11 Aug 2017 07:00
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
11 August 2017
INCREASED AND FINAL RECOMMENDED 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 Arrangementunder Part 26 of the Companies Act 2006
Publication of Supplementary Circular
and
Notice of Reconvened Meetings
On 13 June 2017, the boards of Fiserv, Inc. ("Fiserv") and Monitise plc ("Monitise") announced that they had reached agreement on the terms of a recommended cash offer by Fiserv UK Limited ("Bidco") (an indirect wholly-owned subsidiary of Fiserv), for the entire issued and to be issued share capital of Monitise (the "Acquisition") at a price of 2.9 pence in cash for each Monitise Share, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme Document was posted to Monitise Shareholders on 3 July 2017. On 24 July 2017, the Court Meeting and the General Meeting to approve the Acquisition were postponed on Fiserv's request, in light of feedback received from certain Monitise Shareholders.
On 7 August 2017, the boards of Fiserv and Monitise announced that they had agreed the terms of an increased and final recommended cash offer to be made by Bidco for Monitise (the "Increased and Final Offer").
Monitise is pleased to announce that a supplementary circular setting out, inter alia, details of the Increased and Final Offer, notices of the Reconvened Court Meeting and the Reconvened General Meeting, a revised timetable for the Scheme and full details of the voting procedures for Monitise Shareholders (the "Supplementary Circular"), is today being published and sent to Monitise Shareholders.
Under the terms of the Increased and Final Offer, each Monitise Shareholder will be entitled to receive:
3.1 pence in cash per Monitise Share (the "Increased and Final Offer Price")
The Increased and Final Offer Price values the entire issued and to be issued ordinary share capital of Monitise at approximately £75 million on a fully diluted basis.
The Supplementary Circular will be made available on Monitise's website at www.monitise.com and on Fiserv's website at www.fiserv.com/offer_for_monitise_plc.
Recommendation
The Monitise Directors, who have been so advised by Canaccord Genuity as to the terms of the Increased and Final Offer, consider the terms of the Increased and Final Offer to be fair and reasonable. Consequently, the Monitise Directors unanimously recommend the Increased and Final Offer.
The Monitise Directors reiterate their belief that the strategic alternatives to a takeover of Monitise are accompanied by significant execution risk and are unlikely to yield superior value to the Acquisition.
Notices of the Reconvened Meetings and Action to be taken by Monitise Shareholders
Details of the Reconvened Court Meeting and the Reconvened General Meeting, which are to be held at the offices of White & Case LLP, 5 Old Broad Street, London, EC2N 1DW on 25 August 2017, are set out in the Supplementary Circular. The Reconvened Court Meeting will commence at 10:30 am (UK time) and the Reconvened General Meeting at 10:45 am (UK time) (or as soon thereafter as the Reconvened Court Meeting is concluded or adjourned).
· Monitise Shareholders who have submitted Forms of Proxy for the Court Meeting and/or the General Meeting but who wish to change their voting instructions are advised how to do this in the Supplementary Circular.
· Monitise Shareholders who have already submitted Forms of Proxy for the Court Meeting and/or the General Meeting and who do not wish to change their voting instructions will not need to take any further action as their Forms of Proxy will continue to be valid in respect of the Reconvened Court Meeting and Reconvened General Meeting.
Timetable
The Supplementary Circular contains an updated expected timetable of principal events relating to the Scheme, which is also attached as an appendix to this announcement. Subject to obtaining the approval of Monitise Shareholders and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective on 1 September 2017.
If any of the key dates set out in the timetable change, Monitise will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on Monitise's website at www.monitise.com.
Information for Monitise Shareholders
If you have any questions about this announcement, the Supplementary Circular, the Reconvened Court Meeting or the Reconvened General Meeting, or are in any doubt as to how to complete the Forms of Proxy, please call Equiniti, the Company's registrar, between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom. Calls to the Shareholder helpline from outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide legal, tax or financial advice or advice on the merits of the Scheme.
Cancellation of admission of Monitise Shares to trading on AIM and re-registration
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 Monitise 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
Save as set out above and in the Supplementary Circular, the Increased and Final Offer remains subject to the terms and conditions set out in the original Scheme Document.
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 and the Supplementary Circular 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 +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.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following updated indicative timetable sets out expected dates for the implementation of the Scheme. All references in this document to times are to London time unless otherwise stated.
Event | Time and/or date |
Latest time for lodging Forms of Proxy for the: |
|
(a) Reconvened Court Meeting (blue form) | 10:30 am on 23 August 2017(1) |
(b) Reconvened General Meeting (white form) | 10:45 am on 23 August 2017(2) |
Voting Record Time for the Reconvened Court Meeting | 6:30 pm on 23 August 2017(3) |
Voting Record Time for the Reconvened General Meeting | 6:30 pm on 23 August 2017 |
Reconvened Court Meeting | 10:30 am on 25 August 2017 |
Reconvened General Meeting | 10:45 am on 25 August 2017(4) |
The following dates are indicative only and are subject to change (5) |
|
Court Hearing to sanction the Scheme(6) | 31 August 2017 |
Last day of dealings in, and for registrations of transfers of, and disablement in CREST of, Monitise Shares | 6:00 pm on 31 August 2017 |
Scheme Record Time | 6:00 pm on 31 August 2017 |
Dealings in Monitise Shares suspended | 7:30 am on 1 September 2017 |
Effective Date of the Scheme | 1 September 2017 |
Cancellation of admission to trading on AIM of Monitise Shares | 7:00 am on 4 September 2017 |
Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme | by the end of 15 September 2017 |
Long Stop Date | 15 September 2017(7) |
NOTES:
1. It is requested that blue Forms of Proxy for the Reconvened Court Meeting be lodged not later than 48 hours prior to the time appointed for the Reconvened Court Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK). Blue Forms of Proxy not so lodged may be handed to the Chairman of the Reconvened Court Meeting at the Reconvened Court Meeting before the taking of the poll.
2. White Forms of Proxy for the Reconvened General Meeting must be lodged not later than 48 hours prior to the time appointed for the Reconvened General Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK).
3. If either the Reconvened Court Meeting or the Reconvened General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:30 pm on the day which is two Business Days' prior to the date of the adjourned meeting.
4. Or as soon thereafter as the Reconvened Court Meeting shall have concluded or been adjourned.
5. These dates are indicative only and will depend, among other things, on the date upon which (i) Conditions are satisfied or, if capable of waiver, waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Monitise will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated above shall, at Monitise's discretion, be notified in the same way.
6. Monitise will announce the decision of the Court Hearing and confirmation that the Scheme has become effective as soon as practicable thereafter.
7. This is the latest date by which the Scheme may become effective unless Monitise and Bidco agree, with the consent of the Panel and (if required) the Court, a later date.
The Reconvened Court Meeting and the Reconvened General Meeting will both be held at the office of White & Case LLP, 5 Old Broad Street, London on 25 August 2017.