Temenos and Financial Objects plc announce agreement on terms
18 July 2008
On 3 July 2008, the boards of Temenos and Financial Objects plc ("Financial Objects") announced that they had 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 wholly-owned subsidiary of Temenos (the "Announcement").
Terms defined in the Announcement shall have the same meanings in this announcement.
Temenos discloses, in accordance with Rule 8.4 of the City Code on Takeovers and Mergers, that 75,000 Financial Objects Shares were transferred yesterday to Peter Youngs, the Finance Director of Financial Objects, from his wife and that such Financial Objects Shares are subject to an irrevocable undertaking from Peter Youngs to vote in favour of the resolutions to approve the Scheme at the Court Meeting and the Extraordinary General Meeting in respect of his entire holding of Financial Objects Shares.
Peter Youngs has also undertaken that if, following the Announcement, the Acquisition is implemented by means of a takeover offer instead of by way of the Scheme, he will accept such offer in respect of his Financial Objects Shares. The undertaking will 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.
Accordingly, the directors who have given irrevocable undertakings are as follows:
|
|
Number of Financial Objects Shares |
% of Issued Share Capital |
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% |
Peter Youngs |
75,000 |
0.2% |
Total |
7,310,944 |
16.4% |
In aggregate, Temenos has therefore received irrevocable undertakings (including undertakings from institutional investors) to vote in favour of the resolutions to approve the Scheme at the Court Meeting and the Extraordinary General Meeting, in respect of 20,816,016 Financial Objects Shares, representing approximately 46.8% per cent. of Financial Objects' existing issued share capital.
-ENDS-
For more information, contact:
Max Chuard
Temenos Director
Corporate Finance & IR
Member of the Executive Board
Tel: +41 (0) 22 708 1157
Email: mchuard@temenos.com
Ben Robinson
Temenos Investor Relations
Tel: +44 (0) 207 290 3012
Email: brobinson@temenos.com