4 Dec 2012 11:02
4 December 2012
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, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
Monitise plc
Completion of Placings
Pursuant to the announcement released on 3 December 2012, Monitise plc (LSE: MONI) ("Monitise" or the "Company") is pleased to announce that it has successfully placed a total of 333,333,333 new ordinary shares at a price of 30 pence with certain institutional investors, raising total gross proceeds of £100 million.
On 3 December 2012, Monitise announced that it had agreed with Canaccord Genuity Limited ("Canaccord") to place firm 114,116,135 new ordinary shares of 1p each ("New Ordinary Shares") at a price of 30 pence (the "Placing Price") with certain institutional investors on a non pre-emptive basis to raise £34.2 million gross (the "Firm Placing"). Canaccord agreed to underwrite the Firm Placing in full. Application has been made for the Firm Placing Shares to be admitted to trading on AIM and it is expected that admission will take place at 8.00 a.m. on 10 December 2012 ("First Admission").
In addition to the Firm Placing, Monitise is pleased to announce that it has successfully placed a further 219,217,198 New Ordinary Shares at the Placing Price with institutional investors on a non pre-emptive basis to raise an additional £65.8 million of gross proceeds (the "Conditional Placing"), of which £15.8 million is being underwritten by Canaccord. The Conditional Placing is conditional, inter alia, on shareholder approval at a general meeting to be held on 21 December 2012 (the "General Meeting"). Application will be made for the Conditional Placing Shares to be admitted to trading on AIM following the approval of the necessary resolutions at the General Meeting and admission of the Conditional Placing Shares is expected to take place at 8.00 a.m. on 27 December 2012("Second Admission").
Further details of the Firm Placing and Conditional Placing are set out in the announcement released on 3 December 2012.
Canaccord acted as Bookrunner, Nominated Adviser and sole broker with respect to the Placings.
Following First Admission, which is expected to take place on 10 December 2012, it is expected that Monitise will have 1,260,526,304 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 FSA's Disclosure and Transparency Rules.
A circular to shareholders is expected to be posted shortly, including details of the General Meeting and the resolutions to be proposed at the General Meeting.
Commenting on the completion of the placings, Monitise Group Chief Executive Alastair Lukies said: "We are obviously delighted with the strong interest from the investment community and invigorated by their support. The Mobile Money industry has hit an inflection point. We believe we have the platform, the team and the necessary momentum to create a globally-leading business in a hugely exciting market place and to ultimately reward the faith that our shareholders have shown in us."
About Monitise
Monitise plc (LSE: MONI) is a leading technology and services company that delivers mobile banking, payments, and commerce networks worldwide. Monitise enables financial institutions and other payments companies to defend and extend their market position by protecting their existing customer relationships and transactions while enabling new forms of mobile commerce revenue.
Monitise powers bank-grade solutions that are delivered on premise, or via cloud services. The value of payments and transfers initiated via Monitise's technology platform is more than US$25bn on an annualised basis. Monitise has a global reach and unique set of partners and clients using its completely adaptable platform. More information is available at www.monitise.com
For further information
Monitise plc Tel: +44(0)203 657 0900
Duncan McIntyre, Chairman
Alastair Lukies, Chief Executive Officer
Lee Cameron, Chief Commercial Officer
Mike Keyworth, Chief Operating Officer
Investor Relations
Haya Herbert-Burns Tel: +44(0)203 657 0366
Haya.herbert-burns@monitise.com
Media Relations
Gavin Haycock Tel: +44(0)203 657 0362
Gavin.haycock@monitise.com
Canaccord Genuity Limited Tel: +44(0)20 7523 8000
Simon Bridges
Cameron Duncan
FTI Consulting Tel: +44(0)20 7831 3113
Charles Palmer
Jon Snowball
IMPORTANT NOTICE
This announcement has been issued by, and is the sole responsibility of, Monitise. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Canaccord Genuity Limited.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities of the Company in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any such securities. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Members of the public will not be eligible to take part in any placement of the securities of Monitise described herein.
Any securities of Monitise described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
Furthermore, the securities of Monitise described in this announcement have not been and will not be registered under the applicable laws of any of Canada, Australia, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa and, consequently, may not be offered or sold to any national, resident or citizen thereof.
The distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any person who is subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this document is not for release publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland, the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Nominated Adviser and broker to Monitise for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with any placement of the securities of Monitise described herein and admission of such securities and is not acting for, and will not be responsible to, any person other than Monitise for providing the protections afforded to customers of Canaccord Genuity Limited or for advising any other person on any transaction or arrangement referred to in this announcement.