REG - FD Technologies PLC - Scheme of Arrangement Effective

FD TechnologiesAnnouncement

21/07/2025 12:15

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RNS Number : 9004R  FD Technologies PLC  21 July 2025

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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

21 July 2025

RECOMMENDED ACQUISITION

OF

FD TECHNOLOGIES PUBLIC LIMITED COMPANY ("FD TECHNOLOGIES")

BY

KAIROS BIDCO LIMITED ("BIDCO")

(a newly formed company indirectly owned by entities forming part of TA Fund
XV)

Scheme of Arrangement Effective

On 8 May 2025, the boards of directors of FD Technologies and Bidco announced
that they had reached agreement on the terms and conditions of a recommended
acquisition pursuant to which Bidco will acquire the entire issued, and to be
issued, ordinary share capital of FD Technologies (the "Acquisition"). The
Acquisition is being effected by means of a scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme").

The circular relating to the Scheme was published by FD Technologies on 5 June
2025 (the "Scheme Document"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme Document.

On 17 July 2025, FD Technologies and Bidco announced that the High Court of
Justice in Northern Ireland had made an order sanctioning the Scheme under
section 899 of the Companies Act at the Court Sanction Hearing on that day.

Scheme effective

FD Technologies and Bidco are pleased to announce that, following delivery of
the Court Order to the Registrar of Companies today, the Scheme has now become
Effective in accordance with its terms.

Suspension and cancellation of listing and trading

The admission to trading of FD Technologies' Shares on AIM and Euronext Growth
Dublin were suspended with effect from 7.30 a.m. today.

Following applications to the London Stock Exchange and to Euronext, the
cancellations of the admission to trading of FD Technologies' Shares on AIM
and Euronext Growth Dublin are expected to take effect at 7.00 a.m. tomorrow
morning.

As a result of the Scheme becoming Effective, share certificates in respect of
FD Technologies Shares cease to be valid documents of title and entitlements
to FD Technologies Shares held in uncertificated form in CREST are being
cancelled.

Results of the Alternative Offer and settlement of consideration

A Scheme Shareholder on the register of members of FD Technologies at the
Scheme Record Time, being 6.00 p.m. on 18 July 2025, who did not elect for the
Alternative Offer will be entitled to receive £24.50 in cash for each Scheme
Share held.

As the number of valid elections for the Alternative Offer would have required
the issue of Rollover Securities exceeding the Alternative Offer Maximum,
Scheme Shareholders who made valid elections for the Alternative Offer have
had such elections scaled down on a pro rata basis by approximately 57.46 per
cent. therefore, a Scheme Shareholder on the register of members of FD
Technologies at the Scheme Record Time who elected for the Alternative Offer
in advance of the Alternative Offer Election Return Time (each, an "Electing
Shareholder") will be entitled to receive, pursuant to the Rollover Mechanism,
approximately 1042 Rollover Shares and approximately £14.08 in cash for each
Scheme Share held (with any fractions of a Rollover Share resulting from such
scaling being rounded down to the nearest whole number of a Rollover Share).

Settlement of the cash consideration to which each Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or electronic
payment mandate (for Scheme Shareholders holding Scheme Shares in certificated
form) or the crediting of CREST accounts (for Scheme Shareholders holding
Scheme Shares in uncertificated form) (or other such method approved by the
Panel) as soon as practicable and in any event not later than 14 days after
the Effective Date (i.e. by 4 August 2025), as set out in Clause 5 of the
Scheme Document.

Regardless of whether the Scheme Shares are held at the Scheme Record Time in
certificated or uncertificated form, definitive certificates for the Rollover
Shares will be dispatched by first class post (or by international post or
airmail, if overseas) as soon as practicable and in any event not later than
14 days after the Effective Date (i.e. by 4 August 2025). No certificates for
Rollover Shares will be despatched to addresses in Restricted Jurisdictions.
Further information regarding the settlement of consideration pursuant to the
Alternative Offer is available in Clause 5 of Part V (The Scheme of
Arrangement) of the Scheme Document.

All cheques for the cash consideration and definitive certificates for the
Rollover Shares will be despatched to the person entitled thereto at the
address as appearing in the register of members of FD Technologies as at the
Scheme Record Time or in accordance with any special standing instructions
regarding communications (except that, in the case of joint holders, Bidco
reserves the right to make such cheques payable to the joint holder whose name
stands first in the register of members of FD Technologies in respect of such
holding at the Scheme Record Time or to make such cheques payable to all joint
holders). None of FD Technologies, Bidco, any nominee(s) of FD Technologies or
Bidco, or any of their respective agents shall be responsible for any loss or
delay in the transmission of cheques sent in this way, and such cheques shall
be sent at the risk of the person or persons entitled thereto.

Board changes

As the Scheme has now become Effective, FD Technologies announces that, as of
today's date, Donna Troy, Ayman Sayed, Thomas Seifert and Usama Fayyad have
stepped down from the FD Technologies Board.

General

Full details of the Acquisition are set out in the Scheme Document.

FD Technologies is no longer in an "Offer Period" as defined in the Takeover
Code, and accordingly, the dealing disclosure requirements previously notified
to shareholders no longer apply.

References to times are to London, United Kingdom time unless otherwise
stated.

Enquiries:

 TA and Bidco                                                                    +1 617 574 6700
 Maggie Benoit
 Jefferies International Limited (Financial Adviser to TA and Bidco)             +44 (0)20 7029 8000
 Jason Greenberg
 Paul Bundred
 Nandan Shinkre
 Thomas Bective
 FD Technologies                                                                 +44 (0)28 3025 2242
 Derek Brown, Head of Investor Relations
 Rothschild & Co (Joint Financial Adviser and Rule 3 Adviser to FD               +44 (0)20 7280 5000
 Technologies)
 Warner Mandel
 Anton Black
 Mitul Manji
 J.P. Morgan Cazenove (Joint Financial Adviser and Joint Corporate Broker to FD  +44 (0)20 3493 8000
 Technologies)
 James A. Kelly

 Mose Adigun

 Jonty Edwards
 Investec Bank plc (Nominated Adviser and Joint Corporate Broker to FD           +44 (0)20 7597 5970
 Technologies)
 Carlton Nelson

 Virginia Bull

 James Smith
 Goodbody Stockbrokers UC (Euronext Growth Listing Sponsor and Joint Corporate   +353 1 667 0400
 Broker to FD Technologies)

 Tom Nicholson

 Jason Molins

 Linda Clarke
 FTI Consulting (Financial PR)                                                   +44 (0)20 3727 1000

                                                                               fdtechnologies@fticonsulting.com
 Matt Dixon

 Dwight Burden

 Victoria Caton

Latham and Watkins LLP is acting as legal adviser to TA and Bidco in
connection with the Acquisition. Arthur Cox is providing advice to TA and
Bidco on Northern Ireland and Republic of Ireland legal matters.

Allen Overy Shearman Sterling LLP is acting as legal adviser to FD
Technologies in connection with the Acquisition.

Important Notices

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting as financial adviser to TA and Bidco
and no one else in connection with the matters described in this announcement
and will not be responsible to anyone other TA and Bidco for providing the
protections offered to clients of Jefferies or for providing advice in
connection with any matter referred to in this announcement. Neither Jefferies
nor any of its affiliates 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
Jefferies in connection with this announcement, any statement contained herein
or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the UK by the FCA, is acting exclusively as
financial adviser for FD Technologies and for no one else in connection with
the subject matter of this announcement and will not be responsible to anyone
other than FD Technologies for providing the protections afforded to clients
of Rothschild & Co nor for providing advice in connection with the subject
matter of this announcement or any matter referred to herein. Neither
Rothschild & Co 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
Rothschild & Co in connection with this announcement, any statement
contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the UK by
the PRA and regulated in the UK by the PRA and the FCA. J.P. Morgan Cazenove
is acting as financial adviser exclusively for FD Technologies 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 in this
announcement and will not be responsible to anyone other than FD Technologies
for providing the protections afforded to clients of J.P. Morgan Cazenove or
its affiliates, nor for providing advice in relation to any matter or
arrangement referred to herein.

Investec Bank plc ("Investec"), which is authorised by the PRA and regulated
by the FCA and the PRA in the UK, is acting exclusively for FD Technologies
and for no one else in connection with the subject matter of this announcement
and will not regard any other person as its client in relation to the subject
matter of this announcement and will not be responsible to anyone other than
FD Technologies for providing the protections afforded to the clients of
Investec, or for providing advice in connection with the subject matter of
this announcement, the content of this announcement or any other matters
referred to herein. Neither Investec nor any of its subsidiaries, branches or
affiliates 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 Investec in connection with
the subject matter of this announcement, any statement contained herein or
otherwise.

This announcement is for informational purposes only and is not intended to
and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law or regulation. In particular, this announcement is not an offer
of securities for sale into the United States or in any other jurisdiction. No
offer of securities shall be made in the United States absent registration
under the US Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. Any securities
issued in the Acquisition are anticipated to be issued in reliance upon an
exemption from such registration requirements pursuant to Section 3(a)(10) of
the US Securities Act.

The Acquisition will be made solely by means of the Scheme Document, or (if
applicable) pursuant to an Offer Document to be published by Bidco, which (as
applicable) contains or will contain the full terms and conditions of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition, should be made only on the basis of the information contained in
such document(s). As explained below, if Bidco ultimately seeks to implement
the Acquisition by way of a Takeover Offer, that offer will be made in
compliance with applicable US laws and regulations.

This announcement does not constitute a prospectus, a prospectus equivalent
document or a prospectus exempted document.

This announcement has been prepared for the purpose of complying with English
and Northern Irish law and the Takeover Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions other than
England and Northern Ireland.

Overseas Shareholders

This announcement has been prepared for the purposes of complying with
Northern Irish law, the applicable requirements of the Takeover Code, the
Market Abuse Regulation, the AIM Rules and the Euronext Growth Rule Book and
the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
or regulations of jurisdictions outside Northern Ireland.

The Acquisition is subject to the applicable rules and regulations of the FCA,
the London Stock Exchange and the Takeover Code.

Each FD Technologies Shareholder is advised to consult its independent
professional adviser regarding the tax consequences to it (or to its
beneficial owners) of the Acquisition.

The availability of the Acquisition to FD Technologies Shareholders who are
not resident in and citizens of the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom or who are
subject to the laws of other jurisdictions should inform themselves of, and
observe, any applicable legal, regulatory or other requirements of their
jurisdictions. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction to
participate in the Acquisition may be affected by the laws of the relevant
jurisdictions in which they are located or to which they are subject. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders is contained in paragraph 19 of Part II of the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition 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
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

The availability of the Alternative Offer under the Acquisition to FD
Technologies' 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 legal or regulatory requirements.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the Acquisition
is implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

Notice to US FD Technologies Shareholders

The Acquisition relates to the shares of a Northern Irish company and is being
made by means of a scheme of arrangement provided for under the laws of
Northern Ireland. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer or the proxy solicitation rules under the
US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and
procedural requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the US tender
offer and proxy solicitation rules. The financial information included in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the offer document) has been prepared in accordance with generally
accepted accounting principles of the UK and thus may not be comparable to the
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States. Each FD Technologies Shareholder is urged to consult its
independent professional adviser immediately regarding the tax consequences to
it (or to its beneficial owners) of the Acquisition.

The Rollover Securities issued under the Alternative Offer have not been, and
will not be, registered under the US Securities Act or under the relevant
securities laws of any state or territory or other jurisdiction of the United
States, will not be listed on any stock exchange in the United States and may
not be offered or sold in the United States absent registration or an
available exemption from, or a transaction not subject to, the registration
requirements of under the US Securities Act. To the extent Bidco effects the
Alternative Offer as a scheme of arrangement under the laws of Northern
Ireland, the Rollover Securities will be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts
securities issued in specified exchange transactions from the registration
requirements of the US Securities Act where, among other things, the fairness
of the terms and conditions of the issuance and exchange of such securities
have been approved by a court or governmental authority expressly authorised
by law to grant such approval, after a hearing upon the fairness of the terms
and conditions of the exchange at which all persons to whom the Rollover
Securities are proposed to be issued have the right to appear and receive
adequate and timely notice thereof.

Where Bidco believes that an election for the Alternative Offer by any FD
Technologies Shareholder may infringe applicable legal or regulatory
requirements, or may result in a requirement for a registration under the US
Securities Act, US Exchange Act or any other securities laws in the United
States, Bidco will have the right to deem that such FD Technologies
Shareholder has not elected for the Alternative Offer and such FD Technologies
Shareholder will instead receive cash consideration in respect of the FD
Technologies Shares which were subject to such an election in accordance with
the terms of the Cash Offer.

Following the Scheme becoming effective and except with the approval of Topco,
the Rollover Shares may not be offered, sold, resold, taken up, delivered or
transferred, directly or indirectly, in or into the United States or to or for
the account or benefit of any person believed to be a US Person, or in any
other manner whatsoever, as a result of which a registration under the US
Securities Act or the US Exchange Act would be required. Any transfer of
Rollover Shares to a US Holder shall require the approval of Topco.

If, in the future, Bidco exercises its right to implement the Acquisition by
means of a Takeover Offer (with the consent of the Panel and subject to and in
accordance with the terms of the Co-operation Agreement) which is to be made
into the United States, such a Takeover Offer will be made in compliance with
all applicable US laws and regulations, including any applicable exemptions
under the US Exchange Act, and, in respect of the issuance of Rollover
Securities, pursuant to exemptions from, or in transactions not subject to,
the registration requirements under the US Securities Act. Such a Takeover
Offer would be made in the United States by Bidco and no one else.

An FD Technologies Shareholder who is an "affiliate" (within the meaning of
the US Securities Act) of the FD Technologies Group prior to or after the
Effective Date who receives Rollover Securities, will receive "restricted
securities" as defined in Rule 144 under the US Securities Act. Under
applicable US federal securities laws, persons who are or will be "affiliates"
of the FD Technologies Group, within the meaning of the US Securities Act may
not resell the Rollover Securities received as a result of the Alternative
Offer without registration under the US Securities Act, except pursuant to the
applicable resale provisions of Rule 144 under the US Securities Act or
another applicable exemption from registration or in a transaction not subject
to registration (including a transaction that satisfies the applicable
requirements of Regulation S under the US Securities Act). Whether a person is
an affiliate of a company for purposes of the US Securities Act depends on the
circumstances, but affiliates can include certain officers, directors and
significant shareholders. Persons who believe they may be affiliates of FD
Technologies should consult their own legal advisers before any sale of
securities received in the Alternative Offer.

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved or passed judgement upon the fairness
or the merits of the Alternative Offer or determined if the Scheme Document is
adequate, accurate or complete. Any representation to the contrary is a
criminal offence in the US. The receipt of cash consideration by a US FD
Technologies Shareholder as consideration for the transfer of its FD
Technologies Shares pursuant to the Acquisition may be a taxable transaction
for United States federal income tax purposes and may also be a taxable
transaction under applicable state and local tax laws, as well as non-US and
other tax laws. The Rollover Mechanism may allow Rollover Shareholders who are
U.S. persons to roll their equity in FD Technologies into Rollover Shares on a
tax-deferred basis for U.S. tax purposes, however, no guarantee can be
provided that such treatment will be achieved. Each US FD Technologies
Shareholder is urged to consult its independent professional tax adviser
immediately regarding the tax consequences of the Acquisition (including the
Alternative Offer) applicable to them, including under applicable United
States and local, as well as overseas and other, tax laws.

In the event that the Acquisition is implemented by way of a Takeover Offer
(with the consent of the Panel and subject to and in accordance with the terms
of the Co-operation Agreement), in accordance with normal UK practice and
pursuant to Rule 14e-5(b), Bidco or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of FD Technologies outside of the US,
other than pursuant to such a Takeover Offer, during the period in which such
a Takeover Offer would remain open for acceptances. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.

FD Technologies and Bidco are both incorporated under the laws of Northern
Ireland. Some or all of the officers and directors of FD Technologies and
Bidco, respectively, are residents of countries other than the United States.
In addition, some or all of the assets of FD Technologies and Bidco are or may
be located in jurisdictions outside of the United States. As a result, it may
be difficult for US holders of FD Technologies Shares to enforce their rights
and any claim arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the federal and state securities laws
of the United States. US holders of Scheme Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of the US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's judgment.

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

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