27 Apr 2018 11:09
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 April 2018
Adjournment of Fidessa shareholder meetings in relation to offer from Temenos
On 21 February 2018, the boards of Fidessa group plc ("Fidessa") and Temenos Group AG ("Temenos"), announced that they had reached agreement on the terms of a recommended cash acquisition by Temenos, through its wholly-owned subsidiary Temenos Holdings UK Limited, of the entire issued and to be issued ordinary share capital of Fidessa (the "Temenos Offer"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
On 20 April 2018, the boards of Fidessa and ION Investment Group Limited ("ION") announced that they had reached agreement on the terms of a recommended cash acquisition by ION, through its wholly-owned subsidiary ION Capital UK Limited, of the entire issued and to be issued ordinary share capital of Fidessa, on superior terms to the Temenos Offer, and that the Fidessa Directors had withdrawn their recommendation of the Temenos Offer and proposed to adjourn the Fidessa shareholder meetings convened for 27 April 2018 in relation to the Temenos Offer.
On 20 April 2018, the board of Temenos announced that, should there be an adjournment today of the Fidessa shareholder meetings in relation to the Temenos Offer, the Temenos Offer would lapse in accordance with its terms on 28 April 2018.
The board of Fidessa confirms that the scheme court meeting and general meeting in relation to the Temenos Offer were adjourned indefinitely earlier today. Accordingly, the Temenos Offer will lapse in accordance with its terms on 28 April 2018.
Enquiries:
Fidessa group plc Chris Aspinwall Andy Skelton
| +44(0)207 105 1000 |
Rothschild (Lead financial adviser to Fidessa)Warner Mandel John Deans Anton Black Pietro Franchi | +44(0)207 280 5000 |
Jefferies (Joint corporate broker and financial adviser to Fidessa) Nick Adams Nandan Shinkre
| +44(0)207 029 8000 |
Numis Securities Limited (Joint corporate broker to Fidessa) James Black Simon Willis Jamie Lillywhite
| +44(0)207 260 1000 |
FTI Consulting (PR adviser to Fidessa) Ed Bridges
| +44(0)203 727 1000 |
Important notices
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Fidessa's website: http://www.fidessa.com/offers-for-fidessa. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.
Other information
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Fidessa and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Fidessa for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker and financial adviser exclusively for Fidessa and no one else in connection with the matters set out in this announcement. In connection with such matters, Jefferies will not regard any other person as its client, and will not be responsible to any person other than Fidessa for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, for any statement contained herein or otherwise.
Numis Securities Ltd ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for Fidessa as broker and for no one else in relation to the subject matter of this announcement, and will not be responsible to anyone other than Fidessa for providing the protections afforded to the clients of Numis or for providing advice to any other person in relation to the matters described in this announcement.
The information contained within this announcement is considered by Fidessa to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.
The person responsible for arranging for the release of this announcement on behalf of Fidessa is Anil Shah, Company Secretary.