ION Capital UK Limited Offer unconditional in all respects and delisting (7528W)

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RNS Number : 7528W

ION Capital UK Limited

03 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

3 AUGUST 2018

RECOMMED CASH OFFER

FOR

FIDESSA GROUP PLC ("FIDESSA")

BY

ION CAPITAL UK LIMITED ("ION BIDCO")

ION BIDCO'S OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS AND DELISTING

   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.

   2         Offer unconditional in all respects 

ION Bidco is pleased to announce that it has now received antitrust clearance from the CMA and that all of the conditions to the Offer have therefore now been satisfied or waived and, accordingly, the Offer is unconditional in all respects.

ION Bidco announces that the Offer, which remains subject to the terms 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.

   3         De-listing 

As the Offer is now unconditional in all respects and ION Bidco holds more than 75 per cent. of the issued share capital of Fidessa, ION Bidco intends to procure that Fidessa will make an application for the cancellation of the listing of Fidessa Shares on the Official List and for the cancellation of trading of the Fidessa Shares on the London Stock Exchange's market for listed securities.

This follows the statement made in the Offer Document that if the Offer becomes or is declared wholly unconditional, and sufficient acceptances under the Offer are received, ION Bidco intends to procure that Fidessa shall make an application for the cancellation of the listing of Fidessa Shares on the Official List and for the cancellation of admission to trading of the Fidessa Shares on the London Stock Exchange's market for listed securities, in each case not less than 20 Business Days after the Offer becomes or is declared wholly unconditional

It is anticipated that cancellation of listing on the Official List and cancellation of trading on the London Stock Exchange will take effect no earlier than 3 September 2018.

   4         Compulsory acquisition 

As announced on 2 August 2018, ION Bidco 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. ION Bidco therefore will exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Fidessa Shares in respect of which the Offer has not been accepted on the same terms as the Offer. Notices will be sent to non-assenting Fidessa Shareholders informing them of the compulsory acquisition of their Fidessa Shares.

   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 [phone] 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         Settlement 

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 as follows: (i) in the case of acceptances which have been received and are valid and complete in all respects by 3.00 p.m. on the date of this announcement, within 14 days; or (ii) in the case of further acceptances which are valid and complete in all respects and received after 3.00 p.m. on the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Enquiries:

 
                      ION Group                                                                [phone] 
                       Ashley Woods                                                                     0300 
                      UBS (Financial adviser to ION and ION Bidco) 
                       Vik Hebatpuria 
                       James Robertson                                                         [phone] 
                       Ian Hart                                                                         8000 
                      Fidessa group plc 
                       Chris Aspinwall                                                         [phone] 
                       Andy Skelton                                                                     1000 
                      Rothschild (Lead financial adviser to Fidessa) 
                       Warner Mandel 
                       John Deans 
                       Anton Black                                                             [phone] 
                       Pietro Franchi                                                                   5000 
                      Jefferies (Joint corporate broker and financial 
                       adviser to Fidessa) 
                       Nick Adams                                                              [phone] 
                       Nandan Shinkre                                                                   8000 
                      Numis Securities Limited (Joint corporate broker 
                       to Fidessa) 
                       James Black 
                       Simon Willis                                                            [phone] 
                       Jamie Lillywhite                                                                 1000 
                      FTI Consulting (PR adviser to Fidessa)                                   [phone] 
                       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 6 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 [e-mail] or visit www.rns.com.

END

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August 03, 2018 03:26 ET (07:26 GMT)