Fidessa Group Plc Statement Regarding Adjournment of Shareholder Meetings

Date 03/04/2018

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.

 

Source: Fidessa