25th Jun 2012 10:05
25 June 2012
Monitise plc
("Monitise" or the "Company")
Result of General Meeting, Blocklisting Application and Anticipated Additional Listings
Result of General Meeting
Further to the Company's announcement of the proposed acquisition of Clairmail Inc. (the "Acquisition") on 26 March 2012 and its announcement of 8 June 2012 confirming that a circular including a notice of general meeting of the Company (the "Circular") had been published and posted to shareholders, Monitise is pleased to announce the result of its general meeting held earlier today. Each of the proposed resolutions, details of which are set out on pages 5 and 8 of the Circular, has been approved. As such, and following an agreement between Monitise to Clairmail, Inc. ("Clairmail") to waive the condition that the Consideration Shares be admitted to trading on the AIM market of the London Stock Exchange before completion can occur, it is expected that the Acquisition will complete within the next 24 hours. A further announcement will be made in due course to confirm that completion has occurred.
Blocklisting Application
The Company announces that it has made a blocklisting application to AIM for 35,944,203 Ordinary Shares. These Ordinary Shares will be available to satisfy the exercise of the Exchanged Incentives (as defined in Resolution 4 of the Circular) and outstanding warrants that will be assumed by the Company in connection with the Acquisition. It is expected that the blocklisting will become effective on 26 June 2012.
Anticipated Additional Listings
Under the terms of the Agreement, Clairmail shareholders are obliged to return signed letters of transmittal to Monitise before they can receive their Consideration Shares. Further to Resolution 1 of the Circular and following receipt of the necessary letters of transmittal, the Company expects to apply for up to a total of 253,071,382 ordinary shares of 1p each in the Company ("Ordinary Shares") to be admitted to trading on AIM. It is expected that applications will be made for this figure of, in aggregate, up to 253,071,382 Ordinary Shares to be admitted to trading in a series of tranches over the weeks that follow completion as Clairmail shareholders return signed letters of transmittal.
Deferred Consideration
In addition to the Ordinary Shares mentioned above, a further amount of 23,771,559 Consideration Shares, being the Deferred Consideration, shall be held back by the Company for a period of up to 18 months to secure the Company's right to indemnification under the Agreement. Upon issuance, the Company will apply to have admitted to trading on AIM such portion of the Deferred Consideration as is ultimately issued.
Summary
As originally communicated in the announcement on 26 March 2012, the total consideration payable in respect of the Acquisition is up to a maximum of 312,787,144 Ordinary Shares (the "Total Consideration"). For the avoidance of doubt, the Total Consideration includes the following: the 253,071,382 Ordinary Shares which are expected to be admitted to trading in the weeks that follow completion as Clairmail shareholders return signed letters of transmittal; the 35,944,203 Ordinary Shares available under the blocklisting application to satisfy the Exchanged Incentives and outstanding warrants; and the Deferred Consideration consisting of 23,771,559 Ordinary Shares.
All defined terms in this announcement shall have the same meaning as ascribed to them in the Circular.
Contacts:
Monitise Group Tel: 020 7947 4300
Tom Spurgeon, Company Secretary
Haya Herbert-Burns, Investor Relations
Canaccord Genuity Limited Tel: 020 7523 8000
Simon Bridges
Cameron Duncan
FTI Consulting Tel: 020 7831 3113
Charles Palmer
Jon Snowball
About Monitise
Monitise is a technology and services company delivering mobile banking, payments and commerce networks worldwide with the proven technology and expertise to enable financial institutions and other service providers to offer a wide range of services to their customers in developed and emerging markets.
With live services in the UK, the US, India and Africa, the company is working with international partners to extend trusted and secure mobile banking, payment and commerce services in territories worldwide, including Europe, Asia Pacific and Latin America. Monitise has strategic partnerships with Visa Inc., Visa Europe, RBS Group and FIS. Other leading partners and clients include HSBC, Lloyds Banking Group, First Direct, U.S. Bank, Standard Chartered Bank, Travelex, Vocalink, Vodafone, Orange, O2, T-Mobile, 3 UK, Research In Motion, The Carphone Warehouse, First Eastern, Astra International, JETCO and PCCW mobile.
More information is available at www.monitisegroup.com
About Clairmail
Clairmail is a private company headquartered in San Rafael, California, USA and was founded in 2004. It is a leading provider of mobile banking and payment solutions in the US market. The Clairmail mobile platform operates across many different devices, protocols, carriers and applications.
Clairmail has been chosen by over half of the top 13 North American financial institutions, and a third of the top 50. These include, among others, two of the largest card issuers in the US, as well as PNC Bank, Sallie Mae and Fifth Third Bank among others. The 48 customers in total represent an end consumer reach of 135 million. The Clairmail business has a large and rapidly growing end-user base, currently in excess of 6 million registered customers, a 110% increase over the prior year. Clairmail sees over 745 million transactions on an annualised basis on its platform.
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