Acquisition

    RNS Number : 2156Y
  Temenos Group AG
  03 July 2008
   

    Part I
    Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan.

    FOR IMMEDIATE RELEASE    3 July 2008

    RECOMMENDED CASH ACQUISITION
    by
    Temenos Group AG
    of
    Financial Objects PLC

 *   The boards of Temenos and Financial Objects are pleased to announce that
     they have reached agreement on the terms of a recommended cash
     acquisition of the entire issued and to be issued ordinary share capital
     of Financial Objects to be made by Temenos UK Limited, a subsidiary of
     Temenos. It is intended that the Acquisition will be implemented by way
     of a court approved scheme of arrangement under Part 26 of the Companies
     Act 2006, although Temenos reserves the right in its absolute discretion
     to implement the Acquisition by way of a takeover offer.
 *   Temenos believes that the combination of Temenos and Financial Objects
     will enhance its position as an international leading company in the
     banking software industry and that the enlarged group will be better
     placed to take advantage of this fast growing market.
 *   Temenos believes that the Acquisition will create significant value for
     its shareholders. It brings together two companies with an excellent
     strategic fit and complementary skills, giving rise to significant
     synergies, cost savings and cross-selling opportunities.
 *   Under the terms of the Acquisition, Financial Objects Shareholders will
     receive 60 pence in cash for each Financial Objects Share, valuing the
     existing issued and to be issued share capital of Financial Objects at
     approximately £27.2 million.
 *   The price of 60 pence in cash for each Financial Objects Share represents
     a premium of 90 per cent. over the Closing Price of 31.5 pence per
     Financial Objects Share on 2 July 2008, being the last business day prior
     to the date of this announcement.
 *   The directors of Financial Objects, who have been so advised by Evolution
     Securities, consider the terms of the Acquisition to be fair and
     reasonable. In providing their advice, Evolution Securities has taken
     into account the commercial assessments of the directors of Financial
     Objects.
 *   The directors of Financial Objects intend unanimously to recommend that
     Financial Objects Shareholders vote in favour of the Scheme at the Court
     Meeting and the resolution(s) required in connection with the Scheme to
     be proposed at the Extraordinary General Meeting, as they have themselves
     irrevocably undertaken to do (or procure to be done) in respect of their
     entire beneficial holdings of Financial Objects Shares, amounting, in
     aggregate to 7,235,944 Financial Objects Shares, representing 16.3 per
     cent. of Financial Objects' existing issued share capital.
 *   In aggregate, Temenos has received irrevocable undertakings (including
     those undertakings from the directors of Financial Objects) to vote in
     favour of the Scheme at the Court Meeting and the resolution(s) at the
     Extraordinary General Meeting, in respect of 20,741,016 Financial Objects
     Shares, representing approximately 46.7 per cent. of Financial Objects'
     existing issued share capital.
 *   In accordance with Rule 2.10 of the Code, Financial Objects confirms that
     there are 44,445,856 shares in issue, the ISIN number for which is
     GB0004516976.
    Commenting on the Acquisition, Andreas Andreades, Chief Executive of Temenos said:
    "The acquisition of Financial Objects enhances our position as a leading international vendor of core banking systems. Combining the two
companies will create a group with greater critical mass, a larger installed base and access to a deeper pool of skills, which in turn will
enable it to serve all customers better and generate superior value for shareholders."

    Enquiries:
    Temenos                                                                             Tel: [phone]
    Max Chuard
    Ben Robinson
    Lazard                                                                                 Tel: [phone] 
    (financial adviser to Temenos and Temenos UK Limited)
    Nicholas Jones
    Cyrus Kapadia
    Hudson Sandler                                                                   Tel: [phone]
    (PR adviser to Temenos) 
    James White
    Andrew Hayes
    Financial Objects                                                                  Tel: [phone]
    Karim Peermohamed
    Peter Youngs
    Evolution Securities                                                             Tel: [phone]
    (financial adviser to Financial Objects)
    Stuart Andrews
    Neil Elliot
    Financial Dynamics                                                               Tel: [phone]
    (PR adviser to Financial Objects)
    James Melville Ross
      This summary should be read in conjunction with, and is subject to, the full text of the following announcement. In particular, the
Acquisition is subject to the conditions set out in Appendix I to this announcement. Appendix II contains a summary of the bases and sources
of certain information in this announcement. Appendix III sets out the terms of the irrevocable undertakings received by Temenos. Appendix
IV contains the definitions of certain terms used in this announcement.
    Lazard, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Temenos and Temenos UK Limited and
no-one else in connection with the Acquisition and will not be responsible to anyone other than Temenos and Temenos UK Limited for providing
the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition.
    Evolution Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Financial Objects and
no-one else in connection with the Acquisition and will not be responsible to anyone other than Financial Objects for providing the
protections afforded to clients of Evolution Securities nor for providing advice in relation to the Acquisition.
    This announcement does not constitute, or form any part of, any offer for, or any solicitation of any offer for, securities or the
solicitation of any vote for approval in any jurisdiction. Any acceptance or other response to the Acquisition should be made on the basis
of the information contained in the Scheme Document. Financial Objects Shareholders are advised to read carefully the formal documentation
in relation to the Acquisition once it has been despatched.
    The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable
requirements. 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 the United Kingdom.
    If the Acquisition is carried out by way of a takeover offer, it will not be made, directly or indirectly, in or into, or by the use of
the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of the United States, Canada, Australia or Japan. Accordingly, except as
required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent
in, into or from the United States, Canada, Australia or Japan. Persons receiving this announcement (including without limitation nominees,
trustees or custodians) must not forward, distribute or send it into the United States, Canada, Australia or Japan.
    Rule 8 Notice
    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any
class of "relevant securities" of Financial Objects, all "dealings" in any "relevant securities" of that company (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Financial Objects, they will be deemed to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Financial Objects by Temenos or Financial
Objects, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
    Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
    Forward-looking statements
    This announcement contains certain forward-looking statements, including statements regarding Financial Objects and Temenos' plans,
objectives and expected performance. Such statements relate to events and depend on circumstances that will occur in the future and are
subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements, including, among others the enactment of legislation or
regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in
the banking software industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and
terrorism. These forward-looking statements speak only as at the date of this document.
    Part II
    Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan.
    FOR IMMEDIATE RELEASE    3 July 2008
    RECOMMENDED CASH ACQUISITION
    by
    Temenos Group AG
    of
    Financial Objects PLC
    1.    Introduction
    The boards of Temenos and Financial Objects are pleased to announce that they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of Financial Objects to be made by Temenos UK Limited, a subsidiary
of Temenos. It is intended that the Acquisition will be implemented by way of a court approved scheme of arrangement under Part 26 of the
Companies Act 2006, although Temenos reserves the right in its absolute discretion to implement the Acquisition by way of a takeover offer.
    2.    The Acquisition
    Under the terms of the Scheme, which will be subject to the conditions and further terms set out in Appendix I to this announcement and
to be set out in the Scheme Document, Financial Objects Shareholders will be entitled to receive:
 for each Financial Objects Share   60 pence in cash
    On the basis set out in Appendix II, the Acquisition values the existing issued and to be issued share capital of Financial Objects at
approximately £27.2 million. The price of 60 pence in cash for each Financial Objects Share represents a premium of 90 per cent. over the
Closing Price of 31.5 pence per Financial Objects Share on 2 July 2008, being the last business day prior to the date of this announcement.
    3.    Background to and reasons for the Acquisition
    The Board of Temenos believes that the combination of Temenos and Financial Objects will enhance its position as an international
leading company in the banking software industry and that the enlarged group will be better placed to take advantage of this fast growing
market.
    Temenos believes that the Acquisition will create significant value for its shareholders. It brings together two companies with an
excellent strategic fit and complementary skills, giving rise to significant synergies, cost savings and cross-selling opportunities.  
    The Acquisition is consistent with Temenos' stated strategic objective of enhancing its position in the core banking software sector.
Furthermore, the acquisition of existing intellectual property and expertise currently within Financial Objects will facilitate the
potential enhancement and expansion of Temenos' existing products into adjacent product areas.
    Temenos will continue to support Financial Objects' current and potential clients and participate in Financial Objects' existing sales
opportunities. Furthermore, Temenos believes these clients will benefit from the Acquisition in that the enlarged group will be able to draw
on broader expertise to offer a far more compelling product and technology roadmap.
    Temenos will review, in due course, the appropriate strategic alternatives open to Temenos in relation to Financial Objects' Energy and
Other Software divisions.
    In accordance with Temenos' stated aims, the acquisition of Financial Objects is expected to generate significant synergies and cost
savings along with the ability to realise a number of cross-selling opportunities. Furthermore, Temenos believes that the Acquisition will
be earnings neutral in 2008 and accretive in 2009, the first full year after completion of the Acquisition.
    4.    Background to and reasons for the recommendation
    The price of 60 pence in cash for each Financial Objects Share represents a substantial premium to the current share price and
represents an opportunity for Financial Objects Shareholders to realise the whole of their investment in cash at a value which it might
otherwise be difficult to obtain in the short to medium term. After thorough deliberation and professional advice, the directors of
Financial Objects have therefore decided to recommend the Acquisition as they believe that it represents fair value to Financial Objects
Shareholders.
    The directors of Financial Objects had identified that it was necessary for Financial Objects to be substantially larger in order to
create further liquidity in the Financial Objects Shares and to attract further support from institutional investors. Accordingly, in
addition to delivering organic growth, the directors of Financial Objects had formulated a strategy to acquire further complementary
businesses that were synergistic and earnings enhancing. This had been the strategy of Financial Objects for some time and led to the
acquisition of both Wealth Management Software PLC and Raft PLC.
    Despite the acquisitions referred to above the directors of Financial Objects do not believe that Financial Objects has reached a size
where it has the necessary critical mass in the public markets. The Financial Objects Board also recognise the difficulty of making earnings
enhancing acquisitions with the share price at the current level, given the dilution that existing shareholders would suffer if new shares
were issued either in exchange for target company shares or to raise funds to pay for target companies. The Financial Objects Board has
therefore concluded that it is appropriate to realise shareholder value by alternative means.
    The directors of Financial Objects, who have been so advised by Evolution Securities, consider the terms of the Acquisition to be fair
and reasonable. In providing their advice, Evolution Securities has taken into account the commercial assessments of the directors of
Financial Objects.
    The directors of Financial Objects intend unanimously to recommend that Financial Objects Shareholders vote in favour of the Scheme at
the Court Meeting and the resolution(s) required in connection with the Scheme to be proposed at the Extraordinary General Meeting, as they
have themselves irrevocably undertaken to do (or procure to be done) in respect of their entire beneficial holdings of Financial Objects
Shares, amounting, in aggregate to 7,235,944 Financial Objects Shares, representing 16.3 per cent. of Financial Objects' existing issued
share capital.
    5.    Irrevocable undertakings
    In aggregate, Temenos has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution(s)
at the Extraordinary General Meeting, in respect of 20,741,016 Financial Objects Shares, representing approximately 46.7 per cent. of
Financial Objects' existing issued share capital.
    Further details of the irrevocable undertakings are set out in Appendix III.
    6.    Information relating to Temenos
    Founded in 1993, Temenos is a global provider of banking software systems in Retail, Corporate & Correspondent, Universal, Private,
Islamic and Microfinance & Community banking. Headquartered in Geneva with 44 offices worldwide, Temenos serves over 600 customers in more
than 120 countries. Temenos is listed on the Swiss Stock Exchange (SWX: TEMN) and has a current market capitalisation of approximately $1.7
billion.
    Temenos' software products provide advanced technology and rich functionality, incorporating best practice processes that leverage
Temenos' experience in over 600 implementations around the globe. Temenos' advanced and automated implementation approach, provided by its
strong Client Services organisation, ensures efficient and low-risk core banking platform migrations. More information can be found on
Temenos' website (www.temenos.com).
    7.    Information relating to Financial Objects
    Founded in 1995, Financial Objects is an international supplier of software solutions, serving customers in the banking, wealth
management and energy sectors. Financial Objects delivers component-based software solutions, using industry-standard technology platforms.
Financial Objects is listed on the Alternative Investment Market of the London Stock Exchange (AIM: FIO).
    The Financial Objects Group has around 500 customers who are serviced from regional centres in Europe, Asia and North America;
additionally it has a development centre based in Bangalore, India. The Financial Objects Group employs around 270 staff at offices in the
UK, Czech Republic, Luxembourg, Hong Kong, India, Singapore and North America.
    To complement its primary product offerings Financial Objects also has a number of other software solutions in the following key areas:
Property Asset Management, Document Management, Financial Adviser Services and Bespoke Services.
    8.    Financing arrangements
    The consideration will be financed in its entirety through Temenos' existing banking facilities.
    Lazard, financial adviser to Temenos, is satisfied that Temenos has the necessary financial resources available to satisfy the full cash
consideration of 60 pence for each Financial Objects Share payable to Financial Objects Shareholders under the terms of the Acquisition. 
    Further information on the financing of the acquisition will be set out in the Scheme Document.
    9.    Implementation Agreement 
    Temenos and Financial Objects have entered into an Implementation Agreement which sets out, amongst other things, various matters in
relation to the implementation of the Acquisition, the conduct of Financial Objects' business before the Effective Date or lapse of the
Scheme, an inducement fee, matching rights and a non-solicitation undertaking.
    The Implementation Agreement will terminate in certain circumstances, including where Temenos (with the consent of the Panel) announces
that it will not proceed with the Acquisition, the Scheme lapses or is withdrawn, the Scheme is not approved at the Scheme Meeting or the
resolutions necessary to implement the Scheme are not passed at the Extraordinary General Meeting or the Scheme has not become effective by
31 October 2008.
    Undertakings to implement the Scheme 
    Financial Objects has undertaken to Temenos to take certain steps to implement the Scheme, including the despatch of the Scheme
Document, convening the Court Meeting and the EGM and taking the steps to seek the Court Orders at the relevant court hearings to make the
Scheme effective.
    In addition, the Implementation Agreement contains a covenant from Financial Objects to put a resolution to the Extraordinary General
Meeting under which the Financial Objects Shareholders shall direct the directors of Financial Objects, subject only to the Conditions, to
use their reasonable endeavours to ensure that the Scheme becomes effective notwithstanding any Competing Proposal.
    Inducement fee
    Financial Objects has agreed to pay Temenos an inducement fee of 1% of the offer value, being the price per Financial Objects Share to
be received by Financial Objects Shareholders pursuant to the Acquisition multiplied by the issued share capital of Financial Objects, plus
recoverable VAT if (i) the Financial Objects Board fails to recommend the Acquisition or withdraws or alters its recommendation of the
Acquisition in a manner which is adverse to the likelihood of the Scheme becoming effective or (ii) a third party which is not acting in
concert with Temenos announces an Independent Competing Offer.
    Matching rights
    In the event that the Financial Objects Board is approached by a third party with a view to making an Independent Competing Offer, the
Financial Objects Board shall notify Temenos of the approach and Temenos shall have a period of 48 hours from the announcement of such
Independent Competing Offer in which to amend the terms of the Acquisition.
    In the event that the revised offer by Temenos is communicated to the Financial Objects Board within 48 hours from the announcement of
an Independent Competing Offer and it provides for an increase in the value of the price per Financial Objects Share in cash previously
offered by Temenos so that such increased value is not less than the value in cash offered by the third party in the announcement of the
Independent Competing Offer, then the Financial Objects Board shall recommend the revised offer made by Temenos to the Financial Objects
Shareholders and shall not recommend or shall withdraw any recommendation already made of the Independent Competing Offer.
    Non-solicitation undertakings
    Financial Objects has undertaken to Temenos that it will not directly or indirectly through advisers, agents, consultants or brokers,
solicit, discuss, negotiate, arrange, agree or conclude any disposal or acquisition of shares (or any interest in shares) in the capital, or
the material assets, of Financial Objects with any person other than Temenos and further that it has terminated all discussions which it may
have entered into with any persons other than Temenos relating to any such disposal, provided that this undertaking will not apply to any
action or omission which is required by virtue of the statutory duties (and, if applicable, the fiduciary duties) of the directors of
Financial Objects or required by law or, to the extent relevant, the regulations of any stock exchange or listing authority or the Code or
any other regulatory or governmental organisation.
    10.    Structure of the Acquisition
    It is intended that the Acquisition will be implemented by way of a court approved scheme of arrangement between Financial Objects and
the Scheme Shareholders under Part 26 of the Companies Act 2006. The procedure involves an application by Financial Objects to the Court to
sanction the Scheme and to confirm the cancellation of all the Scheme Shares in consideration for which Scheme Shareholders will receive
cash as described in paragraph 2 above.  
    To become effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present
and voting in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such
Scheme Shareholders, together with the sanction of the Court and the passing of the resolutions necessary to implement the Scheme at the
Extraordinary General Meeting. Following the Meetings, the Scheme must be sanctioned and the Reduction confirmed by the Court, and will only
become effective on delivery to the Registrar of Companies of:
 *   a copy of the Scheme Court Order; and
 *   a copy of the Reduction Court Order,
    and, in the case of the Reduction Court Order, it being registered by the Registrar of Companies together with the minute of the
Reduction. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the Extraordinary General Meeting.
    As well as seeking approval of the resolutions necessary to implement the Scheme at the Extraordinary General Meeting, in order to
contribute to the certainty and deliverability of the Scheme, Financial Objects Shareholders will also be asked to vote on a separate
special resolution to approve the implementation of the Scheme by the directors of Financial Objects to the exclusion of any Competing
Proposal and to direct the directors of Financial Objects to act accordingly.
    The Acquisition will be made on the terms and subject to the conditions set out in Appendix I to this announcement and to be set out in
the Scheme Documentation, including approvals by Financial Objects Shareholders and the sanction of the Scheme by the Court. The Scheme
Document will include full details of the Scheme, together with notices of the Court Meeting and the Extraordinary General Meeting and the
expected timetable. Subject to the timing of the Meetings, it is anticipated that the Acquisition will become effective during the course of
September 2008.
    The Scheme Documentation will be despatched to Financial Objects Shareholders and, for information only, to holders of options granted
under the Financial Objects Share Schemes, in due course.
    Temenos reserves the right to elect to implement the acquisition of the Financial Objects Shares by way of a takeover offer. In such
event, the Acquisition will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would
apply to the Scheme except that the Acquisition may exclude Financial Objects Shareholders resident in certain overseas jurisdictions.
    Before the Scheme becomes effective, Financial Objects will make an application to the London Stock Exchange for cancellation of the
admission of the Financial Objects Shares to AIM on the Effective Date. It is also proposed that, following the Effective Date and after its
shares are delisted, Financial Objects will be re-registered as a private limited company.

    11.    Management and employees
    Temenos is aware of the strong skills and experience within the Financial Objects workforce. Opportunities will be available for
Financial Objects employees to form an important part of the Temenos organisation.
    As part of the integration process, Temenos will conduct a detailed review of the Financial Objects business in order to identify
synergies and other future benefits available to the enlarged Temenos Group. It is possible that as a result of this review there may be
some headcount reduction or relocation of members of the workforce (subject to any consultation and other obligations required by applicable
law).
    Financial Objects will procure the resignations of all of the directors of Financial Objects from the Effective Date and will co-operate
with Temenos to procure the appointment of such individuals as Temenos shall nominate to the Financial Objects Board from the Effective
Date.
    Subject to the above, Temenos has given assurances to the directors of Financial Objects that, following the Scheme becoming effective,
the existing contractual and statutory employment rights of the management and employees will be safeguarded.
    

    12.    Financial Objects Share Schemes
    At the same time as, or as soon as practicable following, the publication of the Scheme Document, explanatory letters will be sent to
the participants in the Financial Objects Share Schemes explaining the effect of the Scheme on them and, where applicable, their right to
exercise share options.
    It is proposed to amend the articles of association of Financial Objects at the Extraordinary General Meeting to provide that, if the
Scheme becomes effective, any Financial Objects Shares issued after close of business on the business day before the Reduction Court Hearing
will automatically (and immediately following issue) be transferred to Temenos in exchange for the same consideration payable by Temenos
under the Scheme. Consequently, participants in the Financial Objects Share Schemes who exercise any options after such time will receive
the same consideration in the same manner as Scheme Shareholders under the Scheme.  
    Further details of these proposals will be sent out in the letters to the participants in the Financial Objects Share Schemes.

    13.    Disclosure of interests in Financial Objects Shares
    Neither Temenos, nor any of its directors, nor to the best of Temenos' knowledge and belief, any person acting in concert with Temenos
is interested in or has any rights to subscribe for any Financial Objects Shares or has borrowed or lent any Financial Objects Shares nor
does any such person have any short position whether conditional or absolute and whether in the money or otherwise (including a short
position under a derivative) or any arrangement in relation to Financial Objects Shares. For these purposes "interest" includes any long
economic exposure, whether conditional or absolute, to changes in the price of securities and a person is treated as having an "interest" by
virtue of the ownership or control of securities or by virtue of any option in respect of, or derivative referenced to, securities and
"arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of
Financial Objects Shares and also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature relating to Financial Objects Shares which may be
an inducement to deal or refrain from dealing in such securities.
    14.    Documentation
    The Scheme Document will be posted to Financial Objects Shareholders as soon as practicable and in any event within 28 days of this
announcement.
    15.    General
    This announcement does not constitute an offer or an invitation to purchase any securities.
    The conditions and certain further terms of the Acquisition are set out in Appendix I to this announcement. Appendix II contains a
summary of the bases and sources of certain information in this announcement. Appendix III sets out the terms of the irrevocable
undertakings received by Temenos. Appendix IV contains the definitions of certain terms used in this announcement.
      Enquiries:
    Temenos                                                                           Tel: [phone]
    Max Chuard
    Ben Robinson
    Lazard                                                                               Tel: [phone] 
    (financial adviser to Temenos and Temenos UK Limited)
    Nicholas Jones
    Cyrus Kapadia
    Hudson Sandler                                                                Tel: [phone]
    (PR adviser to Temenos) 
    James White
    Andrew Hayes
    Financial Objects                                                              Tel: [phone]
    Karim Peermohamed
    Peter Youngs
    Evolution Securities                                                         Tel: [phone]
    (financial adviser to Financial Objects)
    Stuart Andrews
    Neil Elliot
    Financial Dynamics                                                           Tel: [phone]
    (PR adviser to Financial Objects)
    James Melville Ross

    Lazard, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Temenos and Temenos UK Limited and
no-one else in connection with the Acquisition and will not be responsible to anyone other than Temenos and Temenos UK Limited for providing
the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition.
    Evolution Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Financial Objects and
no-one else in connection with the Acquisition and will not be responsible to anyone other than Financial Objects for providing the
protections afforded to clients of Evolution Securities nor for providing advice in relation to the Acquisition.
    This announcement does not constitute, or form any part of, any offer for, or any solicitation of any offer for, securities or the
solicitation of any vote for approval in any jurisdiction. Any acceptance or other response to the Acquisition should be made on the basis
of the information contained in the Scheme Document. Financial Objects Shareholders are advised to read carefully the formal documentation
in relation to the Acquisition once it has been despatched.

    The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable
requirements. 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 has been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
    If the Acquisition is carried out by way of a takeover offer, it will not be made, directly or indirectly, in or into, or by the use of
the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of the United States, Canada, Australia or Japan. Accordingly, except as
required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent
in, into or from the United States, Canada, Australia or Japan. Persons receiving this announcement (including without limitation nominees,
trustees or custodians) must not forward, distribute or send it into the United States, Canada, Australia or Japan.
    Rule 8 Notice
    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any
class of "relevant securities" of Financial Objects, all "dealings" in any "relevant securities" of that company (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Financial Objects, they will be deemed to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Financial Objects by Temenos or Financial
Objects, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
    Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
      Forward-looking statements
    This announcement contains certain forward-looking statements, including statements regarding Financial Objects and Temenos' plans,
objectives and expected performance. Such statements relate to events and depend on circumstances that will occur in the future and are
subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements, including, among others the enactment of legislation or
regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in
the banking software industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and
terrorism. These forward-looking statements speak only as at the date of this document.
      APPENDIX I

    CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
    Part A - Conditions of the Acquisition
    The Acquisition will not become effective unless all of the conditions of the Scheme and the additional conditions of the Acquisition
have been satisfied or, if permitted, waived by the close of business on 31 October 2008, or such later date as Financial Objects and
Temenos may agree and (if required) the Court (in relation to the Scheme) and the Panel may approve.
    In addition Financial Objects has undertaken not to proceed with the Scheme and to withdraw it in the event that prior to the Hearing
Date the Implementation Agreement is terminated in accordance with its terms.
 
1.    The Scheme is conditional on:
(a)          the approval by a majority in number of the holders of Financial Objects Shares present and voting at the Court Meeting, either
in person or by proxy, representing not less than three-quarters in value of the Financial Objects Shares held by such holders;
(b)          the special resolution required to implement the Scheme (including, without limitation, to amend the Company's articles of
association) being passed by the requisite majority of the Financial Objects Shareholders at such EGM;
(c)          the sanction of the Scheme and confirmation of the Reduction involved therein by the Court (in both cases with or without
modifications, on terms reasonably acceptable to Financial Objects and Temenos); and
(d)          an office copy of the Court Order (and the minute of the Reduction) being delivered for registration to the Registrar of
Companies and being registered by him.
2.    The Acquisition is also conditional on the following conditions having been satisfied or, where applicable, waived and accordingly the
necessary actions to make the Scheme effective will not be taken unless such conditions have been so satisfied or waived:
(a)          the Office of Fair Trading not having indicated that it is their intention to refer the proposed Acquisition, or any matters
arising from or related to the Acquisition, to the Competition Commission;
(b)          no government or governmental, quasi*governmental, supranational, statutory, administrative or regulatory body, authority,
court, trade agency, association, institution, environmental body or any other person or body in any jurisdiction (each a "Relevant
Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or
reference, or made, proposed or enacted any statute, regulation, order or decision or taken any other steps and there not continuing to be
outstanding any statute, regulation, order or decision, which would or might:
(i)         make the Acquisition, its implementation or the acquisition of any Financial Objects Shares, or control of Financial Objects by
Temenos void, illegal or unenforceable or otherwise materially restrict, restrain, prohibit, delay or interfere with the implementation
thereof, or impose material additional conditions or obligations with respect thereto, or require material amendment thereof or otherwise
challenge or interfere therewith;
(ii)        require or prevent the divestiture by Financial Objects or any of its subsidiaries or subsidiary undertakings or any associated
undertaking or any company of which 20 per cent. or more of the voting capital is held by the Financial Objects Group or any partnership,
joint venture, firm or company in which any member of the Financial Objects Group may be interested (the "wider Financial Objects Group") or
by Temenos or any of its subsidiaries or subsidiary undertakings or any associated undertaking or any company of which 20 per cent. or more
of the voting capital is held by the Temenos Group or any partnership, joint venture, firm or company in which any member of the Temenos
Group may be interested (the "wider Temenos Group") of all or a material portion of their respective businesses, assets or property or
impose any material limitation on the ability of any of them to conduct their respective businesses or own any of their material assets or
property;
(iii)       impose any limitation on or result in a material delay in the ability of any member of the wider Financial Objects Group or the
wider Temenos Group to acquire or to hold or to exercise effectively any rights of ownership of shares or loans or securities convertible
into shares in any member of the wider Financial Objects Group or of the wider Temenos Group held or owned by it or to exercise management
control over any member of the wider Financial Objects Group or of the wider Temenos Group to an extent which is material in the context of
the Financial Objects Group taken as a whole or, as the case may be, the Temenos Group taken as a whole;
(iv)       require any member of the wider Temenos Group or the wider Financial Objects Group to acquire or offer to acquire any shares or
other securities in any member of the wider Financial Objects Group where such acquisition would be material in the context of the Financial
Objects Group taken as a whole; or
(v)        otherwise materially and adversely affect the assets, business, profits or prospects of any member of the wider Temenos Group or
of any member of the wider Financial Objects Group to an extent which would be material in the context of the Financial Objects Group taken
as a whole;
and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;
(c)          all necessary notifications and filings having been made, all applicable waiting periods (including any extensions thereof)
under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case connection with
the Scheme and/or the acquisition of any Financial Objects Shares, or of control of Financial Objects, by Temenos, and all authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("Authorisations") necessary or
appropriate in any jurisdiction for, or in respect of, the Scheme and the proposed acquisition of any Financial Objects Shares, or of
control of Financial Objects, by Temenos and to carry on the business of any member of the wider Temenos Group or of the wider Financial
Objects Group having been obtained, in terms and in a form satisfactory to Temenos, from all appropriate Relevant Authorities and from any
persons or bodies with whom any member of the wider Temenos Group or the wider Financial Objects Group has entered into material contractual arrangements and all such Authorisations remaining in full
force and effect and Temenos having no knowledge of an intention or proposal to revoke, suspend or modify or not to renew any of the same
and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
(d)          except as publicly announced by Financial Objects prior to the date hereof (by the delivery of an announcement to a Regulatory
Information Service), or as Disclosed,there being no provision of any arrangement, agreement, licence, permit or other instrument to which
any member of the wider Financial Objects Group is a party or by or to which any such member or any of their assets is or may be bound,
entitled or be subject to and which, as a consequence of the Acquisition or the acquisition or proposed acquisition of any Financial Objects
Shares, or control of Financial Objects, by Temenos or otherwise, would or might reasonably be expected, to an extent which is material in
the context of the Financial Objects Group taken as a whole, result in:
(i)         any monies borrowed by, or other indebtedness actual or contingent of, any such member of the wider Financial Objects Group
being or becoming repayable or being capable of being declared immediately or prior to its or their stated maturity or the ability of any
such member to borrow monies or incur any indebtedness being inhibited or becoming capable of being withdrawn;
(ii)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business,
property or assets of any such member or any such security (whenever arising or having arisen) being enforced or becoming enforceable;
(iii)       any such arrangement, agreement, licence or instrument being terminated or adversely modified or any action being taken of an
adverse nature or any obligation or liability arising thereunder;
(iv)       any assets of any such member being disposed of or charged, or right arising under which any such asset could be required to be
disposed of or charged, other than in the ordinary course of business;
(v)        the interest or business of any such member of the wider Financial Objects Group in or with any firm or body or person, or any
agreements or arrangements relating to such interest or business, being terminated or adversely modified or affected;
(vi)       any such member ceasing to be able to carry on business under any name under which it presently does so;
(vii)      the creation of liabilities (actual or contingent) by any such member; or
(viii)     the financial or trading position of any such member being prejudiced or adversely affected,
and no event having occurred which, under any provision of any arrangement, agreement, licence or other instrument to which any member of
the wider Financial Objects Group is a party, or to which any such member or any of its assets may be bound, entitled or subject, could
result in any of the events or circumstances as are referred to in paragraphs (i) to (viii) of this condition (d);
(e)          except as publicly announced by Financial Objects prior to the date hereof (by the delivery of an announcement to a Regulatory
Information Service) or as Disclosed, no member of the wider Financial Objects Group having, since 31 December 2007:
(i)         issued, agreed to issue or proposed the issue of additional shares or securities of any class, or securities convertible into,
or exchangeable for or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save
as between Financial Objects and wholly*owned subsidiaries of Financial Objects and save for options and/or awards granted, and for any
Financial Objects Shares allotted upon exercise of options and/or awards granted under the Financial Objects Share Schemes before the date
hereof), or redeemed, purchased or reduced any part of its share capital;
(ii)        sold or transferred or agreed to sell or transfer any Treasury Shares;
(iii)       recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution
other than to Financial Objects or a wholly-owned subsidiary of Financial Objects;
(iv)       agreed, authorised, proposed or announced its intention to propose any merger or demerger or acquisition or disposal of assets or
shares which are material in the context of the Financial Objects Group taken as a whole (other than in the ordinary course of trading) or
to any material change in its share or loan capital;
(v)        issued, authorised or proposed the issue of any debentures or incurred any indebtedness or contingent liability which is material
in the context of the Financial Objects Group taken as a whole;
(vi)       acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset (other
than in the ordinary course of trading) in a manner which is material in the context of the Financial Objects Group taken as a whole;
(vii)      entered into or varied or announced its intention to enter into or vary any contract, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which is of a long*term or unusual nature or involves or could involve an obligation of a
nature or magnitude, and in either case which is material in the context of the Financial Objects Group taken as a whole;
(viii)     entered into or proposed or announced its intention to enter into any reconstruction, amalgamation, transaction or arrangement
(otherwise than in the ordinary course of business) which is material in the context of the Financial Objects Group taken as a whole;
(ix)       taken any action nor having had any steps taken or legal proceedings started or threatened against it for its winding*up or
dissolution or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver,
administrator, trustee or similar officer if it or any of its assets (or any analogous proceedings or appointment in any overseas
jurisdiction);
(x)        been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(xi)       entered into or varied or made any offer to enter into or vary the terms of any service agreement or arrangement with any of the
directors of Financial Objects;
(xii)      waived, compromised or settled any claim which is material in the context of the wider Financial Objects Group; or
(xiii)     entered into or made an offer (which remains open for acceptance) to enter into any agreement, arrangement or commitment or
passed any resolution with respect to any of the transactions or events referred to in this paragraph (i);
(f)          since 31 December 2007, except as publicly announced by Financial Objects prior to the date hereof (by the delivery of an
announcement to a Regulatory Information Service), or as Disclosed, or as disclosed in this announcement;
(i)         there having been no material adverse change in the business, assets, financial or trading position or profits or prospects of
any member of the wider Financial Objects Group which in any such case is material in the context of the Financial Objects Group taken as a
whole;
(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened
by or against or remaining outstanding against any member of the wider Financial Objects Group and no enquiry or investigation by or
complaint or reference to any Relevant Authority against or in respect of any member of the wider Financial Objects Group having been
threatened, announced or instituted or remaining outstanding which in any such case could have a material affect on that member of the
Financial Objects Group and to an extent which would be material in the context of the Financial Objects Group taken as a whole; and
(iii)       no contingent or other liability having arisen or been incurred which might reasonably be expected to adversely affect any
member of the Financial Objects Group in a manner which is material in the context of the wider Financial Objects Group;
(g)          Temenos not having discovered that, save as publicly announced by Financial Objects prior to the date hereof (by the delivery
of an announcement to a Regulatory Information Service) or as Disclosed:
(i)         the financial, business or other information concerning the wider Financial Objects Group which has been disclosed at any time
by or on behalf of any member of the wider Financial Objects Group whether publicly (by the delivery of an announcement to a Regulatory
Information Service) or to Temenos or its professional advisers, either contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not materially misleading with a consequence which is materially adverse in the
context of the wider Financial Objects Group taken as a whole; or
(ii)        any member of the wider Financial Objects Group is subject to any liability, contingent or otherwise, which is not disclosed in
the annual report and accounts of Financial Objects for the financial year ended 31 December 2007 and which is material in the context of
the Financial Objects Group taken as a whole;
(iii)       any past or present member of the wider Financial Objects Group has not complied with all applicable legislation or regulations
of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak
or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health which non-compliance
would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Financial Objects Group
to an extent which would be material in the context of the Financial Objects Group taken as a whole;
(iv)       there has been a disposal, spillage, emission, discharge or leak of waste or hazardous substance or any substance likely to
impair the environment or harm human health on, or from, any land or other asset now or previously owned, occupied or made use of by any
past or present member of the wider Financial Objects Group, or which any such member may now or previously have had an interest, would be
likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Financial Objects Group to an
extent which would be material in the context of the Financial Objects Group taken as a whole;
(v)        there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean
up any property now or previously owned, occupied or made use of by any past or present member of the wider Financial Objects Group or in
which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or
order of any Relevant Authority in any jurisdiction to an extent which would be material in the context of the Financial Objects Group taken
as a whole; or
(vi)       circumstances exist whereby a person or class of persons would be reasonably likely to have any claim or claims in respect of any
product or process of manufacture, or materials used therein, now or previously manufactured, sold or carried out by any past or present
member of the wider Financial Objects Group which claim or claims would be likely to affect adversely any member of the wider Financial
Objects Group to an extent which would be material in the context of the Financial Objects Group taken as a whole.
3.    Subject to the requirements of the Panel, Temenos reserves the right (but shall be under no obligation) to waive, in whole or in part,
all or any of the conditions contained in paragraph 2 of this Appendix I.
4.    Temenos reserves the right to elect to implement the Acquisition by way of a takeover offer. In such event, such offer will (unless
otherwise agreed between Financial Objects and Temenos and the Panel) be implemented on the same terms and conditions (subject to
appropriate amendments), so far as applicable, as those which would apply to the Scheme.
Part B * Certain Further Terms of the Acquisition
    
    The Financial Objects Shares will be acquired by Temenos free from all liens, charges, encumbrances, rights of pre-emption and any other
third party rights of any nature whatsoever and together with all rights attaching to them including the right to receive in full all
dividends and other distributions declared, paid or made on or after the date of this announcement.
    The Acquisition will be on the terms and will be subject to, inter alia, the Conditions set out in this announcement and such other
terms as may be set out in the Scheme Document or as may be required to comply with the provisions of the Code. This announcement and any
rights or liabilities arising under it, the Acquisition, the Scheme and any proxies will be governed by English law and be subject to the
jurisdiction of the English courts.
    The Acquisition will lapse and the Scheme will not proceed (unless the Panel otherwise consents) if the Acquisition is referred to the
Competition Commission before the Court Meeting.


 APPENDIX II
BASES AND SOURCES
 
1          The issued and to be issued ordinary share capital of Financial Objects consists of 44,445,856 shares and 4,035,941 options
outstanding of which 3,554,546 have an exercise price below the offer price.
2          The value of £27.2 million attributed to the issued and to be issued ordinary share capital of Financial Objects is based upon
the 44,445,856 Financial Objects Shares in issue and the 3,554,546 Financial Objects Shares which may be issued as a result of the exercise
of options granted under the Financial Objects Share Schemes and is stated net of cash proceeds from the exercise of options. For the
purposes of this announcement only, it is assumed that all options to subscribe for new Financial Objects Shares granted under the Financial
Objects Share Schemes will become fully vested and exercisable as a result of the Acquisition.
3          Unless otherwise stated, all prices for Financial Objects Shares have been obtained from Datastream and represent closing middle
market prices on the relevant date.
      APPENDIX III
    IRREVOCABLE UNDERTAKINGS

    Directors' Irrevocable Undertakings
    Temenos has received irrevocable undertakings from the directors of Financial Objects to vote their entire holdings amounting to an
aggregate of 7,235,944 Financial Objects Shares, representing approximately 16.3 per cent. of Financial Objects' existing issued share
capital, in favour of the Acquisition and the Scheme at the Meetings. The directors who have given irrevocable undertakings are as follows:
                        Number of Financial Objects  % of issued share capital
                                             Shares

 Paul Fullagar                            6,900,000                     15.5% 
 Karim Peermohamed                          152,000                      0.3% 
 Martin Hayman                               43,944                      0.1% 
 David Carruthers                           140,000                      0.3% 

 Total                                    7,235,944                     16.3% 
    Such directors have also undertaken that, if following this announcement, the Acquisition is implemented by means of a takeover offer
instead of by way of the Scheme, they will accept such offer in respect of their Financial Objects Shares. The undertakings shall lapse if,
inter alia, the Scheme Document is not despatched to Financial Objects Shareholders on or before 4 August 2008, or, if Temenos subsequently
elects to proceed by way of a takeover offer, the offer document is not despatched on or before the date which is 28 days after the date of
the press announcement announcing the change in structure of the Acquisition, or if the Scheme is not implemented by 31 October 2008.
    Institutional Investors' Irrevocable Undertakings
    Temenos has also received irrevocable undertakings over approximately 30.4 per cent. of Financial Objects' existing issued share capital
from BlackRock Investment Management (UK) Limited, Hargreave Hale Limited, Progressive Value Management Limited, Gartmore Investment Limited
and Slater Investments Limited and Marlborough Fund Managers Limited (acting jointly). The undertakings will lapse, inter alia, in the same
circumstances described above in relation to irrevocable undertakings from the directors of Financial Objects, or if a third party announces
a firm intention to make a competing offer for all ordinary shares of Financial Objects which is at least 10 per cent. higher than the price
of the Acquisition and Temenos does not make a revised offer which is at least equal to the competing offer within two days. The
undertakings relate to 3,509,567 Financial Objects Shares held or controlled by BlackRock Investment Management (UK) Limited; 950,000
Financial Objects Shares held or controlled by Hargreave Hale Limited; 1,707,239 Financial Objects Shares held or controlled by Progressive Value Management Limited; 2,513,266 Financial Objects
Shares held or controlled by Gartmore Investment Limited; and 4,825,000 Financial Objects Shares held or controlled by Slater Investments
Limited and Marlborough Fund Managers Limited jointly.
    Accordingly, Temenos has received irrevocable undertakings on the terms set out above in respect of an aggregate of 20,741,016 Financial
Objects Shares representing, in aggregate, approximately 46.7 per cent. of Financial Objects' existing issued ordinary share capital.
    APPENDIX IV
    DEFINITIONS
    The following definitions apply throughout this document unless the context requires otherwise:
 "Acquisition"                   the recommended acquisition of the entire issued and to be
                                 issued share capital of Financial Objects by Temenos to be
                                 implemented by way of the Scheme on the terms and subject to
                                 the conditions set out or referred to in this announcement
 "AIM"                           the Alternative Investment Market of the London Stock Exchange
 "AIM Rules"                     the AIM Rules for Companies published by the London Stock
                                 Exchange from time to time
 "Australia"                     the Commonwealth of Australia, its states, territories and
                                 possessions
 "Canada"                        Canada, its provinces and territories and all areas subject to
                                 its jurisdiction and any political sub-division thereof
 "Closing Price"                 the closing middle-market quotation of a Financial Objects
                                 Share at the close of business on a particular trading day as
                                 derived from the Daily Official List of the London Stock
                                 Exchange or the London Stock Exchange's website.
 "Code"                          the City Code on Takeovers and Mergers
 "the Companies Act 1985"        the Companies Act 1985
 "the Companies Act 2006"        the Companies Act 2006
 "Competing Proposal"            (a) an offer, scheme of arrangement, merger or business
                                 combination, or similar transaction which is announced or
                                 entered into by a third party which is not acting in concert
                                 (as defined in the City Code) with Temenos, including any
                                 revisions thereof, and the purpose of which is to enable that
                                 third party (or any other person) to acquire all, or a
                                 significant proportion, of the issued share capital of
                                 Financial Objects; or (b) any transaction that constitutes a
                                 substantial transaction for Financial Objects for the purposes
                                 of the AIM Rules
 "Conditions"                    the conditions to the implementation of the Acquisition as set
                                 out in Appendix I of this announcement
 "Court"                         The High Court of Justice in England and Wales
 "Court Meeting"                 the meeting of Financial Objects Shareholders convened by an
                                 order of the Court pursuant to Part 26 of the Companies Act
                                 2006 to consider and, if thought fit, approve the Scheme (with
                                 or without amendment), including any adjournment thereof
 "Court Order"                   the order or orders of the Court sanctioning the Scheme under
                                 Part 26 of the Companies Act 2006 and confirming the Reduction
 "Disclosed"                     fairly disclosed in writing by or on behalf of Financial
                                 Objects to Temenos or its advisers prior to the date of this
                                 announcement
 "Effective Date"                the date on which the Scheme becomes effective in accordance
                                 with its terms
 "Evolution Securities"          Evolution Securities Ltd of 100 Wood Street, London EC2V 7AN
 "Extraordinary General          the extraordinary general meeting of Financial Objects
 Meeting" or "EGM"               Shareholders to be convened in connection with the Scheme
 "Financial Objects"             Financial Objects PLC 
 "Financial Objects Board"       the board of directors of Financial Objects
 "Financial Objects Group"       Financial Objects and its subsidiaries and subsidiary
                                 undertakings
 "Financial Objects Share        the 1998 Financial Objects Share Option Scheme and the
 Schemes"                        Financial Objects 2006 Share Option Scheme
 "Financial Objects              holders of Financial Objects Shares
 Shareholders"
 "Financial Objects Shares"      the ordinary shares of 2p each in the capital of Financial
                                 Objects 
 "Hearing Date"                  the date of the Court hearing of the petition to sanction the
                                 Scheme and confirm the Reduction
 "Implementation Agreement"      the implementation agreement between Financial Objects and
                                 Temenos dated 3 July 2008
 "Independent Competing Offer"   is where a third party:
                                 (a)    announces a firm intention to make an offer for the
                                 entire issued and to be issued share capital of Financial
                                 Objects which subsequently becomes or is declared
                                 unconditional in all respects; or 
                                 (b)    agrees the terms of an acquisition of the whole of the
                                 issued share capital of Financial Objects to be effected by
                                 way of a scheme of arrangement which subsequently becomes
                                 effective
 "Lazard"                        Lazard & Co., Limited of 50 Stratton Street, London W1J 8LL
 "Listing Rules"                 the listing rules issued by the UK Listing Authority pursuant
                                 to Part VI of the Financial Services and Markets Act 2000
 "London Stock Exchange"         London Stock Exchange plc
 "Meetings"                      the Court Meeting and the Extraordinary General Meeting
 "Panel"                         the Panel on Takeovers and Mergers
 "Reduction"                     the proposed reduction of capital under section 137 of
                                 Companies Act 1985 associated with the Scheme
 "Reduction Court Hearing"       the hearing by the Court of the application to confirm the
                                 Reduction
 "Reduction Court Order"         the order of the Court, granted at the Reduction Court
                                 Hearing, confirming the Reduction
 "Regulatory Information         a Regulatory Information Service that is approved by the
 Service"                        Financial Services Authority and is on the list maintained by
                                 the Financial Services Authority in LR App 3 to the Listing
                                 Rules
 "Scheme"                        the scheme of arrangement proposed to be made under Part 26 of
                                 the Companies Act 2006 between Financial Objects and the
                                 holders of Scheme Shares
 "Scheme Court Hearing"          the hearing by the Court of the application to sanction the
                                 Scheme
 "Scheme Court Order"            the order of the Court, granted at the Scheme Court Hearing,
                                 sanctioning the Scheme under Part 26 of Companies Act 2006
 "Scheme Document" or "Scheme    the document to be addressed to, among others, Financial
 Documentation"                  Objects Shareholders, which contains, among other things, the
                                 terms and conditions of the Scheme and the notices convening
                                 the Court Meeting and the EGM
 "Scheme Shareholders"           holders of Scheme Shares
 "Scheme Shares"                 the Financial Objects Shares:
                                 (a)    in issue at the date of the Scheme Document;
                                 (b)    issued after the date of the Scheme Document and before
                                 the voting record time in respect of the Court Meeting (if
                                 any); and
                                 (c)    issued on or after the voting record time in respect of
                                 the Court Meeting and at or before the record time for the
                                 Reduction in respect of which the original or any subsequent
                                 holders thereof are bound by the Scheme or in respect of which
                                 the holder thereof shall have agreed in writing to be bound by
                                 the Scheme (if any),
                                 in each case other than any Financial Objects Shares held by
                                 Temenos
 "subsidiary" and "subsidiary    have the meanings given to them in the Companies Act 1985
 undertaking"
 "Temenos"                       Temenos Group AG
 "Temenos Group"                 Temenos, its subsidiaries and subsidiary undertakings
 "Treasury Shares"               shares held as treasury shares as defined in section 162A(3)
                                 of the Companies Act 1985
 "UK" or "United Kingdom"        the United Kingdom of Great Britain and Northern Ireland
 "UK Listing Authority"          the Financial Services Authority as the competent authority
                                 under Part VI of the Financial Services and Markets Act 2000
 "United States"                 the United States of America, its territories and possessions,
                                 any state of the United States of America, the District of
                                 Columbia, and all other areas subject to its jurisdiction
 "£"                             pounds sterling, the lawful currency for the time being of the
                                 UK and references to "pence" and "p" shall be construed
                                 accordingly




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