TIDMMONI
RNS Number : 0650D
Monitise PLC
25 March 2014
25 March 2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL
Monitise plc
Completion of Placing
Monitise announces over-subscribed Placing
Further to the announcement released on 24 March 2014, Monitise
plc (LSE: MONI) ("Monitise" or the "Company") is pleased to
announce that it has placed a total of 160,643,031 new ordinary
shares of 1p each (the "Placing Shares") at a price of 68.0 pence
per share (the "Placing Price") with MasterCard and certain
institutional investors on a non pre-emptive basis, raising total
gross proceeds of approximately GBP109 million (the "Placing"). The
Placing was over-subscribed. Further details of the Placing are set
out in the announcement released on 24 March 2014.
Barclays and Canaccord Genuity are acting as Joint Bookrunners
(together, the "Joint Bookrunners", and each a "Joint Bookrunner")
in connection with the Placing.
The Placing Price represents a discount of approximately 1.1 per
cent. to the closing mid-market price of Monitise's Ordinary Shares
on 24 March 2014, being the latest practicable date before this
announcement.
Application has been made for the Placing Shares to be admitted
to trading on AIM ("Admission"). It is expected that Admission will
become effective, and trading in the Placing Shares will commence
on AIM, at 8.00 a.m. on 28 March 2014. The Placing Shares, when
issued, will rank pari passu with the existing Ordinary Shares in
the Company.
Immediately following Admission, Monitise will have
1,843,114,405 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.
Commenting on the completion of the Placing, Monitise Group
Chief Executive Alastair Lukies said:
"We are delighted with the strong support shown by existing and
new shareholders in this successful Placing. By accelerating our
move to a subscription-based business model, Monitise is making
sure that its platform technology is accessible to the widest
number of people through our clients and partners. We look forward
to continuing to grow the Monitise business for the benefit of all
shareholders and stakeholders."
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 utilise
Monitise's technology platforms and services to securely connect
people with their money.
Already 28 million consumers benefit from Monitise's patented
technology to 'bank anywhere', 'pay anyone' and 'buy anything',
accounting for $71bn of payments, purchases and transfers annually.
More information is available at www.monitise.com.
Monitise plc contacts Tel: +44(0)203 657 0900
Alastair Lukies, Chief Executive Officer
Lee Cameron, Chief Commercial Officer
Brad Petzer, Chief Financial Officer
Mike Keyworth, Chief Information Officer
Investor Relations
Andrew Griffin, Haya Herbert-Burns Tel: +44(0)203 657 0366
investorrelations@monitise.com
Media Relations
Gavin Haycock Tel: +44(0)203 657 0362
Gavin.haycock@monitise.com
Barclays Bank PLC Tel: +44(0)203 623 2323
Jim Renwick
Tom Boardman
Canaccord Genuity
Simon Bridges Tel: +44(0)20 7523 8000
Cameron Duncan
Piers Coombs (ECM)
Tim Redfern (ECM) Tel: +44(0)20 7523 4620
FTI Consulting Tel: +44(0)20 7831 3113
Charles Palmer
Jon Snowball
IMPORTANT NOTICE
This Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy or acquire shares in the capital of the Company in the
United States, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended
("Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not
be offered, sold, pledged or otherwise transferred, directly or
indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States. Any
offering to be made in the United States will be made to a limited
number of "qualified institutional buyers" ("QIBs") within the
meaning of Rule 144A under the Securities Act and/or "accredited
investors" ("AIs") pursuant to an exemption from registration under
the Securities Act in a transaction not involving any public
offering. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities
Act ("Regulation S").
No public offering of the shares referred to in this
Announcement is being made in the United States, United Kingdom or
elsewhere.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Joint Bookrunners
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe,
any such restrictions.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Barclays Bank PLC, which is authorised by the Prudential
Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA in the United Kingdom, is acting
exclusively for the Company and no-one else in connection with the
Placing and Admission, will not regard any other person as its
client in relation to the Placing and Admission, and will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Barclays Bank PLC, nor for
providing advice in relation to the Placing, Admission or any other
matter referred to in this Announcement.
Canaccord Genuity Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for the
Company as Nominated Adviser and broker to the Company for the
purposes of the AIM Rules for Companies and the AIM Rules for
Nominated Advisers and no-one else in connection with the Placing
and Admission, will not regard any other person as its client in
relation to the Placing and Admission, and will not be responsible
to any person other than the Company for providing the protections
afforded to clients of Canaccord Genuity Limited, nor for providing
advice in relation to the Placing, Admission or any other matter
referred to in this Announcement.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
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 and regulations of any jurisdiction
outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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