Source - RNS
RNS Number : 0402K
Fidessa Group PLC
06 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 OF SUCH 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

 

6 April 2018

 

Fidessa group plc ("Fidessa")

New date for Shareholder Meetings

On 21 February 2018, the boards of Fidessa and Temenos announced that they had reached an agreement on the terms of a recommended all cash acquisition by Temenos, through its wholly-owned subsidiary Temenos Holdings UK Limited ("Temenos Bidco"), of the entire issued and to be issued ordinary share capital of Fidessa (the "Temenos Acquisition"). It is intended that the Temenos Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 5 April 2018, the Scheme Court Meeting and the General Meeting to approve the Temenos Acquisition were adjourned in order to allow Fidessa to explore in more detail possible offers from Ion Investment Group Limited ("ION") and SS&C Technologies Holdings, Inc. ("SS&C").

Fidessa announces today that the Scheme Court Meeting and the General Meeting to approve the Temenos Acquisition will be held on 27 April 2018. Further details, including a revised expected timetable in respect of the Scheme, are set out below.

Fidessa remains in discussions with ION and SS&C about possible alternative offers for Fidessa. There can be no certainty that an offer will be made by either ION or SS&C, nor as to the terms of any offer.

 

Enquiries

Fidessa group plc

Chris Aspinwall

Andy Skelton

 

+44(0)207 105 1000

Rothschild (Lead financial adviser to Fidessa)

Warner Mandel

John Deans

Anton Black

Pietro Franchi

+44(0)207 280 5000

Jefferies (Joint corporate broker and financial adviser to Fidessa)

Nick Adams

Nandan Shinkre

 

+44(0)207 029 8000

Numis Securities Limited (Joint corporate broker to Fidessa)

James Black

Simon Willis

Jamie Lillywhite

 

+44(0)207 260 1000

FTI Consulting (PR adviser to Fidessa)

Ed Bridges

+44(0)203 727 1000

 

 

Temenos Scheme Court Meeting and General Meeting

Action required

As described in the Scheme Document posted on 13 March 2018, the Scheme will require the approval of the Fidessa Shareholders at the Scheme Court Meeting and the passing of a special resolution at the General Meeting, and then the sanction of the Court.

The Scheme Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) will be reconvened to be held at 9.30 a.m. and 9.45 a.m. (or as soon thereafter as the Scheme Court Meeting has concluded or been adjourned), respectively, on 27 April 2018 at the offices of Cleary Gottlieb Steen & Hamilton LLP, 2 London Wall Place, London EC2Y 5AU. A notice (in the form of a supplementary circular) reconvening the meetings will be posted to Fidessa shareholders shortly.

If you have already submitted Forms of Proxy for the Scheme Court Meeting and/or the General Meeting and do not wish to change your voting instructions you need take no further action as your Forms of Proxy will continue to be valid in respect of the Reconvened Scheme Court Meeting and Reconvened General Meeting.

If you have submitted Forms of Proxy for the Scheme Court Meeting and General Meeting and now wish to change your voting instructions, or if you have misplaced your Forms of Proxy, you should contact Fidessa's registrars, Equiniti, on 0371 384 2898 (from within the UK) or +44 121 415 0259 (from outside the UK) to obtain new Forms of Proxy.

If you are yet to submit either or both Forms of Proxy and whether or not you plan to attend the Reconvened Scheme Court Meeting and Reconvened General Meeting, you are strongly encouraged to sign and return your Forms of Proxy (or appoint a proxy, electronically, as referred to in the Scheme Document) as soon as possible and in any event so as to be received by Fidessa's registrars, Equiniti, by the following times and dates:

·        Blue Forms of Proxy for the Reconvened Scheme Court Meeting:            9.30 a.m. on 25 April 2018;

·        White Forms of Proxy for the Reconvened General Meeting:                    9.45 a.m. on 25 April 2018,

(or in the case of a further adjourned meeting, not later than 48 hours prior to the time and date set out for the adjourned meeting).

Further details will be included in the supplementary circular.

If you have any questions about the supplementary circular, the Scheme Document, the Reconvened Scheme Court Meeting or the Reconvened General Meeting, or how to complete the Forms of Proxy, please call Equiniti on 0371 384 2898 (from within the UK) or +44 121 415 0259 (from outside the UK).

The Scheme Document is and will remain available on Fidessa's website (www.fidessa.com) up to and including the end of the Offer Period.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.


EXPECTED TIMETABLE OF PRINCIPAL EVENTS FOR THE TEMENOS ACQUISITION

The following indicative timetable sets out expected dates for the implementation of the Scheme. All references to times are to London time unless otherwise stated.

Event

Time and/or date(1)

Publication of the Scheme Document...............................................................

13 March 2018

Latest time for lodging Blue Forms of Proxy for the Reconvened Scheme Court Meeting

9.30 a.m. on 25 April 2018(2)

Latest time for lodging White Forms of Proxy for the Reconvened General Meeting             

9.45 a.m. on 25 April 2018 (3)

Voting Record Time.............................................................................................

6.30 p.m. on 25 April 2018 (4)

Reconvened Scheme Court Meeting................................................................

9.30 a.m. on 27 April 2018

Reconvened General Meeting...........................................................................

9.45 a.m. on 27 April 2018 (5)

The following dates and times associated with the Scheme are subject to change and will depend, amongst other things, on the date on which regulatory (and other) Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the Court sanctions the Scheme and the Scheme Court Order is delivered to the Registrar of Companies. Fidessa will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service and on its website (www.fidessa.com). Further updates and changes to these times shall, at Fidessa's discretion, be notified in the same way.

Court Hearing to sanction the Scheme.............................................................

A date expected to be no later than 14 days after the satisfaction or waiver (where applicable) of Conditions 3(d), relating to approval of the Acquisition by the FCA ("D")(6)

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Fidessa Shares..............................................................................

D+1

Suspension of listing of, and dealings in, Fidessa Shares............................

6.00 p.m. on D+1

Scheme Record Time...........................................................................................

6.00 p.m. on D+1

Effective Date of the Scheme.............................................................................

D+2(7)

Delisting and cancellation of admission to trading of Fidessa Shares........

By 8.00 a.m. on D+3

Despatch of cheques, despatch of electronic payments and crediting of CREST accounts for the cash consideration due under the Scheme....................


within 14 days of the Effective Date

Long Stop Date....................................................................................................

15 September 2018(8)

                                                               

Notes:

(1)   The dates and times given are indicative only and are based on Fidessa's current expectations and may be subject to change (including as a result of changes to the timetable related to the satisfaction of the Conditions). If any of the times and/or dates above change, the revised times and/or dates will be notified to Fidessa Shareholders by announcement through a Regulatory Information Service and on its website (www.fidessa.com).

(2)   The Blue Form of Proxy for the Reconvened Scheme Court Meeting may, alternatively, be handed to Fidessa's Registrars, Equiniti, or the Chairman of the Reconvened Scheme Court Meeting, at the start of the Reconvened Scheme Court Meeting (or any adjournment thereof). However, if possible, Fidessa Shareholders are requested to lodge the Blue Forms of Proxy at least 48 hours before the time appointed for the Reconvened Scheme Court Meeting.

(3)   The White Form of Proxy for the Reconvened General Meeting must be lodged with Fidessa's Registrars, Equiniti, by no later than 9.45 a.m. on 25 April 2018 in order for it to be valid, or, if the Reconvened General Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If the White Form of Proxy is not returned by such time, it will be invalid.

(4)   If either Fidessa Meeting is further adjourned, the Voting Record Time for the adjourned Fidessa Meeting will be 6.30 p.m. on the date which is two days before the date set for the adjourned Fidessa Meeting.

(5)   To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Reconvened Scheme Court Meeting.

(6)   The Court Hearing to sanction the Scheme is expected to be held no later than 14 days after the satisfaction or waiver (where applicable) of Condition 3(d), as set out in Part IV (Conditions and Certain Further Terms of the Scheme and the Acquisition) of the Scheme Document. Any references to "D" or to a day after "D" are references to a Business Day.

 (7)  This date will be the date on which the Scheme Court Order is delivered to the Registrar of Companies. The Effective Date of the Scheme is expected to occur in the second quarter of 2018.

 (8)  This is the latest date by which the Acquisition may become Effective unless Fidessa and Temenos Bidco agree, and (if required) the Court and the Panel allow, a later date.


Helpline

If you have any questions about this announcement, the Scheme Court Meeting, the General Meeting or the Acquisition, including in relation to the completion and return of the Forms of Proxy or submitting your votes or proxies through CREST, please call the Shareholder Helpline on 0371 384 2898 (from within the UK) or +44 121 415 0259 (from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Scheme, nor give any financial, tax, investment or legal advice.

 

Important notices

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Fidessa and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Fidessa for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Rothschild nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this announcement, for any statement contained herein or otherwise.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker and financial adviser 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 its client, and will not be responsible to any person other 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, for any statement contained herein or otherwise.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker exclusively for Fidessa and no one else in connection with the matters set out in this announcement. In connection with such matters, Numis will not regard any other person as their client, nor will it be responsible to any person other than Fidessa for providing the protections afforded to clients of Numis or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Numis nor any of its affiliates 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 Numis in connection with this announcement, for any statement contained herein or otherwise.

This announcement is for information purposes only, and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Fidessa in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely on the terms set out in the Scheme Document, which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Each Fidessa Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her. Each Fidessa Shareholder is advised to read carefully the Scheme Document and related Forms of Proxy.

Please be aware that addresses, electronic addresses and certain other information provided by Fidessa Shareholders, persons with information rights and other relevant persons for the receipt of communications from Fidessa may be provided to Temenos and Temenos Bidco during the Offer Period, as required under Section 4 of Appendix 4 to the Code.

All times shown in this announcement are London times, unless otherwise stated.

 

Publication and availability of this announcement

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 websites 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.

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
 
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