise plc (LSE: MONI) ("Monitise" or the "Company") is pleased to announce that it has placed a total of 160,643,031 new ordinary shares of 1p each (the "Placing Shares") at a price of 68.0 pence per share (the "Placing Price") with MasterCard and certain institutional investors on a non pre-emptive basis, raising total gross proceeds of approximately £109 million (the "Placing"). The Placing was over-subscribed. Further details of the Placing are set out in the announcement released on 24 March 2014.

Barclays and Canaccord Genuity are acting as Joint Bookrunners (together, the "Joint Bookrunners", and each a "Joint Bookrunner") in connection with the Placing.

The Placing Price represents a discount of approximately 1.1 per cent. to the closing mid-market price of Monitise's Ordinary Shares on 24 March 2014, being the latest practicable date before this announcement.

Application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective, and trading in the Placing Shares will commence on AIM, at 8.00 a.m. on 28 March 2014. The Placing Shares, when issued, will rank pari passu with the existing Ordinary Shares in the Company.

Immediately following Admission, Monitise will have 1,843,114,405 Ordinary Shares in issue. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Commenting on the completion of the Placing, Monitise Group Chief Executive Alastair Lukies said:

"We are delighted with the strong support shown by existing and new shareholders in this successful Placing. By accelerating our move to a subscription-based business model, Monitise is making sure that its platform technology is accessible to the widest number of people through our clients and partners. We look forward to continuing to grow the Monitise business for the benefit of all shareholders and stakeholders."

About Monitise

Monitise (LSE: MONI) is a world leader in Mobile Money - banking, paying and buying with a mobile device. Leading banks, payments companies, retailers and mobile networks utilise Monitise's technology platforms and services to securely connect people with their money. 

Already 28 million consumers benefit from Monitise's patented technology to 'bank anywhere', 'pay anyone' and 'buy anything', accounting for $71bn of payments, purchases and transfers annually. More information is available at www.monitise.com.

IMPORTANT NOTICE

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Any offering to be made in the United States will be made to a limited number of "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act and/or "accredited investors" ("AIs") pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act ("Regulation S").

No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom or elsewhere.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Barclays Bank PLC, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the Placing and Admission, will not regard any other person as its client in relation to the Placing and Admission, and will not be responsible to any person other than the Company for providing the protections afforded to clients of Barclays Bank PLC, nor for providing advice in relation to the Placing, Admission or any other matter referred to in this Announcement.

Canaccord Genuity Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company as Nominated Adviser and broker to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers and no-one else in connection with the Placing and Admission, will not regard any other person as its client in relation to the Placing and Admission, and will not be responsible to any person other than the Company for providing the protections afforded to clients of Canaccord Genuity Limited, nor for providing advice in relation to the Placing, Admission or any other matter referred to in this Announcement.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than to AIM.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside the United Kingdom.