TIDMFDSA

RNS Number : 7842R

ION Capital UK Limited

19 June 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

19 JUNE 2018

RECOMMED CASH OFFER

FOR

FIDESSA GROUP PLC ("FIDESSA")

BY

ION CAPITAL UK LIMITED ("ION BIDCO")

ION BIDCO'S OFFER FOR FIDESSA UNCONDITIONAL AS TO ACCEPTANCES

   1         Introduction 

On 20 April 2018, the boards of Fidessa and ION Bidco announced that they had reached an agreement on the terms of a recommended all cash offer (the "Offer") to be made by ION Bidco for the entire issued and to be issued share capital of Fidessa. The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the offer document dated 18 May 2018 (the "Offer Document").

Defined terms used but not defined in this announcement have the same meanings as set out in the Offer Document.

   2         Acceptance Condition satisfied and Offer unconditional as to acceptances 

The Offer is subject to an acceptance condition at a level of ION Bidco needing to acquire or agreeing to acquire (whether pursuant to the Offer or otherwise) Fidessa shares representing, in aggregate, not less than 75 per cent. of the voting rights then normally exercisable at a general meeting of Fidessa (calculated on a fully-diluted basis).

As at 1.00 p.m. on 18 June 2018, ION Bidco had received valid acceptances in respect of a total of 32,536,598 Fidessa Shares representing, in aggregate, approximately 83.90 per cent. of Fidessa's ordinary share capital in issue.

Accordingly, ION Bidco is pleased to announce that the Acceptance Condition set out in paragraph 1(a) of Part A of Appendix I to the Offer Document has now been satisfied and that the Offer has therefore become unconditional as to acceptances.

Completion of the Offer remains subject to other outstanding conditions as set out in the Offer Document including the receipt of antitrust clearance from the CMA and the receipt of regulatory clearance from the Financial Conduct Authority.

The Code requires that, except with the consent of the Panel, all conditions to the Offer must either be fulfilled or the Offer must lapse within 21 days of the date on which the Offer becomes, or is declared, unconditional as to acceptances. In order to accommodate the review process for receiving antitrust clearance from the CMA and regulatory clearance from the Financial Conduct Authority, with the consent of Fidessa, ION Bidco has requested and received the consent of the Panel to extend the date by which the Offer must become, or be declared, unconditional in all respects in accordance with Rule 31.7 of the Code until 15 August 2018, being the date that is two days after the statutory deadline for receipt of antitrust clearance from the CMA, and that such date may only be further extended with the agreement of ION Bidco and the consent of the Panel. ION Bidco is seeking to expedite the approval process for receiving antitrust clearance from the CMA and regulatory clearance from the Financial Conduct Authority as much as possible.

As the Offer is now unconditional as to acceptances, Fidessa Shareholders who have accepted the Offer are now unable to withdraw their acceptances.

Fidessa Shareholders who have not accepted the Offer are urged to do so as soon as possible in accordance with the instructions set out in the Offer Document.

   3         Level of acceptances 

As at 1.00 p.m. on 18 June 2018, being the First Closing Date of the Offer, ION Bidco has received valid acceptances in respect of a total of 32,536,598 Fidessa Shares representing, in aggregate, approximately 83.90 per cent. of Fidessa's ordinary share capital in issue on 18 June 2018, thereby satisfying the Acceptance Condition. So far as ION Bidco is aware, none of these acceptances have been received from persons acting in concert with ION Bidco.

These acceptances include those received in respect of a total of 9,978,336 Fidessa Shares representing, in aggregate, approximately 25.7 per cent. of Fidessa's ordinary share capital in issue on 18 June 2018 which were subject to irrevocable undertakings given by Fidessa Directors and certain other Fidessa Shareholders and persons interested (as defined in the Code) in Fidessa Shares. The percentage of Fidessa Shares referred to in this announcement is based upon a figure of 38,779,645 Fidessa Shares in issue on 18 June 2018, being the latest practicable date prior to the publication of this announcement.

   4         Continuation of the Offer and actions to be taken 

ION Bidco announces that the Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptances until further notice, and not less than 14 days' notice will be given in respect of the closure of the Offer.

   5         Procedure for acceptance of the Offer 

Fidessa Shareholders who have not yet accepted the Offer are urged to accept the Offer as soon as possible:

-- If you hold your Fidessa Shares, or any of them, in certificated form (that is, not in CREST), to accept the Offer in respect of those Fidessa Shares you should complete, sign and return the Form of Acceptance (together with your share certificate(s) and/or other document(s) of title) as soon as possible so as to be received by the Receiving Agent, Equiniti Limited at Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

-- If you hold your Fidessa Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Fidessa Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. If you hold your Fidessa Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on ION Bidco's and Fidessa's websites at https://iongroup.com/ion-news/ and https://www.fidessa.com/offers-for-fidessa respectively.

Fidessa Shareholders with any questions relating to the procedure for acceptance of the Offer, should contact the Receiving Agent on 0371 384 2140, or, if telephoning from outside the UK, on +441214150078 between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). Calls to the Receiving Agent's number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile phones and calls may be recorded and monitored randomly for security and training purposes. Please note that the Receiving Agent cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. Fidessa Shareholders who are a CREST sponsored member should contact their CREST sponsor before taking any action.

   6         Interests in relevant securities 

Save as disclosed in this announcement, as at 1.00 p.m. on 18 June 2018 none of ION Bidco, the directors of ION Bidco or their respective related parties nor, so far as ION Bidco is aware, any person acting in concert (within the meaning of the Code) with ION Bidco had any interest in, right to subscribe for, or had borrowed or lent any Fidessa Shares or securities convertible or exchangeable into Fidessa Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to Fidessa Shares or in relation to any securities convertible or exchangeable into Fidessa Shares.

   7         Further information 

Enquiries:

 
           ION Group                                                     +44(0)207 398 
            Ashley Woods                                                          0300 
           UBS (Financial adviser to ION and ION Bidco) 
            Vik Hebatpuria 
            James Robertson                                              +44(0)207 567 
            Ian Hart                                                              8000 
           Fidessa group plc 
            Chris Aspinwall                                              +44(0)207 105 
            Andy Skelton                                                          1000 
           Rothschild (Lead financial adviser to Fidessa) 
            Warner Mandel 
            John Deans 
            Anton Black                                                  +44(0)207 280 
            Pietro Franchi                                                        5000 
           Jefferies (Joint corporate broker and financial 
            adviser to Fidessa) 
            Nick Adams                                                   +44(0)207 029 
            Nandan Shinkre                                                        8000 
           Numis Securities Limited (Joint corporate broker 
            to Fidessa) 
            James Black 
            Simon Willis                                                 +44(0)207 260 
            Jamie Lillywhite                                                      1000 
           FTI Consulting (PR adviser to Fidessa)                        +44(0)203 727 
            Ed Bridges                                                            1000 
 

Important Notices

UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser to ION and ION Bidco and no one else in connection with the Offer and shall not be responsible to anyone other than ION, ION Bidco and the Wider ION Group for providing the protections afforded to clients of UBS nor for providing advice in relation to the subject matter of this Announcement or any transaction, arrangement or other matter referred to herein.

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, 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 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 its client, 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, 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 its 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, 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 Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Fidessa in any jurisdiction in contravention of applicable law. The Offer will be implemented solely by means of the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer including details of how to accept the Offer. Any acceptance or other response in relation to the Offer should be made only on the basis of the information contained in the Offer Document. Each Fidessa Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Offer.

The Offer is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom or the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

The Offer is not being made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer, are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents and any accompanying document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. The availability of the Offer to Fidessa Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident. Such persons should read paragraph 7 of Part B and paragraph (c) of Part C (if such person holds Fidessa Shares in certificated form) or paragraph (c) of Part D (if such person holds Fidessa Shares in uncertificated form) of Appendix I to the Offer Document and inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

If you are a resident of the United States, please read the following:

The Offer is being made to acquire the securities of Fidessa, a company incorporated under the laws of England and Wales, and is being made in the United States in compliance with, and reliance on, the relevant provisions of Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder. The Offer will be made in the United States by ION Bidco and no one else.

The Offer is subject to the disclosure and procedural requirements of the United Kingdom, which differ from those in the United States. In addition, the payment and settlement procedures with respect to the Offer will comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures. Neither the SEC, nor any securities commission of any state of the United States, has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Fidessa included in the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

In accordance with normal UK practice, ION Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Fidessa outside of the US, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

ION Bidco and Fidessa are organised under the laws of England and Wales. Some or all of the officers and directors of ION Bidco and Fidessa, respectively, are residents of countries other than the United States. In addition, most of the assets of the ION Bidco and Fidessa are located outside the United States. As a result, it may be difficult for US shareholders of Fidessa to effect service of process within the United States upon ION Bidco or Fidessa or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Any person (including custodians, nominees and trustees) who would, or otherwise intends to, or may have a contractual or legal obligation to forward this announcement and all documents relating to the Offer to any jurisdiction outside the United Kingdom, should read paragraph 7 of Part B and paragraph (c) of Part C of Appendix I to the Offer Document before taking any action.

Publication on Website

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on https://iongroup.com/ion-news/ and https://www.fidessa.com/offers-for-fidessa by no later than 12 noon (London time) on 20 June 2018.

The contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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