Source - RNS
RNS Number : 8255L
Misys Group Limited
06 October 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

This announcement is an advertisement for the purposes of the UK Prospectus Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into or from the United States, Australia, Canada or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by Misys Group Limited (to be re-registered and re-named as Misys plc) (the "Company" and, together with its subsidiary undertakings at the time of Admission (as defined below), "Misys" or the "Group") in due course in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will, following its publication, be available from the Company's website at www.misys.com and at the Company's registered office at One Kingdom Street, Paddington, London, W2 6BL, subject to applicable securities laws.

 

 

6 October 2016

 

Misys

 

Intention to Float on the London Stock Exchange

 

Misys, a leading global provider of mission critical software and associated services to the financial services industry, today announces its intention to proceed with an initial public offering (the "IPO" or the "Offer"). Misys intends to apply for admission of its ordinary shares, issued and to be issued (the "Shares"), to the premium listing segment of the Official List of the UK Listing Authority ("UKLA") and to trading on the main market of the London Stock Exchange (together, "Admission"). It is expected that Admission will occur in early November 2016.

 

Misys develops and licences proprietary software to banks and investment management firms. Misys software is used to facilitate workflows across the front, middle and back offices of financial institutions to originate and service transactions by both financial institutions' staff and directly by financial institutions' customers. The Directors believe Misys has the broadest and deepest product offering in the market and is ideally positioned to benefit from financial institutions increasingly moving to third-party packaged software.

 

The Group operates through two reportable segments based on its revenue model. The first, Software (83% of FY16 Group revenue), comprises the upfront software licence fees, recurring maintenance fees, premium support fees and subscription fees that customers pay for Misys's software. The second, Professional Services (17% of FY16 Group revenue), comprises assistance with implementation, access to training and other general consultancy services.

 

Misys has a strong track record of growth, with high margins and good cash generation; the Group increased revenue and Adjusted EBITDAC at a compound annual growth rate ("CAGR") of 8% and 11%, respectively, from FY14 to FY16. In the year ended 31 May 2016, Misys generated revenue of €811.4 million and Adjusted EBITDAC of €293.9 million.

 

Since delisting in 2012, the Group merged with Turaz (the former treasury and risk management software division of Thomson Reuters) and undertook an organisational transformation to centralise and streamline the business. Misys's Chief Executive Officer, Nadeem Syed, joined the Group in 2012 and oversaw this transformation process and operational evolution.

 

Dr. John Hughes CBE has agreed to join the Group and to act as independent Chairman of the Board of Directors of the Company ("Board").

 

 

Dr. John Hughes, who has agreed to join the Group as Independent Chairman of Misys, said:

 

"Misys is a global leader in financial software and I am delighted to have been asked to join as Chairman of the Company. The business has continued to be a technology leader, led by an experienced management team with a proven track record of delivering innovation, operational improvement and cash generation. I look forward to working with the other Board members and the management team to create value for our shareholders. I believe that Misys has a very exciting future as a publicly listed company."

 

Nadeem Syed, Chief Executive Officer of Misys, said:

 

"This is an exciting step for our business, at a time when the financial services industry is undergoing a historic technological shift, driven by regulatory change, a greater focus on risk management and emerging technologies. This represents a significant opportunity for our business.

 

We have transformed Misys into an industry leading financial software company with the broadest and deepest product portfolio in the market and a best-in-class operational platform focused on the needs of our customers as they look towards addressing the challenges of an ever-changing world.

 

I believe that the return to public markets as a larger, more innovative and more effective company is a logical step in our evolution. The management team and I are very excited; we are confident in the significant growth opportunities for the business and focused on creating value for our customers and our shareholders in the years to come."

 

 

 

Business Highlights

 

Uniquely Positioned to Address the Complex and Changing Needs of Financial Institutions Globally

 

·      The banking, securities and investment services IT market is one of the largest vertical IT markets globally, worth approximately $338 billion in 20151. Across the product areas of retail banking, corporate banking, treasury and capital markets, investment management and risk management, the Directors believe, based on IDC data,  that spending on third-party software reached $27.9 billion2 worldwide in 2015 for functionalities aligned with Misys's current solutions. That spending is forecast to reach $35.8 billion3 by 2019, representing a CAGR of 6.4% between 2015 and 2019, with each product area expected to show meaningful growth over the course of that period

·      Structural market trends of regulation, digitalisation (the customer shift to digital channels) and transformation (increasing competition from start-up and challenger banks) are driving increased demand for third-party pre-packaged software as financial institutions look to control costs and manage risk

·      The Directors believe strong and deep customer relationships, reflected in average customer retention rates across the Group's product pillars of 94%4 in FY16, uniquely position Misys to partner with financial institutions as they transition from legacy IT systems to modern third-party solutions to address these challenges

 

Broadest and Deepest Product Offering

 

·      The Directors believe Misys's product suite and core platform, Fusion, is the most comprehensive financial software offering for financial institutions globally. The Group's integrated product offerings span a broad spectrum of software needs of financial institutions of all sizes

·      The Directors believe Misys offers best-in-class products across all its financial software market segments driven by their (i) structural robustness and reliability, (ii) comprehensive set of core and advanced functionalities, (iii) ease and speed of use, (iv) clear technological evolution roadmap and (v) attractive total cost of ownership

 

Misys has the Most Modern Software Technology in the Market

 

·      The Fusion product suite is underpinned by a unique, high-performance, componentised and open architecture, FusionFabric, that leverages the latest distributed computing technologies to provide speed and agility

·      FusionFabric is based on open application programming interfaces ("APIs") which allow exchange of data and instruction between software components developed by Misys as well as integration between Misys and third-party or customer-built systems

·      FusionFabric's componentised nature allows customers to innovate on top of their existing stable mission-critical systems, rather than rewrite and replace them with new technology, as components can be individually upgraded. This allows customers to incrementally access functionality enhancements without the traditional risks and costs of system replacement

·      The Group's significant historical and ongoing research and development efforts make Misys's technology adaptable for future industry shifts

Significant Opportunities to Cross-sell and Up-sell Across Existing Customer Base

 

·      As at end FY16, 62% of the Group's banking customers licensed Misys software within only one product family5; given Misys's deep relationships with these customers and understanding of their requirements, the Directors believe there is a significant opportunity to increase sales to existing customers both by upselling solutions within a product family and cross-selling solutions across other product families

·      Licence revenue generated from contracts in respect of up-sell, cross-sell and software volume upgrades increased from €69 million in FY14 to €142 million in FY16 (representing a CAGR of approximately 43%), and the Directors believe there is continued momentum to sell more software into Misys's existing customer base

 

Compelling Business Model to Drive Growth

 

·      A majority of Misys's revenue is recurring or predictable, largely as a result of the Group's term licence model. In FY16, 55% of the Group's revenue was recurring, comprised of recurring software licence fee ("RLF") revenue (representing 51% of revenue) and subscription revenue (representing 4% of revenue). A further 7% of the Group's revenue was comprised of term licence renewals and initial software licence fee ("ILF") backlog revenue, which the Group considers to be predictable based on the visibility of term licence maturity and of the requirements which allow revenue from ILF backlog to be recognised

·      Misys has a highly diversified business with roughly 30% of ILF revenue generated from each of the retail banking, treasury and capital markets, and corporate banking product pillars; the Group's top 10 customers (by RLF revenue) accounted for 10% of RLF revenue in FY16. Revenues are also balanced between Europe (55% of revenue in FY16) and the rest of the world, with the Americas, Asia Pacific and the Middle East and Africa accounting for 17%, 14% and 14% of revenue, respectively. Revenue generated in the United States, which represented the Group's largest per country revenue contribution, accounted for approximately 13% of revenue in FY16

·      The Directors believe Misys has strong visibility over future sources of organic revenue growth which comprise (i) signing new software licence agreements, with both new and existing customers, from which the Group derives both ILF and RLF revenues, (ii) contractual annual price increases on RLF and (iii) growth in the Group's Professional Services business

 

Codified Best Practices Drive Robust Financial Profile

 

·      Over the past four years, the Group has implemented Misys Standard Operating Practices ("MiSOPs") across the organisation globally aiming to optimise operational performance, efficiently allocate resources and maximise revenue growth, creating an operating platform based on unified global systems and processes

·      The Directors believe that these best practices, which include a systematic enterprise-wide sales coverage model and an R&D function based on global centres-of-excellence and focused on new product development, make Misys one of the most efficient financial software firms globally

 

Management Team with a Proven Track Record and Execution Capabilities

 

·      Experienced management team, with an average of approximately 20 years of industry experience, and an established track record of delivering operational excellence in similar businesses

·      Management team has demonstrated ability to drive rapid organic growth, having overseen significant product innovation and an organisational transformation, positioning the Group for future growth and outperformance

·      The Directors believe Misys has the attributes to take a lead role as a consolidator in a fragmented industry; these include a global presence and customer portfolio, breadth of offering, cutting edge technology and best-in-class operating platform. These attributes allow Misys to deliver significant synergies, deploy acquired technology on its platform across a wide customer base and rapidly integrate a business into its operating structure to deliver optimal performance

   

Reason for and Overview of the Offer

 

·      Intention to list on the premium listing segment of the Official List of the UKLA and to trading on the main market for listed securities of the London Stock Exchange

·      The Offer will be made by way of a private placement to institutional investors in the UK and internationally, in the US to QIBs in reliance on Rule 144A under the US Securities Act of 1933 (the "Securities Act") and elsewhere outside of the US in reliance on Regulation S under the Securities Act and in accordance with applicable laws and regulations

·      The Group is targeting initial leverage immediately following IPO of c.3.5x LTM unaudited EBITDA, assuming the Group raises primary proceeds of approximately £500 million through the IPO

·      The Group has arranged with a syndicate of banks to put in place new bank facilities at IPO comprising term loans and revolving credit facilities (the "New Debt Facilities")

·      It is expected that the primary proceeds of the Offer, in conjunction with the New Debt Facilities, will primarily be used to repay all amounts outstanding under the Group's existing external debt, together with refinancing and IPO fees

·      In addition, the Offer may include a partial sale of Shares held by Tahoe Holdco Cayman Ltd. (the "Principal Shareholder") (which is owned and controlled by funds advised by Vista Equity Partners Management, LLC and its affiliates), and the directors, members of the management team and other individual shareholders (the "Management Shareholders") (together with the Principal Shareholder, the "Selling Shareholders"). The sale of the Shares will provide the Selling Shareholders with an opportunity for a partial realisation of their respective investments in the Group

·      Each of the Company and the Selling Shareholders will agree to customary lock-up arrangements with respect to their shareholdings for specific periods of time following Admission. It is currently expected that the Company and the Management Shareholders (in their capacities as individuals) will enter into 365 day lock-up arrangements and the Principal Shareholder will enter into a 180 day lock-up arrangement, each subject to certain customary exceptions

·      Immediately following Admission, the Company expects to have a free float of at least 25% of its issued share capital

·      It is expected that, following Admission, the Company will be eligible for inclusion in FTSE UK indices

·      Full details of the Offer will be included in the Prospectus expected to be published in due course

·      In relation to the Offer and Admission, Goldman Sachs, BofA Merrill Lynch and J.P. Morgan Cazenove are acting as Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners, Morgan Stanley is acting as Joint Global Co-ordinator and Joint Bookrunner and Barclays, Credit Suisse and Deutsche Bank are acting as Joint Bookrunners. Moelis & Company is acting as Financial Adviser to the Company

 

 

Enquiries

 

Joint Sponsors, Joint Global Coordinators and Joint Bookrunners:

Goldman Sachs                                                           Tel: +44 (0) 20 7774 1000

Richard Cormack
Nicholas van den Arend
Charlie Lytle

BofA Merrill Lynch                                                    Tel: +44 (0) 20 7628 1000

George Close-Brooks
James Fleming
Ron Eliasek

J.P. Morgan Cazenove                                               Tel: +44 (0) 20 7742 4000

Bill Hutchings
Nicholas Hall
Sanjay Jain

 

Joint Global Coordinator and Joint Bookrunner:

Morgan Stanley                                                          Tel: +44 (0) 20 7677 8796

Sumit Pande
Angus Millar

 

Financial Adviser to Misys:

Moelis & Company                                                    Tel: +44 (0) 20 7634 3500

Robert Sorrell
Alexander Hageman
Ben Reitzes

 

Media enquiries:

FTI Consulting                                                           Tel: +44 (0) 203 727 1000

Charles Palmer
James Melville-Ross
Dwight Burden

 

 

Business Overview

 

Misys is a leading global provider of mission critical software and associated services to the financial services industry. Misys develops and licenses proprietary software to banks and investment management firms. The Directors believe that Misys offers the broadest and deepest product offering to facilitate workflows across the front, middle and back offices of financial institutions to originate and service transactions by both financial institutions' staff and directly by financial institutions' corporate and retail customers. It also provides analytical tools to enable more effective decision-making while supporting the fulfilment of financial institutions' risk management and regulatory reporting duties.

Misys's software is geared toward financial institutions whose industry is facing, in the Directors' view, a "once in a generation shift" in regulatory and reporting requirements, customer behaviours and increasing competition. In order to respond to these challenges, financial institutions need to upgrade their mission critical systems to industry leading technology.

Misys's integrated and packaged platforms deliver technological and workflow solutions that lower cost and reduce complexity while enhancing transparency and risk management, positioning Misys as a long-term partner to customers. The Directors believe that Misys's best-in-class software offering enables financial institutions to execute effective transformation programmes of their software systems to meet new regulatory requirements while managing the cost, complexity and implementation risk of doing so.

Misys is headquartered in London, United Kingdom and has customers in 125 countries around the world. As of 31 May 2016, Misys had approximately 2,000 customers, including international, national and regional banks, as well as asset managers, hedge funds, other specialised financial institutions and corporates. Misys provides software solutions to 48 of the world's top 50 banks by asset size6. Misys has strong customer retention rates: in FY16 Misys achieved a customer retention rate of 94%, broadly consistent across all product pillars.

Misys's business profile is highly diversified with a customer base comprising Tier 1 to Tier 4+ financial institutionsand its top ten customers (by RLF revenue) accounting for 10% of RLF revenue in FY16. In FY16, 55% of Misys's revenue was generated in Europe, with the Americas, Asia Pacific and the Middle East and Africa accounting for 17%, 14% and 14% of revenue, respectively. Revenue generated in the United States, which represented the Group's largest per country revenue contribution, accounted for approximately 13% of revenue in FY16. As at 31 August 2016, Misys had more than 4,600 employees based in 51 offices.

Misys provides comprehensive, open, integrated, and modular solutions to customers operating in four product pillars:

·     Retail banking: Misys targets retail banks globally (customers primarily comprise small and medium retail banks) and offers end-to-end retail banking software that spans across the functions of front office (online, mobile, digital channels, branch automation, campaigns, loan origination), middle office (CASA, retail lending, product management) and back office (payments, general ledger, trade, fees, statements, instructions, reporting, limits, collateral, audit). The Directors believe few competitors can match Misys's modern, flexible and componentised offering in this segment

·     Corporate banking: Misys targets banks globally in this segment. Misys provides integrated front, middle and back office and corporate channel solutions across all segments including commercial lending, syndicated lending, trade finance, supply chain finance and payments. The Directors believe few competitors can match the breadth and depth of Misys's offering in this segment

·     Treasury and capital markets: Misys provides software to large investment banks as well as the treasury departments of all banks from Tier 1 to Tier 4 and corporates with complex treasury needs. Misys's treasury and capital markets offering includes front, middle and back office solutions across asset classes and treasury tools for managing enterprise-wide funding and liquidity. This includes software that simplifies post-trade activities and optimises collateral flows against derivative trades, consolidates treasury activities to manage enterprise wide funding and liquidity and tools to manage compliance with emerging regulatory guidance and associated aggregated reporting. The Directors believe Misys's offering is differentiated in this segment by its ability to enable sustainable transformation through an incremental, low risk approach

·     Investment management: Misys offers portfolio management, analytics and risk management systems to asset managers. Misys investment management solutions are typically used by institutions with sophisticated derivative risk and portfolio management needs. The Directors believe Misys's offering is particularly strong in fixed income, equity derivatives and multi-asset classes

Misys also provides software and related services in the area of financial risk management, which Misys treats as a separate product group and horizontal capability across the four product pillars. These risk management solutions track risk exposures and positions within each of the core pillars and can also horizontally track a wide set of risk and compliance metrics across functional divisions and portfolios. In FY16, ILF revenue from retail banking, corporate banking, treasury and capital markets, investment management and risk management accounted for 32%, 30%, 30%, 4% and 5% of the Group's ILF revenue, respectively.

Misys's revenue model is driven by software licence sales and ongoing product and technical support, along with the provision of related professional services:

·     Software licence sales: Under licence agreements, customers pay ILF generally due upon delivery of the software. In addition to ILF, almost all customers pay software maintenance fees by way of RLF. In the case of term licence agreements, which represent an increasing number and the majority of Misys's contracts, customers contractually commit to pay RLF each year of the licence term, which is generally a fixed ten-year period, and must do so in order to be able to use their software as well as to receive product and technical support.

In the case of perpetual licence agreements, customers generally contractually commit to pay RLF for a minimum term of five years, beyond which customers can choose whether to continue to pay RLF in order to receive product and technical support. Nearly every customer party to a perpetual licence agreement continues to pay RLF throughout their use of the software, as it is generally a regulatory requirement for the Group's customers which are regulated in the financial services sector to have adequate support arrangements in place with their software vendors.

All customers paying RLF are also entitled to receive upgrades to their software to the extent an upgrade represents a functional, like-for-like change; any new module with new functionality is subject to additional ILF and RLF. In addition to the product and technical support which comes as standard, customers can contract with Misys for premium support services, such as extended support hours and internal helpdesk support, which are subject to additional charges.

ILF is set on the basis of a customer's chosen software package in conjunction with various customer-specific metrics regarding anticipated software utilisation, such as the size of a customer's loan book or the number of assets a customer expects to manage using the software. RLF is typically initially set as approximately 20% of the cost of ILF and increases in line with a negotiated indexation formula usually linked to a percentage premium over inflation. Additional ILF and RLF are chargeable in the event of a software volume upgrade in which a customer's software utilisation increases beyond the level for which it has purchased a licence, which is determined as part of an annual customer audit process.

·     Professional Services: Misys's Professional Services business offers customers services across all phases of deployment and usage of Misys solutions, including assistance with implementation, access to training and other general consultancy services. These services aim to ensure customers maximise the value from their investments in Misys solutions.

 

 

 

 

 

Strategy

 

The Directors believe that the following fundamental strategy pillars will help the Group fulfil its mission:

 

Enhance Technological Leadership through Innovation

 

Continue to maintain a focused approach to R&D and enhance the FusionFabric platform by adding additional modern technical capabilities, which can then be used in the development of Misys's core solutions. Ongoing focus on innovative engineering and driving down the cost of ownership for customers will keep Misys at the forefront of changes in customer needs and maintain the Group's product leadership.

 

Grow ILF Revenue within the Group's Installed Base through Cross-Sell and Up-Sell Opportunities

 

In order to deliver high levels of ILF revenue growth, the Group plans to improve the efficiency and grow the size of its sales force, leverage the breadth and technological edge of its Fusion suite and continue to invest in R&D to maintain product depth, while aiming at entrenching Misys as a long-term and broad software partner for banks. Misys's targeted efforts in this regard are expected to lead to improved sales force productivity, enhanced customer benefits through deeper integration across product segments, increased market share in each segment and growing product per customer and modules per customer metrics.

 

Grow Recurring Revenue from Misys's Installed Base

 

Misys aims to grow its RLF base from existing customers through a combination of maintaining high customer retention levels across its entire portfolio and generating new RLF resulting from cross-sell and up-sell ILF revenue. Best-in-class customer care and continued product innovation are expected to support Misys's high customer retention rates and preserve its existing broad and differentiated customer base.

 

Continue to Win New Customers

 

Although Misys already provides software solutions to 48 of the world's top 50 banks by asset size, the Group is well positioned to continue to win new customers. To do so, the Group aims to continue the development of its partner network, increase the number of its quota-bearing sales personnel, provide customers flexibility through cloud delivery and leverage the componentised nature of the FusionFabric platform, offering cloud-based solutions and platform-as-a-service ("PaaS") capabilities. The Group will monitor the expansion of the share of partner-originated ILF sales, its move into new customer segments and overall growth in its customer base as indicators of its ability to deliver on this objective.

 

Leverage Misys's Robust Operational Platform to Drive Profitable Organic Growth

 

Misys will continue to rigorously apply its MiSOPs across its activities, controlling operating and financial costs while maintaining an efficient allocation of resources. Adhering to those principles should result in operating margin expansion and growing cash flow generation.

 

Expand the Group's Addressable Market

 

In order to effect growth through an expanded addressable market, the Group will seek to continue enhancing third-party access to FusionFabric through new cloud delivery methods and PaaS solutions, to develop capabilities in new technologies, such as blockchain or crowd funding, and to enter new adjacent segments. The Group will aim to deliver on this strategy by (i) successfully addressing new customers which were previously out of reach due either to capability gaps or cost of ownership limitations, (ii) demonstrating that an increased platform adoption by customers and partners creates an environment with richer functionalities and more entrenched relationships, (iii) capturing additional demand for software from new business models and (iv) delivering new software sales at attractive margins, which are driven by the move into adjacent business segments.

 

Pursue Tuck-In Acquisitions to Strengthen the Group's Strategy

 

In addition to its organic growth strategies, the Group intends to continue to pursue tuck-in acquisitions as a way to expand, or accelerate the expansion or strengthening of, its product, technological and geographic reach in support of incremental value creation. The Group aims to rapidly integrate and efficiently manage any complementary business with the objective of expanding its addressable market and delivering appropriate levels of synergies.

 

 

 Financial Highlights

 

Misys's experienced management team has a proven track record of delivering strong revenue growth, profitability and cash flow generation. In the year ended 31 May 2016, Misys generated revenue of €811.4 million and Adjusted EBITDAC of €293.9 million, compared to €728.5 million and €248.3 million, respectively, in the year ended 31 May 2015. Misys has achieved significant growth, increasing revenue and Adjusted EBITDAC at a CAGR of 8% and 11%, respectively, from FY14 to FY16.

 

Financial Years 2014-2016 and Q1 2016-2017

 

(€m, except percentages)

FY14

FY15

FY16

FY14-16 CAGR

Q1'16

(unaudited)

Q1'17

(unaudited)

Revenue

696.2

728.5

811.4

8.0%

169.3

168.4

Revenue Growth

 

5%

11%

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

261.0

274.1

336.4

13.5%

54.2

62.5

EBITDA Margin (%)

37.5%

37.6%

41.5%

 

32.0%

37.1%

 

 

 

 

 

 

 

Adjusted EBITDAC

237.6

248.3

293.9

11.2%

45.6

51.7

EBITDAC Margin (%)

34.1%

34.1%

36.2%

 

26.9%

30.7%

 

 

 

 

 

 

 

Normalised Operating Free Cash Flow

202.7

240.7

251.7

 

25.8

40.4

Normalised Operating Free Cash Flow Conversion

85%

97%

86%

 

57%

78%

 

Current Trading and Prospects

 

For the three months ended 31 August 2016, the Group's results were in line with expectations on a constant currency basis, with ILF and Adjusted EBITDAC growth of approximately 14% and 16% respectively, and improved margins and cash conversion versus the comparable period in FY16. Based on the performance achieved in the financial year to date, the Directors remain confident on the outlook for FY17.

 

In the medium term, the Group is targeting total revenue growth of 7-10% per annum, driven by double-digit ILF growth, subscriptions growth at a rate faster than ILF growth as the Group's cloud offerings gain momentum and Professional Services growth in line with total revenue growth8. The Group does not expect the low end of its revenue growth target range to be dependent on any acquisitions.

 

Dividend Policy

 

Misys currently intends to pay a final dividend in respect of FY17. The Group is targeting an initial payout of approximately 20-30% of adjusted net income, subject to Board approval.

 

 

 Board of Directors

 

Misys today announces that Dr. John Hughes CBE and Lawton Fitt have agreed to join the Board as independent non-executive directors and will be appointed prior to Admission.

 

The named members of the Board of Misys at Admission will be:

                       

Name     

Position

Dr. John Hughes CBE

Chairman

Nadeem Syed

Chief Executive Officer

Rob Binns

Chief Financial Officer

Lawton Fitt

Independent Non-Executive Director and Audit and Risk Committee Chair

Brian Niranjan Sheth

Non-Executive Director

Maneet Singh Saroya

Non-Executive Director

                                         

The Group is in advanced discussions with a number of potential additional independent non-executive directors, with further announcements anticipated in due course. The Prospectus will disclose and explain any non-compliance with the UK Corporate Governance Code, and also set out by when the Company intends to achieve full compliance.

 

Directors' Biographies

 

Dr. John Hughes CBE, Chairman

 

Dr. Hughes has more than thirty years' experience leading complex, high technology businesses operating at a global level. This has included senior executive positions at Thales Group (where he was latterly Executive Vice President and Chief Operating Officer, responsible for an organisation with over 25,000 people), Lucent Technologies (where his responsibilities included being President of its worldwide Global System for Mobile communication (GSM) and Universal Mobile Telecommunications System (UMTS) businesses), and Hewlett Packard. Dr. Hughes currently serves as Chairman of Spectris plc and Just Eat plc, until January 2016 was Executive Chairman of TelecityGroup plc and until September 2015 was Non-Executive Chairman of Sepura plc; he also serves as a Non-Executive Director of Equinix Inc and CSG Systems International Inc. Dr. Hughes holds a Bachelor of Science in Electrical and Electronic Engineering as well as an Honorary Doctorate of Science both from University of Hertfordshire (formerly Hatfield Polytechnic). In 2015, Dr. Hughes was awarded the UK Tech Awards personality of the year and the Sunday Times Non-Executive Director of the Year (Quoted Company - Official List). He was also awarded the CBE for services to international telecommunications in the Queen's 2011 New Year Honours List.

 

Nadeem Syed, Chief Executive Officer

 

Nadeem joined Misys in June 2012 as President and Chief Operating Officer. He came to Misys from SumTotal, where he most recently served as Chief Operating Officer. Nadeem led the company's strategic initiatives overseeing services, support, hosting, product management and engineering since early 2010. Before this, he spent 19 years in numerous positions at Oracle.  

 

Rob Binns, Chief Financial Officer

 

Rob joined Misys in February 2016. Prior to joining Misys, Rob held a number of executive positions at Hewlett Packard over nine years both in Europe and Palo Alto, California. This included Vice President Software Field Operations, Chief Financial Officer for HP Software and most recently Treasurer at HP Inc.  Earlier in his career, Rob held finance leadership roles in the software industry in the UK and Canada including tenures at Documentum Software (now owned by EMC Corporation) and Mercury Interactive before Hewlett Packard acquired Mercury.

 

Lawton Fitt, Independent Non-Executive Director and Audit and Risk Committee Chair

 

Lawton is a director of the Carlyle Group (where she serves on the Audit Committee), Ciena Corporation (where she serves as chair of the Audit Committee) and The Progressive Corporation (where she is the lead independent director and chair of the Investment and Capital committee).  She was, until 2016, a director of ARM Holdings (where she served as chair of the Audit Committee). Lawton is a former director of Thomson Reuters Corporation. She is also a trustee or director of several not-for-profit organisations, including the Goldman Sachs Foundation and the Thomson Reuters Foundation.  Lawton served as Secretary (CEO) of the Royal Academy of Arts in London from October 2002 to March 2005.  Prior to that, she was an investment banker with Goldman, Sachs & Co., where she became a partner in 1994 and a managing director in 1996.   She received her bachelor's degree from Brown University and her M.B.A. from the Darden School of the University of Virginia.

 

Brian Niranjan Sheth, Non-Executive Director

 

Brian co-founded Vista in 2000 and is Vista's President.  He is Vice-Chairman of Vista's investment committee and is actively involved in the execution of all of the private equity investment activities for the portfolio. He is also focused on the development of Vista's personnel and executive leadership of the portfolio companies. Brian serves on, or participates on, the boards of many of Vista's portfolio companies. Prior to co-founding Vista, Brian worked at Bain Capital, where he focused on leveraged buyouts of technology companies. Brian also previously worked in the Mergers and Acquisitions Groups at Goldman, Sachs & Co. and Deutsche Morgan Grenfell, where he advised clients in a variety of industries, including software, hardware, semiconductors, and online media.

 

Maneet (Monti) Singh Saroya, Non-Executive Director

Monti joined Vista Equity Partners in 2008. Monti sits on Vista's Flagship Funds' investment committee and currently sits on the boards of The Active Network, Advanced, Misys, PowerSchool, and Vivid Seats.  He was also actively involved in Vista's investments in SumTotal, TransFirst, Turaz and Zywave. Prior to joining Vista, Monti worked as a senior research analyst for JMP Securities, where he provided research for buy-side clients on public on-demand (SaaS) companies.

 

 

Misys Background and History

 

Misys traces its origins to 1979 when it was founded as a computer systems supplier to UK insurance brokers. Since that time, Misys has grown both organically and through acquisitions of established players in various markets to become a leader in the financial services software industry.

 

Misys's predecessor company was first admitted to the Official List of the London Stock Exchange in 1990. In 1994, it entered the banking software industry and went on to acquire other banking and software companies serving the banking and financial services industry as well as in other industries such as healthcare. Misys's predecessor divested its healthcare businesses in 2010 and 2011 in order to focus on servicing the banking and financial services industry.

 

In 2012, Misys was delisted when it was acquired by Vista Equity Partners. It was then merged with Turaz, the former treasury and risk management software division of Thomson Reuters and the combined business retained the name Misys.

 

Definitions

 

Adjusted EBITDA: non-IFRS measure, defined by Misys as profit/loss for the period before interest, tax, depreciation and amortisation and adjustments including restructuring related charges, acquisition and integration costs, goodwill impairment, investor management fees, share based payments, foreign exchange gains or losses, gains or losses on forward currency contracts and gains or losses on embedded derivatives.

 

Adjusted EBITDA margin: non-IFRS measure, defined by Misys as Adjusted EBITDA divided by revenue.

 

Adjusted EBITDAC: non-IFRS measure, defined by Misys as Adjusted EBITDA minus the amounts capitalised in respect of development costs.

 

Adjusted EBITDAC margin: non-IFRS measure, defined by Misys as Adjusted EBITDAC divided by revenue.

 

Normalised operating free cash flow: non-IFRS measure, defined by Misys as Adjusted EBITDAC minus capital expenditures minus normalised change in working capital. Normalised change in working capital includes adjustments for unique or one-off items which impact working capital during a particular year.

 

Normalised operating free cash flow conversion: non-IFRS measure, defined by Misys as normalised operating free cash flow divided by Adjusted EBITDAC.

 

 

Disclaimer

 

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by each of Goldman Sachs International ("Goldman Sachs"), Merrill Lynch International ("BofA Merrill Lynch") and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.

 

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

 

Neither this announcement nor the information contained herein nor any copy of it is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

 

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933 (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

 

This announcement is only addressed to and directed at persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended.

 

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "continues", "estimates", "plans", "projects", "prepares", "anticipates", "expects", "intends", "aims", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. The forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. The forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. In addition, certain of the industry, market and competitive position statements contained herein derive from the Group's internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Group operates. The underlying methodology and assumptions have not been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, undue reliance should not be placed on any such industry, market or competitive position statements contained herein. 

 

The Group has established certain financial medium term objectives as measures of its performance. The Group's ability to achieve these objectives will depend upon a number of factors outside of its control, including significant business, economic and competitive uncertainties and contingencies. These objectives have been developed based upon assumptions with respect to future business decisions and conditions that are subject to change, including the Group's execution of its strategies and product development, as well as growth in the markets in which the Group operates. In preparing the near and medium term objectives, the Group has generally assumed there will be no significant changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules or movements in foreign exchange rates which, individually or in the aggregate, would be material to the Group's results of operations. As a result, the Group's actual results may vary from the medium term objectives established herein and those variations may be material. The Group has not defined by reference to specific periods the term "medium term", and the financial and operational objectives herein are not to be read as indicating that the Group is targeting or expecting to achieve such objectives in respect of any particular financial year.

 

Each of the Company and Goldman Sachs, BofA Merrill Lynch, J.P. Morgan Cazenove, Morgan Stanley & Co. International plc ("Morgan Stanley"), Deutsche Bank AG, London Branch ("Deutsche Bank"), Barclays Bank PLC ("Barclays"), Credit Suisse Securities (Europe) Limited ("Credit Suisse"), and Moelis & Company UK LLP ("Moelis & Company") (together, the "Banks") and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any of the forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

 

Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus intended to be published by the Company in due course in connection with the proposed Offer and Admission. Copies of the Prospectus will, following publication, be available from the Company's website at www.Misys.com, subject to applicable securities laws, and at the Company's registered office at One Kingdom Street, Paddington, London, W2 6BL. No reliance may, or should, be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

 

The Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offer will proceed and that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments and should ensure they fully understand and accept the risks which will be set out in the Prospectus when published. This announcement does not constitute a recommendation concerning the Offer. The value of Shares and any income from them can decrease as well as increase. Past performance is not a guide to, and should not be relied upon as a guide to, future performance. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned.

 

Each of Goldman Sachs, BofA Merrill Lynch, J.P. Morgan Cazenove, Morgan Stanley, Barclays and Credit Suisse is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Deutsche Bank, which is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA, is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Moelis & Company is authorised and regulated in the United Kingdom by the FCA. The Banks are acting exclusively for the Company and no one else in connection with the Offer, and will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

In connection with the Offer, each of the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares in the Offer as a principal position, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments and may offer or sell such Shares or other investments otherwise than in connection with the Offer. Accordingly, references in the final Prospectus, once published, to the Shares being issued, offered, subscribed for, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing of or dealing in the Shares by, any Bank and any of its affiliates acting as an investor for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Banks (or their affiliates) may from time to time acquire, hold or dispose of Shares. None of the Banks or any of their affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

In connection with the Offer, Goldman Sachs (as stabilising manager), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and regulation and for stabilisation purposes, over-allot Shares up to a total of 15% of the total number of Shares included in the Offer or effect other transactions with a view to supporting the market price of the Shares or any options, warrants or rights with respect thereto, or other interest in, the Shares or other securities of the Company, in each case at a higher level than that which might otherwise prevail in the open market. Goldman Sachs is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings in the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. Such stabilisation, if commenced, may be discontinued at any time without prior notice. However, there will be no obligation on Goldman Sachs or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Except as required by law or regulation, neither Goldman Sachs nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

 

For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilising period, Goldman Sachs will enter into over-allotment arrangements pursuant to which Goldman Sachs may require Tahoe Holdco Cayman Ltd. to sell additional Shares up to 15 per cent. of the total number of Shares included in the Offer (the "Over-allotment Shares") at the offer price. The over-allotment arrangements may be exercised in whole or in part upon notice by Goldman Sachs at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the over-allotment arrangements will be made available on the same terms and conditions as Shares being offered pursuant to the Offer and will rank pari passu in all respects with, and form a single class with, all other Shares (including for all dividends and other distributions declared, made or paid on the Shares).

 

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 

 

1 IDC data: Global Banking Industry IT Spend and Third Party Software Penetration, 2016

2 IDC data: Third Party Vendors and Third Party Financial Software Market Growth, 2016 ; and Misys analysis


3 IDC data: Third Party Vendors and Addressable Market Growth, 2016; and Misys analysis

 

4 The Group's retention rate is measured on a dollar-for-dollar basis against opening recurring software licence fee revenue and excludes any additions from new sales or price increases throughout the year

 

5 Out of six product families (retail banking, corporate banking (split into transaction banking and lending), treasury and capital markets, investment management and risk management); excludes  

 Confirmation
 Matching Service customers which are largely corporate entities, where there is limited scope to further cross-sell Misys products

6 Misys analysis referencing Bankers Almanac, as of April 2016

7 Tier 1: total assets in excess of $500 billion, Tier 2: total assets between $100-500 billion, Tier 3: total assets between $5-100 billion, Tier 4: total assets less than $5 billion

8 This is a forward-looking statement that is based on assumptions and expectations that, while considered reasonable by the Company, may not in fact occur. Forward looking statements are inherently subject to

 uncertainties, including with regard to future business, economic and competitive circumstances.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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