Friday, 21 July 2017

Monitise enters subscription pact with Visa Europe, Visa International

Monitise
Friday 24 August 12

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 (&ldquo…

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.


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