Monitise Regulatory News (MONI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

24 August 2012

Monitise plc

Update on Proposed Placing

Pursuant to the announcement on 22 August 2012 of its intention to undertake a proposed placing of shares to raise gross proceeds of up to £24 million through the issue of up to 81 million new shares, Monitise plc (LSE: MONI.L, "Monitise" or the "Company"), the technology and services company delivering mobile banking, payments and commerce networks worldwide, is pleased to announce that it has entered into a subscription agreement with Visa Europe Limited ("Visa Europe"), and separately, a subscription agreement with Visa International Service Association ("Visa International"), a subsidiary of Visa Inc. (the "Subscriptions"). Under the Subscriptions, Visa Europe has agreed to subscribe for 45,250,000 shares and Visa International has agreed to subscribe for 7,640,000 shares, in each case at a price of 28.25 pence per share.

Following the Subscriptions, it is intended that up to 28,110,000 shares will be issued to certain institutional investors by way of a placing at a price of 28.25 pence per share ("Proposed Placing"), and in accordance with the allocations agreed by the Company and Canaccord Genuity Limited ("Canaccord"). The Proposed Placing is not being underwritten.

Visa Europe Subscription*

Pursuant to an agreement with the Company dated 23 August 2012, Visa Europe has subscribed for 45,250,000 shares at a subscription price of 28.25 pence per share. Visa Europe's investment is a measure of the strengthening and deepening of the commercial relationship between the parties.

Under the terms of the subscription agreement with Visa Europe, Monitise has provided certain customary representations and warranties to Visa Europe. Application has been made for the Visa Europe shares to be admitted to trading on AIM and it is expected that admission will take place at 8.00 am on 29 August 2012. On completion of the Proposed Placing (on the basis that it is fully subscribed), Visa Europe's shareholding in Monitise is expected to increase to approximately 10.2% of the issued share capital of the Company.

Visa International Subscription

Pursuant to an agreement with the Company dated 23 August 2012, Visa International has subscribed for 7,640,000 shares at a subscription price of 28.25 pence per share. Under the terms of the subscription agreement with Visa International, Monitise has provided certain customary representations and warranties to Visa International. Application has been made for the Visa International shares to be admitted to trading on AIM and it is expected that admission will take place at 8.00 am on 29 August 2012. On completion of the Proposed Placing (on the basis that it is fully subscribed), Visa International's shareholding in Monitise is expected to remain at 9.4% of the issued share capital of the Company.

* Visa Europe became independent of Visa Inc. in 2007 following a restructuring of the Visa Group and the subsequent IPO of Visa Inc.

Proposed Placing

Pursuant to the announcement on 22 August 2012, the Company intends to complete the Proposed Placing in due course. Following the Subscriptions, the Company will allocate up to 28,110,000 shares at a price of 28.25 pence per share to certain institutional investors in the Company who have shown a strong interest in participating in the Proposed Placing. The Board is delighted to report that demand for the Proposed Placing has been significantly in excess of the shares available. A further announcement confirming the results of the Proposed Placing will be made in due course.

Canaccord is acting as Nominated Adviser and sole broker with respect to the Proposed Placing.

Related Party Transactions

Under the AIM Rules for Companies, Visa Europe is considered to be a "Related Party" of the Company as a result of its CEO and President, Peter Ayliffe, also being a Non-Executive Director of the Company.

The subscription by Visa Europe is considered to be a "Related Party Transaction" under the AIM Rules for Companies. The Directors of the Company, excluding Peter Ayliffe as the nominated director of Visa Europe, having consulted with its Nominated Adviser, Canaccord, consider that the terms of the Related Party Transaction are fair and reasonable in so far as the Company's shareholders are concerned.

Contacts:

Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority (the "FSA"), is acting as Nominated Adviser and broker to the Company for the purposes of the AIM Rules for Companies of shares and the AIM Rules for Nominated Advisers in connection with the Proposed Placing and admission and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Canaccord or for advising any other person on any transaction or arrangement referred to in this announcement.

Canaccord which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively as financial adviser to and broker to Monitise and for no one else in connection with the Proposed Placing and is not advising any other person or treating any other person as its customer in relation to or in connection with the Proposed Placing and is not advising any other person or treating any other person as its customer in relation to the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord or for providing advice in relation to the Proposed Placing or any matter referred to in this announcement.

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 or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

Any securities issued in connection with the Proposed Placing have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, taken up or renounced in the United States absent registration under the Securities Act or an applicable exemption from such registration. There will be no public offering of securities in the United States.

The distribution of this announcement and/or issue of shares pursuant to the Proposed Placing or otherwise in certain jurisdictions outside the United Kingdom may be restricted by law. Persons who seek to participate in the Proposed Placing must inform themselves about and observe any such restrictions. In particular, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in the United States, Canada, Australia, Japan, South Africa, New Zealand or the Republic of Ireland or any other jurisdiction in which such offer or solicitation, publication or distribution is or would be unlawful.