Pattington Limited Recommended Cash Offer for FFastFill Plc (9741X)

TIDMFFA

RNS Number : 9741X

Pattington Limited

15 February 2013

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 of such jurisdiction

15 February 2013

RECOMMENDED CASH OFFER FOR

FFASTFILL PLC

PATTINGTON LIMITED

The boards of Pattington Limited, a member of the ION Group, ("Pattington") and FFastFill Plc ("FFastFill") are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Pattington for the entire issued and to be issued share capital of FFastFill which is not already owned by Pattington.

Summary and highlights

-- The Offer will be unanimously recommended to FFastFill Shareholders by the FFastFill Directors.

-- The Offer will be made at a price of 20 pence in cash for each FFastFill Share and represents a premium of approximately 32.2 per cent. to the Closing Price of 15.1 pence per FFastFill Share on 14 February 2013, being the last Business Day prior to the date of this Announcement.

-- The Offer values the entire issued ordinary share capital of FFastFill (fully diluted for the exercise of all options considered to be 'in-the-money' at the Offer Price under the FFastFill Share Option Schemes) at approximately GBP106.1 million.

-- Pattington holds 123,646,807 FFastFill Shares representing 25.1 per cent. of the entire issued ordinary share capital of FFastFill at the date of this Announcement.

-- Pattington has received irrevocable undertakings from certain FFastFill Shareholders to accept the Offer in respect of, in aggregate, 138,041,230 FFastFill Shares, representing approximately 28.0 per cent. of the entire issued share capital of FFastFill. Pattington therefore holds or has received irrevocable undertakings in respect of, in aggregate, 53.0 per cent. of the entire issued share capital of FFastFill. Details of the terms of the irrevocable undertakings are set out in paragraph 7 of the Announcement.

-- The FFastFill Directors, who have been so advised by Canaccord Genuity, consider the terms of the Offer to be fair and reasonable. In providing advice to the FFastFill Directors, Canaccord Genuity has taken into account the commercial assessments of the FFastFill Directors.

-- Accordingly, the FFastFill Directors intend to unanimously recommend that FFastFill Shareholders accept the Offer, as they themselves have irrevocably undertaken to do (or procure to be done) in respect of the entire beneficial holdings of themselves and their immediate family members comprising, in aggregate, 18,917,576 FFastFill Shares (representing, in aggregate, approximately 3.8 per cent. of the FFastFill Shares currently in issue). These irrevocable undertakings will remain binding in the event of a competing offer being made for FFastFill and will cease to be binding only if the Offer lapses or is withdrawn.

-- Pattington is a member of the ION Group, a leading provider of software solutions for financial institutions, corporate clients and central banks.

-- FFastFill is a leading provider of Software as a Service ("SaaS") to the global derivatives community.

-- The Offer Document and Form of Acceptance will be posted to FFastFill Shareholders (and, for information only, to FFastFill Option Holders) as soon as practicable and in any event by no later than 15 March 2013.

Investec is acting as sole financial adviser to Pattington. Canaccord Genuity is acting as sole financial adviser to FFastFill.

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement and the appendices to it. The Offer will be made subject to the conditions and certain further terms which are set out in Appendix I to this Announcement and the full conditions and further terms to be set out in the Offer Document and (in respect of FFastFill Shares held in certificated form) in the Form of Acceptance. Certain capitalised terms used in this Announcement are defined in Appendix III.

Enquiries:

Pattington +44 (0) 20 7398 0200

Yohannah Walford, Corporate M&A

Investec (Financial Adviser to Pattington) +44 (0) 20 7597 5000

David Currie / Andrew Pinder

Dominic Emery

FFastFill +44 (0) 203 002 1900

Thomas Keith Todd, Executive Chairman

Hamish Purdey, Chief Executive Officer

Mark Carlisle, Chief Financial Officer

   Canaccord Genuity Limited (Financial Adviser to FFastFill)                     +44 (0) 207 523 8000

Simon Bridges

Cameron Duncan

FTI Consulting +44 (0) 207 831 3113

Matt Dixon

finnCap +44 (0) 207 220 0500

Marc Young

A copy of the Announcement and the irrevocable undertakings will be published on Pattington's website at www.pattingtonlimited.com and FFastFill's website at www.ffastfill.com by no later than 12.00 pm on 18 February 2013.

Further information

Appendix I of the Announcement sets out the conditions and certain further terms of the Offer.

Appendix II of the Announcement contains the sources and bases of certain information used in this summary and the following Announcement.

Appendix III of the Announcement contains definitions of certain terms used in this summary and the following Announcement.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of FFastFill or the FFastFill Group or Pattington or the Pattington Group except where otherwise stated.

IMPORTANT NOTICE

Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser for Pattington and no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to any person other than Pattington for providing the protections afforded to clients of Investec nor for giving advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser for FFastFill and no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to any person other than FFastFill for providing the protections afforded to clients of Canaccord Genuity nor for giving advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

The Pattington Directors accept responsibility for the information contained in this Announcement other than: (i) the information relating to the FFastFill Group and to the FFastFill Directors, their immediate families, related trusts and connected persons and (ii) the recommendations and opinions of the FFastFill Directors relating to the Offer. To the best of the knowledge and belief of the Pattington Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The FFastFill Directors accept responsibility for the information contained in this Announcement relating to: (i) the FFastFill Group and the FFastFill Directors, their immediate families, related trusts and connected persons; and (ii) the recommendations and opinions of the FFastFill Directors relating to the Offer. To the best of the knowledge and belief of the FFastFill Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer (including details on how to accept the Offer). Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. FFastFill Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. This Announcement does not constitute a prospectus or prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not the same as would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Unless otherwise determined by Pattington or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Pattington or required by the Code and permitted by applicable law and regulation, copies of this Announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain professional advice and observe any applicable requirements.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this document since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Pattington or the Pattington Group or FFastFill or the FFastFill Group except where otherwise stated.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 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 paper 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 Panel's Market Surveillance Unit on +44 (0) 207 638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

MARKET PURCHASES

In accordance with normal UK market practice, Pattington or members of the Pattington Group or their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, FFastFill Shares outside the United States, other than pursuant to the Offer, during the Offer Period. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of FFastFill or Pattington or the FFastFill Group or the Pattington Group and certain plans and objectives of the boards of directors of FFastFill and Pattington. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of FFastFill and Pattington in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of FFastFill or Pattington. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to FFastFill or Pattington or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. FFastFill and Pattington assume no obligation to update or correct the information contained in this Announcement except as required by applicable law or regulation.

OVERSEAS FFASTFILL SHAREHOLDERS

Unless otherwise determined by Pattington or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to FFastFill Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Notice to US investors

The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this Announcement. It may be difficult for US holders of FFastFill securities to enforce their rights under and any claim arising out of the US federal securities laws, since Pattington and FFastFill are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Pattington or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, FFastFill Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code, the AIM Rules, and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the Exchange Act, Investec and its affiliates will continue to act as exempt principal traders in FFastFill Shares and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about any such purchases will be disclosed on a next day basis to the Panel and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

PUBLICATION ON WEBSITE

A copy of this Announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Pattington's website at www.pattingtonlimited.com and FFastFill's website at www.ffastfill.com by no later than 12.00 pm on 18 February 2013. For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this Announcement.

You may request a hard copy of this Announcement (and any information incorporated by reference in this announcement) by contacting FFastFill during business hours on +44 (0) 203 002 1900 or by submitting a request in writing to FFastFill at Summit House, 70 Wilson Street, London EC2A 2DB. It is important that you note that unless you make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

FURTHER INFORMATION

Please be aware that addresses, electronic addresses and certain other information provided by FFastFill Shareholders, persons with information rights and other relevant persons for the receipt of communications from FFastFill may be provided to Pattington during the Offer Period as required under Section 4 of Appendix IV of the Code.

In accordance with Rule 2.10 of the Code, FFastFill confirms that it has 493,543,682 ordinary shares of GBP0.01 each in issue and admitted to trading on the AIM Market of the London Stock Exchange. The ISIN reference for these securities is GB0002130689.

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

15 February 2013

RECOMMENDED CASH OFFER FOR

FFASTFILL PLC

PATTINGTON LIMITED

   1.         Introduction

The boards of Pattington Limited, a member of the ION Group, ("Pattington") and FFastFill Plc ("FFastFill")are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Pattington for the entire issued and to be issued share capital of FFastFill which is not already owned by Pattington.

   2.         The Offer

The Offer, which will be subject to the terms and conditions which are set out below and in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document when issued and, in respect of FFastFill Shares held in certificated form, in the Form of Acceptance, will be made by Pattington on the following basis:

for each FFastFill Share 20 pence in cash

The consideration of 20 pence in cash for each such FFastFill Share represents:

- a premium of approximately 32.2 per cent. over the Closing Price of 15.1 pence per FFastFill Share on 14 February 2013, being the last Business Day prior to the commencement of the Offer Period;

- a premium of approximately 38.7 per cent. over the average Closing Price of approximately 14.4

pence per FFastFill Share for the one month prior to the date of this Announcement; and

- a premium of approximately 46.2 per cent. over the average Closing Price of approximately 13.7 pence per FFastFill Share for the six months prior to the date of this Announcement.

Full details of the conditions and certain further terms to which the Offer is subject are set out in Appendix I of this Announcement.

The Offer values the entire issued ordinary share capital of FFastFill (fully diluted for the exercise of all options considered to be in-the-money at the Offer Price under the FFastFill Share Option Schemes) at approximately GBP106.1 million.

Pursuant to the Offer, the FFastFill Shares will be acquired with full title guarantee fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching to such FFastFill Shares, including without limitation, voting rights and the right to receive in full all dividends and other distributions (if any) announced, declared, made or paid or any return of capital made on or after the date of this Announcement.

   3.         Recommendation

The FFastFill Directors, who have been so advised by Canaccord Genuity, consider the terms of the Offer to be fair and reasonable. In providing advice to the FFastFill Directors, Canaccord Genuity has taken into account the commercial assessments of the FFastFill Directors.

Accordingly, the FFastFill Directors intend to unanimously recommend that FFastFill Shareholders accept the Offer, as they themselves have irrevocably undertaken to do (or procure to be done) in respect of the entire beneficial holdings of themselves and their immediate family members comprising, in aggregate, 18,917,576 FFastFill Shares, representing 3.8 per cent. of FFastFill's entire existing issued share capital. These irrevocable undertakings will remain binding in the event of a competing offer being made for FFastFill and will cease to be binding only if the Offer lapses or is withdrawn.

   4.         Background to the Offer

The Pattington Directors believe that the acquisition of FFastFill represents an attractive opportunity due to its brand, position in the market, excellent product offering and existing customer relationships.

In 2012 Pattington acquired all the shares not already owned by Pattington in Patsystems Limited (formerly Patsystems plc). Patsystems and FFastFill will operate on a standalone basis following the acquisition, although the Pattington Directors believe that there are also a number of strategic opportunities that could arise in the future which could extend the current scale and reach of FFastFill and Patsystems and their ability to deliver greater product innovation and service offerings.

   5.         Background to and reasons for recommending the Offer

The FFastFill Directors have assessed the benefits of maintaining an independent AIM listing, and the potential future growth in equity value for investors, against the certainty for FFastFill Shareholders of realising value at an immediate and significant cash premium to the recent share price that is not currently available in the market.

The FFastFill Board has concluded that FFastFillShareholders' best interests are served by the Offer being made to them. The FFastFill Board also believes that the advantages that can be achieved through being part of a larger organisation will provide further benefits to employees and customers of FFastFill. Finally, the FFastFill Board believes the Offer Price represents an attractive premium to the current price and therefore intends to unanimously recommend the Offer to FFastFill Shareholders.

   6.         Directors, management and employees

Pattington attaches importance to the skills, experience and industry knowledge of the existing management and employees of FFastFill. Pattington has not undertaken detailed due diligence on FFastFill prior to the date of this Announcement and cannot be certain as to what, if any, repercussions there will be on employment, the locations of FFastFill's or the Pattington Group's places of business or any redeployment of their fixed assets. Pattington intends, conditional upon the Offer becoming wholly unconditional, to carry out a strategic review of FFastFill's business and operations. Pattington's strategic review may result in the combination of elements of the respective businesses in order to capitalise on the benefits of co-ordination as soon as possible after completion of the acquisition and currently expects that the review will be completed within six months. The Pattington Board cannot exclude the possibility that changes will take place during the period of the strategic review. The Pattington Board confirms that, upon the Offer becoming or being declared unconditional in all respects, the existing employment rights of all FFastFill Group employees will continue to be fully safeguarded and their accrued rights to pension benefits protected. It is the intention of the Pattington Group to build a larger business in the financial services software and solutions marketplace.

   7.         Irrevocable undertakings

Pattington has received irrevocable undertakings to accept the Offer in respect of a total of 138,041,230 FFastFill Shares currently in issue, representing, in aggregate, approximately 28.0 per cent. of the existing issued ordinary share capital of FFastFill.

Further details of these undertakings are set out in paragraphs (A) and (B) below.

                (A)       Directors' Irrevocable Undertakings

Each of the FFastFill Directors has irrevocably undertaken to accept the Offer in respect of their entire existing beneficial holdings of themselves and their immediate family members (excluding options and share plan awards), as set out below, being 18,917,576 FFastFill Shares representing, in aggregate, approximately 3.8 per cent. of the existing issued ordinary share capital of FFastFill. The terms of these irrevocable undertakings will continue to be binding in the event that a higher competing offer is made for FFastFill.

 
                                               Percentage           Number of 
                                                       of      options/awards 
                                  Number         existing       granted under 
                                      of           issued       the FFastFill 
                               FFastFill         ordinary        Share Option 
                                  Shares    share capital             Schemes 
 Thomas Keith Todd            10,914,112                 2.21       4,094,261 
  Hamish Purdey                        -                    -      10,469,261 
  Mark Carlisle                        -                    -       1,594,261 
 David Hurst-Brown               775,000                 0.16         250,000 
 James Oliff                   2,062,268                 0.42               - 
 Nigel McCorkell                 152,420                 0.03         250,000 
  Nigel Hartnell               5,013,776                 1.02               - 
 
 
                (B)       Other Undertakings

Undertakings have been received from certain other FFastFill Shareholders to accept the Offer in respect of their beneficial holdings, as set out below, being 119,123,654 FFastFill Shares representing, in aggregate, approximately 24.1 per cent. of the existing issued ordinary share capital of FFastFill. The terms of the irrevocable undertakings for each of the FFastFill Shareholders listed below will cease to be binding in the event of a competing offer for FFastFill, the price or value of which exceeds the value of the Offer by 10 per cent or more per FFastFill Share.

 
                                                        Percentage 
                                                         of 
                                                         existing 
                                          Number of      issued 
                                           FFastFill     ordinary 
                                           Shares        share capital 
 
 Artemis VCT plc                          12,000,000    2.43 
 Hargreave Hale                           7,130,000     1.44 
  Herald Investment Management Limited     41,898,653    8.49 
  ISIS Equity Partners                     29,280,104    5.93 
  Kestrel Investment Partners              28,814,897    5.84 
 
   8.         Information on FFastFill

FFastFill is a leading provider of Software as a Service to the global derivatives community using the latest developments in technology to automate trade flow processes across a firm's front, middle and back offices. FFastFill's solutions encompass electronic order routing, clearing, risk management and back office as part of an integrated, yet modular system architecture. Headquartered in London with offices in Chicago, Prague and Sydney the full time staff support over 80 financial institutions worldwide using the suite of FFastFill applications.

For the financial year ended 31 March 2012, FFastFill reported total revenues of GBP17.2 million (FY11: GBP15.5 million), adjusted operating profit of GBP1.9 million (FY11: GBP2.2 million) and net assets of GBP23.0 million (GBP14.8 million at 31 March 2011).

   9.         Current trading and prospects of FFastFill

FFastFill reported in its interim results that revenues for the six months ended 30 September 2012 increased by 51% to GBP10.9m (H112: GBP7.3m). Excluding revenue from the WTD Consulting, Inc business, organic revenue growth was 14% and SaaS revenue grew organically by 21% to GBP7.4m (H112: GBP6.1m). The twelve month order book stood at GBP22.1m (FY12: GBP20.7m), of which GBP15.5m (FY12 GBP13.9m) is derived from SaaS and the Group was debt free and had net cash of GBP2.0m.

The FFastFill Directors retain a firm belief in the strength of FFastFill's competitive position, supported by the quality of its product offering and the global nature of its reach. These factors, coupled with the strength of its order book and pipeline, underpin the FFastFill Directors' confidence that FFastFill will continue to perform in line with their expectations.

   10.       Information on Pattington

Pattington is a private company limited by shares incorporated and registered in the Republic of Ireland with registration number 506962. Pattington holds 123,646,807 FFastFill Shares which equates to 25.1% of the entire issued ordinary share capital of FFastFill.

Pattington is a member of the ION Group, a leading provider of software solutions for financial institutions, corporate clients and central banks. In 2012 Pattington acquired all the shares in Patsystems plc (now Patsystems Limited), a provider of electronic trading systems, post-trade risk management software and exchange matching capability to banks, futures clearing merchants, brokers and exchanges.

   11.       Financing arrangements for the Offer

Pattington will fund the cash consideration payable under the terms of the Offer from its existing cash resources.

Full implementation of the Offer would result in consideration of approximately GBP81.4 million being payable to the FFastFill Shareholders (excluding Pattington) and the participants in the FFastFill Share Option Schemes.

   12.       Cash confirmation

Investec, financial adviser to Pattington, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable by Pattington under the terms of the Offer.

   13.       FFastFill Share Option Schemes

The Offer will extend to all FFastFill Shares unconditionally allotted or issued on the date of the Offer and any FFastFill Shares which are unconditionally allotted or issued (including pursuant to the exercise of options granted under the FFastFill Share Option Schemes) whilst the Offer remains open for acceptance or by such earlier date as Pattington may, subject to the Code, determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances.

Appropriate proposals will be made to participants in the FFastFill Share Option Schemes in due course.

   14.       Disclosure of interests

Save for a total of 123,646,807 FFastFill Shares held by Pattington which represent, in aggregate, approximately 25.1 per cent. of FFastFill's issued ordinary share capital, neither Pattington, nor (so far as Pattington is aware) any person acting, or deemed to be acting, in concert with Pattington for the purposes of the Offer has:

(i) an interest in, or a right to subscribe for, FFastFill Shares or in any securities convertible or exchangeable into FFastFill Shares ("Relevant FFastFill Securities");

                (ii)        any short position in Relevant FFastFill Securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or 
                (iii)       borrowed or lent any Relevant FFastFill Securities (except for any borrowed Shares which have been either on-lent or sold) or has any arrangement in relation to Relevant FFastFill Securities.

For these purposes, "arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant FFastFill Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, Pattington has not made any enquiries in this respect of certain parties which are or may be deemed to be acting in concert with it for the purposes of the Offer. If such enquiries, which are now being made, reveal any relevant additional interests, the same will be discussed with the Panel and, if appropriate, will be disclosed to FFastFill Shareholders.

   15.       Compulsory acquisition, cancellation of trading and re-registration

If Pattington receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the FFastFill Shares to which the Offer relates and of the voting rights carried by those FFastFill Shares and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Pattington intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining FFastFill Shares on the same terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Pattington intends to propose that FFastFill applies to the London Stock Exchange for the cancellation of trading in the FFastFill Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects, subject to satisfaction of the applicable requirements of the AIM Rules. The cancellation of trading of FFastFill Shares will significantly reduce the liquidity and marketability of any FFastFill Shares not acquired by Pattington.

Following the Offer becoming or being declared unconditional in all respects and, assuming the cancellation of trading of FFastFill Shares on AIM, it is also the intention of Pattington to propose a resolution to re-register FFastFill as a private company.

   16.       Structure of the offer and anticipated timetable

The Offer is an offer for cash on the basis described in paragraph 2 above.

The Offer is proposed to be implemented by way of takeover offer within the meaning of Part 28 of the Companies Act.

Pattington will dispatch the Offer Document and Form of Acceptance to FFastFill Shareholders and, for information only, to FFastFill Options Holders under the FFastFill Share Option Schemes as soon as practicable and, in any event, within 28 days of the date of this Announcement.

   17.       Documents on display

Copies of the following documents will be made available on FFastFill's and Pattington's websites at www.ffastfill.com and www.pattingtonlimited.com respectively by no later than 12.00 pm on 18 February 2013 until the end of the Offer Period:

                -          this Announcement; and 
                -          the irrevocable undertakings referred to in paragraph 7 above. 
   18.       General

There are no agreements or arrangements to which Pattington is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.

Neither Pattington nor any person acting in concert with Pattington has any arrangement of the kind referred to in Note 6 of Rule 8 of the Code or Rule 21.2 of the Code.

Your attention is drawn to the further information contained in the Appendices which form part of this Announcement.

The conditions to the Offer and a summary of further terms in relation to the Offer set out in Appendix I to this Announcement form part of, and should be read in conjunction with, this Announcement.

Appendix II contains the sources and bases of certain information used in this Announcement.

Appendix III to this Announcement contains definitions of certain terms used in this Announcement.

The Offer will be subject to the applicable requirements of the Code.

Overseas jurisdictions

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not the same as would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Unless otherwise determined by Pattington or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Pattington or required by the Code and permitted by applicable law and regulation, copies of this Announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

Notice to US investors

The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this Announcement. Any representation to the contrary is a criminal offence. It may be difficult for US holders of FFastFill securities to enforce their rights under and any claim arising out of the US federal securities laws, since Pattington and FFastFill are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States.

practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about any such purchases will be disclosed on a next day basis to the Panel and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

Responsibility

Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Pattington and no one else in connection with the Offer and will not be responsible to anyone other than Pattington for providing the protections afforded to clients of Investec or for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to FFastFill Plc and no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to anyone other than FFastFill Plc for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Dealing disclosure requirements

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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and hard copy information

For the avoidance of doubt, the contents of the websites referred to above are not incorporated and do not form part of this announcement.

You may request a hard copy of this Announcement (and any information incorporated by reference in this announcement) by contacting Pattington during business hours on +44 020 7398 0200 or by submitting a request in writing to FFastFill. It is important that you note that unless you make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Appendix I

CONDITIONS AND FURTHER TERMS OF THE OFFER

1. The Offer will be subject to the following conditions and (in respect of certificated FFastFill Shares) the terms set out in the Form of Acceptance and to the applicable rules and regulations of the AIM Market and the Code:

1.1 valid acceptances being received (and not, where permitted, withdrawn) by no later than 3.00 pm on the first closing date of the Offer (or such later time(s) and/or date(s) as Pattington may, with the consent of the Panel or in accordance with the Code, decide) in respect of FFastFill Shares which, together with FFastFill Shares acquired or agreed to be acquired before such time(s), will result in Pattington holding FFastFill Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of FFastFill, including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any FFastFill Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise; and for this purpose shares which have been unconditionally allotted, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise, shall be deemed to carry the voting rights which they will carry upon issue;

1.2 no Authority having prior to the date when the Offer becomes otherwise unconditional in all respects, decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted, any statute, regulation, decision or order, or taken any other steps which would or might reasonably be expected to (which in each case would be material in the context of the Wider FFastFill Group or the Wider ION Group taken as a whole):

(i) require, prevent or delay the divestiture by the Wider FFastFill Group or the Wider ION Group of all or a portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct all or any portion of their respective businesses or own all or any portion of their respective assets or properties;

(ii) impose any limitation on, or result in a material delay in, the ability of any member of the Wider ION Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares in FFastFill or on the ability of any member of the Wider FFastFill Group or any member of the Wider ION Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider FFastFill Group or to exercise management control over any such member of the Wider FFastFill Group;

(iii) require any member of the Wider ION Group to offer to acquire any shares or other securities or interest in any member of the Wider FFastFill Group owned by any third party other than in the implementation of the Offer;

(iv) make the Offer or its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, FFastFill void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit or delay to a material extent the same, or impose additional conditions or obligations with respect thereto, or (b) otherwise challenge, or require amendment of, the Offer; or

(v) otherwise adversely affect the business, assets or profits or prospects of any member of the Wider ION Group or any member of the Wider FFastFill Group,

and all applicable waiting and other time periods during which any Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation or enquiry having expired or been terminated;

1.3 all necessary and appropriate filings (including, without limitation to the foregoing, all necessary and appropriate merger control filings) having been made in connection with the Offer and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider ION Group of any shares or other securities in, or control of, FFastFill and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("Authorisations") necessary or deemed reasonably appropriate in any jurisdiction in respect of the Offer and the proposed acquisition of any shares or other securities in, or control of, FFastFill by any member of the Wider ION Group having been obtained in terms and in a form satisfactory to Pattington from all relevant Authorities or persons with whom any member of the Wider FFastFill Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider FFastFill Group, remaining in full force and effect and all filings deemed reasonably necessary for such purpose having been made and there being no notice of any intention to revoke or not to renew the same at the time at which the Offer becomes otherwise unconditional (where such revocation or failure to renew would be material in the context of the Wider FFastFill Group, taken as a whole) and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with;

1.4 save as Disclosed, there being no provisions of any arrangement, agreement, licence, permit or other instrument to which any member of the Wider FFastFill Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject and which, in consequence of the Offer, or the proposed acquisition of any shares or other securities in FFastFill or because of a change in the control or management of FFastFill or otherwise, would or might reasonably be expected to result in (to an extent in any such case which is material in the context of the Wider FFastFill Group taken as a whole):

(i) any such arrangement, agreement, licence, permit or instrument or the rights, liabilities, obligations or interests thereunder of any such member of the Wider FFastFill Group being terminated or adversely modified or any action being taken or any obligation or liability arising thereunder;

(ii) any monies borrowed by, or any other indebtedness (actual or contingent) of or grant available to, any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(iii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) becoming enforceable;

(iv) the rights, liabilities, obligations, interests or business of any such member in or with any firm or body or, in the case of a business any arrangements relating to such interest or business, being terminated or adversely modified or affected;

(v) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected; or

   (vi)          the creation of any liability, actual or contingent, by any such member;

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, or other instrument to which any member of the Wider FFastFill Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, would result in any of the events or circumstances as are referred to in sub-paragraphs 1.4 (i) to (vi) to an extent in any such case which is material in the context of the Wider FFastFill Group taken as a whole;

   1.5           save as Disclosed, no member of the Wider FFastFill Group since 31 March 2012 having:

(i) issued or agreed to issue or authorised the issue or grant of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities (save for as between FFastFill and wholly owned subsidiaries of FFastFill or between the wholly owned subsidiaries of FFastFill or save for options or awards granted on or before 31 March 2012 under the FFastFill Share Option Schemes and for any FFastFill Shares allotted upon exercise or vesting of such options);

(ii) other than to a wholly-owned member of the FFastFill Group, recommended, declared, paid or made or the FFastFill Board having proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iii) issued or authorised the issue of any debentures, save in the ordinary course of business, or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider FFastFill Group as a whole;

(iv) entered into or offered to enter into (which remains open for acceptance) or varied or terminated or authorised entry into any contract, any reconstruction or amalgamation, any transaction or arrangement in each case otherwise than in the ordinary course of business;

(v) entered into or varied or made an offer (which remains open for acceptance) to enter into or vary, the terms of any service agreement with any director or with any senior executive of the Wider FFastFill Group;

(vi) entered into or offered to enter into (which offer remains open for acceptance) any agreement which consents to the restriction of the scope of the business of any member of the Wider FFastFill Group which is material in the context of the Wider FFastFill Group taken as a whole;

(vii) waived or compromised any claim which is material in the context of the Wider FFastFill Group taken as a whole;

(viii) entered into or varied or authorised, or offered (which offer remains open for acceptance) to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or which is restrictive to the businesses of any member of the Wider FFastFill Group or which involves an obligation of such a nature or magnitude and which is material in the context of the Wider FFastFill Group as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced, save in respect of the matters mentioned in sub-paragraph 1.5 (i) above, or made any other material change to any part of its share capital;

(x) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or a material part of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) save for transactions between wholly-owned members of the FFastFill Group, merged with any body corporate or acquired or disposed of or demerged or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material asset (including shares in subsidiaries, associates and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage or charge or security interest or change in its loan capital, as aforesaid which in any such case is material in the context of the Wider FFastFill Group taken as a whole;

(xii) been unable, or admitted in writing that is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiii) (save as disclosed on publicly available registers) made any alteration to its memorandum or articles of association;

(xiv) made or consented to any change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustee;

   1.6           since 31 March 2012 and save as Disclosed:

(i) there having been no adverse change in the business, assets, financial or trading position or profits of FFastFill or any other member of the Wider FFastFill Group which is material in the context of the Wider FFastFill Group taken as a whole;

(ii) there having been no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider FFastFill Group is or could reasonably be expected to become a party (whether as plaintiff or defendant or otherwise) announced or initiated, no such proceedings having been threatened in writing against any member of the Wider FFastFill Group and no investigation by an Authority against or in respect of any member of the Wider FFastFill Group having been instituted, threatened in writing or announced by or against or remaining outstanding in respect of any member of the Wider FFastFill Group which in any such case is material in the context of the Wider FFastFill Group taken as a whole;

(iii) no contingent or other liability in respect of any member of the Wider FFastFill Group having arisen which would be reasonably likely materially and adversely to affect the Wider FFastFill Group taken as a whole; or

(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider FFastFill Group which is necessary for the proper carrying on of its business and where such withdrawal, cancellation, termination or modification would be material in the context of the Wider FFastFill Group, taken as a whole; and

1.7 save as Disclosed, Pattington not having discovered after the date of this Announcement:

(i) that any financial, business or other information concerning the Wider FFastFill Group that is material in the context of the Offer as contained in the information publicly disclosed at any time by any member of the Wider FFastFill Group, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading which has not been corrected and which is material in the context of the Wider FFastFill Group taken as a whole;

(ii) that any member of the Wider FFastFill Group is otherwise than in the ordinary course of business subject to any liability (contingent or otherwise) which is material in the context of the wider FFastFill Group taken as a whole;

(iii) that any past or present member of the Wider FFastFill Group has not complied with any and all applicable laws and regulations of any relevant jurisdiction relating to an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any land or property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider FFastFill Group which non-compliance would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider FFastFill Group which is material in the context of the Wider FFastFill Group taken as a whole; and

(iv) that there is or is reasonably likely to be any liability (whether actual or contingent) of any past or present member of the Wider FFastFill Group to or requirement to make good, repair, reinstate or clean-up any property now or previously owned, occupied or made use of by any past or present member of the Wider FFastFill Group (in any case to an extent which is material in the context of the Wider FFastFill Group taken as a whole).

   2.             Certain further terms of the Offer

To the extent permitted by law, regulation or subject to the requirements of the Panel Pattington reserves the right to waive all or any of conditions 1.2 to 1.7 (inclusive) above, in whole or in part. Except with the consent of the Panel the Offer will lapse unless conditions 1.2 to 1.7 (inclusive) of the Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Pattington in its opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the first closing date of the Offer and the date on which condition 1.1 is satisfied (or such later date as Pattington may, with the consent of the Panel, decide). Pattington shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled or satisfied any of the conditions 1.2 to 1.7 (inclusive) by any date earlier than the latest date specified above for fulfilment or satisfaction of that condition notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no earlier circumstances indicating that any such conditions may not be capable of fulfilment or satisfaction.

If Pattington is required by the Panel to make an offer for FFastFill Shares under the provisions of Rule 9 of the Code, Pattington may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

The Offer will lapse (unless otherwise agreed by the Panel) if it is referred to the Competition Commission in the United Kingdom before 1.00 p.m on the first closing date of the Offer or of the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

If the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and Pattington shall thereupon cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

FFastFill Shares acquired under the Offer will be acquired with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any), announced, declared, made or paid on or after the date of this announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by FFastFill in respect of a FFastFill Share on or after the date of this Announcement, the price payable under the Offer in respect of a FFastFill Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the FFastFill Share is or will be transferred pursuant to the Offer on a basis which entitles Pattington alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of a FFastFill Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that FFastFill Share will be obliged to account to Pattington for the amount of such dividend or distribution or return of capital.

This Offer will be governed by English law and will be subject to the jurisdiction of the English courts and the conditions set out above and those terms which will be set out in the Offer Document and in the Form of Acceptance.

Appendix II

Sources of Information and Bases of Calculation

Unless otherwise stated, the following constitute the bases and sources of information referred to in this Announcement:

1. Financial information relating to FFastFill has been extracted or derived (without material adjustment) from the audited financial statements of FFastFill for the financial year ended 31 March 2012.

2. The fully diluted share capital of FFastFill (being 530,477,921 FFastFill Shares) is calculated on the basis of: (a) 493,543,682 FFastFill Shares in issue on 14 February 2013 (being the last Business Day prior to the date of this Announcement), (b) with a further maximum of 36,934,239 FFastFill Shares under options granted under the FFastFill Share Option Schemes which are considered to be in-the-money at the Offer Price and which are vested or are currently able to be vested or will become able to be vested whilst the Offer remains open for acceptance.

3. All prices for FFastFill Shares have been extracted from the AIM section of the Daily Official List and represent the Closing Price on the relevant date or dates.

4. The current trading and prospects of FFastFill described in paragraph 9 of this Announcement is based on the interim results for FFastFill for the six months ended 30 September 2012 released on 19 November 2012.

Appendix III

Definitions of terms used

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

 
 "AIM"                            the AIM market operated by the London Stock 
                                   Exchange; 
 "AIM Rules"                      the AIM Rules for Companies, published by 
                                   the London Stock Exchange; 
 "Announcement"                   this announcement of the Offer in accordance 
                                   with Rule 2.7 of the Code dated 15 February 
                                   2013; 
 "Authority"                      government or governmental, quasi-governmental, 
                                   supranational, statutory, regulatory, environmental 
                                   or investigative body, court, trade agency, 
                                   association, institution, or any other body 
                                   or person whatsoever in any jurisdiction; 
 "Business Day"                   a day, other than a Saturday, Sunday, public 
                                   holiday or bank holiday, on which banks are 
                                   generally open for normal business in the 
                                   City of London; 
 "Canaccord Genuity"              Canaccord Genuity Limited, sole financial 
                                   adviser to FFastFill; 
 "Closing Price"                  in respect of a FFastFill Share on any particular 
                                   day, the closing middle-market quotation 
                                   thereof as derived from the AIM section of 
                                   the Daily Official List on that day; 
 "Code"                           the City Code on Takeovers and Mergers; 
 "Companies Act"                  the Companies Act 2006 (as amended); 
 "Conditions"                     the conditions to the Offer which are set 
                                   out in Appendix I to this Announcement and 
                                   to be set out in the Offer Document; 
 "Disclosed"                      (i) as disclosed in FFastFill's annual reports 
                                   and accounts for the period ended 31 March 
                                   2012; 
                                   (ii) as publicly announced by FFastFill 
                                   (through a Regulatory Information Service) 
                                   prior to the date of this Announcement; or 
                                   (iii) disclosed in this Announcement; 
 "Exchange Act"                   the US Securities Exchange Act of 1934, as 
                                   amended, and the rules and regulations promulgated 
                                   thereunder; 
 "FFastFill"                      FFastFill plc, a company incorporated in 
                                   England and Wales with registered number 
                                   03978346; 
 "FFastFill Board"                the board of directors of FFastFill; 
 "FFastFill Directors"            all the directors of FFastFill from time 
                                   to time; 
 "FFastFill Group"                FFastFill and its subsidiaries and subsidiary 
                                   undertakings; 
 "FFastFill Option Holders"       means the holders of options granted or awards 
                                   made under any of the FFastFill Share Option 
                                   Schemes; 
 "FFastFill Share Option          the FFastFill Share Option Scheme 2003, the 
  Schemes"                         FFastFill Plc 2003 Warrant Scheme, the FFastFill 
                                   Plc Share Incentive Plan and the FFastFill 
                                   Plc International Share Incentive Plan; 
 "FFastFill Shareholders"         the holders of FFastFill Shares; 
 "FFastFill Shares"               ordinary shares of 1 pence each in the capital 
                                   of FFastFill; 
 "Financial Services Authority"   the Financial Services Authority of the United 
  or "FSA"                         Kingdom; 
 "Form of Acceptance"             the form of acceptance relating to the Offer 
                                   which will be distributed with the Offer 
                                   Document when issued; 
 "Investec"                       Investec Bank plc, sole financial adviser 
                                   to Pattington; 
 "ION Group"                      Pattington and its subsidiary undertakings, 
                                   its parent undertakings and subsidiary undertakings 
                                   of its parent undertakings; 
 "London Stock Exchange"          London Stock Exchange Plc; 
 "Offer"                          the cash offer to be made by Pattington to 
                                   acquire all of the issued and to be issued 
                                   FFastFill Shares not already owned by Pattington 
                                   on the terms and conditions to be set out 
                                   in the Offer Document and where the context 
                                   permits any subsequent revision, variation, 
                                   extension or renewal thereof; 
 "Offer Document"                 the document to be published containing the 
                                   Offer and sent to FFastFill Shareholders 
                                   following the date of this Announcement containing, 
                                   inter alia, the terms and conditions of the 
                                   Offer; 
 "Offer Period"                   the period commencing on the date of this 
                                   Announcement and ending in accordance with 
                                   the rules of the Code; 
 "Offer Price"                    20 pence per FFastFill Share; 
 "Panel"                          the Panel on Takeovers and Mergers; 
 "Pattington"                     Pattington Limited a company incorporated 
                                   and registered in the Republic of Ireland 
                                   with registered number 506962; 
 "Pattington Board" or            the board of directors of Pattington; 
  "Pattington Directors" 
 "Pattington Group"               Pattington and its subsidiary undertakings, 
                                   its parent undertakings and subsidiary undertakings 
                                   of its parent undertakings; 
 "Regulations"                    the Uncertificated Securities Regulations 
                                   2001 (SI 2001/3755); 
 "Regulatory Information          a service approved by the London Stock Exchange 
  Service"                         for the distribution to the public of announcements 
                                   and included within the list maintained on 
                                   the London Stock Exchange's website; 
 "Restricted Jurisdiction"        any jurisdiction where the relevant action 
                                   would constitute a violation of the relevant 
                                   laws and regulations of such jurisdiction; 
 "Substantial Interest"           in relation to an undertaking, a direct or 
                                   indirect interest of 20 per cent. or more 
                                   of the total voting rights conferred by the 
                                   equity share capital (as defined in section 
                                   548 of the Companies Act) of such undertaking; 
 "takeover offer"                 as that phrase is defined in section 974 
                                   of the Companies Act; 
 "United Kingdom" or "UK"         the United Kingdom of Great Britain and Northern 
                                   Ireland; 
 "Wider ION Group"                Pattington, its subsidiary undertakings, 
                                   parent undertakings, subsidiary undertakings 
                                   of its parent undertakings and any other 
                                   undertakings in which that company and such 
                                   undertakings (aggregating their interests) 
                                   have a Substantial Interest; 
 "Wider FFastFill Group"          FFastFill, its subsidiary undertakings, associated 
                                   undertakings and any other undertakings in 
                                   which that company and such undertakings 
                                   (aggregating their interests) have a Substantial 
                                   Interest; and 
 "pounds sterling" or             pounds sterling, or the lawful currency of 
  "GBP"                            the UK from time to time.

In this Announcement, the expressions "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act.

In this Announcement, the references to the singular includes the plural and vice versa, unless the context otherwise requires. References to time are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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