Monitise Regulatory News (MONI)

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 ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

3 July 2017

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 Scheme Document

Notice of Meeting

and

Announcement of Current Trading

On 13 June 2017, the boards of Monitise plc ("Monitise" or the "Company") and Fiserv, Inc. ("Fiserv") announced that they had reached agreement on the terms of a recommended cash offer through which Fiserv UK Limited ("Bidco"), an indirect wholly-owned subsidiary of Fiserv, will acquire the entire issued and to be issued share capital of Monitise (the "Acquisition"). As outlined in the announcement, the Acquisition is to be effected by means of a scheme of arrangement under part 26 of the Companies Act 2006.

Monitise is pleased to announce that the scheme document containing, among other things, a letter from the chairman, the full terms and conditions of the Acquisition, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the actions to be taken by Monitise Shareholders (the "Scheme Document"), is today being published and sent to Monitise Shareholders together with the Forms of Proxy for the Court Meeting and the General Meeting.

Under the terms of the Acquisition, which will be subject to the Conditions and other terms set out in the Scheme Document, Monitise Shareholders will be entitled to receive:

for each Scheme Share 2.9 pence in cash

The Acquisition values the entire issued and to be issued ordinary share capital of Monitise at approximately £70 million on a fully diluted basis.

As discussed within the Scheme Document, the Board of Monitise has unanimously recommended the transaction as it provides shareholders with a certainty of value for their shares, in cash, at an immediate premium over the closing price on 12 June 2017. With further investment still required in the business, were this transaction not to take place, the Board will need to consider raising further capital, the divestment of businesses, and the overall strategy of the Group. Given the challenges the Company has experienced in seeking its first FINkit® contract, the Board believes that the strategic alternatives to a takeover are accompanied by significant execution risk and are unlikely to yield superior value to the Acquisition. Since initiating discussions with Fiserv, the Board of Monitise has not received any other proposals regarding an acquisition of the Group.

The Scheme Document 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.

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.

Recommendation

The Monitise Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Monitise Directors, Canaccord Genuity has taken into account the commercial assessment of the Monitise Directors. Canaccord Genuity is providing independent financial advice to the Monitise Directors for the purposes of Rule 3 of the Code. Canaccord Genuity is also corporate broker to Monitise.

As further detailed in the Scheme Document, to become effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting. Accordingly, the Monitise Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolution.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Monitise Shareholders are therefore strongly advised to complete, sign and return their Forms of Proxy (once received) or deliver their voting instructions by one of the other methods described in the Scheme Document, as soon as possible.

Notices of Court Meeting and the General Meeting

Notices of the Court Meeting and the General Meeting, which are to be held at the offices of White & Case LLP, 5 Old Broad Street London EC2N 1DW on 26 July 2017, are set out in the Scheme Document. The Court Meeting will commence at 10.30 a.m. (UK time) and the General Meeting at 10.45 a.m. (UK time) (or as soon thereafter as the Court Meeting is concluded or adjourned).

Timetable

The Scheme Document contains an 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 2 August 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 document, the Court Meeting or the 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. 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 3 August 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 on the Effective Date be cancelled.

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.

Current trading and prospects of Monitise

On 23 February 2017, Monitise announced its results for the six months to 31 December 2016. Revenues for the first six months of the current financial year to 31 December 2016 were £28.2m, compared to £34.2m in the prior six-month period ended 30 June 2016, and £33.4m for the equivalent first half period of financial year 2016. The Group's cash balance as at 31 December 2016 was £27.3m compared to £42.1m as at 30 June 2016, a reduction of £14.8m. The cash usage from operations in the six months to 31 December 2016 was £4.7m. Since then, the Group has traded in line with the Board's expectations. As at 30 June 2017, the Group's estimated cash balance was approximately £22 million.

With the simplification and stabilisation of the Group, the focus of the Group has been on the marketing of Monitise's next generation digital banking technology FINkit®. In a desire to accelerate the deployment of FINkit®, Monitise has explored other avenues to market, including exploring possible licensing and distribution agreements with larger international financial services technology companies. However, despite launching FINkit® to the market in late 2015, Monitise has yet to sign its first FINkit® contract.

The challenges that the Company has experienced in seeking its first FINkit® contract include: (i) the long and complex sales cycle when engaging with large financial institutions, (ii) customers' perception of Monitise's size and financial wherewithal compared to its customers and peers, (iii) the Company's ability to continue to invest in and support FINkit® given its current cash balance and usage, (iv) its position and history as a pioneer, compared to new and emerging FinTech competitors, and (v) the overall increased competition as the market in digital financial services evolves.

The Board recognises the growth challenges the Group as a whole continues to face were a transaction with Fiserv not to take place, and in the likely absence of any material FINkit® signings in the near term the Board will need to consider raising further capital, the divestment of businesses and the overall strategy of the Group.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities or any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.

This announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code 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 of jurisdictions outside the United Kingdom.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

The contents of this announcement are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this announcement, you should consult your own appropriately authorised legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Important notices relating to financial advisers

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Cazenove (which is authorised and regulated in the United Kingdom by the Financial Conduct Authority), 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 and may affect the availability of the Acquisition 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 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 Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition 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, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Fiserv will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition 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 Exchange Act of 1934, as amended (the "US Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any states securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Financial statements, and all 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 or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.  However, if Fiserv were to elect to implement the Acquisition 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 US Exchange Act and Regulation 14E thereunder.  Such Takeover Offer would be made in the US by Fiserv and no one else.  In addition to any such Takeover Offer, Fiserv, 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 US Exchange Act.

Cautionary note regarding 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 website and availability of hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Fiserv's website at www.fiserv.com/offer_for_monitise_plc and Monitise's website at www.monitise.com by no later than 12:00 noon on the Business 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 information provided by Monitise Shareholders, persons with information rights and other relevant persons for the receipt of communications from Monitise may be provided to Fiserv and Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Dealing and opening position disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 1 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, 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 Takeover 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 Takeover 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 indicative timetable sets out expected dates for the implementation of the Scheme.