Possible offer for Fidessa by Temenos

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT MADE UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER WHETHER UNDER RULE 2.7 OF THE CODE OR OTHERWISE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 February 2018

Possible offer for Fidessa Group plc ("Fidessa") by Temenos Group AG ("Temenos")

Further to the movement in Fidessa's share price yesterday, the Boards of Fidessa and Temenos confirm that they are in advanced discussions regarding a possible all cash offer by Temenos for the entire issued and to be issued share capital of Fidessa (the "Possible Offer").

Under the proposed terms of the Possible Offer, Fidessa shareholders would receive £35.67 in cash for each Fidessa share together with the right to receive the final and special dividends announced on 19 February 2018 with Fidessa's full-year results, which, in aggregate, are worth £0.797 per Fidessa share. The total value of the Possible Offer is therefore £36.467 per Fidessa share.

Should a firm offer be made pursuant to Rule 2.7 of the Code by Temenos at the level of the Possible Offer, the Board of Fidessa intends to recommend its acceptance to Fidessa shareholders.

This announcement has been made with the consent of Temenos. Temenos reserves the right to vary the form and/or mix of the consideration described in this announcement; and to make an offer for Fidessa on less favourable terms: (i) with the recommendation or consent of the board of Fidessa; (ii) if Fidessa announces, declares or pays any dividend or distribution to shareholders other than the final and special dividends Fidessa has announced in respect of the year ended 31 December 2017 of, in aggregate, £0.797 per share, in which case Temenos reserves the right to make an equivalent reduction to the proposed offer price; (iii) if a third party announces a firm intention to make an offer for Fidessa on less favourable terms than the Possible Offer, or (iv) following the announcement by Fidessa of a "whitewash" transaction pursuant to the Code.

There can be no certainty that any offer will be made.

In accordance with Rule 2.6(a) of the Code, Temenos is required, by not later than 5.00 pm on 20 March 2018, to announce a firm intention to make an offer for Fidessa in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

A further announcement will be made when appropriate.

Enquiries:

Fidessa Group plc +44 (0) 20 7105 1000

Chris Aspinwall

Andy Skelton

Rothschild (Lead Financial adviser to Fidessa) +44 (0)20 7280 5000

John Deans

Warner Mandel

Anton BlackPietro Franchi

Jefferies (Joint corporate broker and financial adviser to Fidessa) +44 (0) 20 7029 8000

Nick Adams

Nandan Shinkre

Numis (Joint corporate broker to Fidessa) +44 (0) 20 7260 1000

James Black

FTI Consulting (PR adviser to Fidessa) +44 (0) 20 3727 1000

Ed Bridges

Temenos Group AG +41 22 708 11 50

Max Chuard

Adam Snyder

Credit Suisse (Financial adviser to Temenos) +44 (0) 207 888 8888

Cathal Deasy

Philippe Cerf

Martin Blanquart

Ben Deary

Important notices

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Fidessa's and Temenos's websites: www.temenos.com and www.fidessa.com. The contents of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Other information

Temenos Group AG (SIX: TEMN), headquartered in Geneva, is a market leading software provider, partnering with banks and other financial institutions to transform their businesses and stay ahead of a changing marketplace.

Credit Suisse International ("Credit Suisse") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Credit Suisse is acting exclusively for Temenos and for no one else in connection with the possible offer, the content of this announcement and other matters described in this announcement. Credit Suisse will not regard any other person as its client in relation to the possible offer, the content of this announcement and other matters described in this announcement and will not be responsible to anyone other than Temenos for providing the protections afforded to its clients, nor for providing advice to any other person in relation to the possible offer, the content of this announcement or any other matters described in this announcement.

Save for the responsibilities and liabilities, if any, of Credit Suisse under FSMA or the regulatory regime established thereunder, Credit Suisse does not assume any responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Temenos, or on Temenos's behalf, or by Credit Suisse, or on its behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Temenos or the possible offer. Credit Suisse disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Fidessa and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Fidessa for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Jefferies International Limited ("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 their client, nor 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 Securities Ltd (Numis), which is authorised and regulated in the United Kingdom by the FCA, is acting solely for Fidessa as broker and for no one else in relation to the Possible Offer, the content of this announcement and other matters described in this announcement, and will not be responsible to anyone other than Fidessa for providing the protections afforded to the clients of Numis or for providing advice to any other person in relation to the Possible Offer, the content of this announcement or any other matters described in this announcement.

The information contained within this announcement is considered by Fidessa to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

The person responsible for arranging for the release of this announcement on behalf of Fidessa is Anil Shah, Company Secretary.