TIDMFDSA
RNS Number : 8089X
ION Capital UK Limited
14 August 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 AUGUST 2018
RECOMMED CASH OFFER
FOR
FIDESSA GROUP PLC ("FIDESSA")
BY
ION CAPITAL UK LIMITED ("ION BIDCO")
COMPULSORY ACQUISITION OF FIDESSA SHARES
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.
On 19 June 2018, ION Bidco announced that the Offer had been
declared unconditional as to acceptances.
On 2 August 2018, ION Bidco announced that it has received valid
acceptances under the Offer in respect of, and/or otherwise
acquired, 90 per cent. or more of the Fidessa Shares by nominal
value and voting rights attaching to such shares to which the Offer
relates.
On 3 August 2018, ION Bidco announced that the Offer had been
declared unconditional in all respects.
2 Compulsory acquisition
Further to its announcement on 2 August 2018 regarding its
intention to implement the compulsory acquisition procedure under
Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"), as set
out in the Offer Document, ION Bidco announces the despatch today
of formal compulsory acquisition notices under Sections 979 and 980
of the Act (the "Compulsory Acquisition Notices") to Fidessa
Shareholders who have not yet accepted the Offer. These notices set
out ION Bidco's intention to apply the provisions of Section 979 of
the Act to acquire compulsorily any remaining Fidessa Shares in
respect of which the Offer has not been accepted on the same terms
as the Offer. The transfer of Fidessa Shares in accordance with the
Compulsory Acquisition Notices will take place on 26 September
2018, being the day after the date which is six weeks from the date
of the Compulsory Acquisition Notices.
Unless any of the Fidessa Shareholders who have not accepted the
Offer apply to the court and the court orders otherwise, on the
expiry of six weeks from the date of the Compulsory Acquisition
Notices, being 25 September 2018, the Fidessa Shares held by those
Fidessa Shareholders who have not accepted the Offer will be
acquired compulsorily by ION Bidco on 26 September 2018 on the same
terms as the Offer. The consideration to which those Fidessa
Shareholders will be entitled will be held by Fidessa as trustee on
behalf of those Fidessa Shareholders who have not accepted the
Offer and they will be requested to claim their consideration by
writing to Fidessa at the end of the six-week period.
3 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.
4 Settlement
While the Offer remains open for acceptance, settlement of
consideration to which any accepting Fidessa Shareholder is
entitled under the Offer shall be effected by the issue of cheques
or CREST payments within 14 days of receipt of such acceptance, in
each case in the manner described in the Offer Document.
Non-assenting Fidessa Shareholders who do not accept the Offer
will not receive payment until after compulsory acquisition has
been implemented.
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 15 August 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
OUPGGUCCRUPRGQC
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