26th Feb 2018 15:30
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
We refer to the announcement made by Fidessa group plc on 20 February 2018 regarding a possible cash offer for Fidessa by Temenos Group AG (the "Announcement") and the announcement made by Temenos on 21 February 2018 regarding a recommended cash offer for Fidessa. This announcement is Fidessa's opening position disclosure in relation to Fidessa which is required to be published within 10 business days of the Announcement under the Code.
1. KEY INFORMATION
(a) Full name of discloser: | Fidessa GROUP PLC |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: | FIDESSA GROUP PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: | 23 February 2018 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? | N/A |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| 10p ordinary shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives:
| Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
TOTAL: | Nil | - | Nil | - |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1. INTERESTS HELD BY DIRECTORS OF FIDESSA GROUP PLC AND THEIR CLOSE RELATIVES AND RELATED TRUSTS (EXCLUDING OPTIONS AND AWARDS SET OUT BELOW):
Notes (1) Based on 38,724,256 shares in issue as at 19 February 2018. (2) Includes 3,736 shares held in the Fidessa SIP and 31,791 shares held by Lawshare Nominees Ltd. (3) Includes 45,835 shares held by Jean Aspinwall, 3,736 shares held in the Fidessa SIP and 5,000 shares held by Barclays Direct Investing Nominees Ltd. (4) Includes 231 shares held in the Fidessa SIP and 1,500 shares held by Interactive Investor Services Nominees Ltd. (5) Shares held by ROY Nominees Ltd (including 250 shares held on behalf of Jane Archer). (6) Shares held by Investor Services Nominees Ltd on behalf of Shelagh Anne Worby. (7) Shares held by Vidacos Nominees Ltd on behalf of Ron Mackintosh and Linda Mackintosh jointly.
2. OPTIONS AND AWARDS HELD BY DIRECTORS OF FIDESSA GROUP PLC IN FIDESSA GROUP PLC SHARES:
(i) Options and awards held by Christopher Aspinwall
Performance Share Plan (PSP)
(ii) Options and awards held by Andrew Skelton
Performance Share Plan (PSP)
Deferred Annual Bonus Plan (DABP)
Notes (1) DABP 2015 notional dividends. (2) DABP 2016 notional dividends. (3) DABP 2017 notional dividends.
3. INTERESTS AND SHORT POSITIONS OF FIDESSA GROUP PLC CONNECTED ADVISERS IN ORDINARY SHARES OF FIDESSA GROUP PLC:
N.M. ROTHSCHILD & SONS LIMITED
JEFFERIES INTERNATIONAL LIMITED
NUMIS SECURITIES LIMITED
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 26 February 2018 |
| Contact name: | Anil Shah |
| Telephone number: | +44 207 105 1602 |
Related Shares:
Fidessa Group