REG - FD Technologies PLC - TENDER OFFER RESULTS AND TOTAL VOTING RIGHTS

FD TechnologiesAnnouncement

24/01/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250124:nRSX5336Ua&default-theme=true

RNS Number : 5336U  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                                                      +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

 

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTEFFFVLLEIVFIE