Deal accelerates Monitise’s Mobile Money capabilities in Europe and the Middle East

Monitise plc (LSE: MONI.L) (“Monitise”, the “Company” or the “Group”)  announces the acquisition of Pozitron Yazilim A.S., a privately-owned mobile technology company based in Turkey, delivering mobile banking, payments and commerce solutions to businesses in its home market, the Middle East and internationally.

“This acquisition of Pozitron further reinforces our leading position as a global technology enabler at the heart of the Mobile Money ecosystem,” said Monitise Group Chief Executive Alastair Lukies. “It comes at a time when we are seeing increasing demand for interoperable Mobile Money services as payments become more digital by the day, not only in Turkey, Europe and the Middle East but also around the world.”

The entire issued share capital of Pozitron has been acquired via an all share deal. The initial consideration is to be satisfied by the issue of 35,925,589 new ordinary shares of 1p each in the Company (“Ordinary Shares”), valued at £24m, based on the closing share price of 66.5p on Friday 31 January, 2014, with an earn-out consideration of up to £36m payable, in Ordinary Shares or cash at Monitise’s discretion, on the achievement of aggressive performance-related targets over three years. Pozitron, like Monitise, is achieving high revenue growth rates. The Pozitron business, with around 130 employees, is profitable, debt free and has a £2m cash balance on acquisition.

Istanbul-based Pozitron, a leading business in Turkey’s Mobile Money space, powers next generation Mobile Money solutions for more than 30 leading enterprises across banking, telecoms, retail and pharmaceuticals, including Turkish Airlines, eBay, ING,TEB, which is part of BNP Paribas,GlaxoSmithKline and Hepsiburada.com, Turkey’s equivalent to Amazon. Financial services partners in its home market include Türkiye İş Bankası, the largest bank in Turkey, Yapı Kredi, the fourth-largest private bank in Turkey and BKM, the country’s national payments switch. In the Middle East, Pozitron’s customers include ANB, one of the largest 15 banks in the Middle East, and QIB, the largest Islamic bank in Qatar.

The Pozitron business, which has been led by Chief Executive and Turkish entrepreneur Fatih İşbecer, will report into Peter Radcliffe, President, International, Monitise.

İşbecer founded the business in 2000, initially as a software development company before evolving it to a mobile-first technology business in 2005. Pozitron, which won the Global Business Plan Contest organised by Harvard Business School in 2008 for an integrated mobile banking product, is a Deloitte Top 10 fastest growing business in Turkey and a Deloitte Technology Fast500 EMEA winner in 2011, 2012 and 2013.

“When we began putting mobile at the heart of our commercial focus nine years ago, we had a vision for how innovative design and ease-of-use could change how people manage their money on the move,” said İşbecer. “Joining Monitise accelerates that vision and gives us access to the Group’s unrivalled technologies and expertise. We look forward to being part of the Monitise team as demand grows for Mobile Money solutions.”

Commenting on the acquisition, Monitise’s Peter Radcliffe said: “Fatih and his team has positioned Pozitron as a leader in its field, delivering best-in-class, easy-to-use mobile engineering and user experience and design capabilities for clients in Turkey, the Middle East and beyond.”

Peter Radcliffe added: “Banks, processors, telcos and retailers all need to create secure, interoperable Mobile Money services which defend them against disintermediation, generate new revenue opportunities and enable them to play a wider role in their customers’ lives. Monitise and Pozitron have a common vision: to help these businesses navigate their way through the Mobile Money landscape. This deal is an important step in that journey.”

Application has been made for the 35,925,589 Ordinary Shares to be admitted to trading on AIM (“Admission”). The new Ordinary Shares will rank pari passu with the existing Ordinary Shares in the Company and it is expected that dealings in these new Ordinary Shares will commence on 4 February 2014.

Following Admission, Monitise will have 1,679,816,170Ordinary Shares in issue. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure and Transparency Rules.