REG - FD Technologies PLC - Proposed Divestment
07/10/2024 07:00
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RNS Number : 0890H FD Technologies PLC 07 October 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
7 October 2024
FD Technologies plc
("FD Technologies", the "Company" or the "Group")
Proposed Divestment of the First Derivative Business, trading update and
notice of GM
- Successful conclusion of structure review to best position the Group
to drive value for all stakeholders
- Intention to return excess cash to shareholders
- FD Technologies to be a pure play opportunity on AI-driven
innovation through KX
FD Technologies (AIM: FDP.L, Euronext Growth: FDP.I) announces that it has
entered into an agreement to sell the Group's First Derivative Business to
EPAM Systems, Inc. ("EPAM" or the "Purchaser") for an enterprise value of
£230m (the "Divestment"). The Divestment is expected to complete in the
fourth quarter of 2024, subject to shareholder approval, amongst other things.
Highlights
The benefits of the Divestment are that it:
· provides the optimal organisational structure and allocation of capital to
drive value for shareholders, as determined by the Group's structure review,
announced in March 2024
· enables the Company to focus on KX, the part of the Group with the largest
value creation potential, and provides funding for KX to become cash
generative, with the resources to execute on the exciting growth plan in its
target markets
· achieves an attractive valuation of £230m for the First Derivative Business
· generates synergies for KX through a partnership with EPAM to provide
professional services capabilities in key markets
· provides a platform for the First Derivative Business within a global
professional services company with the scale and resources to support its
growth ambitions
· enables the repayment of the Group's net debt, amounting to approximately
£20m on 31 August 2024
· facilitates the return of excess cash to shareholders, details of which will
be communicated at the time of interim results in November 2024.
After customary closing adjustments, transaction and separation costs, net
cash proceeds are expected to be approximately £205m. The Divestment
constitutes a fundamental change of business under AIM Rule 15 and is
conditional upon, among other things, shareholder approval by ordinary
resolution at a general meeting (the "General Meeting"). Further information
regarding the Divestment and the General Meeting will be contained in a
circular which will be sent to shareholders and will contain notice of the
General Meeting (the "Circular"). The Circular is expected to be posted to
shareholders in the coming days and will be made available on the Company's
website at www.fdtechnologies.com. The General Meeting is expected to take
place during October.
Trading update
For the first half of the Group's financial year ended 31 August 2024 both KX
and the First Derivative Business performed in line with the Board's
expectations.
KX delivered annual contract value ("ACV") added of £7.4m, within the
guidance of £6m-£8m for the period. The Board reiterates its expectation of
a range of £16m-£18m ACV added in FY25, driving ARR growth of 11-15% at
constant currency.
The First Derivative Business' capital markets consulting customers continue
to be cautious in their spending, with revenue for the period of approximately
£79m, similar to the second half of FY24.
Further details on trading in the first half of the financial year will be
provided in the Group's interim results expected to be released in November
2024.
Seamus Keating, CEO of FD Technologies, said: "This Divestment is positive for
all stakeholders, benefitting our shareholders and the customers and employees
of KX and the First Derivative Business. For shareholders it enables the Group
to focus on KX, and provides the resources to deliver on our exciting growth
plans while also enabling us to return excess cash. KX and its customers will
benefit from a strengthened and broader partnership with EPAM that opens up
opportunities in capital markets and beyond, while the First Derivative
Business customers will benefit from EPAM's scale and reach combined with the
deep domain skills in capital markets within the First Derivative Business. We
look forward to providing an update on the positive trading performance and
strategic progress of KX at our interim results in November."
Balazs Fejes, President of Global Business and Chief Revenue Officer at EPAM,
said: "Bringing together the First Derivative Business and EPAM marks the
beginning of a distinctive enterprise that will not only enhance value for our
clients but also foster substantial growth opportunities for our teams.
Leveraging their strong Business and Technology services heritage, especially
in capital markets, allows us to expand our financial services solutions
portfolio to our clients, who need to evolve and scale their digital
ecosystems, gain greater data insights and enhance operations while minimising
risks and maintaining regulatory compliance. And we are enthusiastic about
enhancing our partnership with KX, focusing significant resources to
strengthen this collaboration."
Analyst and investor briefing
A briefing for analysts and institutional investors will be held at 9.30am
today, following which a recording of the briefing will be made available on
the Group's website. For dial-in details please contact
fdtechnologies@fticonsulting.com.
For further information, please contact:
FD Technologies plc +44(0)28 3025 2242
Seamus Keating, Chief Executive Officer www.fdtechnologies.com
Ryan Preston, Chief Financial Officer
Ian Mitchell, Head of Investor Relations
Rothschild & Co (Financial Adviser) +44 (0)20 7280 5000
Anton Black
Warner Mandel
Mitul Manji
J.P. Morgan Cazenove (Financial Adviser and Broker) +44 (0)20 3493 8000
James A. Kelly
Mose Adigun
Will Vanderspar
Investec Bank plc +44 (0)20 7597 5970
(Nominated Adviser and Broker)
Carlton Nelson
Virginia Bull
Goodbody (Euronext Growth Adviser and Broker) +353 1 667 0420
Tom Nicholson
Don Harrington
Jason Molins
FTI Consulting +44 (0)20 3727 1000
Dwight Burden
Matt Dixon
Victoria Caton
Allen Overy Shearman Sterling LLP is acting as legal adviser to FD
Technologies in connection with the Divestment.
About FD Technologies
FD Technologies is a group of data-driven businesses that unlock the value of
insight, hindsight and foresight to drive organisations forward. The Group
comprises KX, which provides software to accelerate AI-driven innovation and
the First Derivative Business, providing consulting services which drive
digital transformation in financial services and capital markets. FD
Technologies operates from 13 locations across Europe, North America and Asia
Pacific, and employs more than 2,400 people worldwide.
For further information, please visit www.fdtechnologies.com and www.kx.com
Further information regarding the proposed Divestment
1. Background to and benefits of the Divestment
The Board has been considering the options to maximise shareholder value for
more than 18 months, taking independent advice throughout the process. In
October 2023, a formal review of the Group structure was announced, which
enabled extensive consultation with shareholders and input from advisers. The
aim of the review was to determine the optimal organisational structure and
allocation of capital to best drive value for shareholders. On 1 March 2024,
the Board announced that it had unanimously concluded that the separation of
its three businesses (KX, the First Derivative Business and MRP) was the most
effective way to achieve these objectives and was in the best interest of
shareholders.
It was also announced on 1 March 2024 that the Company had agreed an all-share
merger of its MRP business with CONTENTgine to create a top-tier provider in
the B2B demand generation services market. FD Technologies owns 49% of the
combined entity, pharosIQ, which is reflected as an associate investment and
therefore not consolidated in the Group's financial statements.
Since 1 March 2024, a comprehensive process has been undertaken with the
support of advisers to identify and engage with potential purchasers of the
First Derivative Business to ensure that any divestment would reflect its
value. In addition to meeting the Board's expectation on valuation, the
Divestment delivers additional benefits:
· for shareholders, the Divestment enables the Group to focus on KX, its largest
value creation opportunity, providing it with the resources to deliver on its
exciting growth plans and returning excess capital to shareholders after the
repayment of net debt
· for the First Derivative Business, the Divestment provides a platform within a
global professional services company with the scale and resources to support
its growth ambitions. Customers will benefit from the combination of EPAM's
deep engineering skills and the domain expertise of the First Derivative
Business
· for KX, the Divestment provides potential synergy benefits through a
commitment from EPAM to further strengthen the existing partnership between
the First Derivative Business and KX. This global commitment covers joint
go-to-market and lead generation activities and is backed by EPAM's existing
expertise across vertical markets and in time series databases.
The Board believes that the Divestment will enable both KX and the First
Derivative Business to capitalise on the opportunities for growth.
Accordingly, the Board believes that the Divestment is in the best interest of
all stakeholders.
Completion of the Divestment will mark the conclusion of the review of the
Group's structure.
2. Principal terms of the Divestment
The Sale and Purchase Agreement between the Company and the Purchaser was
entered into on 6 October 2024. Pursuant to the terms of the Sale and Purchase
Agreement, the Company has conditionally agreed to sell the entire issued
share capital of the Target to the Purchaser for total consideration of £230m
on a cash-free, debt-free basis. The Group will complete the Group
Reorganisation pursuant to which the First Derivative Business (including the
Target Group Companies) will be transferred out of the Existing Group and into
the Target, to the extent not already held by the Target. The consideration
payable by the Purchaser to the Company at completion is expected to be
approximately £225m, following adjustment for debt and debt-like items and a
customary working capital adjustment.
Completion of the Sale and Purchase Agreement is conditional upon satisfaction
or (where applicable) waiver of the following conditions:
a) the passing of the Resolution at the General Meeting (the "Shareholder
Approval Condition");
b) in relation to the Group Reorganisation:
(i) the Target Group being an original party or becoming
a party by way of assignment, transfer or novation to certain customer
contracts that together accounted for at least 80% of the First Derivative
Business's revenue for the financial year ended 29 February 2024 (and
disregarding certain customer contracts as agreed in writing between the
parties);
(ii) all actions, transactions and corporate matters
contemplated as part of the Group Reorganisation being completed and in full
effect (save to the extent expressly provided for in the Sale and Purchase
Agreement or otherwise as agreed in writing by the Purchaser); and
(iii) the Target having commenced trading in respect of the
First Derivative Business (together, the "Reorganisation Condition"); and
(c) the Irish Competition and Consumer Protection Commission having determined (or
being deemed to have determined) pursuant to Part 3 of the Irish Competition
Act 2002 (as amended) that the Divestment may be put into effect (the
"Competition Condition").
The Sale and Purchase Agreement contains certain warranties, indemnities and
covenants given by the Company which are customary for a divestment of this
nature. An insurance policy to insure the majority of the warranties and part
of the Tax Covenant has been purchased by the Purchaser as part of the
Divestment, which reduces the scope of the Company's potential liability under
the Sale and Purchase Agreement. The Company has also agreed to indemnify the
Purchaser in relation to certain matters in connection with the Group
Reorganisation.
The Purchaser may terminate the Sale and Purchase Agreement with immediate
effect if a Material Breach occurs prior to the satisfaction of the Conditions
and which either (a) cannot be remedied; or (b) if capable of remedy, is not
remedied, in each case within 20 Business Days from the date on which the
Company is made aware of such Material Breach.
As part of the Divestment, the Company and the Purchaser have entered into a
Transitional Services Agreement.
Further details of the Sale and Purchase Agreement and the Transitional
Services Agreement will be set out in the Circular.
3. Information on the First Derivative Business
The First Derivative Business has one of the largest, fully dedicated capital
markets consulting teams in the world, employing approximately 1,670 people.
It deploys the most intuitive thinkers and innovative solutions into the
world's financial markets to solve the toughest of operational, data and
technology challenges for leading global investment banks.
Combining domain knowledge and technical expertise, the First Derivative
Business releases its clients' constraints and instigates action with
authority, ingenuity and agility to drive positive outcomes. Its focus is
transforming businesses at the optimum rate of change. The First Derivative
Business operates from centres of excellence in the UK, Ireland, Canada, the
US and mainland Europe.
4. Information on the Purchaser
EPAM is a leading digital transformation services and product engineering
company. Since 1993, it has used its software engineering expertise to become
a leading global provider of digital engineering, cloud and AI-enabled
transformation services, as well as a leading business and experience
consulting partner for global enterprises and ambitious startups.
EPAM addresses its clients' transformation challenges by fusing EPAM
Continuum's integrated strategy, experience and technology consulting with its
30+ years of engineering execution to speed its clients' time to market and
drive greater value from their innovations and digital investments.
5. Financial effects of the Divestment
The table below shows the split of Group revenues, adjusted EBITDA and Net
Assets between the Continuing Group and the First Derivative Business for the
year ended on 29 February 2024. Adjusted EBITDA is the Group's primary measure
of profitability and is stated after the effects of non-trading and adjusting
items. Further information can be found in the FD Technologies Annual Report
and Accounts for the year ended 29 February 2024.
Revenue Adjusted EBITDA Net Assets
£m £m £m
Continuing Group 79.1 5.1 121.4
First Derivative Business 169.7 18.0 25.6
Total 248.9 23.1 147.0
The tables below contain historic financial information relating to the
Continuing Group and the First Derivative Business for the financial years
ended on 28 February 2022 and 2023 and 29 February 2024.
Financial performance for year ended on 29 February 2024
Continuing Group First Derivative Business Total
£m £m £m
Revenue 79.1 169.7 248.9
Cost of sales (17.2) (126.0) (143.2)
Gross profit 62.0 43.7 105.7
R&D expenditure (30.2) (0.9) (31.1)
R&D capitalised 23.9 0.9 24.8
Net R&D (6.2) (0.1) (6.3)
Sales and marketing costs (31.8) (8.2) (40.1)
Adjusted admin expenses (18.8) (17.5) (36.3)
Adjusted EBITDA 5.1 18.0 23.1
Cash EBITDA* (18.8) 17.1 (1.7)
* Cash EBITDA is calculated by deducting R&D capitalised from adjusted
EBITDA
Financial performance for year ended on 28 February 2023
Continuing Group First Derivative Business Total
£m £m £m
Revenue 71.0 183.6 254.6
Cost of sales (16.9) (132.3) (149.3)
Gross profit 54.1 51.2 105.3
R&D expenditure (23.0) (0.4) (23.4)
R&D capitalised 19.0 0.4 19.4
Net R&D (4.0) (0.0) (4.0)
Sales and marketing costs (26.3) (15.3) (41.6)
Adjusted admin expenses (11.0) (15.5) (26.4)
Adjusted EBITDA 12.8 20.5 33.3
Cash EBITDA* (6.2) 20.1 13.9
* Cash EBITDA is calculated by deducting R&D capitalised from adjusted
EBITDA
Financial performance for year ended on 28 February 2022
Continuing Group First Derivative Business* Total**
£m £m £m
Revenue 57.0 155.4 212.4
Cost of sales (14.3) (114.2) (128.5)
Gross profit 42.7 41.2 83.9
R&D expenditure (18.6) (0.2) (18.8)
R&D capitalised 16.1 0.2 16.3
Net R&D (2.6) 0.0 (2.6)
Sales and marketing costs (23.6) (14.5) (38.1)
Adjusted admin expenses (8.5) (11.0) (19.5)
Adjusted EBITDA 8.1 15.7 23.8
Cash EBITDA*** (8.0) 15.5 7.5
* First Derivative restated to reflect classification of KX services revenue
to First Derivative consistent with FY23/FY24 reporting
** Excluding MRP consistent with FY23/FY24 reporting
*** Cash EBITDA is calculated by deducting R&D capitalised from adjusted
EBITDA
6. Use of proceeds
Following completion of the Divestment the Group is expected to apply the net
proceeds to: (i) repay the Group's net debt, which was approximately £20m on
31 August 2024; (ii) to provide the financial resources to execute the KX
business plan; and (iii) to return a portion of the proceeds which represents
excess capital to shareholders. The Board reiterates its expectation that KX
will generate positive cash flow for FY27.
The Board retains discretion around the form, timing and quantum of the return
of capital to shareholders at this stage to maintain maximum flexibility. The
quantum and form of return is expected to be determined taking into account
several factors including the Continuing Group's cash requirements, efficiency
and shareholder feedback. Further details will be provided alongside the
publication of the Group's interim results in November 2024.
7. Information on the Continuing Group and future strategy
The Divestment delivers on the strategy of the Group to separate its business
units by achieving an attractive valuation for the First Derivative Business.
When the Divestment completes, the Group will consist of KX as the only
operating business, together with investments including its 49% stake in
pharosIQ.
KX's strategy was most recently outlined in the annual report for FY24. Its
mission is to accelerate data and AI-driven innovation with high-performance
analytics database solutions, enabling its customers to transform into
AI-first enterprises. KX provides a robust, scalable and efficient database
and analytics engine, ideal for time-oriented data, and is trusted by many of
the world's top enterprises.
Forecasts by industry analyst Gartner (Market Opportunity Map: Data and
Analytics Software, Worldwide, February 2024) highlight significant annual
investments across non-relational databases ($54bn), analytics and business
intelligence platforms ($26bn) and data science and AI platforms ($20bn), with
growth rates ranging from 20% to 25% annually.
Following completion of the Divestment, the Company will be well-positioned as
a pure play, high-growth UK-listed software business, funded to execute on its
strategy and capitalise on the growth opportunities in the markets it serves.
Its priority is to deliver sustainable growth through:
· effective go-to-market strategies focused on repeatable use cases in
established markets and leveraging partners to target new verticals
· disciplined investment aligned to business development priorities
including AI, focused on the areas of highest return
The execution of this strategy will support the stated medium-term targets of
the business:
· annual recurring revenue ("ARR") growth in excess of 25% per annum
from FY26 to FY28
· Cash EBITDA positive in FY27.
8. General Meeting
The Divestment represents a fundamental change of business under rule 15 of
the AIM Rules for Companies. As a result, the Divestment is conditional on
shareholder approval, by ordinary resolution, at the General Meeting. Further
information regarding voting and attendance at the General Meeting will be
contained in the Circular, which is expected to be posted to shareholders in
the coming days and will be made available on the Company's website at
www.fdtechnologies.com. The General Meeting is expected to take place during
October.
9. Irrevocable undertakings
The Company has received irrevocable undertakings to vote in favour of the
Divestment at the General Meeting from Irenic Capital Management LP and
Briarwood Capital Partners LP, who in aggregate hold 28.8% of the issued share
capital of the Company as of the date of this announcement.
In addition, the Directors of the Company have provided irrevocable
undertakings to vote in favour of the Divestment at the General Meeting in
respect of their own beneficial holdings, which amount in aggregate to
approximately 0.4% of the Company's issued share capital as of the date of
this announcement.
10. Expected timetable of principal events
Event Time and/or date
Announcement of the Divestment 7 October 2024
General Meeting During October 2024
Expected completion of the Divestment subject to the conditions being Fourth quarter of 2024
satisfied
Long Stop Date 28 February 2025
11. Definitions
Capitalised terms used, but not otherwise defined in this announcement shall
have the
meanings set out below:
AIM Rules the AIM Rules for Companies and guidance notes published by the London Stock
Exchange from time to time, and AIM Rule shall refer to any individual rule or
guidance
B2B Business to business
Completion completion of the sale of the entire issued share capital of the Target in
accordance with the Sale and Purchase Agreement;
Condition(s) the Shareholder Approval Condition, the Competition Condition and the
Reorganisation Condition;
Continuing Group the Company and its subsidiary undertakings following Completion;
Directors or Board the directors of the Company;
Existing Group the Company and its subsidiary undertakings as at the date of this
announcement (including, without limitation, the Target Group Companies);
FCA the Financial Conduct Authority;
First Derivative Business the First Derivative business owned and operated by the Target Group Companies
for the provision of specialist consulting services to customers in the
capital markets industry;
FSMA the Financial Services and Markets Act 2000 (as amended);
FY24 the Company's financial year ending 29 February 2024;
FY26 the Company's financial year ending 28 February 2026;
FY28 the Company's financial year ending 29 February 2028;
GM or General Meeting General meeting of the Company at which the shareholders will be asked to
approve the Resolution;
Group before Completion, the Existing Group and, on and after Completion, the
Continuing Group;
Group Reorganisation the reorganisation of the Group as a result of which the Target Group
Companies hold the First Derivative Business;
KX the Group's KX business being (i) the design, architecture, development,
marketing, sale, licensing and distribution of software databases, analytics
tools and applications, artificial intelligence and machine learning tools and
applications, and any technology, solutions and products relating thereto;
and (ii) the provision and performance of evaluation, assessment,
customisation, installation, implementation, integration, maintenance,
support, consulting and managed services associated with any of the foregoing;
Material Breach any one or more facts, circumstances, developments, events or other matters
that (separately or together) cause or would cause one or more of the
warranties under the Sale and Purchase Agreement (whether given at the date of
the Sale and Purchase Agreement or as repeated on Completion) to become untrue
or inaccurate in circumstances where the damages recoverable by the Purchaser
from the Company in respect of that breach would reasonably be expected to
exceed £20m;
Purchaser EPAM Systems, Inc.;
Resolution the ordinary resolution set out in the Notice of General Meeting;
Sale and Purchase Agreement the conditional Sale and Purchase Agreement dated 6 October 2024 between the
Company and the Purchaser;
Target or First Derivative First Derivative Ltd;
Target Group each of the Target Group Companies;
Target Group Companies Target and its subsidiaries;
Tax Covenant the covenant relating to tax incorporated into the Sale and Purchase
Agreement; and
Transitional Services Agreement the conditional transitional services agreement entered into on 6 October 2024
between the Company and the Target.
Notes:
All references to time in this announcement are to London time unless
otherwise stated. The expected date for the General Meeting and completion of
the Divestment is indicative only and based on the Company's expectations and
is subject to change. If the expected date for the General Meeting or
completion of the Divestment should change, the revised expected General
Meeting date or completion date, as applicable, will be announced through a
Regulatory Information Service.
IMPORTANT NOTICES
This announcement contains inside information and is issued on behalf of FD
Technologies plc by Ryan Preston, Chief Financial Officer.
This announcement is not intended to, and does not constitute or form part of,
any offer to sell or issue or any solicitation of an offer to purchase,
subscribe for, or otherwise acquire, any securities or a solicitation of any
vote or approval in any jurisdiction. FD Technologies shareholders are advised
to carefully read the Circular once it has been published. Any voting decision
in respect of the Divestment should be made only on the basis of the
information in the Circular.
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the FCA and the PRA, is acting as nominated adviser and broker
exclusively for the Company in connection with the matters set out in this
announcement and will not be acting for any other person (whether or not a
recipient of this announcement) or otherwise be responsible to anyone other
than the Company for providing the protections afforded to clients of Investec
or for advising any other person in respect of the matters set out in this
announcement or any Divestment, matter or arrangement referred to in this
announcement. Investec's responsibilities as the Company's nominated adviser
are owed solely to London Stock Exchange and are not owed to the Company or to
any Director or to any other person in respect of his decision to acquire
shares in the Company in reliance on any part of this announcement.
Goodbody Stockbrokers UC, trading as Goodbody ("Goodbody"), which is regulated
in Ireland by the Central Bank of Ireland and regulated in the United Kingdom
by the FCA, is acting exclusively as joint corporate broker and Euronext
Growth Adviser to FD Technologies and no one else in connection with the
Divestment and the matters set out in this announcement. Goodbody will not
regard any other person as its client in relation to the Divestment or any
other matter or arrangement set out in this announcement and will not be
responsible to anyone other than FD Technologies for providing the protections
afforded to clients of Goodbody, nor for providing advice in relation to the
Divestment or any other matter or arrangement referred to in this
announcement. Neither Goodbody nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Goodbody in connection with the Divestment, this announcement, any statement
contained herein or otherwise. No representation or warranty, express or
implied, is made by Goodbody as to the contents of this announcement.
J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in
the United Kingdom by the PRA and regulated by the PRA and the Financial
Conduct Authority, is acting as financial adviser and joint broker exclusively
for the Company and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to
the matters set out in this announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation
to the matters set out in this announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting as Financial Adviser exclusively for the Company and for no
one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of Rothschild & Co or its affiliates, nor
for providing advice in connection with the matters set out in this
announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Investec, Goodbody, J.P. Morgan or Rothschild & Co by the FSMA (as
amended) or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or unenforceable,
Investec, Goodbody, J.P. Morgan or Rothschild & Co do not accept any
responsibility whatsoever for, or makes any representation or warranty,
express or implied, as to the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, and nothing contained in this
announcement is, or shall be, relied on as a promise or representation in this
respect, whether as to the past or the future, in connection with the
Divestment, or in connection with the Company or the matters set out in this
announcement. Investec, Goodbody, J.P. Morgan or Rothschild & Co
accordingly disclaims to the fullest extent permitted by law all and any
liability whether arising in tort, contract or otherwise (save as referred to
above) in respect of this announcement or any such statement.
Neither the contents of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.
This announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would, "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
announcement. None of the Company, Investec, Goodbody, J.P. Morgan, Rothschild
& Co or their respective affiliates undertakes or is under any duty to
update this announcement or to correct any inaccuracies in any such
information which may become apparent or to provide you with any additional
information, other than any requirements that the Company may have under
applicable law or the AIM Rules for Companies, the Prospectus Regulation
Rules, the Disclosure Guidance and Transparency Rules or the Market Abuse
Regulation MAR (EU No. 596/2014) as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018). To the fullest extent permissible
by law, such persons disclaim all and any responsibility or liability, whether
arising in tort, contract or otherwise, which they might otherwise have in
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