TIDMMONI
RNS Number : 0135D
Monitise PLC
23 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
23 January 2015
Monitise plc
Statement re. media speculation
Monitise plc (LSE: MONI.L) ("Monitise", the "Company" or
"Group") notes the media speculation in connection with the
initiation of its Strategic Review on 22 January 2015 and confirms
that it has received a number of expressions of interest in a range
of potential corporate transactions including a merger with a third
party or a sale of the Company.
Discussions are at a highly preliminary stage and there can be
no certainty that any transaction will result.
As stated on 22 January 2015, the Strategic Review will be all
encompassing and include consideration of a range of corporate
transactions and stock market listing options.
Monitise remains well funded and debt free with GBP129 million
of gross cash, as at 31 December 2014. The Board believes that the
Company has a unique set of global partners and customers, and
reiterates its expectation to be EBITDA profitable in FY 2016 (the
"FY 2016 Profit Forecast"). The Board also reiterates guidance of
200 million users and GBP2.50 ARPU by end FY 2018, based on the
scale of the market opportunity and partnerships in place.
Enquiries:
Investor Relations
Richard Johnson, Haya Herbert-Burns Tel: +44(0)20
investorrelations@monitise.com 3657 0366
Media Relations
Gavin Haycock
Gavin.haycock@monitise.com Tel: +44(0)20
3657 0362
Moelis & Company
Mark Aedy, Elliot Richmond
Canaccord Genuity Tel: +44(0)20
(NOMAD) 7634 3500
Simon Bridges, Cameron Duncan
FTI Consulting Tel: +44(0)20
Charles Palmer, Rob Mindell 7523 8000
Tel: +44(0)20
7831 3113
A copy of this announcement will be available on the Company's
website at www.monitise.com as soon as possible. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Takeover Code
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Code and there can be no
certainty that an offer will be made, nor as to the terms on which
any offer will be made.
Any discussions in relation to a merger with a third party or a
sale of the Company are taking place within the context of a
"formal sale process" as defined in The Takeover Code (the "Code")
in order to enable conversations with parties interested in making
such a proposal to take place on a confidential basis.
Parties with a potential interest in making an offer for, or
merging with Monitise should contact Moelis & Company (contact
details as set out below). Any interested party will be required to
enter into a non-disclosure agreement with the Company on terms
satisfactory to the Board and on the same terms, in all material
respects, as the other interested parties, before being permitted
to participate in the process. The Board reserves the right to
alter any aspect of the process or to terminate it at any time and
will make further announcements as appropriate. The Board reserves
the right to reject any approach or terminate discussions with any
interested party or participant at any time.
As explained in the announcement regarding the Trading Update
and Initiation of the Strategic Review (including commencement of
offer period under the Takeover Code) that was issued on 22 January
2015 (the "22 January Announcement") the Takeover Panel has granted
a dispensation from the requirements of Rules 2.4(a), 2.4(b) and
2.6(a) of the Code such that any interested party participating in
the formal sale process will not be required to be publicly
identified (subject to note 3 to Rule 2.2 of the Code) and will not
be subject to the 28 day deadline referred to in Rule 2.6(a), for
so long as it is participating in the formal sale process. As set
out in the 22 January Announcement, interested parties should note
Rule 21.2 of the Code, which will prohibit any form of inducement
fee or other offer-related arrangement, and that the Company,
although it may do so in the future, has not at this stage
requested any dispensation from this prohibition under Note 2 of
Rule 21.2.
In accordance with Rule 28.1(c)(i) of the Code, the Board of
Monitise confirms that the statements relating to FY 2015 and FY
2016 EBITDA herein have been properly compiled on the basis of the
assumptions stated below and that the basis of accounting used is
consistent with the Company's accounting policies.
BASIS OF PREPARATION OF AND ASSUMPTIONS FOR FY 2015 AND FY 2016
PROFIT FORECASTS
As stated on 22 January 2015, Monitise expect a FY 2015 EBITDA
loss of GBP40-50m (the "FY 2015 Profit Forecast").
Set out below is the basis of preparation in respect of the FY
2015 Profit Forecast and the FY 2016 Profit Forecast (together the
"Profit Forecasts"), together with the assumptions on which they
are based.
Basis of preparation
The FY 2015 Profit Forecast is based on the draft unaudited half
year financial statements of Monitise for the six months ended 31
December 2014 and the management account forecasts for the six
months ended 30 June 2015. The FY 2016 Profit Forecast is based on
the management account forecasts for the 12 months ended 30 June
2016. The Profit Forecasts have been prepared on a basis consistent
with the current accounting policies of the Company. The Profit
Forecasts exclude any transaction costs applicable to the Strategic
Review or any other associated accounting impacts as a direct
result of the Strategic Review.
Assumptions
The Profit Forecasts are based on the following assumptions for
the period to which they relate:
Factors outside the influence or control of the Monitise
Board:
-- There will be no material changes to prevailing global macroeconomic or political conditions
-- There will be no material changes to the conditions of the
markets in which Monitise operates.
-- The main exchange, inflation and tax rates in Monitise's
principal markets will remain materially unchanged from the
prevailing rates.
-- There will be no material adverse events that will have a
significant impact on Monitise's financial performance.
-- There will be no material changes in legislation or
regulatory requirements impacting on Monitise's operations or its
accounting policies.
-- The announcement of the Strategic Review will not result in
any material changes to Monitise's obligations to customers.
Factors within the influence and control of the Monitise
Board:
-- The announcement of the Strategic Review will not have any
material impact on Monitise's ability to negotiate new
business.
-- Successful realignment of the cost base with the transition to the new business model.
FORWARD LOOKING STATEMENTS
This announcement contains (or may contain) forward-looking
statements. Whilst these forward-looking statements are made in
good faith they are based upon the information available to
Monitise at the date of this announcement and upon Monitise's or,
as appropriate, Monitise's Directors' current expectations,
projections, market conditions and assumptions about future events.
These forward looking statements are subject to risks,
uncertainties and assumptions about Monitise and its Group,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditure.
In light of these risks, uncertainties and assumptions, the events
or circumstances referred to in the forward-looking statements may
differ materially from those indicated herein. None of the
projections, expectations, estimates or prospects set out in this
announcement should be taken as forecasts or promises nor should
they be taken as implying any indication, assurance or guarantee
that the assumptions on which such future projections,
expectations, estimates or prospects have been prepared are correct
or exhaustive or, in the case of the assumptions, fully stated in
this announcement. Accordingly these forward-looking statements
should be treated with an appropriate degree of caution and you
should not place undue reliance on any forward-looking statements
as a prediction of actual results or otherwise. None of Monitise,
its Group, nor any of its directors, their respective affiliates,
or individuals acting on their behalf undertake to publicly update
or revise any such forward-looking statements set out in this
announcement, whether as a result of new information, future events
or otherwise. Other than the Profit Forecasts, no statement in this
announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Group for the current
or future financial years will necessarily match or exceed the
historical or published earnings of the Group. Past performance is
no guide for future performance and persons reading this
announcement should consult an independent financial adviser.
Disclosure requirements of the Takeover 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.
RESPONSIBILITY
The directors of Monitise accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of those directors (who have all taken
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does omit anything likely to
affect the import of such information.
FURTHER INFORMATION
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
This announcement is being issued outside the United States
pursuant to and in accordance with Rule 135e under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). This
announcement shall not constitute or form a part of any offer of,
or solicitation to purchase or subscribe for, any securities, nor
shall there be any sale of any securities in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. The securities referred to in this announcement have not
been, and will not be, registered under the Securities Act and may
not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons (as such term is defined in
Regulation S under the Securities Act), except pursuant to an
exemption from the registration requirements of the Securities Act.
No public offering of securities will be made in the United States
or in any other jurisdiction where such an offering is restricted
or prohibited.
Moelis & Company is acting exclusively as financial adviser
to Monitise and no one else in connection with the matters
described in this announcement. In connection with such matters,
Moelis & Company 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
matters described in this announcement or any matter referred to
herein.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
NOMAD 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 Limited nor for providing
advice in connection with the transactions or any other matter
referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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