Posts Tagged ‘Monitise’

Monitise open for business in Indonesia with Astra Graphia

Thursday, April 12th, 2012

Monitise Asia Pacific announced that PT Agit Monitise Indonesia, a corner try with a auxiliary of PT AstraGraphia, is prepared for business. The corner try has successfully finished a designation in a Jakarta-based information centre to support a full spectrum of mobile banking, payments and commerce. The height will concede banks, mobile operators, retailers and other use providers to bond around a entirely interoperable and secure network so they can broach mobile services to both banked and unbanked customers. Agit is providing both information centre services and internal supervision support for a venture. PT Agit Monitise Indonesia is a corner try between Monitise Asia Pacific and Astra Graphia Information Technology (Agit). Monitise Asia Pacific is itself a 50/50 corner try between Monitise and a First Eastern Investment Group. The initial use to go live on a Indonesian height in a center of this year will be launched in and with PermataBank, one of Indonesia’s top-10 banks. The new use will mobilize Indonesia’s endless and world-leading ATM and payments infrastructure regulating Monitise’s internationally determined bank-grade record platform. Indonesia, a world’s fourth many populous nation with 240 million adults and a largest economy in South East Asia, is one of a heading high-growth markets identified by UK Trade Investment, a supervision dialect that helps UK-based companies attain in a tellurian economy.

Article source: http://www.telecompaper.com/news/monitise-open-for-business-in-indonesia-with-astra-graphia

MONITISE PLC : – Acquisition of Clairmail Inc. – 4

Monday, March 26th, 2012

03/26/2012 | 04:14am

26 Mar 2012

MONITISE PLC
(“Monitise” or a “Company”)

Acquisition of Clairmail Inc.

Further enhances Monitise’s tellurian leadership
position in mobile money

Accelerates invasion of a US market

Expected to be gain accretive before finish of
calendar 2013

Monitise plc, (LSE: MONI.L), the
record and services association delivering mobile banking,
payments and commerce networks worldwide,
announces
that it has entered into an agreement to acquire Clairmail
Inc., a heading US provider of mobile banking and payments
solutions (the “Acquisition”), offer enhancing
Monitise’s position as a tellurian personality in a fast
expanding mobile income market. Clairmail is flourishing rapidly
with revenues in 2011 adult by 90% year on year.  

The Acquisition care will be satisfied
unconditionally by a emanate of adult to 312,787,144 new Ordinary
Shares representing approximately 26.5% of a unconditionally diluted
share collateral of a lengthened Company1, post completion, and
values Clairmail during approximately US$1732m (£109m), formed on
Monitise’s share cost of 35.0 p as of a tighten of
trade on Mar 23, 2012. The understanding is redeeming on US
regulatory and shareholder approvals. It is approaching that the
Acquisition will be finished before a finish of a financial
year 2012.

Acquisition highlights and benefits:

·     Further enhances
Monitise’s position as a personality in mobile money
globally.

·     Creates a
pure-play mobile income association of rare scale, in the
US, that is approaching to be a world’s largest mobile
banking and payments market.

·     Unique
bank-grade record capabilities, network partnerships and
RD expertise.

·     Currently, the
total businesses yield world-leading mobile money
services to 13m purebred finish consumers around some of the
world’s heading financial institutions such as a Royal
Bank of Scotland Group, dual of a largest label issuers in
a US, Lloyds TSB, PNC Bank, U.S. Bank and Fifth Third Bank
among others.

·     Together the
total record platforms routine billions of
sell a year and over US$10bn of payments and
transfers on a stream weekly annualised basis.

·     In North
America, a total businesses following a execution of
a Acquisition (the “Enlarged Group”), will
yield mobile income services to a widest probable operation of
financial institutions. A third of a tip 50 North American
financial institutions (including 8 of a tip 13) have
selected a services as good as 100s of smaller and medium
sized financial institutions. The Acquisition provides a step
change in enlargement intensity for a Company by direct
sales in North America. This, total with Monitise’s
existent and unmatched Visa Inc. and FIS strategic
partnerships, provides a Enlarged Group with a leading
position in a US and 3 autocratic routes to
market.

·     Presents
poignant income synergies by leveraging a Enlarged
Group’s record capabilities opposite a combined
patron bottom and providing entrance to Monitise’s
partnership network:

Provides proven indication for
delivering services on both an on-premise and a Software as a
Service (SaaS) basement to financial institutions in a US,
maximising a intensity pool of business to that the
Enlarged Group would be a retailer of choice.

Provides a ability to offer
extended product functionality to US financial institutions
and a distant broader product roadmap.

Delivers a advantages of
Monitise’s network proceed to US business by enabling
business to bond to a far-reaching accumulation of use providers
travelling finance, merchants, faithfulness programmes and
ticketing.

·     The Acquisition
creates a universe category group with an in-depth trust of the
US and tellurian markets. The Clairmail supervision group and
employee
s are approaching to sojourn with the
Enlarged Group with Pete Daffern CEO, of Clairmail, working
closely with Frank D’Angelo, Executive Chairman Monitise
Inc. and former Executive Vice President of Payment Solutions
during FIS, as Monitise focuses on accelerating a significant
enlargement event in a US.

·     The Enlarged
Group has 600 staff opposite North America, Europe, a UK,
Asia-Pacific, Africa and India, providing an unprecedented
turn of imagination in this high enlargement space.

·     A detailed
formation devise is in place and formation will begin
immediately following closing
.

Financial outline and outlook:

·     Like Monitise,
Clairmail is in a high enlargement theatre in addressing the
estimable tellurian mobile income opportunity.

·     Clairmail’s
revenues grew by 90% in calendar 2011 to US$18m3 (£11m), with
a smallest engaged sequence book during year finish of US$47m (£30m),
and an additional US$36m (£23m) of approaching user generated
revenues from existent contracts.

·     On a pro forma
basis, a Enlarged Group’s revenues for calendar 2011
would have been US$56m4 (£35m), with a smallest total order
book during year finish of US$178m (£113m), and a offer US$226m
(£143m) of approaching revenues from existent contracts.

·     Combined pro
forma revenues for calendar 2012 are approaching to be tighten to
US$100m.

·     The EBITDA5 loss
for Clairmail in calendar 2011 was US$21m6 (£13m), giving a
pro forma EBITDA detriment for a Enlarged Group of US$43m
(£28m).

·     Before a end
of calendar 2013, Monitise expects a Acquisition to be
gain accretive and a Enlarged Group to grasp EBITDA
breakeven, with sum margins in additional of 70% by June
2013.

·     The Enlarged
Group’s net income change on a pro forma basement during a end
of calendar 2011 was US$73m (£46m).

Alastair Lukies, Monitise Group Chief Executive,
commented:

“Monitise has determined itself as the
world’s series one height and ecosystem of choice in
a hugely sparkling mobile income industry. This transaction
offer enhances this care position and is good news
for all those wanting to offer bank-grade mobile money
services to billions of consumers worldwide.

Combining Monitise and Clairmail substantially
accelerates a already clever position in one of the
world’s heading banking and payments market, namely the
US. With a race of 314 million and over a 100% mobile
phone penetration, it is approaching that 111 million US
consumers will be regulating mobile banking by 20167 while mobile
commerce revenues are foresee to strike $31 billion in 20168.
 The destiny of payments, a internet, sell and social
networking is all mobile.

This understanding is transformational for a customers, our
team, a shareholders and a company.  With the
ongoing support of a vital partners such as Visa and
FIS we are ideally placed to assistance a clients in the
financial services attention urge and extend their position
amid a seismic changes being unleashed by mobile.

Pete and his group have finished an considerable pursuit in
building relationships, products and a altogether Clairmail
business that is really good reputable in a US market. We
demeanour brazen to welcoming them to a Monitise
journey.”

Pete Daffern, Clairmail Chief Executive Officer,
commented:

“Since 2004, we have been dedicated to assisting our
financial establishment clients correlate with their customers
and expostulate new sources of income around mobile, a strategic
channel of a future.

Consumers in a US are benefiting from increasingly
innovative and integrated mobile banking, payments and
commerce services on their handsets so they can conduct their
income on a move. Clairmail has determined itself as a
marketplace personality as a ardour for mobile banking and payments
has grown exponentially.

We are vehement to be fasten a Monitise family during a
pivotal indicate in a mobile income revolution. This combination
presents a poignant event to jointly propel our
innovative and market-leading products and services to the
subsequent level. Together, we are a some-more appealing partner for
a business and a some-more sparkling association for our
employees.”

Goldman Sachs International acted as financial adviser
and Canaccord Genuity Limited as Nominated Adviser and Broker
to Monitise in tie with a Acquisition.

An researcher and financier call and display will be
reason on Monday Mar 26 during 3.00pm BST/ 10.00 am EST/ 7.00 am
PST.

Dial-in sum are as follows:

Conference ID and name: 65441607, ‘Monitise
call’

UK: Free call during 0800 694 1610

UK Standard International: +44 (0) 1452 587 434

US: Free call during 1866 597 3800

Slides will be done accessible at

https://webconnect.webex.com/webconnect/onstage/g.php?t=ad=660179638

Please safeguard that we register during slightest 10-15 minutes
before a discussion start time.

A replay trickery will also be accessible at
http://www.monitisegroup.com/investor_relations
from Tuesday, Mar 27 until Tuesday, Apr 3.

1. Taking comment of insincere emanate of warrants and
shares underneath choice scheme

2. Foreign sell rate for Sterling/US Dollar
used is $1.58, being a rate as during 23 Mar 2012

3. Management estimates of rebased IFRS
numbers and accounting policies, homogeneous revenues of $13m
underneath US GAAP

4. Includes supervision estimates of
rebased IFRS numbers and accounting policies

5. Defined as Earnings Before Interest Tax
Depreciation and Amortisation, share formed payments and
exceptionals

6. Management estimates of rebased IFRS
numbers and accounting policies, homogeneous EBITDA detriment of
US$18m underneath US GAAP

7. Javelin Research, 2012

8. Forrester Research, 2011

Contacts:

Monitise Group 


Gavin Haycock, Media Relations

Gavin.haycock@monitisegroup.com

Tel: +44 (0) 20 7947 4156

Haya Herbert-Burns, Investor Relations

Haya.herbert-burns@monitisegroup.com

Tel: +44 (0) 20 7947 4928



Monitise Executive Team


Alastair Lukies, CEO


John Brougham, CFO


Lee Cameron, CCO


Mike Keyworth, COO


Frank D’Angelo, Executive Chairman, Monitise
Inc.




Canaccord Genuity Limited (NOMAD)

Tel: +44 (0) 20 7050 6500

Simon Bridges




Goldman Sachs International

Tel: +44 (0) 20 7774 1000

Phil Shelley




FTI Consulting

Tel: +44 (0) 20 7831 3113

Charles Palmer


Jon Snowball


Forward Looking Statements

This proclamation contains ‘forward-looking
statements’ concerning Monitise and Clairmail that are
theme to risks and uncertainties. Generally, a words
‘will’, ‘may’, ‘should’,
‘continue’, ‘believes’, ‘targets’,
‘plans’, ‘expects’, ‘aims’,
‘intends’, ‘anticipates’ or similar
expressions or negatives thereof brand forward-looking
statements. Forward looking statements embody statements
relating to a following: (i) destiny collateral expenditures,
expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend
policy, waste and destiny prospects; (ii) business and
supervision strategies and a enlargement and enlargement of
Monitise’s or Clairmail’s operations and potential
synergies ensuing from a Acquisition; and (iii) the
effects of supervision law on Monitise’s or
Clairmail’s business.

These forward-looking statements engage risks and
uncertainties that could means tangible formula to differ
materially from those voiced in a forward-looking
statements. Many of these risks and uncertainties describe to
factors that are over Monitise’s or Clairmail’s
ability to control or guess precisely, such as future
marketplace conditions, changes in regulatory sourroundings and the
poise of other marketplace participants. Neither Monitise nor
Clairmail can give any declaration that such forward-looking
statements will infer to have been correct. The reader is
cautioned not to place undue faith on these
forward-looking statements, that pronounce usually as of a date
of this announcement. Neither Monitise nor Clairmail
undertakes any requirement to refurbish or correct publicly any of
a forward-looking statements set out herein, either as a
outcome of new information, destiny events or otherwise, except
to a border legally required.

Nothing contained herein shall be deemed to be a
forecast, projection or guess of a destiny financial
opening of Monitise, Clairmail or any other person
following a doing of a Acquisition or
otherwise.

1. INTRODUCTION AND SUMMARY

The house of directors of a Company (the
“Board” or a “Directors”) is gratified to
announce that Monitise has entered into a conditional
agreement to acquire Clairmail, Inc.
(“Clairmail“). Clairmail is a US based
heading provider of mobile banking and payments
solutions.

The Directors trust that a Acquisition of Clairmail
will accelerate Monitise’s invasion of a US market,
offer enhancing Monitise’s position as a global
personality in a quick expanding mobile income market.

Monitise views a Acquisition as an important
vital event to extend a participation in a US,
delivering forlorn scale in terms of platform
capability, reach, revenues, sales presence, RD, resources
and network relationships.
The Acquisition
provides a step change in enlargement intensity by direct
sales in a US. This, total with Monitise’s existing
and unmatched Visa Inc. and FIS vital partnerships,
provides a Enlarged Group with a heading position in a US
predicated on 3 autocratic routes to market.

The care for a Acquisition comprises
unconditionally of a emanate and subsidy of adult to
312,787,144  new Ordinary Shares (the
Consideration“). Nine percent of the
Consideration (the “Deferred
Consideration
“) shall not be released on completion
of a Acquisition though shall be reason behind by a Company for
a duration of adult to 18 months from a execution of the
Acquisition as prejudiced confidence for a obligations of
the  Clairmail shareholders and certain choice holders
underneath a agreement and devise of merger, antiquated as of Mar 24,
2012, by and among a Company, Millennium Merger Sub, Inc.,
Clairmail and Shareholder Representative Services LLC (the
Agreement“).  The Consideration
will be allocated among a holders of Clairmail common
stock, elite stock, options and warrants in accordance
with a terms and conditions of a Agreement.

The Acquisition is redeeming inter alia on the
placement of a assent (the “Permit“)
commendatory a integrity of a Agreement pursuant to Section
25121 of a California Corporate Securities Law of 1968, as
amended, and a manners promulgated thereunder by the
California Commissioner of Corporations, and acknowledgment of the
new Ordinary Shares to be released as partial of a consideration
to trade on AIM (“Admission“). 
The Acquisition is also redeeming on other events
prevalent for a transaction of this form such as US
regulatory clearances.

A notice convening a ubiquitous assembly of a Company
will be sent to Monitise shareholders in due course, during which
a fortitude will be due seeking a government for the
Board of Monitise to distribute a Ordinary Shares that are to be
released as a Consideration for a Acquisition.

It is approaching that a Acquisition will be completed
before a finish of a financial year 2012.

2. INFORMATION ON CLAIRMAIL

Clairmail is a private association headquartered in San
Rafael, California, USA and was founded in 2004. It is a
heading provider of mobile banking and payments solutions in
a US market. The Clairmail mobile height operates across
many opposite devices, protocols, carriers and
applications.

Clairmail has been selected by over half of a tip 13
North American financial institutions, and a third of a top
50. These embody dual of a largest label issuers in a US,
as good as PNC Bank, Sallie Mae and Fifth Third Bank among
others. Its 48 business paint an finish consumer strech of
135 million. The Clairmail business has a vast and rapidly
flourishing end-user base, now in additional of 6 million
purebred customers, a 110% boost over a before year.
Clairmail sees over 745 million sell on an annualised
basement on a platform.

The pivotal facilities of Clairmail’s patron contracts
are:

·     Multiyear
contracts delivering smallest committed revenues;

·     Recurring annual
assent fees and compared support fees;

·     Incremental
income from additional user generated fees; and

·     Revenue for
doing services.

Clairmail’s existent contracts during 2011 calendar
year finish represented a smallest engaged sequence book of
US$47m (£30m), with an additional US$36m (£23m) of expected
user generated income from existent contracts.

Clairmail has an determined 25 clever proceed sales
force in a US and 88 developers and engineers formed in the
San Francisco area.

On an IFRS basement for a twelve months finished 31
Dec 2011, Clairmail generated revenues of US$18m (£11m),
an EBITDA detriment of US$21m (£13m) and had sum resources of
US$13m (£8m).


Following a execution of a Acquisition certain
Clairmail Shareholders will turn poignant shareholders
of a Enlarged Group; such shareholders embody Norwest
Venture Partners, Outlook Ventures, JAFCO Ventures and
Investor Growth Capital. Norwest Venture Partners have the
right to appropriate one member to a Monitise house of
directors on completion.

3. BENEFITS OF THE ACQUISITION

The US marketplace for mobile banking, payments and commerce
is projected to soar driven by intelligent phone adoption.  Of
a 327 million wireless subscriber connectors for a
race of 314 million, 96 million of those subscribers
have intelligent phones.
The US marketplace as during December
2010 represents an released cardholder base, including debit
and credit cards, of 1.1 billion compared with 140 million in
a UK1.
According to
Forrester
mobile commerce revenues are forecast
to strike $31 billion in 2016 and Javelin investigate forecasts
that 111 million US consumers will be regulating mobile banking by
2016
.

This high intelligent phone invasion joined with a US
marketplace done adult of approximately 7,500 banks provides a
constrained marketplace event for Monitise, a leading
provider of mobile income services worldwide. T
he
Acquisition will offer to accelerate, extend and strengthen
Monitise’s existent strech in this pivotal market.

The principal advantages of a Acquisition on Monitise
are as follows:

Routes to market

The Acquisition provides a step change in growth
intensity for a Company by proceed sales in a US.
This, total with Monitise’s existent and unmatched
Visa Inc. and FIS vital partnerships, provides the
Enlarged Group with a heading position in a US and three
autocratic routes to market.

Customer base

Clairmail has been selected by over half of a tip 13
North American financial institutions, and a third of a top
50. It extends Monitise’s US patron bottom of 250
financial institutions with a serve of Clairmail’s
48 financial institutions. Clairmail’s customers
include
two of a largest card
issuers in a US, as good as PNC Bank, Sallie Mae and Fifth
Third Bank among others.

Synergies

The Acquisition presents poignant income synergies
by leveraging a Enlarged Group’s technology
capabilities opposite a total patron bottom and providing
entrance to Monitise’s partnership network.

The Enlarged Group will have a ability to deliver
services on an on-premise basement or on a Software as a Service
(SaaS) basement and offer stream and impending business a
broader product charity with extended functionality.

Monitise will also move a advantage of a network
proceed to US business by enabling business to create
constrained mobile propositions  by joining to a wide
accumulation of use providers including mobile phone top-up,
prepaid cards and movement ticketing providers among
others.

The Acquisition delivers an extended product apartment that
is applicable opposite a full spectrum of financial
institutions, in a US and globally, and brings
cross-selling opportunities.

These advantages are approaching to expostulate new patron wins
and even aloft user generated and transaction revenues for
a Enlarged Group.

Resources

The Enlarged Group will advantage from a pool of
high-quality technology, RD and sales staff, opposite key
geographies including North America, Europe, a UK, Asia
Pacific, Africa and India, offer enhancing Monitise’s
position as a heading tellurian provider of mobile money
services and solutions with approximately 600 staff.

Market trust and relationships

The Acquisition creates a universe category and complementary
group with an in-depth trust of a US tellurian markets.
The Clairmail supervision group and employees are approaching to
sojourn with a Enlarged Group. Pete Daffern will sojourn in
his purpose as Head of a Clairmail business and will also join
a Group Executive Board of Monitise, bringing his
estimable knowledge and imagination to bear opposite a Group
enlargement strategy. In his purpose Pete Daffern will be working
closely with Frank D’Angelo, Executive Chairman of
Monitise Inc.

4. PRINCIPAL TERMS OF THE ACQUISITION

The Agreement is redeeming upon, among other
things:

(i)          
the placement of a Permit; and

(ii)         
the capitulation for a placement of a new Ordinary
Shares by Monitise Shareholders;

(iii)        
all watchful durations underneath a Hart-Scott-Rodino Act
carrying expired; and;

(iv)        
acknowledgment of a new Ordinary Shares to be released in respect
of a Consideration to trade on AIM.

Consideration

The limit care that could turn payable
pursuant to a Acquisition is 312,787,144 new Ordinary
Shares, representing approximately 26.5% of Monitise’s
unconditionally diluted lengthened share collateral post completion.

The Consideration, reduction a Deferred Consideration,
becomes payable on execution of a Acquisition and shall
contain 284,636,301 new Ordinary Shares. This includes the
emanate of new Ordinary Shares and a arrogance by the
Company of existent options and warrants of Clairmail, which
will be converted into rights to accept a series of new
Ordinary Shares described in a Agreement.  The
Deferred Consideration shall be reason behind for a duration of up
to 18 months following execution of a Acquisition and
shall turn payable, theme to a terms of the
Agreement.  Each hilt of Clairmail common batch and
elite batch shall be entitled to accept such series of
new Ordinary Shares as is set onward in the
Agreement. 

Lock-up

The new Ordinary Shares released to certain shareholders
and choice holders of Clairmail in tie with the
Acquisition are theme to lock-up supplies for twelve
months from a date of completion. Trading during a six
months following that duration is theme to nurse market
trade provisions. 

Permit

The parties will request to have released by a California
Commissioner of Corporations a assent authorising the
placement of a new Ordinary Shares pursuant to a
registration grant underneath Section 3(a)(10) of a US
Securities Act of 1933, as amended, and  Section 25121
of a California Corporate Securities Law of 1968, as
amended.  The California Commissioner of Corporations
will reason a conference to examination a Merger and a Merger
Agreement.  The placement of a assent is a condition to
a obligations of a parties to unqualified the
Merger.  It is now approaching that a hearing
before a California Commissioner of Corporations will occur
within a subsequent 6-8 weeks.

Agreement

The Acquisition is to be effected as a partnership underneath US
law. Specifically, Monitise has combined a new unconditionally owned US
subsidiary, that will combine with and into Clairmail. 
The apart authorised existence of a new auxiliary will cease
and Clairmail will continue as a flourishing house and
a wholly-owned auxiliary of Monitise.

Following receipt of a Permit and a compensation of
other specific shutting conditions (including a acknowledgment of
a new Ordinary Shares to trade on AIM), a partnership will
be effective during a time a certificate of partnership is filed
with a Secretary of State of a State of Delaware. 
The partnership agreement might be consummated by any celebration before to
shutting underneath certain circumstances, including since of a
material, uncured crack of a partnership agreement by one of
a parties.

5. GENERAL MEETING

A ubiquitous assembly of Monitise will be convened, at
that a fortitude will be due that will find the
government for a Board of Monitise to distribute a Ordinary
Shares that are to be released as a Consideration for the
Acquisition.

A notice convening this assembly will be sent to
Monitise Shareholders in due course.

6. ADDITIONAL INFORMATION

Application will be done to a London Stock Exchange
for a new Ordinary Shares to be released as partial of the
Initial Consideration to be certified to trade on AIM. It is
approaching that Admission will turn effective, and that
trade in a New Ordinary Shares will embark following
receipt of a Permit and a Agreement becomes wholly
umbrella though for Admission.

The new Ordinary Shares will, when released and fully
paid, arrange pari passu in all respects with a existing
Ordinary Shares, including a right to accept any dividend
or other placement announced or done after
Admission.

This proclamation does not constitute, or form partial of,
an offer to sell, or a questionnaire of an offer to
allow for or buy any securities.

This proclamation is not an offer of bonds for
sale in or into a United States. Any bonds released in
tie with a Acquisition have not been and will not be
purebred underneath a US Securities Act of 1933, as amended
(the “Securities Act”) and might not be offered,
sold, taken adult or renounced in a United States absent
registration underneath a Securities Act or an applicable
grant from such registration. There will be no public
charity of bonds in a United States. The Ordinary
shares have not been and will not be purebred with any
regulatory government of any state or other office of
a United States.

1. Source: Bank of International Settlement


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This press recover was released by Monitise plc and was primarily posted during http://online.hemscottir.com/ir/moni/rnsfeed.jsp?item=971107138033533 . It was distributed, unedited and unaltered, by noodls on 2012-03-26 10:08:16 AM. The issuer is only obliged for a correctness of a information contained therein.

Article source: http://www.4-traders.com/MONITISE-PLC-4007124/news/MONITISE-PLC-Acquisition-of-Clairmail-Inc-14237200/