3 Apr 2018 12:52
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 THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE OR AS TO THE TERMS OF ANY OFFER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
3 April 2018
Fidessa group plc
Statement regarding adjournment of Shareholder Meetings
The Board of Fidessa group plc ("Fidessa") today announces that it has received approaches from two separate third parties who are each considering making an offer for Fidessa at a premium to the Temenos offer announced on 21 February 2018 (the "Temenos Offer"). Under the Temenos Offer, Fidessa shareholders would receive in aggregate £36.467 per share in cash, comprising £35.67 cash consideration from Temenos and the £0.797 Dividend.
Under the terms of one of the possible offers (the "Party A Possible Offer"), Fidessa Shareholders would receive in aggregate £38.297 for each Fidessa Share comprising £37.50 cash consideration and the £0.797 Dividend. The Party A Possible Offer represents a 5.0% premium to the Temenos Offer.
Discussions with the third parties are ongoing and there can be no certainty that a formal offer from either will be forthcoming or as to the terms of any such offer.
In the circumstances, the Fidessa Board believes it is in Fidessa shareholders' interest to adjourn the Scheme Court Meeting and General Meeting called for 5 April 2018 to approve the Temenos Offer in order to explore in more detail the possible alternative offers. Fidessa will notify shareholders of the revised timetable and processes in due course.
Fidessa shareholders should be aware that the Temenos Offer will not lapse as a result of this announcement or the adjournment of the Scheme Court Meeting and the General Meeting. However, it is a condition of the Temenos Offer that the Scheme Court Meeting and the General Meeting are held on or before 27 April 2018.
In accordance with Paragraph 4(c) of Appendix 7 of the Code, the Panel will announce the deadline by which the third parties referred to above must clarify their intentions in relation to Fidessa. A further statement will be made in due course.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the announcement of the Temenos Offer.
Pursuant to Rule 2.4(b) of the Code, the third parties referred to above have not been identified. This announcement has been made without the consent of the third parties.
Enquiries:
Fidessa group plc +44 (0) 20 7105 1000
Chris Aspinwall
Andy Skelton
Rothschild (Lead financial adviser to Fidessa) +44 (0)20 7280 5000
John Deans
Warner Mandel
Anton BlackPietro Franchi
Jefferies (Joint corporate broker and financial adviser to Fidessa) +44(0)207 029 8000
Nick Adams
Nandan Shinkre
Numis Securities Limited (Joint corporate broker to Fidessa) +44(0)207 260 1000James BlackSimon Willis
Jamie Lillywhite
FTI Consulting (PR adviser to Fidessa) +44(0)203 727 1000
Ed Bridges
Important notices
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Fidessa's website: http://www.fidessa.com/about-fidessa/investor-relations/rns-announcements. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.
Other information
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Fidessa and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Fidessa for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker and financial 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 their client, nor 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 Ltd (Numis), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for Fidessa as broker and for no one else in relation to the subject matter of this announcement, and will not be responsible to anyone other than Fidessa for providing the protections afforded to the clients of Numis or for providing advice to any other person in relation to the matters described in this announcement.
The information contained within this announcement is considered by Fidessa to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.
The person responsible for arranging for the release of this announcement on behalf of Fidessa is Anil Shah, Company Secretary.