TIDMFDSA
RNS Number : 6532J
Fidessa Group PLC
03 April 2018
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 GBP36.467 per share in cash, comprising GBP35.67 cash
consideration from Temenos and the GBP0.797 Dividend.
Under the terms of one of the possible offers (the "Party A
Possible Offer"), Fidessa Shareholders would receive in aggregate
GBP38.297 for each Fidessa Share comprising GBP37.50 cash
consideration and the GBP0.797 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 Black
Pietro 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 1000
James Black
Simon 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRFXLFBVZFEBBF
(END) Dow Jones Newswires
April 03, 2018 07:52 ET (11:52 GMT)
Fidessa Group (LSE:FDSA)
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