REG - FD Technologies PLC TA Associates Mgmt - Statement regarding Possible Offer

FD TechnologiesAnnouncement

07/05/2025 11:30

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RNS Number : 7064H  FD Technologies PLC  07 May 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 THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

7 May 2025

FD Technologies plc

Statement regarding possible offer

The Board of FD Technologies plc ("FD Technologies" or the "Company") notes
the recent movement in its share price and confirms that it is in advanced
discussions with TA Associates Management, L.P. ("TA Associates"), after
having received a number of non-binding proposals in relation to a possible
cash offer by funds managed by TA Associates for the entire issued and to be
issued share capital of the Company.

The most recent proposal was received from TA Associates on 24 March 2025 in
relation to a possible cash offer of £24.50 per FD Technologies share (the
"Possible Offer"). The Possible Offer includes an unlisted share alternative.

The Possible Offer is at a level which, should a firm offer be made on the
same financial terms, the Board of FD Technologies would be minded to
recommend such a firm offer to FD Technologies shareholders, subject to the
agreement of other customary terms and conditions.

There can be no certainty that a firm offer will be made. A further
announcement will be made if and when appropriate.

In accordance with Rule 2.6(a) of the Code, TA Associates is required, by not
later than 5.00 p.m. on 4 June 2025, to either announce a firm intention to
make an offer for the Company in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer for the Company, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Code applies. This deadline can be extended with the consent of the Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the Code, TA Associates reserves the right
to make an offer for FD Technologies at a lower value or on less favourable
terms than the Possible Offer: (i) with the agreement or recommendation of the
Board of FD Technologies; (ii) if a third party announces a firm intention to
make an offer for FD Technologies which, at that date, is of a value less than
the value of the Possible Offer; or (iii) following the announcement by FD
Technologies of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code
or a reverse takeover (as defined in the Code). If FD Technologies declares,
makes or pays any dividend or distribution or other return of value or payment
to its shareholders, TA Associates reserves the right to make an equivalent
reduction to the Possible Offer. TA Associates also reserves the right to
introduce other forms of consideration and/or vary the form and/or mix of the
consideration it would offer.

This announcement has been made with the consent of TA Associates.

The person responsible for arranging the release of this announcement on
behalf of FD Technologies is Colette McMullan, Company Secretary.

Contacts

FD Technologies
 
+44 (0)28 3025 2242

Seamus Keating, Chief Executive Officer

Ryan Preston, Chief Financial Officer

Derek Brown, SVP Investor Relations

 

Rothschild & Co (Joint Financial Adviser)
 
                                    +44
(0)20 7280 5000

Anton Black

Warner Mandel

Mitul Manji

 

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

James A. Kelly

Mose Adigun

Jonty Edwards

 

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

Carlton Nelson

Virginia Bull

James Smith

Allen Overy Shearman Sterling LLP is acting as legal adviser to FD
Technologies in relation to the matters referred to in this announcement.

Inside Information

The information contained within this announcement is deemed by FD
Technologies to constitute inside information as stipulated under the Market
Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018). On the publication of this
announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

Notice related to financial advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively 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 its clients or for providing advice in connection with the subject
matter of this announcement.

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 United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the PRA and the Financial Conduct Authority. 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 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange 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 securities
exchange 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 securities exchange 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
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange 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 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange 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 securities exchange 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 (London
time) 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 securities exchange 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
(http://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)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.fdtechnologies.com by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, FD Technologies confirms that as at
the close of business on 6 May 2025 its issued share capital consisted of
22,105,740 ordinary shares of 0.5 pence each. The International Securities
Identification Number for FD Technologies' ordinary shares is GB0031477770.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of FD Technologies who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of FD Technologies
who are not resident in the United Kingdom will need to inform themselves
about, and observe any applicable requirements.

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