Fidessa Group Regulatory News (FDSA)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

18 May 2018

Recommended Cash Offer

for

Fidessa group plc ("Fidessa")

by

ION Capital UK Limited ("ION Bidco")

Publication of Offer Document and Receipt of Fidessa Director Irrevocable Undertakings

On 20 April 2018, the boards of Fidessa and ION Bidco announced that they had reached an agreement on the terms of a recommended all cash offer (the "Offer") to be made by ION Bidco for the entire issued and to be issued share capital of Fidessa. Defined terms used but not defined in this announcement have the meanings set out in the Offer Document (as defined below).

ION Bidco announces that the offer document, which contains the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the "Offer Document"), is being published and posted to Fidessa Shareholders today, together with the Form of Acceptance. For information purposes only, the Offer Document will also be sent, or made available to holders of options over Fidessa Shares and persons with information rights.

The First Closing Date of the Offer is 18 June 2018

To accept the Offer in respect of Fidessa Shares held in certificated form (that is, not in CREST), Fidessa Shareholders should complete, sign and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 18 June 2018.

To accept the Offer in respect of Fidessa Shares held in uncertificated form (that is, in CREST), Fidessa Shareholders should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles by no later than 1.00 p.m. (London time) on 18 June 2018. If a Fidessa Shareholder holds Fidessa Shares as a CREST sponsored member, acceptance of the Offer should be referred to the CREST sponsor as only the CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, the Offer Document will be available on the ION Group's website (https://iongroup.com/ion-news/) and Fidessa's website (https://www.fidessa.com/offers-for-fidessa) up to and including the end of the Offer.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Equiniti Limited on 0371 384 2140 (if calling from within the UK) or +44 121 415 0078 (if calling from outside the UK). Lines are open 8:30 a.m. to 5:30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales.

Irrevocable Undertakings

The following Fidessa Directors who hold, or are interested (as defined in the Code) in, Fidessa Shares gave irrevocable undertakings on 18 May 2018 to accept or procure the acceptance of, the Offer in respect of a total of 226,577 Fidessa Shares representing, in aggregate, approximately 0.58 per cent. of the Fidessa Shares in issue on 17 May 2018 (being the latest practicable date prior to the date of this announcement).

The obligations of the Fidessa Directors under the irrevocable undertakings shall lapse and cease to have effect on and from the earlier of the following occurrences:

(a) ION Bidco announces that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Offer or Scheme is announced in accordance with Rule 2.7 of the Code at or about the same time;

(b) the Offer or Scheme lapses or is withdrawn and no new, revised or replacement Offer or Scheme is announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, within five business days of such lapse or withdrawal; or

(c) on the date on which any competing offer is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.

The obligations of the Fidessa Directors under these irrevocable undertakings remain binding in the event of a competing offer.

ION Bidco has therefore received support for the Offer from Fidessa Shareholders and persons interested (as defined in the Code) in Fidessa Shares in respect of a total of 9,978,336 Fidessa Shares representing, in aggregate, approximately 25.7 per cent. of Fidessa's ordinary share capital in issue on 17 May 2018 (being the latest practicable date prior to the date of this announcement).

A summary of the irrevocable undertakings given by Fidessa Directors and other Fidessa Shareholders is contained in Appendix IV to the Offer Document.

Enquiries:

Important Notices

UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser to ION and ION Bidco and no one else in connection with the Offer and shall not be responsible to anyone other than ION, ION Bidco and the Wider ION Group for providing the protections afforded to clients of UBS nor for providing advice in relation to the subject matter of this Announcement or any transaction, arrangement or other matter referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Fidessa and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Fidessa for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Rothschild nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this Announcement, any statement contained herein or otherwise.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker and financial advisor 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 anyone other person 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, any statement contained herein or otherwise.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker exclusively for Fidessa and no one else in connection with the matters set out in this Announcement. In connection with such matters, Numis will not regard any other person as its client, nor will it be responsible to any person other than Fidessa for providing the protections afforded to clients of Numis or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Numis nor any of its affiliates 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 Numis in connection with this Announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of 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 securities of Fidessa in any jurisdiction in contravention of applicable law. The Offer will be implemented solely by means of the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer including details of how to accept the Offer. Any acceptance or other response in relation to the Offer should be made only on the basis of the information contained in the Offer Document. Each Fidessa Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Offer.

The Offer is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom or the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The Offer is not being made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer, are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents and any accompanying document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. The availability of the Offer to Fidessa Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident. Such persons should read paragraph 7 of Part B and paragraph (c) of Part C (if such person holds Fidessa Shares in certificated form) or paragraph (c) of Part D (if such person holds Fidessa Shares in uncertificated form) of Appendix I to the Offer Document and inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

If you are a resident of the United States, please read the following:

The Offer is being made to acquire the securities of Fidessa, a company incorporated under the laws of England and Wales, and is being made in the United States in compliance with, and reliance on, the relevant provisions of Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder. The Offer will be made in the United States by ION Bidco and no one else.

The Offer is subject to the disclosure and procedural requirements of the United Kingdom, which differ from those in the United States. In addition, the payment and settlement procedures with respect to the Offer will comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures. Neither the SEC, nor any securities commission of any state of the United States, has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Fidessa included in the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

In accordance with normal UK practice, ION Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Fidessa outside of the US, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

ION Bidco and Fidessa are organised under the laws of England and Wales. Some or all of the officers and directors of ION Bidco and Fidessa, respectively, are residents of countries other than the United States. In addition, most of the assets of the ION Bidco and Fidessa are located outside the United States. As a result, it may be difficult for US shareholders of Fidessa to effect service of process within the United States upon ION Bidco or Fidessa or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Any person (including custodians, nominees and trustees) who would, or otherwise intends to, or may have a contractual or legal obligation to forward this announcement and all documents relating to the Offer to any jurisdiction outside the United Kingdom, should read paragraph 7 of Part B and paragraph (c) of Part C of Appendix I to the Offer Document before taking any action.

Publication on Website

 A copy of this Announcement and the documents required to be published by Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on https://iongroup.com/ion-news/ and https://www.fidessa.com/offers-for-fidessa by no later than 12 noon (London time) on 21 May 2018.

The contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.