TIDMMONI
RNS Number : 1286G
Monitise PLC
27 February 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
27 February 2015
Monitise plc
(the "Company" or "Monitise")
Rule 2.10 Announcement: Issue of Deferred Consideration and
Exercise of Employee Share Options
As required by Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), the Company announces that pursuant to the
authority granted by its shareholders at its General Meeting on 25
June 2012, it has issued 12,887,454 Ordinary Shares in respect of
the final deferred consideration held back following Monitise's
acquisition of Clairmail, Inc announced on 26 March 2012. This
represents GBP2.8 million based on the closing share price of 22.0p
on 26 February 2015.
The Company also announces that it has also issued 659,427
ordinary shares of 1 pence each ("Ordinary Shares") following the
exercise of employee share options under the Company's share option
schemes.
Application has been made for the new shares to be admitted to
trading on the AIM market of the London Stock Exchange each with
ISIN number GB00B1YMRB82. Upon Admission, the shares will rank pari
passu in all respects with the existing Ordinary Shares of the
Company.
It is expected that Admission of the new shares will become
effective on 2 March 2015. Following Admission, and based on the
Company's current issued share capital, Monitise is expected to
have 2,149,458,962 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 or the Code.
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 use Monitise's
technology platforms and services to securely connect people with
their money.
33 million consumers have registered for Monitise's patented
technology to 'bank anywhere', 'pay anyone' and 'buy anything',
accounting for $101bn of payments, purchases and transfers
annually. Additionally, Monitise-designed high-engagement apps
across multiple industry verticals and email subscribers to the
Monitise Content consumer business total more than 49 million. More
information is available at www.monitise.com. For views and
insights from the Monitise team about the world of Mobile Money,
visit www.monitise.com/insights.
Contacts:
Monitise Group Tel: 020 3657 0900
Tom Spurgeon, Company Secretary
Richard Johnson, Haya Herbert-Burns, Investor Relations
Moelis & Company (financial advisor) Tel: 020 7634 3500
Mark Aedy, Elliot Richmond
Canaccord Genuity (nominated advisor) Tel: 020 7523 8000
Simon Bridges, Cameron Duncan
Brunswick Tel:020 7404 5959
Jonathan Glass, Andrew Garfield
Moelis & Company UK LLP ("Moelis & Company") is acting
exclusively as financial adviser to Monitise and no one else in
connection with the strategic review announced by the Company on 22
January 2015 and will not regard any other person as their client,
nor will they be responsible to any person other than Monitise for
providing the protections afforded to clients of Moelis &
Company or for providing advice in connection with the strategic
review.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as nominated advisor and broker to
Monitise and is acting for no-one else in connection with the
transactions herein and will not be responsible to anyone other
than Monitise for providing the protections afforded to clients of
Canaccord Genuity nor for providing advice in connection with the
transactions or any other matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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% 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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