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
OUPLVLLFVQFFBBX
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