NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE
RELEASE
FD Technologies
plc
("FD Technologies" or the
"Company")
![A black background with a black square Description automatically generated with medium confidence](https://dw6uz0omxro53.cloudfront.net/3289551/fa64746a-a47c-4daf-9b28-c521761ed7b1.png)
24
January 2025
TENDER OFFER RESULTS and
TOTAL VOTING RIGHTS
Following the close of the Tender
Offer at 1:00 pm (UK time) on
22 January 2025, the Company is pleased to
announce the results of the Tender Offer, details of which were set
out in the Circular published by the Company on 19 December
2024.
Tender Offer
The maximum aggregate number of
Ordinary Shares that could be purchased pursuant to the Tender
Offer was 6,153,846 Ordinary Shares, representing approximately
21.8 per cent. of the Company's issued share capital as at the
Tender Offer Record Date, at a Tender Price of £19.50 per Ordinary
Share.
Under the Tender Offer, valid
applications to tender shares were received in respect of 9,198,383
Ordinary Shares, equal to approximately 32.6 per cent. of the total
number of Ordinary Shares in issue as at the Latest Practicable
Date. Accordingly, all valid tenders of Shareholders' Basic
Entitlements have been accepted and will be purchased in full.
Additionally, in accordance with the terms and conditions of the
Tender Offer as set out in the Circular, all Excess Tenders have
been scaled back pro rata to the total number of such Ordinary
Shares tendered in excess of the Basic Entitlement and the
aggregate of such Excess Tenders. As such, a total of 6,153,846
Ordinary Shares will be purchased under the Tender Offer and
subsequently cancelled on 29 January 2025.
The total value to be returned to
Shareholders pursuant to the Tender Offer will therefore be
approximately £ 120 million. Payment of the consideration due
to Shareholders whose tender applications under the Tender Offer
have been accepted will be despatched (by cheque or by a CREST
payment, as appropriate) on or before 29 January 2025. As there is
no surplus to be returned to Shareholders following the closing of
the Tender Offer the Company will not be declaring a Special
Dividend.
Related Party Transaction
Mrs Juliana Conlon has participated
in the Tender Offer in respect of 1,561,162 Ordinary Shares,
representing approximately 41.05 per cent. of her shareholding as
at the Tender Offer Record Date.
Mrs Conlon is a substantial
shareholder of the Company as defined in the AIM Rules for
Companies. The participation in the Tender Offer by Mrs Conlon is
deemed to constitute a related party transaction under AIM Rule
13.
The board of directors of the
Company, having consulted with the Company's Nominated Adviser,
Investec Bank plc, confirms that it considers that the terms of the
Mrs Conlon's participation in the Tender Offer are fair and
reasonable insofar as Shareholders are concerned.
Total Voting Rights
Following the implementation of the
Tender Offer and the cancellation of the 6,153,846 successfully
tendered Ordinary Shares due to take place on 29 January 2025, the
total number of voting shares in FD Technologies in issue will
be 22,084,855.
This figure may be used by
Shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Capitalised terms used in this announcement (unless otherwise
defined) have the meanings set out in the announcement of the
Company dated 19 December 2024 in respect of the Tender
Offer.
For
further information, please contact:
FD
Technologies plc
Seamus Keating, Chief Executive
Officer
Ryan Preston, Chief Financial
Officer
Derek Brown, Head of Investor
Relations
|
+44(0)28
3025 2242
www.fdtechnologies.com
|
Investec Bank plc (Joint Financial Adviser, Nominated Adviser
and Joint Corporate Broker)
Carlton Nelson
Virginia Bull
Shalin Bhamra
|
+44 (0)20
7597 5970
|
J.P. Morgan Cazenove (Joint Financial Adviser, Joint Corporate
Broker)
James A. Kelly
Mose Adigun
Will Vanderspar
|
+44 (0)20
3493 8000
|
FTI
Consulting
Matt Dixon
Dwight Burden
Victoria Caton
|
+44 (0)20
3727 1000
|
For further information, please
visit www.fdtechnologies.com
IMPORTANT
NOTICE
The offer period for the Tender
Offer has now expired. No further tenders of any Ordinary Shares
may be made pursuant to the Tender Offer.
This announcement must be read in
conjunction with the Circular.
This announcement and the Circular
contain important information which should be read carefully. If
any Shareholder is in any doubt as to the contents of this
announcement and/or the Circular or the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. The Nominated Adviser and the
Joint Financial Advisers and Corporate Brokers do not accept any
responsibility for the accuracy or completeness of the information
contained in this announcement or the Circular including (without
limitation) information concerning the Company or its subsidiaries
and affiliates or for any failure by the Company to disclose events
that may have occurred and may affect the significance or accuracy
of such information.