TENDER OFFER RESULTS AND TOTAL VOTING RIGHTS

FD Technologies PLC

24 January 2025

 

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")

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	[phone] www.fdtechnologies.com
Investec Bank plc (Joint Financial Adviser, Nominated Adviser and Joint Corporate Broker) Carlton Nelson Virginia Bull Shalin Bhamra	[phone]
J.P. Morgan Cazenove (Joint Financial Adviser, Joint Corporate Broker) James A. Kelly Mose Adigun Will Vanderspar	[phone]
FTI Consulting Matt Dixon Dwight Burden Victoria Caton	[phone]

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.

 

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