Santander to flog Monitise stake to Fiserv

Source: Monitise

Further to the announcement on 17 July 2017, Fiserv and Monitise today announce that they have received a letter of intent to vote in favour of the Acquisition from Banco Santander SA in respect of 108,196,721 Monitise Shares, representing approximately 4.67 per cent. of Monitise's ordinary share capital.

Together with the other irrevocable undertakings and letter of intent as disclosed in the Offer Announcement and the announcement on 17 July 2017, Fiserv and Monitise have now received irrevocable undertakings and letters of intent to vote in favour of the Acquisition in respect of aggregate holdings of 229,577,466 Monitise Shares, which represent approximately 9.90 per cent. of Monitise's ordinary share capital.

A summary of the irrevocable undertakings and letters of intent is contained in Appendix I to this announcement.

As set out in the Scheme Document, the latest times for receipt of forms of proxy for the Court Meeting and the General Meeting are 10.30 am and 10.45 am respectively on 24 July 2017.

The Acquisition is subject, and, accordingly, the Scheme is subject, to a number of conditions set out in full in Part Three of the Scheme Document, including:
• the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) or any adjournment of any such meeting and who represent 75 per cent. in value of the Scheme Shares voted by those Monitise Shareholders;
• the passing of the Resolutions by the requisite majority of Monitise Shareholders at the General Meeting; and
• the sanction of the Scheme by the Court (with or without modification, but subject to any modification being on terms reasonably acceptable to Monitise and Bidco); and
• the delivery of the Court Order to the Registrar of Companies.
Unless otherwise stated defined terms used in this announcement shall have the same meaning as given to them in the Scheme Document.
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