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 THAT JURISDICTION.

FOR IMMEDIATE RELEASE

20 April 2018

Statement regarding Fidessa group plc ("Fidessa") and proposed USD 250m share buyback

Temenos Group AG ("Temenos") notes the announcement by Fidessa today. The Board of Temenos announces that it does not believe that it would be in the best interests of Temenos shareholders for Temenos to amend the terms of its offer for the entire issued and to be issued ordinary share capital of Fidessa which was announced on 21 February 2018 (the "Proposed Acquisition"). The Board of Temenos recognises the importance of maintaining strong financial discipline and carefully considering capital allocation in order to optimise shareholder returns. Accordingly, Temenos will not be making a revised offer for Fidessa.

In light of the announcement by Fidessa today that it proposes to adjourn the Scheme Court Meeting and the General Meeting that had been convened to consider the Proposed Acquisition, the Board of Temenos confirms that it will not consent to an extension of the date by which the Scheme Court Meeting and the General Meeting must be held, and therefore, should there be an adjournment of either the Scheme Court Meeting or the General Meeting, the Proposed Acquisition will lapse in accordance with its terms on 28 April 2018. Further, in light of the announcement by Fidessa, Temenos has notified Fidessa of the termination of the Co-operation Agreement in accordance with its terms.

Commenting on the announcement, Andreas Andreades, Executive Chairman of Temenos said:

"We have a very significant addressable market in the banking segment which is seeing strong growth underpinned by multiple structural drivers including digitisation, regulation and the move to open banking. We are the leader in this winner-takes-all market, having won all the key strategic deals, and expect our business to continue to achieve double-digit organic revenue growth annually as we pull further ahead of the competition.

In this context we decided it was not in the best interest of our shareholders to raise our offer price for Fidessa. I am confident we will continue delivering very strong shareholder value as we grow the business and are in an excellent position to take advantage of other opportunities to enter adjacent segments as they arise in a manner that will create exceptional value as we are doing in our core business, and capture a greater share of the IT and software spend of banks."

The Board of Temenos has also given approval for a share buyback of up to a total of USD 250m to be launched in Q2 2018, subject to regulatory approval. The share buyback will be funded through Temenos' strong cash flow generation, with the company's leverage expected to be maintained at 1-1.5x EBITDA by year end. Temenos intends to use the repurchased shares for potential acquisitions and/or for any other corporate purposes.

Capitalised terms used, but not defined, in this announcement shall have the same meaning as set out in the scheme document published by Fidessa in connection with the Proposed Acquisition on 13 March 2018.

Enquiries:

Important notices

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.

Credit Suisse is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Credit Suisse is acting exclusively for Temenos and for no one else in connection with the possible offer, the content of this announcement and other matters described in this announcement. Credit Suisse will not regard any other person as its client in relation to the possible offer, the content of this announcement and other matters described in this announcement and will not be responsible to anyone other than Temenos for providing the protections afforded to its clients, nor for providing advice to any other person in relation to the possible offer, the content of this announcement or any other matters described in this announcement.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available free of charge (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) at https://www.temenos.com/en/recommended-offer-for-fidessa/documents/ by no later than 12 noon (London time) on 23 April 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.