REG - TA Associates Mgmt FD Technologies PLC - Scheme Conditions And Alternative Offer Update

FD TechnologiesAnnouncement

18/06/2025 07:02

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RNS Number : 2725N  TA Associates Management, L.P  18 June 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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

18 June 2025

RECOMMENDED ACQUISITION

of

FD TECHNOLOGIES PUBLIC LIMITED COMPANY

by

KAIROS BIDCO LIMTIED

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

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

SCHEME CONDITIONS AND ALTERNATIVE OFFER UPDATE

On 8 May 2025, the Boards of directors of FD Technologies public limited
company ("FD Technologies") and Kairos Bidco Limited ("Bidco"), a newly formed
company indirectly owned by entities forming part of TA Fund XV, 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 share capital of FD Technologies (the "Acquisition"). The Acquisition
is being implemented by means of a scheme of arrangements under Part 25 of the
Companies Act 2006 (the "Scheme").

On 5 June 2025, FD Technologies published a circular in relation to the Scheme
(the "Scheme Document"). Capitalised terms used in this announcement shall,
unless otherwise defined, have the same meaning as set out in the Scheme
Document.

Update on Conditions

Bidco is pleased to announce that the applicable waiting period under the
Hart-Scott-Rodino Act in respect of the Acquisition expired at 23:59 (Eastern
Daylight Time) on 9 June 2025. Accordingly, Condition 3(b) (as set out in Part
III of the Scheme Document) has been satisfied.

The Scheme remains subject to certain other Conditions set out in Part III of
the Scheme Document including, amongst other things, the receipt of regulatory
clearances under the NSI Act; sanction by the Court at the Court Sanction
Hearing; and the delivery of a copy of the Court Order to the Registrar of
Companies.

Topco Shareholders' Agreement

As explained in more detail in the Scheme Document, as an alternative to the
Cash Offer, eligible Scheme Shareholders may elect for the Alternative Offer,
pursuant to which they will receive unlisted securities in the capital of
Topco ("Rollover Shares") in a ratio of 2,450 Rollover Shares for each FD
Technologies Share held, subject to the terms and conditions of the
Alternative Offer. The holders of Rollover Shares will have the rights and be
subject to the obligations set out in the Topco Shareholders' Agreement and
the Topco Articles.

Since the publication of the Scheme Document, certain minor and clarificatory
amendments have been made to the Topco Shareholders' Agreement (such revised
Topco Shareholders' Agreement being the "Revised Topco Shareholders'
Agreement") and the Topco Articles (such revised Topco Articles being the
"Revised Topco Articles") for the benefit of the Rollover Shareholders.
Notable amendments include, amongst other things:

·    certain modifications: (i) extending the reserved matters regime to
apply to all Bidco Group entities and to actions taken by the Investor
Directors (as defined in the Revised Topco Shareholders' Agreement) rather
than just to actions of Bidco; (ii) clarifying that the pre-emption provisions
given in favour of Rollover Shareholders shall also apply to the issuance of
debt securities (and not only equity securities) by the Bidco Group; (iii)
providing carve-outs from the confidentiality undertakings in order to permit
members of the Rollover Shareholder Majority to disclose confidential
information in limited circumstances including to finance providers and
professional advisers; and (iv) to clarify that the exit provisions shall not
apply in respect of a "right-of-first-offer" (as described in the Scheme
Document) nor shall they restrict Rollover Shareholders from obtaining
separate professional advice in relation to an exit;

·    clarifying that each Investor and member of the Bidco Group shall be
required to obtain the consent of the Rollover Shares Majority in certain
additional scenarios, including: (i) in order for a third-party buyer to pay
Rollover Shareholders cash consideration in respect of a "drag-along" or
"tag-along" transaction when the buyer is offering an alternative form of
consideration to other holders of Topco Shares; (ii) in order to make
amendments to the documentation which adversely and disproportionately impact
Rollover Shareholders, regardless of whether such amendments are "material",
and (iii) in order for any other Investor (as defined in the Revised Topco
Articles) to transfer Topco Shares without having to comply with the
"tag-along" provisions;

·    clarifying the requirement for incoming Rollover Shareholders to
enter into a deed of adherence and limiting the scope of the power of attorney
provided in connection with the Relevant Clauses (as defined therein) such
that it first requires a breach of the "drag-along" provisions by the relevant
holder of Topco Shares before the power of attorney applies; and

·    correcting certain typographical and cross-referencing errors and
ensuring there is a consistent use of definitions (where appropriate) across
the Revised Topco Shareholders' Agreement and Revised Topco Articles.

For the avoidance of doubt, none of these changes conflict with the details of
the Rollover Shares (and the particular rights attaching to Rollover Shares)
as set out in Part VI of the Scheme Document.  Copies of the Revised Topco
Shareholders' Agreement and the Revised Topco Articles will, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
be made available on FD Technologies' website at
https://fdtechnologies.com/recommended-acquisition-of-fdtech-by-kairos-bidco
(https://fdtechnologies.com/recommended-acquisition-of-fdtech-by-kairos-bidco)
.

Irrevocable Undertakings

Copies of the irrevocable undertakings remain available on FD Technologies'
website at
https://fdtechnologies.com/recommended-acquisition-of-fdtech-by-kairos-bidco
(https://fdtechnologies.com/recommended-acquisition-of-fdtech-by-kairos-bidco)
.

In relation to the irrevocable undertaking provided by Juliana Conlon it is
noted that, in addition to the 2,219,747 FD Technologies Shares held by
Juliana Conlon, an additional 23,500 Connected Shares (as defined in the
irrevocable undertaking), have been identified by Juliana Conlon who has
undertaken to procure votes in favour of the Scheme in respect of representing
in total 2,243,247 FD Technologies Shares or 10.1 per cent. of the issued
share capital of FD Technologies.

Therefore, Bidco has received irrevocable undertakings in respect of a total
of 12,599,653 FD Technologies Shares, representing approximately 56.8 per
cent. of the issued share capital of FD Technologies.

Only the irrevocable undertaking provided to Bidco by Irenic obligates them to
elect for the Alternative Offer. The terms of the irrevocable undertakings
from each of Gumshoe and Juliana Conlon in relation to their holdings of FD
Technologies Shares do not obligate them to elect for the Alternative Offer in
respect of their FD Technologies Shares under the terms of such irrevocable
undertakings.

Subject to the above, the irrevocable undertakings provided are otherwise on
the terms and subject to the conditions detailed in the Scheme Document.

Actions to be taken

As described in the Scheme Document, in order to become Effective, the Scheme
will require, among other things, that a majority in number of the Scheme
Shareholders present and voting (and entitled to vote) either in person or by
proxy, representing not less than 75 per cent. in value of the Scheme Shares
held by such Scheme Shareholders, vote in favour of the Scheme at the Court
Meeting, and that the requisite majority of FD Technologies Shareholders
approve the Special Resolution relating to the Scheme at the General Meeting.
The Scheme is also subject to the satisfaction or (where applicable) waiver of
the Conditions and further terms set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, both of which will be
held at the offices of Allen Overy Shearman Sterling LLP, One Bishops Square,
London E1 6AD on 30 June 2025, are set out in Part XIV (Notice of Court
Meeting) and Part XV (Notice of General Meeting), respectively, of the Scheme
Document. The Court Meeting will start at 10.00 a.m. on that date and the
General Meeting will start at 10.15 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair
representation of opinion of the Scheme Shareholders. Scheme Shareholders are
therefore strongly urged to: (i) sign and return their Forms of Proxy by post;
or (ii) transmit a proxy appointment and voting instruction online via Neville
Registrars' online facility or through the CREST electronic proxy appointment
service, as soon as possible.

Holders of Scheme Shares should read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

 

Enquiries

 TA and Bidco                                                                    +1 617 574 6700
 Maggie Benoit
 Jefferies International Limited +44 (0)20 7029 8000 (Financial Adviser to TA    +44 (0)20 7029 8000
 and Bidco)
 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 Adviser)                              +353 1 667 0400

 Tom Nicholson
 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.

Further Information

This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of an offer to
buy any securities or any vote or approval in any jurisdiction, pursuant to
the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document which,
together with the Forms of Proxy and the Form of Election, shall contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any decision in respect of the Acquisition
should be made only on the basis of the information in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document).

This announcement has been prepared for the purpose of complying with English
law and the 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 outside England and Wales.

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

Overseas Shareholders

This Document 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 Document 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.

FD Technologies and Bidco urge FD Technologies Shareholders to read the Scheme
Document (including the associated Forms of Proxy) (and/or, in the event that
the Acquisition is to be implemented by way of a Takeover Offer, the offer
document) because it contains important information relating to the
Acquisition. Any decision to vote in respect of the resolutions to be proposed
at the FD Technologies Meetings, and any decision in respect of the Scheme
should be made only on the basis of information contained in the Scheme
Document (and/or, in the event that the Acquisition is to be implemented by
way of a Takeover Offer, the offer document).

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 or to vote their FD Technologies Shares with
respect to the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf, or to elect for the
Alternative Offer, 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.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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 p.m. (London time) on the tenth Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the tenth 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 before the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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 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 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover
Code applies must be made by no later than 3.30 p.m. (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 of the Takeover
Code.

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 of the Takeover Code).

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 Panel's website at
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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 207 638 0129.

In this summary of certain disclosure requirements of the Takeover Code,
Business Day has the meaning given to it in the Takeover Code.

Publication on a website

A copy of this announcement will be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on FD
Technologies' website at
https://fdtechnologies.com/recommended-acquisition-of-fdtech-by-kairos-bidco
by no later than 12.00  noon on the Business Day following the date of this
announcement. For the avoidance of doubt, the  contents of this website are
not incorporated into and do not form part of this announcement.

 

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