|2.7 Offer Announcement||6/12/2017||Download|
|Irrevocable undertaking for Peter George Edwin Ayliffe||6/12/2017||Download|
|Irrevocable undertaking for Amanda Jane Burton||6/12/2017||Download|
|Irrevocable undertaking for Lee John Harcourt Cameron||6/12/2017||Download|
|Irrevocable undertaking for Gavin Keith James||6/12/2017||Download|
|Irrevocable undertaking for Timothy Cardwell Wade||6/12/2017||Download|
|Second amended and restated credit agreement dated as of April 30, 2015||6/12/2017||Download|
|Articles of association of Fiserv UK Limited||6/12/2017||Download|
|Articles of association of Monitise PLC||6/12/2017||Download|
|Consent letter of financial advisor to Fiserv, Inc.||6/12/2017||Download|
|Consent letter of financial advisor to Monitise plc||6/12/2017||Download|
|2.11 Circular to shareholders||6/12/2017||Download|
|Fiserv, Inc. press release||6/12/2017||Download|
|Email to employee shareholders||6/12/2017||Download|
|Email to customers||6/12/2017||Download|
|FISV Investor Conference 2017||6/20/2017||Download|
|Rule 8 public opeining position disclosure form in respect of Fiserv||6/22/2017||Download|
The Fiserv Investor Conference webcast is available at http://edge.media-server.com/m/p/bkw9dda6.
NOTICE OF DISCLAIMER – IMPORTANT
ACCESS TO THIS PART OF THE COMPANY’S WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS PART OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS.
Recommended cash offer (the “Offer”) for the entire issued and to be issued share capital of Monitise plc (“Monitise”) by Fiserv, Inc. (the “Company”) via its wholly owned subsidiary Fiserv UK Limited (“Bidco”) to be affected by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006.
YOU ARE ATTEMPTING TO ENTER THE PART OF THIS WEBSITE THAT IS DESIGNATED FOR THE PUBLICATION OF ANNOUNCEMENTS, DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. THIS INFORMATION IS BEING MADE AVAILABLE ON THIS PART OF THE COMPANY’S WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
1. ACCESS TO THE WEBSITE
Please read this notice carefully – it applies to all persons who view this part of the Company’s website and, depending upon who you are and where you are located, it may affect your rights or responsibilities. This part of the Company’s website contains announcements, documents and information relating to the Offer (the “Information”). Please note that, as the Offer progresses, the Information as well as the terms of this notice may be altered or updated. You should read the full text of this notice each time you visit this part of the Company’s website. In addition, the Information may be amended at any time in whole or in part at the sole discretion of the Company.
For regulatory reasons, the Company must ensure that persons seeking to access this part of the Company’s website are made aware of the appropriate regulations for the country which such person is in. To allow you to view the Information, you have to read the following and then click “I agree”. If you are unable to agree, you should click “I disagree” and you will not be able to view the Information.
2. OVERSEAS JURISDICTIONS
Viewing the Information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view the Information. If you are not permitted to view the Information, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” box below.
The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available in that jurisdiction (a “Restricted Jurisdiction”), and no person may vote in favour of the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons accessing this part of the website (including custodians, nominees and trustees) must not distribute or send any information contained in it in, into or from a Restricted Jurisdiction. In the event that the Offer is implemented by way of a contractual takeover offer (“Takeover Offer”) and extended into the US, the Company will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Offer relates to the shares of an English company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of an English company that is a “foreign private issuer” as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the “Exchange Act”). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation contained in this part of the website will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if the Company were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by the Company and no one else.
3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER
YOU SHOULD NOT SHARE THE INFORMATION WITH OR DOWNLOAD, MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
The Information is being made available in good faith and for information purposes only. Any person seeking access to this part of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making the Information available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
If you are in any doubt about the Information or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to Monitise’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by, or on behalf of, the Company, Bidco or Monitise.
4. FORWARD-LOOKING STATEMENTS
Some of the Information may include statements that are or may be deemed to be “forward-looking statements”. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of Monitise and the Company about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in the information include statements about the expected effects of the Offer on the Company and/or Monitise, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in the Information other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may”, “budget”, “forecasts” and “should” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Monitise or the Company. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements. None of the directors of the Company (“Directors”), the Company or its affiliated companies provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in the Information will actually occur nor do they undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements.
No statement in the documents contained in this part of the website is intended as a profit forecast or profit estimate for any period and no statement in any document contained in this part of the website should be interpreted to mean that earnings or earnings per ordinary share for the Company or Monitise, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of Common Stock for the Company or per ordinary share of Monitise, as appropriate.
In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of the Company and Bidco is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law, regulation and/or the Code, each of the Company and Bidco expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in such information to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of the Company and Bidco or its or their affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO EACH OF THE COMPANY BIDCO AND THE COMPANY THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY. ELECTRONIC VERSIONS OF THE MATERIALS CONTAINED IN THIS PART OF THE WEBSITE ARE NOT DIRECTED AT, OR ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Neither the Company, Bidco nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.
6. GOVERNING LAW
THIS NOTICE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, ENGLISH LAW.
7. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER:
- I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to the Company that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
- I agree to be bound by the terms of the notice set out above. I confirm that I am permitted to proceed to this part of the Company’s website.