Financial Objects Announcements

RNS Number : 7220C Financial Objects PLC 04 September 2008  
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Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction (including the United States, Canada, Australia and Japan) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
 
 
For Immediate Release                                             4 September 2008

Financial Objects plc ("Financial Objects" or "the Company")

Court Approval of Scheme

Further to the announcement on 11 August 2008 in relation to the results of the Court Meeting and General Meeting, Financial Objects is pleased to announce that the Court has now made the Scheme Court Order in connection with the recommended acquisition by Temenos UK Limited of the Company.

The Scheme remains conditional upon the Court making the Reduction Court Order at the Reduction Court Hearing which is scheduled for 9 September 2008. In addition, the Scheme remains conditional on the Reduction Court Order being delivered and registered with the Registrar of Companies for England and Wales which is expected to occur on 10 September 2008.

The last day for dealings in and for registration of transfers of Financial Objects Shares will be 8 September 2008. The Financial Objects Shares will be suspended from trading on AIM with effect from 7:00 a.m. on 9 September 2008 and, subject to the Reduction Court Hearing sanctioning the Reduction of Capital on 9 September 2008 and this being duly registered on 10 September 2008, trading in Financial Objects Shares on AIM will be cancelled with effect from 7.00 a.m. on 11 September 2008.

Terms defined in the Scheme Document dated 19 July 2008 have the same meanings in this announcement.
Further the Company announces that, pursuant to the 2006 Option Scheme the following Directors of the Company exercised options today over Financial Objects plc ordinary shares of 2p each as detailed below:
Director   
No. of Shares
Exercise Price
Total holding

No. of Shares
Percentage of issued share capital

David Carruthers
96,154
£0.440
236,154
0.5%
Karim Peermohamed
109,890
£0.455
347,055
0.8%
85,165
£0.440
Peter Youngs
96,703
£0.455
263,462
0.6%
91,759
£0.440

In addition, the Company announces that as set out in the Scheme Temenos UK Limited has today subscribed for one Deferred Share of 2p in the capital of Financial Objects. The Takeover Panel has confirmed on an ex parte basis that this dealing has no Code consequences.

In accordance with Rule 2.10 of the Code, Financial Objects confirms that there are 45,105,682 ordinary shares in issue, the ISIN number for which is GB0004516976, and one Deferred Share in issue.

ENQUIRIES:
Financial Objects                               Tel: +44 (0)20 7836 3010
Peter Youngs
Evolution Securities                           Tel: +44 (0)20 7071 4300
(financial adviser to Financial Objects)
Stuart Andrews
Financial Dynamics                            Tel: +44 (0)20 7831 3113
(PR adviser to Financial Objects)
James Melville Ross

Temenos                                             Tel: +44 (0)20 7290 3000
Max Chuard
Ben Robinson
Lazard    Tel: +44 (0)20 7187 2000 
(financial adviser to Temenos Group AG and Temenos UK Limited)
Nicholas Jones
Cyrus Kapadia
Hudson Sandler                                 Tel: +44 (0)20 7796 4133
(PR adviser to Temenos) 
James White
Andrew Hayes

Evolution, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively 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 Limited nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein.

Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Temenos Group AG and Temenos UK Limited and no one else in connection with the Acquisition and will not be responsible to anyone other than Temenos Group AG and Temenos UK Limited for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein.

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Financial Objects all "dealings" in any "relevant securities" of Financial Objects (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 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Scheme lapses, is withdrawn, or upon the "offer period" otherwise ending. 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 purposes of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Financial Objects, by Temenos or Financial Objects, or any of their respective "associates", must also be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies whose "dealings" in "relevant securities" should be disclosed, and the number of 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 City 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.

If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under FSMA 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0) 20 7236 7013.

The Financial Objects Directors accept responsibility for the information contained in this announcement relating to Financial Objects and the Financial Objects Directors. To the best of the knowledge and belief of the Financial Objects Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
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