REG - FD Technologies PLC - Publication of Circular Notice of GM

FD TechnologiesAnnouncement

19/12/2024 17:00

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RNS Number : 8275Q  FD Technologies PLC  19 December 2024

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")

 

19 December 2024

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

FD Technologies announces that, further to the announcement made on 19
December 2024 in relation to the proposed return of up to £120m to
shareholders by way of a tender offer (the "Tender Offer"), the shareholder
circular relating to the Tender Offer (the "Circular") has been posted to
eligible shareholders of the Company.

 

General Meeting

 

The Circular includes a notice convening a general meeting to be held at 12:00
noon (UK time) on 15 January 2025 at the offices of the Company at Brian
Conlon House, 3 Canal Quay, Newry, County Down, BT35 6BP.

 

Availability of the Circular

 

A copy of the Circular is available for inspection on the Company's website at
https://fdtechnologies.com/investor-relations/regulatory-listings/public-filings/
(https://fdtechnologies.com/investor-relations/regulatory-listings/public-filings/)
.

 

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

 Derek Brown, Head of Investor Relations

 Investec Bank plc (Joint Financial Adviser, Nominated Adviser and Joint  +44 (0)20 7597 5970
 Corporate Broker)

 Carlton Nelson

 Virginia Bull

 Shalin Bhamra

 J.P. Morgan Cazenove (Joint Financial Adviser, Joint Corporate Broker)   +44 (0)20 3493 8000

 James A. Kelly

 Mose Adigun

 Will Vanderspar

 FTI Consulting                                                           +44 (0)20 3727 1000

 Matt Dixon

 Dwight Burden

 Victoria Caton

 

About KX

KX is on a mission to make AI a commercial reality for the many by addressing
data challenges that impede deployment at scale. By simultaneously ingesting
and analysing high volumes of historical and real-time data, KX's AI-ready
analytical database enables organizations to unlock the full value of their
data to accelerate innovation and make faster, more confident decisions.

 

KX is the world's most performant, cost-effective and energy-efficient
analytical database, delivering advanced data algorithms, insights and
analytics at unmatched scale and speed. KX is trusted by the world's top
investment banks, Aerospace and Defence, high-tech manufacturing and health
and life sciences organizations and operates across North America, Europe, and
Asia Pacific.

 

For further information, please visit www.fdtechnologies.com
(http://www.fdtechnologies.com) and www.kx.com (http://www.kx.com)

 

DEFINITIONS

The following definitions apply throughout this announcement unless the
context otherwise requires:

 AIM                 the market of that name operated by the London Stock Exchange;
 Board or Directors  the board of directors of the Company, whose names are set out on page 8 of
                     the Circular (or, where the context requires, the directors of the Company
                     from time to time);
 FCA                                                         the Financial Conduct Authority;
 London Stock Exchange                                       London Stock Exchange plc;
 Ordinary Share                                              the ordinary shares of £0.005 each in the capital of the Company;
 Overseas Shareholders                                       a Shareholder who is resident in, or a citizen of, a jurisdiction outside the
                                                             United Kingdom;
 PRA                                                         the Prudential Regulation Authority;
 Restricted Jurisdictions                                    each and any of Australia, Canada, Japan, New Zealand, Singapore, the Republic
                                                             of South Africa and any other jurisdiction where the mailing of this Circular
                                                             into or inside or from such jurisdiction would breach any applicable law or
                                                             regulations;
 Shareholders                                                holders of Ordinary Shares;
 Tender Form                                                 the personalised tender form accompanying the Circular for use in connection
                                                             with the Tender Offer by Qualifying Shareholders who hold their Ordinary
                                                             Shares in certificated form;
 TTE instruction                                             a transfer to escrow instruction (as defined by the CREST Manual issued by
                                                             Euroclear);
 UK or United Kingdom                                        the United Kingdom of Great Britain and Northern Ireland;
 U.S. or United States                                       United States of America, its territories and possessions, any state of the
                                                             United States of America, any other areas subject to its jurisdiction and the
                                                             District of Columbia; and
 £                                                           Great British Pound, the lawful currency of the United Kingdom.

 

IMPORTANT NOTICE

This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities.

Investec Bank plc (Investec), which is authorised in the United Kingdom by the
PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as
joint financial adviser and as exclusive nominated adviser and broker for the
Company in connection with the matters set out in this announcement and the
Circular and will not be acting for any other person 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, the Circular, the Tender Offer or
any matter or arrangement referred to in this announcement or the Circular.
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 their decision to tender shares in the
Company in reliance on any part of this announcement or the Circular.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Investec by the Financial Services and Markets Act 2000, as amended (FSMA)
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 does not
accept any responsibility whatsoever for, or makes any representation or
warranty, express or implied, as to the contents of this announcement or the
Circular, including their 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 or the Circular 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 Tender Offer, or in connection with the
Company or the matters set out or referred to in this announcement or the
Circular.  Investec 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, the Circular or any
such statement.

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 in the United Kingdom by the FCA and
the PRA, is acting as joint financial adviser for the Company in connection
with the matters set out in this announcement and the Circular and will not be
acting for any other person or otherwise 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 advising any other person in respect of
the matters set out in this announcement, the Circular, the Tender Offer or
any matter or arrangement referred to in this announcement or the Circular.

Apart from the responsibilities and liabilities, if any, which may be imposed
on J.P. Morgan Cazenove by the FSMA 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, J.P. Morgan Cazenove does not accept any responsibility
whatsoever for, or makes any representation or warranty, express or implied,
as to the contents of this announcement or the Circular, including their
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 or the Circular 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 Tender Offer, or in connection with the Company or the
matters set out or referred to in this announcement or the Circular. J.P.
Morgan Cazenove 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, the Circular or any such
statement.

Overseas Shareholders

The making of the Tender Offer in, or to persons resident in, jurisdictions
outside the United Kingdom or to persons who are citizens, residents or
nationals of other countries may be affected by the laws of the relevant
jurisdiction. Shareholders who are not resident in the United Kingdom, or who
are citizens, residents or nationals of countries outside the United Kingdom
should inform themselves about and observe any applicable legal requirements.
It is the responsibility of any Overseas Shareholder wishing to take up the
Tender Offer to satisfy themselves as to the full observance of the laws of
the relevant jurisdiction in connection therewith, including the obtaining of
any governmental or other consents which may be required, the compliance with
other necessary formalities and the payment of any transfer or other taxes or
other requisite payments due in such jurisdiction. Each Overseas Shareholder
will be responsible for any such transfer or other taxes or other requisite
payments by whomsoever payable and the Company, the Receiving Agent and
Investec and any person acting on their behalf shall be fully indemnified and
held harmless by such Shareholder on an after-tax basis for any such transfer
or other taxes or other requisite payments such person may be required to pay.
No steps have been taken to qualify the Tender Offer or to authorise the
extending of the Tender Offer or the distribution of the Tender Form in any
territory outside the United Kingdom.

In particular, the Tender Offer is not being made directly or indirectly in,
into or from or by use of the mail or by any means or instrumentality
(including, without limitation, facsimile transmission, telex and telephone)
of interstate or foreign commerce, or of any facility of a national securities
exchange, of a Restricted Jurisdiction and the Tender Offer cannot be accepted
by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of the Circular and the Tender
Form will not and must not be mailed or otherwise distributed or sent in,
into, or from a Restricted Jurisdiction, including to Shareholders with
registered addresses in a Restricted Jurisdiction, or to persons who are
custodians, nominees or trustees holding Ordinary Shares for persons in a
Restricted Jurisdiction.

If, in connection with making the Tender Offer, notwithstanding the
restrictions described above, any person (including, without limitation,
custodians, nominees and trustees), whether pursuant to a contractual or legal
obligation or otherwise, forwards the Tender Form in, into or from a
Restricted Jurisdiction or uses the mails of, or any means or instrumentality
(including, without limitation, facsimile transmission, telex and telephone)
of interstate or foreign commerce, or any facility of a national securities
exchange, of a Restricted Jurisdiction in connection with such forwarding,
such persons should (a) inform the recipient of such fact; (b) explain to the
recipient that such action may invalidate any purported acceptance of the
Tender Offer by the recipient; and (c) draw the attention of the recipient to
this section of this paragraph.

The provisions of this paragraph and/or any other terms of the Tender Offer
relating to Overseas Shareholders may be waived, varied or modified as regards
specific Shareholders or on a general basis by Investec in its discretion
(with the consent of the Company), but only if Investec is satisfied that such
waiver, variation or modification will not constitute or give rise to a breach
of applicable securities or other law. Subject to this, the provisions of this
paragraph headed "Overseas Shareholders" supersede any terms of the Tender
Offer inconsistent therewith.

U.S. Shareholders

The Tender Offer is being made in the United States pursuant to Section 14(e)
and Regulation 14E under the United States Exchange Act of 1934, as amended
(the "Exchange Act"). Accordingly, the Tender Offer is subject to disclosure
and other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of payments, that
are different from those applicable under U.S. domestic tender offer
procedures and law. However, to the extent applicable, the Company will comply
with Regulation 14E under the Exchange Act in connection with the Tender
Offer.

The Tender Offer is being made for the securities of a UK company with
Ordinary Shares admitted to trading on AIM, a market operated by the London
Stock Exchange. The Tender Offer is subject to UK disclosure requirements
which are different from certain United States disclosure requirements. The
financial information on the Company included in this document has been
prepared in accordance with IFRS and thus it may not be comparable to
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Ordinary
Shares may be a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other, tax laws.
Each Shareholder is urged to consult their independent professional adviser
immediately regarding the tax consequences of accepting the Tender Offer.
Furthermore, the payment and settlement procedure with respect to the Tender
Offer complies with the relevant UK rules, which differ from the United States
payment and settlement procedures, particularly with regard to the date of
payment of consideration.

It may be difficult for U.S. holders of Ordinary Shares to enforce their
rights or to bring a claim arising out of the United States federal securities
laws because the Company is located in a non-U.S. jurisdiction. U.S. holders
of Ordinary Shares may not be able to sue a non-U.S. company or its officers
or directors in a non-U.S. court for violations of U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to the judgement of a U.S. court.

Due to U.S. regulatory requirements, none of the Company, Investec or J.P.
Morgan Cazenove will make any purchases of, or arrangements to purchase,
Ordinary Shares on a principal basis during the period in which the Tender
Offer remains open for acceptance, other than in connection with the Tender
Offer, including sales and purchases of Ordinary Shares effected by Investec
or J.P. Morgan Cazenove acting as market maker in the Ordinary Shares.

It is a violation of Rule 14e-4 under the Exchange Act ("Rule 14e-4") for a
person acting alone or in concert with others, directly or indirectly, to
tender shares for such person's own account unless at the time of tender and
at the latest time and date to submit Tender Forms and submission of TTE
instructions from shareholders such person has a "net long position" in (a)
the shares that is equal to or greater than the amount tendered and will
deliver or cause to be delivered such shares for the purpose of tendering to
Investec within the period specified in the Tender Offer or (b) other
securities immediately convertible into, exercisable for or exchangeable into
shares ("Equivalent Securities") that is equal to or greater than the amount
tendered and, upon the acceptance of such tender, will acquire such shares by
conversion, exchange or exercise of such Equivalent Securities to the extent
required by the terms of the Tender Offer and will deliver or cause to be
delivered such shares so acquired for the purpose of tender to us within the
period specified in the Tender Offer. Rule 14e-4 also provides a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person. As such, a tender of shares made pursuant to any method of
delivery set forth herein will also constitute the tendering shareholder's
representation and warranty to Investec that (a) such shareholder has a "net
long position" in shares or Equivalent Securities at least equal to the shares
being tendered within the meaning of Rule 14e-4, and (b) such tender of shares
complies with Rule 14e-4.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY UNITED
STATES STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR
DISAPPROVED OF THE TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS
DOCUMENT OR DETERMINED WHETHER THIS DOCUMENT IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

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