Fidessa Group Regulatory News (FDSA)

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 OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 April 2018

RECOMMENDED CASH OFFERFORFIDESSA GROUP PLCBYION CAPITAL UK LIMITED

(a company indirectly and wholly owned by ION Investment Group Limited)

Summary

· The boards of ION and Fidessa are pleased to announce that they have reached an agreement on the terms of a recommended all cash offer pursuant to which ION Bidco, an indirect wholly owned subsidiary of ION Investment Group Limited, shall offer to acquire the entire issued and to be issued ordinary share capital of Fidessa.

· Under the terms of the Offer, Fidessa Shareholders will be entitled to receive:

£38.703 in cash for each Fidessa Share

· The price of £38.703 in cash for each Fidessa Share values the entire issued and to be issued share capital of Fidessa at approximately £1.5 billion on the basis of a fully diluted share capital of 39,133,650 Fidessa Shares.

· In addition, if the Dividend (as defined below) is approved, Qualifying Fidessa Shareholders will be entitled to receive and retain a final dividend and a special dividend in respect of the year ended 31 December 2017 together amounting to 79.7 pence in aggregate per Fidessa Share, which dividend will be paid on 7 June 2018 or, if earlier, the first settlement date in relation to the Offer following the Offer becoming wholly unconditional (the "Dividend"), without any reduction of the offer consideration payable under the Offer.

· Aggregate entitlements of Fidessa Shareholders under the terms of the Offer shall be rounded down to the nearest pence.

· In aggregate, Qualifying Fidessa Shareholders will receive £39.50 for each Fidessa Share, comprising the cash consideration and the Dividend.

· The price of £38.703 in cash for each Fidessa Share represents a premium of approximately:

· 8.5% to the current offer price of £35.67 per Fidessa Share from Temenos which was announced on 21 February 2018;

· 48.6% to the Closing Price of £26.05 per Fidessa Share on 16 February 2018 (being the last Business Day before the Reference Date);

· 56.9% to Fidessa's three month volume weighted average share price of £24.66 per Fidessa Share to 16 February 2018 (being the last Business Day before the Reference Date); and

· 65.2% to Fidessa's six month volume weighted average share price of £23.43 per Fidessa Share to 16 February 2018 (being the last Business Day before the Reference Date).

· The Offer implies an enterprise value multiple of approximately 4.7x Fidessa's recurring revenue and 25.9x Cash EBITDA for the year ended 31 December 2017.

· ION Bidco believes that Fidessa represents an attractive opportunity to invest in a well-established business with a leading position in equities and derivatives trading solutions. ION Bidco believes that a combination with Fidessa will uniquely position the companies to drive innovation in trading technology and automation across all asset classes. ION Bidco believes that customers will greatly benefit from the integration of the respective products and from the increased investment in long term technology innovations.

· ION Bidco also believes that the Offer provides Fidessa Shareholders with a compelling alternative to the Temenos Offer as it is an increase of £3.03 per Fidessa Share to the existing Temenos Offer.

· The Fidessa Board, which has been so advised by Rothschild as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing its advice to the Fidessa Board, Rothschild has taken into account the commercial assessments of the Fidessa Board. Rothschild is providing independent financial advice to the Fidessa Board for the purposes of Rule 3 of the Code.

· Accordingly, the Fidessa Directors intend to recommend unanimously that Fidessa Shareholders accept, or procure the acceptance of, the Offer (or, if (with the consent of Fidessa and the Panel) ION Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the relevant general meeting of Fidessa Shareholders).

· In light of the Fidessa Directors' intention to recommend the Offer, Fidessa has withdrawn its recommendation of the Temenos Offer and proposes to adjourn the Fidessa Shareholder meetings convened for 27 April 2018 to consider the Temenos Offer.

· Accordingly, ION Bidco and the Fidessa Board believe that Fidessa Shareholders should accept the Offer.

· ION Bidco has 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 9,751,759 Fidessa Shares representing, in aggregate, approximately 25.1 per cent. of Fidessa's ordinary share capital in issue on 19 April 2018 (being the last Business Day before the date of this Announcement).

· This support comprises:

· irrevocable undertakings to accept the Offer from Lindsell Train Limited and Evenlode Investment Management in respect of a total of 8,215,326 Fidessa Shares representing, in aggregate, approximately 21.2 per cent. of Fidessa's ordinary share capital in issue on 19 April 2018 (being the last Business Day before the date of this Announcement); and

· irrevocable undertakings from Elliott International, L.P and Elliott Associates, L.P to request their relevant swap counterparties to accept the Offer in respect of a total of 1,536,433 Fidessa Shares representing, in aggregate, approximately 4.0 per cent. of Fidessa's ordinary share capital in issue on 19 April 2018 (being the last Business Day before the date of this Announcement).

· Further details of the irrevocable undertakings received by ION and ION Bidco (including details of the circumstances in which the irrevocable undertakings will cease to be binding) are set out in Appendix III to this Announcement.

· If, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital (other than the Dividend) is announced, declared or paid in respect of the Fidessa Shares, ION Bidco reserves the right to reduce the consideration payable under the Offer by an amount up to the amount of such dividend and/or distribution and/or reduction of capital so announced, declared or paid.

· The Offer shall be conditional upon valid acceptances being received in respect of Fidessa Shares which, together with any Fidessa Shares acquired by ION Bidco (whether pursuant to the Offer or otherwise), carry not less than 75 per cent. of the voting rights normally exercisable at a general meeting of Fidessa (calculated on a fully-diluted basis). The Offer is also subject to the satisfaction or waiver of the Conditions and to the further terms that are set out in Appendix I to this Announcement and will be set out in the Offer Document. The Conditions include the receipt of anti-trust clearances from the relevant authorities in the UK and US (or lapsing of the applicable waiting periods), the receipt of regulatory clearances from the Financial Conduct Authority and other customary conditions.

· Commenting on the Offer, John Hamer, Chairman of Fidessa said:

"The Board of Fidessa is pleased to recommend ION's cash offer for Fidessa which is at an 8.5% premium to the Temenos proposal and provides our shareholders with even greater value in cash for their shares. ION shares our vision of driving workflow automation in the world's financial markets and has a highly complementary business to ours: Fidessa is a leader in Equities and Derivatives and ION is a leader in Fixed Income and FX. The combination of the businesses has a compelling strategic rationale and will support a well-diversified mix of asset classes, geographies and products."

· Commenting on the Offer, Andrea Pignataro, Chief Executive Officer of ION said:

"Fidessa's leading position in equities and derivatives trading solutions complement our Fixed Income and FX capabilities and will enable us to serve our customers more effectively across all asset classes and accelerate innovation."

· The Offer Document, containing further information about the Offer, shall be published within 28 days of this Announcement (or on such later date as may be agreed by the Panel).

· Subject to the satisfaction or, where applicable, waiver of all relevant conditions, including the Conditions and certain further terms set out in Appendix I to this Announcement and to be set out in the Offer Document, it is expected that the Offer will become wholly unconditional by August 2018. An expected timetable of principal events will be included in the Offer Document.

· This summary should be read in conjunction with, and is subject to, the full text of this Announcement including the Appendices. The Offer will be subject to the Conditions and the further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this summary and this Announcement. Appendix III contains certain details of irrevocable undertakings referred to in this Announcement. Appendix IV contains the definitions of certain terms used in this summary and this Announcement.

Enquiries:

Linklaters LLP and Latham & Watkins LLP are retained as legal advisers to ION. Cleary Gottlieb Steen & Hamilton are retained as legal advisers to Fidessa.

Further information

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 (or if the Offer is implemented by way of a Scheme, the Scheme Document), 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 (or, if applicable, the Scheme 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.

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 and ION Bidco 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 Securities Limited, 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.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom 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.

Copies of this Announcement and formal documentation relating to the Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer.

Further details in relation to Overseas Shareholders will be contained in the Offer Document.

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 expected to be 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 document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Fidessa included in this Announcement and the Offer Document has been or will have 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.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by Fidessa and ION Bidco contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the ION Group or the Enlarged Group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this Announcement relate to the ION Group's or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of ION's or Fidessa's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulation on ION's or Fidessa's business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Fidessa nor ION Bidco, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to any member of the ION Group or Fidessa Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Fidessa and ION Bidco expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts

No statement in this Announcement is intended as a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that earnings or earnings per Fidessa Share, for the current or future financial years would necessarily match or exceed the historical published earnings or earning per Fidessa Share or to mean that the Enlarged Group's earnings in the first 12 months following the Offer, or in any subsequent period, would necessarily match or be greater than those of Fidessa for the relevant preceding financial period or any other period.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by an offeror and Dealing Disclosures must also be made by the offeree company, by an offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Fidessa Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Fidessa may be provided to ION Bidco during the offer period as required under Section 4 of Appendix 4 of the Code.

Publication of this Announcement on website and availability of hard copies

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 the Business Day following this Announcement.

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

You may request a hard copy of this Announcement by contacting Equiniti on 0371 384 2898 (if calling from within the UK) or +44 121 415 0259 (if calling from outside the UK). Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Your attention is drawn to the fact that a hard copy of this Announcement will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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 OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 April 2018

RECOMMENDED CASH OFFERFORFIDESSA GROUP PLCBYION CAPITAL UK LIMITED

(a company indirectly and wholly owned by ION Investment Group Limited)

1 Introduction

The boards of ION and Fidessa are pleased to announce that they have reached an agreement on the terms of a recommended all cash offer pursuant to which ION Bidco, an indirect wholly owned subsidiary of ION Investment Group Limited, shall offer to acquire the entire issued and to be issued ordinary share capital of Fidessa.

2 Summary of terms of the Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I of this Announcement (and the further terms and conditions to be set out in the Offer Document), Fidessa Shareholders will be entitled to receive:

for each Fidessa Share: £38.703 in cash

The consideration values the entire issued and to be issued share capital of Fidessa at approximately £1.5 billion on the basis of a fully diluted share capital of 39,133,650 Fidessa Shares.

In addition, if the Dividend (as defined below) is approved, Qualifying Fidessa Shareholders will be entitled to receive and retain a final dividend and a special dividend in respect of the year ended 31 December 2017 together amounting to 79.7 pence in aggregate per Fidessa Share, which dividend will be paid on 7 June 2018 or, if earlier, the first settlement date of the Offer following the Offer becoming wholly unconditional (the "Dividend"), without any reduction of the offer consideration payable under the Offer.

Aggregate entitlements of Fidessa Shareholders under the terms of the Offer shall be rounded down to the nearest pence.

If after the date of this Announcement, any dividend and/or other distribution and/or other return of capital (other than the Dividend) is announced, declared or paid in respect of the Fidessa Shares, ION Bidco reserves the right to reduce the offer consideration by an amount up to the amount of such dividend and/or distribution and/or reduction of capital so announced, declared or paid.

In aggregate, Qualifying Fidessa Shareholders will receive £39.50 comprising the cash consideration and the Dividend.

The price of £38.703 in cash for each Fidessa Share represents a premium of approximately:

· 8.5% to the current offer price of £35.67 per Fidessa Share from Temenos which was announced on 21 February 2018;

· 48.6% to the Closing Price of £26.05 per Fidessa Share on 16 February 2018 (being the last Business Day before the Reference Date);

· 56.9% to Fidessa's three month volume weighted average share price of £24.66 per Fidessa Share to 16 February 2018 (being the last Business Day before the Reference Date); and

· 65.2% to Fidessa's six month volume weighted average share price of £23.43 per Fidessa Share to 16 February 2018 (being the last Business Day before the Reference Date).

The Offer implies an enterprise value multiple of approximately 4.7x Fidessa's recurring revenue and 25.9x Cash EBITDA for the year ended 31 December 2017.

ION Bidco believes that Fidessa represents an attractive opportunity to invest in a well-established business with a leading position in equities and derivatives trading solutions. ION Bidco believes that a combination with Fidessa will uniquely position the companies to drive innovation in trading technology and automation across all asset classes. ION Bidco believes that customers will greatly benefit from the integration of the respective products and from the increased investment in long term technology innovations.

ION Bidco also believes that the Offer provides Fidessa Shareholders with a compelling alternative to the Temenos Offer as it is an increase of £3.03 per Fidessa Share to the existing Temenos Offer.

3 Recommendation

The Fidessa Board, which has been so advised by Rothschild as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing its advice to the Fidessa Board, Rothschild has taken into account the commercial assessments of the Fidessa Board. Rothschild is providing independent financial advice to the Fidessa Board for the purposes of Rule 3 of the Code.

Accordingly, the Fidessa Directors intend to recommend unanimously that Fidessa Shareholders accept, or procure the acceptance of, the Offer (or, if (with the consent of Fidessa and the Panel) ION Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the relevant general meeting of Fidessa Shareholders).

In light of the Fidessa Directors' intention to recommend the Offer, Fidessa has withdrawn its recommendation of the Temenos Offer and proposes to adjourn the Fidessa Shareholder meetings convened for 27 April 2018 to consider the Temenos Offer.

Accordingly ION Bidco and the Fidessa Board believe that Fidessa Shareholders should accept the Offer.

4 Background to and reasons for the Offer

ION Bidco believes that Fidessa represents an attractive opportunity to invest in a well-established business with a leading position in equities and derivatives trading solutions. ION Bidco believes that a combination with Fidessa will uniquely position the companies to drive innovation in trading technology and automation across all asset classes. ION Bidco believes that customers will greatly benefit from the integration of the respective products and from the increased investment in long term technology innovations.

ION Bidco also believes that the Offer provides Fidessa Shareholders with a compelling alternative to the Temenos Offer as it is an increase of £3.03 per Fidessa Share to the existing Temenos Offer.

5 Background to and reasons for the Recommendation

On 21 February 2018, the boards of Temenos and Fidessa announced that they had reached agreement on the terms of a recommended acquisition by Temenos of the entire issued and to be issued share capital of Fidessa. Under the terms of the Temenos Offer, Fidessa Shareholders would receive £35.67 per Fidessa Share in cash and Qualifying Fidessa Shareholders would receive the Dividend of 79.7 pence per Fidessa share.

Following the posting of the Temenos scheme document on 13 March 2018, Fidessa received an approach from ION regarding a possible higher offer by ION Bidco. Having provided ION with similar access to information on Fidessa as was provided to Temenos, ION Bidco has made an offer of £38.703 per Fidessa Share in cash. Qualifying Fidessa Shareholders will retain the right to the Dividend of 79.7 pence per Fidessa Share.

The cash offer from ION Bidco announced today represents a £3.03 per share (8.5%) premium to the Temenos Offer.

Following careful consideration, the Fidessa Board considers the Offer represents a superior offer for Fidessa Shareholders as compared with the Temenos Offer. Accordingly, the Fidessa Board has withdrawn its recommendation for the Temenos Offer and intends to unanimously recommend the Offer to Fidessa Shareholders, as set out in paragraph 3 above.

6 Management, employees and business of Fidessa

ION Bidco has only been provided with limited due diligence access prior to this Announcement. ION Bidco has, however, undertaken its own assessments based on its industry expertise and knowledge as a long- term investor in financial technology. ION Bidco expects to be able to apply its management expertise and technology architecture to increase Fidessa's operational efficiencies and profit margins.

ION and Fidessa share a common vision for the automation of workflow within the world's financial markets and believe a unique opportunity exists for a company with global scale and deep expertise across a wide range of asset classes. ION believes that its established brand in Fixed Income and FX can reinforce Fidessa's strong brand and position in equity and derivatives trading solutions. ION Bidco expects integration to begin very shortly after completion of the Acquisition, with Fidessa managed as a leading product line within ION's Capital Markets division. ION will look to optimise suppliers, offices, and IT costs across the ION Group. Additionally, ION intends to encourage employee mobility for Fidessa employees across the ION Group. In collaboration with ION's capital markets business leaders and Fidessa's senior management, ION's integration team will oversee the integration efforts.

Following completion of the Acquisition, ION intends to carry out a strategic review of Fidessa's business and operations and currently expects that the review will be completed within approximately three months, assuming quality of the documentation and access to data. 

Employees, management and incentivisation arrangements

ION has significant expertise in the management of financial technology businesses and expects to help Fidessa increase its operational efficiency. ION's global footprint and existing offshore capabilities in Prague, Budapest, Delhi and Pune will be leveraged to drive profitability and business agility within Fidessa. ION will seek to retain the best talent and will ensure that Fidessa's ability to develop its innovative services and support its customers is maintained. ION will also seek to leverage Fidessa's sales organisation across the wider group and will use this to develop further revenue synergies.

ION's evaluation work to identify potential synergies for the Enlarged Group is underway. Although ongoing, evaluation work has confirmed that there is overlap in particular in the general and administrative functions and, to a lesser extent, in client services and in selected development areas. Accordingly, ION anticipates changes to headcount across the broader ION Group following completion of the Acquisition through operational efficiencies. It is expected that any headcount reduction, estimated to be 15-20% of the combined workforce of 3,300 people, will generate approximately $50 million per annum in savings and will be achieved proportionally across the two companies with a significant contribution from natural attrition within the Enlarged Group. More than a proportional contribution will come from general and administrative functions and, to a lesser extent, client services and development, where headcount reductions will be mainly driven by the optimisation of duplicative functions and office locations. Across the combined business ION will also consider how best to leverage its offshore capabilities.

Prior to finalisation and implementation of any workforce reductions, ION would seek appropriate engagement with affected employees and employee representative bodies in accordance with the relevant legal obligations. Where opportunities arise as part of an open recruitment exercise, ION would look to encourage employees to apply for alternative positions within the Enlarged Group. Ultimately ION seeks to always retain the best talent including senior management. Lastly, it is intended that the non-executive Fidessa Directors will resign with effect from completion of the Acquisition.

ION confirms that all existing contractual and statutory employment rights, including in relation to pension contributions, of Fidessa management and employees will be honoured in accordance with applicable law. ION does not intend to make any material changes to the conditions of employment of the management and employees of Fidessa or its subsidiaries. Fidessa currently offers its employees the opportunity to participate in defined contribution schemes, and ION confirms that it will continue to honour the existing arrangements. Proposals regarding incentivisation arrangements for management and employees will be considered as part of the integration review, following completion of the Acquisition, noting that ION focuses on maintaining a culture of success with the objective of retaining and motivating the best talent.

ION does not expect the Acquisition to have a material impact on the research and development activities of either Fidessa or ION.

Head office, locations and listing

The ION Group is an Irish headquartered business with over 40 offices around the globe. ION Bidco intends to leverage the combined global footprint to consolidate offices where feasible in order to significantly reduce rental and lease expenses, and to enable colleagues to work more closely together. Accordingly, ION expects changes to several of Fidessa's offices or office locations, including leveraging Fidessa locations for ION employees and vice versa. ION has identified, in particular, duplication of offices in Toronto, Chicago, Sydney, Singapore and Tokyo and will evaluate whether to combine those offices into a single office. Across the combined business ION will also consider how best to leverage its existing offshore capabilities.

ION Bidco's intention is to seek the cancellation of the trading of Fidessa Shares on the London Stock Exchange from or shortly after completion of the Acquisition.

ION expects to generate approximately $10 million per annum in savings from not having to maintain a stock exchange listing and a reduction in duplicate office costs.

Other cost synergies

ION's evaluation work to identify other potential synergies has confirmed that there are also opportunities to optimize office, suppliers, data and IT costs. ION also expects to integrate Fidessa's data centres, network and communications infrastructure with that of the wider group and expects synergies from the removal of duplication across this infrastructure.

ION expects to generate approximately $60 million per annum in savings from economies of scale and operational efficiencies including from IT optimisation, removal of office duplication, supplier optimisation and other operational improvements due to economies of scale across the two companies.

Conclusion of plans related to restructuring, integration and any workforce reductions will be subject to detailed and comprehensive planning following completion of the Acquisition. Accordingly, beyond the statements set out in this Announcement, ION Bidco cannot be certain what, if any, repercussions there will be on the locations of Fidessa's or ION's places of business, any redeployment of Fidessa's or ION's fixed assets or the number of employees (including in respect of the balance, skills and functions of those employees) in the broader group.

Any timing in relation to the savings plans can only be confirmed following completion of the Acquisition but ION believes the majority of operational savings and any job reductions will be identified within the first year following completion of the Acquisition.

No statements in this paragraph 6 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

7 Irrevocable undertakings to accept the Offer

ION Bidco has 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 9,751,759 Fidessa Shares representing, in aggregate, approximately 25.1 per cent. of Fidessa's ordinary share capital in issue on 19 April 2018 (being the last Business Day before the date of this Announcement). This support comprises: (i) irrevocable undertakings to accept the Offer from Lindsell Train Limited and Evenlode Investment Management in respect of a total of 8,215,326 Fidessa Shares representing, in aggregate, approximately 21.2 per cent. of Fidessa's ordinary share capital in issue on 19 April 2018 (being the last Business Day before the date of this Announcement); and (ii) irrevocable undertakings from Elliott International, L.P and Elliott Associates L.P to request their relevant swap counterparties to accept the Offer in respect of a total of 1,536,433 Fidessa Shares representing, in aggregate, approximately 4.0 per cent. of Fidessa's ordinary share capital in issue on 19 April 2018 (being the last Business Day before the date of this Announcement).

Full details of the irrevocable undertakings received by ION and ION Bidco (including details of the circumstances in which the irrevocable undertakings will cease to be binding) are set out in Appendix III to this Announcement.

8 Information relating to ION Bidco and the ION Group

ION Bidco is a private company limited by shares incorporated and registered in England & Wales with registration number 11262493.

ION Bidco is a member of the ION Group, a software solutions provider, offering products in trading and workflow automation for large financial institutions and corporates. The ION Group is organized in two main divisions:

Capital Markets

ION provides capital markets technology, solutions and data to financial institutions in Fixed Income, FX, Derivatives, Repo and Securities Finance. 

Treasury and Commodities

ION provides treasury and commodities management software to global corporations.

9 Information on Fidessa Group

Fidessa's software solutions and services allow financial services firms to buy, sell and own financial assets of multiple types on a global basis. Fidessa's mission is to deliver solutions that use technology to automate workflow and 'take cost out of the system', and so make customers' business processes easier, quicker and cheaper.

Fidessa operates across two main business units: Sell-side and Buy-side. The Sell-side business unit provides solutions and tools to support the trading of cash equities and derivatives globally. The solutions are scalable from the largest to the smallest operations in the sector. The Buy-side business unit provides the systems to cover every stage of the investment process for all asset classes. The systems are used by the largest investment managers in the world, as well as some of the boutique and hedge funds. Both business units leverage Fidessa's connectivity and market data infrastructure.

The ordinary shares of Fidessa have been listed on the London Stock Exchange since June 1997 under the symbol FDSA. For the financial year ended 31 December 2017, Fidessa generated revenue of £353.9 million, operating profit of £49.6 million and profit before tax of £50.0 million.

10 Financing of the Offer

ION Bidco is providing the cash consideration payable under the Offer from debt to be provided under the Interim Facility Agreement and the Bridge Facility Agreement, both provided by UBS AG, Stamford Branch.

UBS, as financial adviser to ION and ION Bidco, is satisfied that sufficient cash resources are available to ION Bidco to enable it to satisfy, in full, the payment of the cash consideration in connection with the Offer. Full implementation of the Offer will result in cash consideration amounting to approximately £1.5 billion being payable by ION Bidco to Fidessa Shareholders and participants in the Fidessa Share Plans.

11 Fidessa Share Plans

Fidessa and ION Bidco have agreed that, in relation to options and awards to acquire Fidessa Shares granted under the Fidessa Share Plans, ION Bidco will make appropriate proposals to the holders of such options and awards in accordance with Rule 15 of the Code. Further details of these proposals will be set out in the Offer Document and communicated in separate letters to be sent to participants in the Fidessa Share Plans in due course.

12 Offer-related arrangements

Confidentiality Agreement

Fidessa and ION Bidco entered into a confidentiality agreement dated 21 March 2018 (the "Confidentiality Agreement") pursuant to which each party has undertaken, amongst other things, to: (i) keep confidential information relating to, inter alia, the Offer, the Fidessa Group and the ION Group and not to disclose it to third parties (other than certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with an offer for Fidessa. The Confidentiality Agreement further includes customary non-solicitation obligations on ION.

Co-operation Agreement

ION, ION Bidco and Fidessa have entered into the Co-operation Agreement, pursuant to which:

(i) ION and ION Bidco have agreed to use their reasonable endeavours to secure the regulatory clearances and authorisations necessary to satisfy the Regulatory Conditions as soon as reasonably practicable;

(ii) ION, ION Bidco and Fidessa have agreed to certain undertakings to co-operate in relation to such regulatory clearances and authorisations; and

(iii) subject to Fidessa complying with its obligations referred to in (ii) above, ION and ION Bidco have agreed to use their best endeavours to: (a) submit the relevant application form or notification (as applicable) to the Financial Conduct Authority and the United States Department of Justice and Federal Trade Commission and a draft application form to the CMA in connection with the relevant Clearances as soon as reasonably practicable, and, in any event, within 10 Business Days of the date of the Co-operation Agreement; (b) submit the definitive application form to the CMA as soon as reasonably practicable; and (c) respond to any requests from any Relevant Authority in relation to any Clearance in a timely manner and generally progress the applications for Clearance in order to allow the Clearances to be obtained as soon as reasonably practicable.

ION and ION Bidco have also agreed:

(i) if requested by Fidessa in order to provide additional time for ION Bidco to satisfy Condition 1(c), to seek, and use reasonable endeavours to obtain, the consent of the Panel to extend the deadline for ION Bidco to satisfy the Acceptance Condition;

(ii) not to take, without Fidessa's consent, any action which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to the 60th day after publication of the Offer Document (or, if the Panel consents to an extension of the deadline for ION Bidco to satisfy the Acceptance Condition, such later date as is determined by the Panel);

(iii) if requested by Fidessa to seek, and use reasonable endeavours to obtain, the consent of the Panel to extend the deadline for ION Bidco to satisfy the Conditions to the Offer to the date on which Conditions 1(c), 1(d) and 1(f) have been satisfied or waived or have become incapable of satisfaction and (with the permission of the Panel) have been invoked by ION Bidco; and

(iv) subject to obtaining the Panel's consent referred to above, not, without Fidessa's consent, to cause the Offer to lapse before the date on which Conditions 1(c), 1(d) and 1(f) have been satisfied or waived or have become incapable of satisfaction and (with the permission of the Panel) have been invoked by ION Bidco.

The Co-operation Agreement shall be terminated with immediate effect if: (i) ION, ION Bidco and Fidessa so agree in writing; or (ii) the Offer, with the permission of the Panel, is withdrawn or lapses in accordance with its terms (other than in certain limited circumstances).

ION and/or ION Bidco have the right to terminate the Co-operation Agreement if: (i) Fidessa does not consent to the inclusion in the Offer Document of the Fidessa Board's recommendation of the Offer; (ii) the Fidessa Board announces prior to the publication of the Offer Document that it no longer intends to make such recommendation or intends adversely to modify or qualify such recommendation; (iii) if the Offer is implemented by way of a Scheme, the Fidessa Board announces that it will not convene the Scheme Court Meeting or the relevant general meeting of Fidessa Shareholders or that it does not intend to post the Scheme Document; (iv) the Fidessa Board otherwise withdraws, adversely modifies or adversely qualifies such recommendation; (v) where a competing proposal is recommended by the Fidessa Board or effected; or (vi) any Condition not waived is considered by ION Bidco incapable of satisfaction, or any condition incapable of waiver is considered by ION Bidco incapable of satisfaction (where such invocation has been permitted by the Panel).

The Co-operation Agreement also contains provisions that will apply in respect of the Fidessa Share Plans and certain other employee incentive arrangements as well as the Dividend.

13 Structure of the Offer

It is expected that the Offer Document and the Form of Acceptance accompanying the Offer Document shall be published (save with the consent of the Panel) within 28 days of this Announcement. The Offer Document and Form of Acceptance shall be made available to all Fidessa Shareholders at no charge to them. Fidessa Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they shall contain important information.

ION Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the offer by way of a Scheme. If ION Bidco elects to implement the offer by way of a Scheme, that Scheme shall be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.

14 Conditions to the Offer

The Offer shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Offer Document, which include:

(i) valid acceptances of the Offer being received in respect of Fidessa Shares which, taken together with all other Fidessa Shares which ION Bidco acquires or agrees to acquire (whether pursuant to the Offer or otherwise), carry in aggregate not less than 75 per cent. of the voting rights then normally exercisable at a general meeting of Fidessa (calculated on a fully diluted basis), as set out in paragraph 1(a) of Part 1 of Appendix I to this Announcement;

(ii) the Temenos Offer not having become effective or (as the case may be) wholly unconditional in accordance with its terms (or any varied, revised or modified terms) on or prior to the date on which the Offer becomes or is declared wholly unconditional;

(iii) the receipt of anti-trust clearances from the relevant authorities in the UK and US (or the lapsing of applicable waiting periods) as set out in paragraphs 1(c) and 1(d) of Part 1 of Appendix I to this Announcement; and

(iv) the receipt of regulatory clearances from the Financial Conduct Authority as set out in paragraph 1(f) of Part 1 of Appendix I to this Announcement.

Should the Offer become unconditional as to acceptances, any Fidessa Shareholders who have accepted the Offer will be unable to withdraw their acceptance unless and until the Offer subsequently lapses.

15 Compulsory acquisition, de-listing and re-registration

If ION Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Fidessa Shares by nominal value and voting rights attaching to such shares to which the Offer relates and assuming that all of the other Conditions of the Offer have been satisfied or waived (if capable of being waived), ION Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Fidessa Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

If the Offer becomes or is declared wholly unconditional, and sufficient acceptances under the Offer are received, ION Bidco intends to procure that Fidessa shall make an application for the cancellation of the listing of Fidessa Shares on the Official List and for the cancellation of trading of the Fidessa Shares on the London Stock Exchange's market for listed securities.

It is anticipated that cancellation of listing on the Official List and cancellation of trading on the London Stock Exchange shall take effect no earlier than 20 Business Days after either (i) the date on which ION has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. of the voting rights of Fidessa or (ii) the first date of issue of compulsory acquisition notices under Part 28 of the Companies Act. ION Bidco shall notify Fidessa Shareholders when the required 75 per cent. has been attained (or the compulsory acquisition notices served) and confirm that the notice period has commenced and the anticipated date of cancellation.

It is also intended that, following the Offer becoming or being declared wholly unconditional and the Fidessa Shares having been de-listed, Fidessa shall be re-registered as a private company.

Such cancellation and re-registration shall significantly reduce the liquidity and marketability of any Fidessa Shares not assented to the Offer and their value may be affected as a consequence. Any remaining Fidessa Shareholders would become minority shareholders in a privately controlled limited company and may be unable to sell their Fidessa Shares and there can be no certainty that any dividends or other distributions shall be made by Fidessa or that the Fidessa Shareholders shall again be offered as much for the Fidessa Shares held by them as under the Offer.

16 Disclosure of interests in Fidessa Shares

Save in respect of the irrevocable undertakings referred to above, as at the close of business on 19 April 2018 (the last Business Day before the date of this Announcement) neither ION Bidco, nor any directors of ION Bidco, nor, so far as ION Bidco is aware, any person acting in concert (within the meaning of the Code) with ION Bidco had any interest in, right to subscribe for, or had borrowed or lent any Fidessa Shares or securities convertible or exchangeable into Fidessa Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to Fidessa Shares or in relation to any securities convertible or exchangeable into Fidessa Shares.

17 Overseas shareholders

The availability of the Offer and the distribution of this Announcement to persons not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction. Such persons should inform themselves about, and observe, any applicable legal or regulatory requirements. Fidessa Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Fidessa Shareholders are advised to read carefully the Offer Document and the Forms of Proxy once these have been dispatched.

18 Documents available on website

Copies of the following documents will, no later than 12 noon on 23 April 2018 be available on Fidessa's website (https://www.fidessa.com/offers-for-fidessa) and on ION Bidco's website (https://iongroup.com/ion-news/) until the end of the Offer:

· this Announcement;

· the irrevocable undertakings referred to in paragraph 7 above (further details of which are set out in Appendix III of this Announcement);

· the Interim Facility Agreement and the Bridge Facility Agreement referred to in paragraph 10 above;

· the fee letter and commitment letter relating to the Interim Facility Agreement;

· the fee letter and commitment letter relating to the Bridge Facility Agreement;

· the Confidentiality Agreement referred to in paragraph 12 above; and

· the Co-Operation Agreement referred to in paragraph 12 above.

19 General

The Offer shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Offer Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings referred to in this Announcement is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Rothschild and UBS have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names, and, in the case of Rothschild, the inclusion of its advice to the Fidessa Board, in each case in the form and context in which they appear.

Other than under the Co-operation Agreement, there are no agreements or arrangements to which ION Bidco is a party which relate to the circumstances in which it may or may not seek to invoke any of the Conditions to the implementation of the Offer.

The Offer will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Enquiries:

Linklaters LLP and Latham & Watkins LLP are retained as legal advisers to ION. Cleary Gottlieb Steen & Hamilton are retained as legal advisers to Fidessa.

Further information

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 (or if the Offer is implemented by way of a Scheme, the Scheme Document), 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 (or, if applicable, the Scheme 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.

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 and ION Bidco 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 Securities Limited, 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.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom 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.

Copies of this Announcement and formal documentation relating to the Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer.

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 expected to be 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 document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Fidessa included in this Announcement and the Offer Document has been or will have 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.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by Fidessa and ION Bidco contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the ION Group or the Enlarged Group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this Announcement relate to the ION Group's or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of ION's or Fidessa's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulation on ION's or Fidessa's business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Fidessa nor ION Bidco, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to any member of the ION Group or Fidessa Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Fidessa and ION Bidco expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts

No statement in this Announcement is intended as a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that earnings or earnings per Fidessa Share, for the current or future financial years would necessarily match or exceed the historical published earnings or earning per Fidessa Share or to mean that the Enlarged Group's earnings in the first 12 months following the Offer, or in any subsequent period, would necessarily match or be greater than those of Fidessa for the relevant preceding financial period or any other period.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by an offeror and Dealing Disclosures must also be made by the offeree company, by an offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Fidessa Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Fidessa may be provided to ION Bidco during the offer period as required under Section 4 of Appendix 4 of the Code.

Publication of this Announcement on website and availability of hard copies

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 the Business Day following this Announcement.

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

You may request a hard copy of this Announcement by contacting Equiniti on 0371 384 2898 (if calling from within the UK) or +44 121 415 0259 (if calling from outside the UK). Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Your attention is drawn to the fact that a hard copy of this Announcement will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix IConditions And Certain Further Terms Of The Offer

Part 1 Conditions of the Offer

1 The Offer shall be subject to the following Conditions:

Acceptance Condition

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the date falling 21 days after the Offer Document is published (or such later time(s) and/or date(s) as ION Bidco may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of Fidessa Shares which, taken together with all other Fidessa Shares which ION Bidco acquires or agrees to acquire (whether pursuant to the Offer or otherwise), carry in aggregate not less than 75 per cent. (or such lower percentage as ION Bidco may, subject to the Code, decide) of the voting rights then normally exercisable at a general meeting of Fidessa, provided that this Condition shall not be satisfied unless ION Bidco shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Fidessa Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Fidessa including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Fidessa Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition Fidessa Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they shall carry upon issue;

(b) the Temenos Offer not having become effective or (as the case may be) wholly unconditional in accordance with its terms (or any varied, revised or modified terms) on or prior to the date on which the Offer becomes or is declared wholly unconditional;

Antitrust and regulatory approvals and clearances

(c) ION Bidco having received confirmation from the CMA on terms reasonably satisfactory to it that there will not be a Phase 2 CMA Reference in respect of the Acquisition or any part thereof;

(d) all necessary filings having been made and all or any applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the regulations made thereunder having expired, lapsed or been terminated as appropriate, in each case in respect of the Offer;

(e) any additional required filings, consents, approvals, authorisations, clearances or other actions under the Antitrust Laws applicable to the Offer shall have been made, obtained or taken, and any applicable waiting periods thereunder shall have expired or been terminated, in each case, on terms reasonably satisfactory to ION Bidco;

(f) in respect of the acquisition by ION Bidco of, or increase in control by ION Bidco with respect to, Fidessa plc and Fidessa Buy-side Limited, the Financial Conduct Authority: (i) having given notice for the purposes of section 189(4)(a) of FSMA that it has determined to approve such acquisition or increase in control on terms reasonably satisfactory to ION Bidco; or (ii) being treated, by virtue of section 189(6) of FSMA, as having approved such acquisition of or increase in control, where references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009;

General Third Party clearances

(g) other than in respect of the matters referred to in Conditions 1(a) to (f), all material notifications to and filings and applications with Third Parties which are necessary or are considered appropriate by ION Bidco (acting reasonably) having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of any member of, the Wider Fidessa Group by any member of the Wider ION Group, where the direct consequence of a failure to make such a notification or filing or to wait for the expiry, lapse, or termination of any such waiting or time period would be unlawful in any relevant jurisdiction;

(h) other than in respect of the matters referred to in Conditions 1(a) to (f), no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which is or is likely to be material in the context of the Offer which would:

(i) make the Offer or its implementation or the acquisition or proposed acquisition by ION Bidco or any member of the Wider ION Group of any shares or other securities in, or control or management of any member of the Wider Fidessa Group void, illegal or unenforceable in any relevant jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Offer or such acquisition, or otherwise materially impede; or challenge the Offer or such acquisition, or require a material amendment to the terms of the Offer or the acquisition or proposed acquisition of any Fidessa Shares or the acquisition of control or management of Fidessa or the Wider Fidessa Group by ION Bidco or any member of the ION Group;

(ii) materially limit or delay, or impose any material limitations on, the ability of any member of the Wider ION Group or any member of the Wider Fidessa Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Fidessa Group or of the Wider ION Group;

(iii) require, prevent or materially delay the divestiture by any member of the Wider ION Group of any shares or other securities in any member of the Fidessa Group;

(iv) require, prevent or materially delay the divestiture by any member of the Wider ION Group or by any member of the Wider Fidessa Group of all or any part of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(v) except pursuant to sections 974 to 991 of the Companies Act and in connection with the Offer, require any member of the Wider ION Group or of the Wider Fidessa Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party;

(vi) materially limit the ability of any member of the Wider ION Group or of the Wider Fidessa Group to conduct or integrate or coordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider ION Group or of the Wider Fidessa Group;

(vii) result in any member of the Wider Fidessa Group or the Wider ION Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) otherwise materially and adversely affect any or all of the assets, business, profits, financial or trading position of any member of the Wider ION Group or of the Wider Fidessa Group;

(i) all material Authorisations which are considered necessary or appropriate by ION Bidco (acting reasonably) in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of any member of the Wider Fidessa Group by any member of the Wider ION Group or the carrying on by any member of the Wider Fidessa Group of its business having been obtained from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Fidessa Group has entered into contractual arrangements in each case where the absence of such material Authorisation would have a material adverse effect on the Wider Fidessa Group taken as a whole and all such material Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same;

Certain matters arising as a result of any arrangement, agreement etc.

(j) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Fidessa Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of any member of the Wider Fidessa Group by any member of the Wider ION Group or otherwise, would result in (in any case to an extent which is or would be material in the context of the Wider Fidessa Group taken as a whole or in the context of the Offer):

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Fidessa Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider Fidessa Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Fidessa Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable otherwise than in the ordinary course of business;

(iii) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Fidessa Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any onerous obligation or liability arising thereunder;

(iv) any material asset or interest of any member of the Wider Fidessa Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Fidessa Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Fidessa Group otherwise than, in each case, in the ordinary course of business;

(v) any member of the Wider Fidessa Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the creation of any liability (actual or contingent) by any member of the Wider Fidessa Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(vii) the creation or acceleration of any liability to taxation of any such member other than liabilities incurred in the ordinary case, to an extent which is material in the context of the Wider Fidessa Group;

(viii) the interests or business of any member of the Wider Fidessa Group in or with any other person, firm, company or body, or any agreements or arrangements relating to any such interests or business, being terminated or adversely modified or affected; or

(ix) the financial or trading position or the value of any member of the Wider Fidessa Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would, as a consequence of the Offer, result in any of the events or circumstances which are referred to in paragraphs (i) to (ix) of this Condition 1(j), in any case, to an extent which is material in the context of the Wider Fidessa Group taken as a whole;

Certain events occurring since 31 December 2017

(k) except as Disclosed, no member of the Wider Fidessa Group having, since 31 December 2017:

(i) issued or agreed to issue, or authorised the issue of, additional shares or securities of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to sell or transfer any shares out of treasury (save as between Fidessa and wholly-owned subsidiaries of Fidessa or between such wholly-owned subsidiaries and save for (i) options or awards granted under, or (ii) Fidessa Shares transferred from treasury or issued upon the exercise of any options or the vesting or settlement of awards granted under, in either case, the Fidessa Share Plans);

(ii) purchased or redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital to an extent which is material in the context of the Wider Fidessa Group taken as a whole;

(iii) recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than the Dividend or other than to Fidessa or a wholly-owned subsidiary of Fidessa);

(iv) save for any transaction between Fidessa and a wholly-owned subsidiary of Fidessa or between such wholly-owned subsidiaries, entered into, implemented or authorised the entry into, any joint venture or asset or profit sharing arrangement, or merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or, other than in the ordinary course of business, transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case, to an extent which is material in the context of the Wider Fidessa Group taken as a whole);

(v) except as between Fidessa and its wholly-owned subsidiaries or between such wholly-owned subsidiaries made or authorised or proposed or announced an intention to propose any change in its loan capital, in each case: (A) other than in connection with ordinary course financing arrangements; and (B) to an extent which is material in the context of the Wider Fidessa Group taken as a whole;

(vi) issued or authorised or proposed the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between Fidessa and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of the Wider Fidessa Group taken as a whole;

(vii) acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset (other than in the ordinary course of trading) in a manner which is material in the context of the Wider Fidessa Group taken as a whole;

(viii) other than in the ordinary course of business, entered into, varied, or authorised, proposed or announced its intention, other than in the ordinary course of business, to enter into or vary any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(a) is of a long term, onerous or unusual nature or magnitude or which could reasonably be expected to involve an obligation of such nature or magnitude; or

(b) could reasonably be expected to restrict the business of any member of the Wider Fidessa Group;

and which, in each case, is likely to be material in the context of the Wider Fidessa Group taken as a whole;

(ix) other than pursuant to the Offer and except as between Fidessa and its wholly-owned subsidiaries or between such wholly-owned subsidiaries entered into, implemented, effected, authorised or announce its intention to enter into, implement, effect or propose any merger, demerger, reconstruction, amalgamation, scheme, acquisition commitment or other transaction or arrangement in respect of itself or another member of the Wider Fidessa Group otherwise than in the ordinary course of business, in each case, to an extent which is material in the context of the Wider Fidessa Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time), taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding up (voluntarily or otherwise), dissolution, reorganisation or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business to an extent which is material in the context of the Wider Fidessa Group taken as a whole;

(xii) except as between Fidessa and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, waived, compromised or settled any claim which is material in the context of the Wider Fidessa Group taken as a whole;

(xiii) made any alteration to its articles of association or other constitutional documents which is material in the context of the Offer or the acquisition by any member of the Wider ION Group of any shares or other securities in, or control of, Fidessa or any other member of the Wider Fidessa Group;

(xiv) entered into or materially varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider Fidessa Group in each case, to an extent which is material in the context of the Wider Fidessa Group taken as a whole, save for salary increases, bonuses or variations of terms in the ordinary course;

(xv) proposed, agreed to provide or modified the terms of any Fidessa Share Plan or any other or share-based incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Fidessa Group, in each case, in a manner which is material in the context of the Wider Fidessa Group taken as a whole;

(xvi) except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation, made or agreed or consented to any material change to: (A) the terms of the trust deeds, rules, policy or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider Fidessa Group or their dependants (a "Relevant Pension Plan"); (B) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (C) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (D) the manner in which the assets of any Relevant Pension Plan are invested; or (E) the basis or rate of employer contribution to a Relevant Pension Plan, in each case which is material in the context of the Wider Fidessa Group taken as a whole;

(xvii) carried out any act: (A) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (C) which would or might create a material debt owed by an employer to any Relevant Pension Plan; or (C) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan, in each case which is material in the context of the Wider Fidessa Group taken as a whole; or

(xviii) other than in the ordinary course of business, entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 1(k);

No adverse change, litigation or regulatory enquiry

(l) since 31 December 2017, except as Disclosed:

(i) there having been no material adverse change or deterioration in the business, assets, financial or trading positions or profits of any member of the Wider Fidessa Group taken as a whole;

(ii) other than as a result of or in connection with the Offer, no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Fidessa Group is or may become a party (whether as plaintiff, defendant or otherwise) and no investigation of any Third Party against or in respect of any member of the Wider Fidessa Group having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Fidessa Group which in any such case would reasonably be expected to be material in the context of the Wider Fidessa Group taken as a whole;

(iii) (other than as a result of or in connection with the Offer) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Fidessa Group which in any case would or might reasonably be expected to have a material adverse effect that is material in the context of the Fidessa Group taken as a whole;

(iv) no contingent or other liability of any member of the Wider Fidessa Group having arisen or become apparent or increased which would have or would reasonably be expected to have a material adverse effect on the Wider Fidessa Group taken as a whole;

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Fidessa Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which in any case is material and reasonably likely to have an adverse effect on the Wider Fidessa Group taken as a whole; and

(vi) no member of the Wider Fidessa Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider Fidessa Group taken as a whole;

No discovery of certain matters

(m) except as Disclosed, ION Bidco not having discovered that:

(i) any financial or business or other information concerning the Wider Fidessa Group disclosed at any time by or on behalf of any member of the Wider Fidessa Group publicly or to any member of the Wider Fidessa Group or to any of their advisers, is materially misleading or contains any material misrepresentation of fact or omits to state a fact necessary to make any information contained therein not materially misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to ION Bidco or its professional advisers to an extent which in any case is material in the context of the Wider Fidessa Group taken as a whole;

(ii) any member of the Wider Fidessa Group is subject to any liability (actual or contingent) which is material in the context of the Wider Fidessa Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Fidessa Group in each case which is material in the context of the Wider Fidessa Group taken as a whole;

Anti-corruption, sanctions and criminal property

(n) except as Disclosed, ION Bidco not having discovered that:

(i) (A) any past or present member, director, officer or employee of the Wider Fidessa Group is or has at any time during the course of such person's employment with any member of the Wider Fidessa Group engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti-corruption legislation applicable to the Wider Fidessa Group or (B) any person that performs or has performed services for or on behalf of the Wider Fidessa Group is or has at any time during the course of such person's performance of services for any member of the Wider Fidessa Group engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anticorruption legislation; or

(ii) any material asset of any member of the Wider Fidessa Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(iii) any past or present member, director, officer or employee of the Wider Fidessa Group, or any person that performs or has performed services for or on behalf of any such company is or has, at any time during the course of such person's employment with, or performance of services for or on behalf of, any member of the Wider Fidessa Group, engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (A) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Revenue & Customs; or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or

(iv) a member of the Wider Fidessa Group has engaged in any transaction which would cause ION to be in breach of any law or regulation upon its acquisition of Fidessa, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states.

2 For the purposes of these Conditions:

(a) "Disclosed" means the information fairly disclosed by, or on behalf of, Fidessa: (i) in its report and accounts for the year ended 31 December 2017; (ii) in this Announcement; (iii) in any other public announcement made by Fidessa in accordance with the Market Abuse Regulation (2014/596/EU) or the Listing Rules or the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority after 31 December 2017; or (iv) in writing prior to the date of this Announcement by, or on behalf of, Fidessa to ION Bidco (or its respective officers, advisers, employees or agents in their capacity as such);

(b) "Third Party" means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, authority (including any national or supranational antitrust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel;

(c) a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly; and

(d) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals, in each case, of a Third Party.

Part 2 Certain further terms of the Offer

1. To the extent permitted by law and subject to the requirements of the Panel, ION Bidco reserves the right to waive, in whole or in part, all or any of Conditions 1(b) to 1(n), except Condition 1(f) of Part 1 of this Appendix I.

2. The Offer shall lapse unless all the above Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by ION Bidco to be or remain satisfied, by midnight (London time) on the twenty-first day after the later of the first closing date of the Offer and the date on which the Acceptance Condition is fulfilled (or, in each case, such later date as ION Bidco may determine, in accordance with the Code).

3. ION Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 1(b) to 1(n) (inclusive) by a date earlier than the latest date for the fulfilment of that condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

4. The Offer shall lapse if:

a. in so far as the Offer or any matter arising from or relating to the Offer constitutes a concentration with a Community dimension within the scope of Council Regulation (EC) 139/2004 (the "Regulation"), the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a Phase 2 CMA Reference; or

b. the Offer or any matter arising from or relating to the Offer becomes subject to a Phase 2 CMA Reference,

in each case before the later of 1.00 p.m. (London time) on the first closing date of the Offer and the date when the Offer becomes or is declared unconditional as to acceptances.

5. If the Offer lapses, the Offer shall cease to be capable of further acceptance and accepting Fidessa Shareholders and ION Bidco shall cease to be bound by Forms of Acceptance submitted at or before the time when the Offer so lapses.

6. ION Bidco reserves the right to elect, with the agreement of Fidessa and the consent of the Panel (where necessary), to implement the acquisition of Fidessa by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act. In such event, the acquisition shall be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer. In particular, the Acceptance Condition shall not apply and the Scheme shall become effective and binding following:

a. approval of the Scheme at the Court Meeting (or any adjournment thereof) by a majority of the Fidessa Shareholders present and voting either in person or by proxy representing 75 per cent. or more in value of Fidessa Shareholders;

b. the resolutions required to approve and implement the Scheme being those set out in the notice of general meeting of the Fidessa Shareholders being passed by the requisite majority as such general meeting; and

c. the sanction of the Scheme by the Court (with or without modification, and any such modification to be on terms reasonably acceptable to Fidessa and ION Bidco) and an office copy of the order of the Court sanctioning the Scheme and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies.

7. Under Rule 13.5(a) of the Code, ION Bidco may not invoke a Condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to ION Bidco in the context of the Offer. Conditions 1(a) and 1(c) of Part 1 of this Appendix I and, if applicable, the shareholder approval of a Scheme if the offer is implemented by means of a Scheme, are not subject to this provision of the Code.

8. If ION Bidco is required by the Panel to make an offer for Fidessa Shares under the provisions of Rule 9 of the Code, ION Bidco may make such alterations to any of the above Conditions, including the Acceptance Condition, as are necessary to comply with the provisions of that Rule.

9. The Fidessa Shares will be acquired by ION Bidco under the Offer fully paid and free from all liens, charges and encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions declared, paid or made after the date hereof other than the Dividend.

10. Subject to the terms of the Offer, if, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital (other than the Dividend) is announced, declared or paid in respect of the Fidessa Shares, ION Bidco reserves the right (without prejudice to any right of ION Bidco to invoke Condition 1(k)(iii) in Part 1 of this Appendix I), to reduce the offer consideration for the Fidessa Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or in the Offer Document to the offer consideration for the Fidessa Shares will be deemed to be a reference to the offer consideration as so reduced. To the extent that any such dividend and/or distribution and/or other return of capital announced, declared or paid and it is: (a) transferred pursuant to the Offer on a basis which entitles ION Bidco to receive the dividend or distribution and to retain it; or (b) cancelled, the offer consideration will not be subject to change in accordance with this paragraph. Any exercise by ION Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

11. Each of the Conditions shall be regarded as a separate Condition and not be limited by reference to any other Condition.

12. The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by ION Bidco) and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.

13. This Announcement and any rights or liabilities arising hereunder and the Offer will be governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

14. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Offer Document.

Appendix IISources Of Financial Information And Bases Of Calculation Used In This Announcement

1 Unless otherwise stated, the financial information on Fidessa is extracted from Fidessa's Annual Report and Accounts for the year ended 31 December 2017.

2 The value attributed to the existing issued and to be issued share capital of Fidessa is based upon 38,779,389 Fidessa Shares in issue on 19 April 2018 (less 232,290 shares held in trust) and assuming 586,551 Fidessa Shares to be issued pursuant to outstanding options and awards under the Fidessa Share Plans.

3 The volume weighted average prices of a Fidessa share are derived from data provided by Bloomberg.

4 Fidessa's Cash EBITDA defined as profit before income tax adjusted for depreciation of property, plant and equipment, amortisation of product development, amortisation of acquired intangibles, amortisation of other intangible assets, finance income and product development capitalised.

5 The reference to the implied enterprise value multiples is based on the value of the fully-diluted share capital of Fidessa (as per note 2 above) at the offer price less Fidessa's net cash as at 31 December 2017 of £92.4 million adjusted for the 79.7 pence dividend per share, all divided by:

· Fidessa's recurring revenue for the 2017 financial year of £312.3m; and

· Fidessa's Cash EBITDA for the 2017 financial year of £56.0m.

Appendix IIIIrrevocable Undertakings

Part 1 Irrevocable Undertakings to accept the Offer

These Fidessa Shareholders have given irrevocable undertakings to accept, or procure the acceptance of, the Offer (or, if (with the consent of the Panel) ION Bidco exercises its right to implement the Offer by way of a Scheme, vote, or procure votes (whether on a show of hands or a poll and whether in person or by proxy), in favour of the Scheme at the Court meeting and the resolutions to be proposed at the relevant general meeting of Fidessa Shareholders) in respect of their own holdings of a total of 8,215,326 Fidessa Shares representing, in aggregate, approximately 21.2% of the Fidessa Shares in issue on 19 April 2018 (being the last Business Day before the date of this Announcement).

Each of the Fidessa Shareholders listed above has also irrevocably undertaken to vote against any resolutions at the scheme court meeting and general meeting of Fidessa in connection with approving the Temenos Offer to be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, 2 London Wall Place, London EC2Y 5AU on 27 April 2018 at 9:30 a.m. and 9:45 a.m. (London time) respectively, or any other transaction proposed in competition with, or which might frustrate, the Acquisition or which may be prejudicial to the outcome of the Acquisition.

Under the terms of their irrevocable undertaking, Lindsell Train Limited may sell Fidessa Shares to the extent they were faced with an obligation to raise cash to fund a client's redemption provided that such sale is done reasonably proportional to the investments of the relevant fund or trust.

The irrevocable undertakings from the Fidessa Shareholders listed above will only lapse and cease to be binding if:

· this Announcement is not released by 5:00 p.m. on 20 April 2018 or such later time as Fidessa and ION Bidco may agree;

· ION Bidco announces, with the consent of the Panel, and before the Offer Document (or, if applicable, Scheme Document) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Offer (or Scheme, as applicable) is announced by ION Bidco in accordance with Rule 2.7 of the Takeover Code;

· the Offer (or Scheme, as applicable) is withdrawn or lapses in accordance with its terms provided that this shall not apply: (i) where the Acquisition is withdrawn or lapses as a result of ION Bidco exercising its right to implement the Acquisition by way of a Scheme rather than an Offer; or (ii) if the lapse or withdrawal is not confirmed by ION Bidco or is followed within five Business Days by an announcement under Rule 2.7 of the Code by ION Bidco (or a person acting in concert with it) to implement the Acquisition either by way of a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Companies Act or takeover offer (within the meaning of section 974 of the Companies Act); or

· a higher competing offer is made, the value of the consideration per Fidessa Share available under which (when taken together with any entitlement to dividends of Fidessa under the terms of such offer), at the time it is made or, if earlier, publicly announced exceeds the value of the consideration per Fidessa Share available under the Offer (when taken together with the entitlement to the Dividend) by at least five per cent. at that time.

Part 2 Irrevocable Undertakings to request their relevant swap counterparties to accept the Offer

Elliott International, L.P and Elliott Associates L.P have given irrevocable undertakings to request their relevant swap counterparties to accept the Offer in respect of a total of 1,536,433 Fidessa Shares representing, in aggregate, approximately 4.0% of the Fidessa Shares in issue on 19 April 2018 (being the last Business Day before the date of this Announcement).

The irrevocable undertakings from Elliott International, L.P and Elliott Associates L.P will only lapse and cease to be binding if:

· this Announcement is not released by 5.00 p.m. on 20 April 2018;

· ION Bidco announces, with the consent of the Panel, and before the Offer Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Offer is announced by ION Bidco in accordance with Rule 2.7 of the Takeover Code;

· the Offer is withdrawn or lapses in accordance with its terms; or

· a higher competing offer is made, the value of the consideration per Fidessa Share available under which (when taken together with any entitlement to dividends of Fidessa under the terms of such offer), at the time it is made or, if earlier, publicly announced exceeds the value of the consideration per Fidessa Share available under the Offer (when taken together with the entitlement to the Dividend) by at least five per cent. at that time.

Appendix IVDefinitions

The following definitions apply throughout this document unless the context requires otherwise:

"Acceptance Condition" the condition as set out in paragraph 1(a) of Part 1 of Appendix I to this Announcement

"Acquisition" the proposed acquisition by ION Bidco of the entire issued and to be issued share capital of Fidessa to be implemented by means of the Offer or, should ION Bidco so elect, subject to the consent of the Panel and the terms of the Co-operation Agreement, by means of a Scheme

"Announcement" this announcement made pursuant to Rule 2.7 of the Code

"Antitrust Laws" any applicable law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolisation or restraint of trade or lessening of competition through merger or acquisition

"Bridge Facility Agreement" the bridge loan agreement dated 20 April 2018 between ION Trading Technologies Limited as parent, ION Trading Finance Limited as company and UBS AG, Stamford Branch as lender, administrative agent and collateral agent

"Business Day" a day, other than a Saturday, Sunday or public or bank holiday, on which banks are open for business in London, United Kingdom; Dublin, Ireland and New York, United States

"Cash EBITDA" as defined in Appendix II

"Clearances" any approvals, consents, clearances, permissions, confirmations, comfort letters and waivers that may need to be obtained and waiting periods that may need to have expired, from or under any of the laws, regulations or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient to satisfy the Regulatory Conditions

"Closing Price" in respect of a Fidessa Share on any particular day, the closing middle market quotation thereof as derived from the London Stock Exchange Daily Official List (SEDOL) on that day

"CMA" the Competition and Markets Authority in the United Kingdom

"Code" the UK City Code on Takeovers and Mergers as from time to time amended and interpreted by the Panel

"Companies Act" The Companies Act 2006

"Conditions" the conditions to the implementation of the Offer which are set out in Part 1 of Appendix I to this Announcement and to be set out in the Offer Document

"Co-operation Agreement" the co-operation agreement dated 20 April 2018 entered into between ION Bidco and Fidessa

"Court" the High Court of Justice in England and Wales

"Dealing Disclosure" an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer

"Enlarged Group" the ION Group including the Fidessa Group

"Fidessa" Fidessa group plc of Dukes Court, Duke Street, Woking, Surrey

"Fidessa Directors" or "Fidessa Board" the board of directors of Fidessa and "Fidessa Director" means any of them

"Fidessa Group" Fidessa, its subsidiaries, and its subsidiary undertakings from time to time, or any of them, as the context requires

"Fidessa Shareholders" holders of Fidessa Shares from time to time

"Fidessa Share(s)" the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Fidessa and any further such ordinary shares which are unconditionally allotted or issued while the Offer remains open for acceptance or before such earlier date as ION Bidco (subject to the Code) may determine, not, unless the Panel so permits, being earlier than the date on which the Offer becomes, or is declared, unconditional as to acceptances or, if later, the first closing date of the Offer, but, in each case, excluding any treasury shares

"Fidessa Share Plans" the Share Incentive Plan, the Performance Share Plan, the Monthly Share Purchase Plan and the Deferred Annual Bonus Plan, in each case, as amended from time to time

"Form of Acceptance" the form of acceptance and authority relating to the Offer which shall accompany the Offer Document for use by Fidessa Shareholders with shares in certificated form in connection with the Offer

"FSMA" The Financial Services and Markets Act 2000

"Interim Facility Agreement" the interim loan agreement dated 20 April 2018 between ION Investment Corporation S.à r.l. as company and UBS AG, Stamford Branch as lender and administrative agent

"ION" ION Investment Group Limited

"ION Bidco" ION Capital UK Limited

"ION Group" ION, its subsidiaries and its subsidiary undertakings from time to time (including, without limitation, ION Bidco)

"Jefferies" Jefferies International Limited of 68 Upper Thames St, London EC4V 3BJ

"Listing Rules" means the listing rules made by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Act 2000, referred to in section 73A of the same, and contained in the Financial Conduct Authority's publication of the same name

"London Stock Exchange" London Stock Exchange plc, together with any successor thereto

"Numis" Numis Securities Limited of 10 Paternoster Square, London, EC4M 7LT

"Offer" the recommended cash offer, made by ION Bidco, to acquire the entire issued and to be issued Fidessa Shares on the terms and subject to the Conditions to be set out in the Offer Document and (in respect of Fidessa Shares in certificated form) the Form of Acceptance and including, where the context permits, any subsequent revision, variation, extension or renewal of such offer

"Offer Document" the document to be despatched to Fidessa Shareholders containing the full terms and conditions of the Offer

"Official List" the official list maintained by the UK Listing Authority pursuant to Part VI of the Financial Services and Markets Act 2000, as amended

"Opening Position Disclosure" as defined in the Code

"Overseas Shareholders" Fidessa Shareholders (or nominees of, or custodians or trustees for Fidessa Shareholders) not resident in, or nationals or citizens of the United Kingdom

"Panel" the UK Panel on Takeovers and Mergers

"Phase 2 CMA Reference" a reference of an offer or possible offer to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

"Qualifying Fidessa Shareholders" Fidessa Shareholders who are on the register of members of Fidessa as at close of business on 11 May 2018

"Reference Date" 19 February 2018, being the date on which the movement in the share price of Fidessa occurred as referenced in the joint announcement made by Temenos and Fidessa on 20 February 2018 pursuant to Rule 2.4 of the Code

"Regulatory Conditions" the Conditions set out in paragraphs 1(c) to 1(i) (inclusive) (so far as, in the case of paragraphs 1(g) to 1(i), the relevant Third Party (as defined in Part 1 of Appendix I to this Announcement) under that Condition is a Relevant Authority) of Part 1 of Appendix I to this Announcement

"Regulatory Information Service" a Regulatory Information Service that is approved by the Financial Conduct Authority and is on the list maintained by the Financial Conduct Authority

"Relevant Authority" any central bank, ministry, governmental, quasi-governmental, supranational (including the European Union), statutory, regulatory or investigative body, authority or tribunal (including any national or supranational anti-trust, competition or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, tribunal, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction, including, for the avoidance of doubt, the Panel;

"Restricted Jurisdiction" means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Fidessa Shareholders in that jurisdiction

"Rothschild" N.M. Rothschild & Sons Limited of New Court, St Swithin's Lane, London, EC4N 8AL

"Scheme" or "Scheme of Arrangement" a scheme of arrangement (as that term is defined in the Companies Act) under Part 26 of the Companies Act between Fidessa and Fidessa Shareholders (should ION Bidco elect to acquire Fidessa by way of scheme of arrangement)

"Scheme Document" the document to be sent to Fidessa Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme (should ION Bidco elect to acquire Fidessa by way of scheme of arrangement)

"SEC" the US Securities and Exchange Commission

"Substantial Interest" a direct or indirect interest in 20% or more of the voting equity capital of an undertaking

"Temenos" Temenos Group AG

"Temenos Offer" the scheme of arrangement announced on 21 February 2018 pursuant to which Temenos proposed to acquire Fidessa or, if Temenos elects to switch its means of acquisition to an offer, any offer by Temenos to acquire the entire issued and to be issued ordinary share capital of Fidessa

"UBS" UBS Limited, ION's and ION Bidco's financial adviser

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland

"UK Listing Authority" the Financial Conduct Authority as the competent authority under Part VI of the Financial Services and Markets Act 2000

"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction

"Wider Fidessa Group" Fidessa and the subsidiaries and subsidiary undertakings of Fidessa and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Fidessa Group is interested or any undertaking in which Fidessa and such undertakings (aggregating their interests) have a Substantial Interest)

"Wider ION Group" ION and the subsidiaries and subsidiary undertakings of ION and associated undertakings (including any joint venture, partnership, firm or company in which any member of the ION Group is interested or any undertaking in which ION and such undertakings (aggregating their interests) have a Substantial Interest)

Unless otherwise stated, all times referred to in this Announcement are references to the time in London.

All references to legislation in this Announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation (including, for these purposes, the Code) shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be interpreted accordingly.

For the purpose of this Announcement "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act.

References to "£", "Sterling", "GBP", "p" and "pence" are to the lawful currency of the United Kingdom, references to "$", "dollar", "USD" are to the lawful currency of the United States of America.

References to "%" are to per cent.