REG - TA Associates Mgmt FD Technologies PLC - RECOMMENDED ACQUISITION OF FD TECHNOLOGIES PLC
Thu 07:01
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RNS Number : 8543H TA Associates Management, L.P 08 May 2025
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
8 May 2025
RECOMMENDED ACQUISITION
OF
FD Technologies plc ("FD Technologies")
BY
KAIROS Bidco LIMITED ("Bidco")
(a newly formed company indirectly owned by entities forming part of TA FUND
XV)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of Bidco and FD Technologies are pleased
to announce that they have reached agreement on the terms of a recommended
acquisition by Bidco of the entire issued and to be issued ordinary share
capital of FD Technologies (the "Acquisition"). The Acquisition is intended to
be implemented by means of a court-sanctioned scheme of arrangement under Part
26 of the Companies Act.
The Cash Offer
· Under the terms of the Acquisition, which will be
subject to the Conditions and further terms set out in Appendix 1 to this
Announcement and to be set out in the Scheme Document, FD Technologies
Shareholders at the Scheme Record Time will be entitled to receive:
for each FD Technologies Share: £24.50 in cash (the "Cash Offer")
· The Cash Offer values the entire issued, and to be
issued, ordinary share capital of FD Technologies at approximately £570
million.
· The Cash Offer represents a premium of
approximately:
- 47.8 per cent. to the Closing Price of £16.58 per FD
Technologies Share on 21 March 2025 (being the last trading day before the
Possible Offer Date);
- 50.9 per cent. to the twelve-month volume weighted
average price of £16.24 per FD Technologies Share during the twelve-month
period ended on 6 May 2025 (being the last trading day before the commencement
of the Offer Period); and
- 27.1 per cent. to the Closing Price of £19.28 per FD
Technologies Share on 6 May 2025 (being the last trading day before the
commencement of the Offer Period).
The Alternative Offer
· As an alternative to the Cash Offer, eligible FD
Technologies Shareholders may elect to receive Rollover Shares in respect of
their entire holding of FD Technologies Shares (subject to any "scale-back" as
a result of the Alternative Offer Maximum, defined below) at the Scheme Record
Time in the following ratio:
for each FD Technologies Share: 2,450 Rollover Shares (the
"Alternative Offer")
· The Rollover Shares will be issued pursuant to the
mechanism described in paragraph 14 and Appendix 4 to this Announcement and to
be set out in more detail in the Scheme Document.
· The Alternative Offer will be limited to
14,600,000,000 Rollover Shares, representing approximately 37 per cent. of the
issued Topco Shares as at the Effective Date and is available in respect of a
maximum of approximately 27 per cent. of FD Technologies Shares in issue as at
the Latest Practicable Date (the "Alternative Offer Maximum"). To the extent
that valid elections for the Alternative Offer received cannot be satisfied in
full, the number of Rollover Shares to be issued to each eligible and electing
FD Technologies Shareholder will be scaled back as nearly as possible on a
pro-rata basis with the remaining consideration payable in cash at a value per
FD Technologies Share equivalent to the Cash Offer (with any fractions of a
Rollover Share resulting from such scaling being rounded down to the nearest
whole number of a Rollover Share, as set out in paragraph 14 and Appendix 4 to
this Announcement).
· FD Technologies Shareholders who do not validly
elect to receive the Alternative Offer will automatically receive the Cash
Offer in respect of their entire holding of FD Technologies Shares. Further
details in relation to making an election for the Alternative Offer will be
contained in the Scheme Document and Form of Election.
· The Alternative Offer is not being offered, sold,
delivered or made available, directly or indirectly, in whole or in part, in
or into any Restricted Jurisdiction and individual acceptances of the
Alternative Offer will only be valid if all regulatory approvals required by
an FD Technologies Shareholder to acquire the Rollover Shares have been
obtained.
· For the purposes of Rule 24.11 of the Takeover
Code, Jefferies, as financial adviser to Bidco will provide an estimate of the
value of a Rollover Share, together with the assumptions, qualifications and
caveats forming the basis of its estimate of value, in a letter to be included
in the Scheme Document.
Dividends
· If any dividend, distribution and/or other return
of capital is proposed, authorised, declared, made or paid or becomes payable
in respect of FD Technologies Shares on or after the date of this Announcement
and before the Effective Date, Bidco reserves the right to reduce the
consideration (and, accordingly, the Cash Offer and the Alternative Offer) by
the amount of any such dividend, distribution and/or other return of capital,
in which case any reference in this Announcement to the consideration payable
under the Cash Offer (or under the Alternative Offer) will be deemed to be a
reference to the consideration as so reduced. Any exercise by Bidco of its
rights referred to in this paragraph shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Scheme.
Financing
· The cash consideration payable to FD Technologies
Shareholders under the terms of the Cash Offer will be financed by a
combination of: (i) equity to be invested by entities forming part of TA Fund
XV pursuant to the Equity Commitment Letter; and (ii) third party debt to be
provided by Golub Capital LLC under the Debt Commitment Letter, consisting of
certain term and revolving facilities, the proceeds of which may be used to
pay the cash consideration payable to FD Technologies Shareholders.
Compelling Strategic and Financial Rationale for the Acquisition
· TA believes that FD Technologies management has
implemented a strategy that successfully positions the KX business as a highly
differentiated offering in the data and analytics software market. Since
acquiring KX in 2019, FD Technologies has worked to develop advanced software
solutions powered by KX's industry-leading database and analytics engine. In
2024, FD Technologies further committed to its investment in KX by divesting
its First Derivative business to EPAM. This ongoing strategic focus has helped
KX establish strong customer relationships across high-performance,
data-intensive sectors such as financial services, aerospace & defence,
high-tech manufacturing, and healthcare & life sciences among others. TA
is enthusiastic about KX's long-term potential and product offering, including
the opportunity to expand its current offerings and develop new, cutting-edge
products. KX's current offerings include:
· kdb+, a real-time and historical data base
engine;
· kdb Insights, a cloud-native and
on-premises analytics platform;
· KX Delta, real-time data streaming for the
defence industry;
· KDB.AI, a vector database designed for
analytics and AI; and
· KX Sensors, large-volume streaming for the
IoT and OEM industries.
· In addition to further capitalising on these
existing products, TA believes it can support FD Technologies in maximising
KX's market opportunity by investing behind new technologies, especially as KX
competes in a more disruptive, AI-focused environment. TA expects to provide
FD Technologies and its management team with the expertise and operational and
strategic support to make prudent, long-term decisions that will maximise the
growth potential of the business.
Unanimous Recommendation by the FD Technologies Directors
The Cash Offer
· The FD Technologies Directors, who have been so
advised by Rothschild & Co and J.P. Morgan Cazenove as to the financial
terms of the Cash Offer, consider the terms of the Cash Offer to be fair and
reasonable. In providing their advice to the FD Technologies Directors,
Rothschild & Co and J.P. Morgan Cazenove have taken into account the
commercial assessments of the FD Technologies Directors. Rothschild & Co
is providing independent financial advice to the FD Technologies Directors for
the purposes of Rule 3 of the Takeover Code.
· The FD Technologies Directors consider the terms of
the Cash Offer are in the best interests of FD Technologies Shareholders as a
whole. Accordingly, the FD Technologies Directors intend to recommend
unanimously that FD Technologies Shareholders vote or procure votes to approve
the Scheme at the Court Meeting and to vote or procure votes in favour of the
Resolutions at the General Meeting as the FD Technologies Directors who hold
FD Technologies Shares at the date of this Announcement have irrevocably
undertaken to do (or procure to be done) in respect of their own beneficial
holdings, totalling 103,467 FD Technologies Shares, representing
approximately 0.5 per cent. of the issued share capital of FD Technologies as
at the Latest Practicable Date.
The Alternative Offer
· The FD Technologies Directors have reviewed the
terms of the Alternative Offer, but for the reasons described in paragraph 4
of this Announcement, the FD Technologies Directors are unable to form a view
as to whether or not the terms of the Alternative Offer are fair and
reasonable and accordingly do not intend to make any recommendation to holders
of FD Technologies Shares in relation to the Alternative Offer. In reviewing
the terms of the Alternative Offer proposed by Bidco, the FD Technologies
Directors, Rothschild & Co and J.P. Morgan Cazenove have identified
certain key disadvantages and advantages of electing for the Alternative Offer
which are set out in further detail in paragraph 4 of this Announcement. FD
Technologies Shareholders are strongly encouraged to take into account such
disadvantages and advantages, as well as a number of investment considerations
and risk factors outlined in paragraph 15 of this Announcement and their
particular circumstances, when deciding whether to elect for the Alternative
Offer in respect of their entire holding of FD Technologies Shares.
· Further details of the Alternative Offer are set
out in paragraphs 14 and 15 and Appendix 4 to this Announcement.
Irrevocable Undertakings
· Each of the FD Technologies Directors who holds FD
Technologies Shares has irrevocably undertaken to vote or procure votes in
favour of the Scheme (or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, accept or procure the acceptance of
the Takeover Offer), in respect of their entire beneficial holdings of FD
Technologies Shares.
· In addition to the irrevocable undertakings from
the FD Technologies Directors, Bidco has also received an irrevocable
undertaking from Irenic to vote (or procure the votes) in favour of the Scheme
in respect of 6,450,019 FD Technologies Shares, representing 29.2 per cent. of
the issued share capital of FD Technologies as at the Latest Practicable Date,
and to accept the Alternative Offer in respect of its entire holding of FD
Technologies Shares (the "Irenic Irrevocable").
· In addition to the irrevocable undertakings from
the FD Technologies Directors and Irenic, Bidco has also received irrevocable
undertakings from Briarwood, Gumshoe and Juliana Conlon to vote (or procure
the votes) in favour of the Scheme in respect of 6,022,667 FD Technologies
Shares, representing 27.2 per cent. of the issued share capital of FD
Technologies as at the Latest Practicable Date .
· Therefore, as at the date of this Announcement,
Bidco has received irrevocable undertakings in respect of a total of
12,576,153 FD Technologies Shares representing approximately 56.9 per cent. of
the issued share capital of FD Technologies as at the Latest Practicable Date.
Further details of these irrevocable undertakings, including the circumstances
in which they may lapse, are set out in Appendix 3 to this Announcement.
Acquisition Structure
· It is intended that the Acquisition will be
implemented by way of a court-sanctioned scheme of arrangement under Part 26
of the Companies Act. However, Bidco reserves the right to elect to implement
the Acquisition by way of a Takeover Offer, subject to the consent of the
Panel and the terms of the Co-operation Agreement.
· The terms of the Acquisition will be put to FD
Technologies Shareholders at the Court Meeting and at the General Meeting. In
order to become Effective, the Scheme must be approved by a majority in number
of the Scheme Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme Shares voted.
In addition, the Resolutions must be passed by the requisite majority or
majorities at the General Meeting. The Scheme will also need to be sanctioned
by the Court. Finally, a copy of the Court Order must be delivered to the
Registrar of Companies for registration, upon which the Scheme will become
Effective.
· The Acquisition, Cash Offer and Alternative Offer
will be made in accordance with the Takeover Code and on the terms and subject
to the Conditions which are set out in Appendix 1 to this Announcement and on
the further terms and conditions that will be set out in the Scheme Document.
The Conditions include (amongst others):
- the receipt or waiver of certain antitrust
and regulatory approvals, clearances or applicable waiting periods in the
United States and United Kingdom;
- approval from the requisite majorities of FD
Technologies Shareholders at the Court Meeting and the General Meeting;
- the sanction of the Scheme by the Court; and
- the delivery of a copy of the Court Order to
the Registrar of Companies for registration.
· It is expected that the Scheme Document, containing
further information about the Acquisition and notices of the Court Meeting and
the General Meeting, will be posted to FD Technologies Shareholders (other
than those resident in Restricted Jurisdictions) along with the Forms of Proxy
and Form of Election within 28 days of this Announcement (or such later time
as FD Technologies, Bidco and the Panel may agree) and the Meetings are
expected to be held shortly thereafter.
· The Acquisition is expected to become Effective in
the third quarter of 2025, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions of the Acquisition which
will be set out in the Scheme Document. An expected timetable of principal
events will be included in the Scheme Document.
Commenting on the Acquisition, Donna Troy, Chair of FD Technologies, said:
"We are pleased to have reached an agreement with TA which gives shareholders
the opportunity to realise value in cash at an attractive premium. The company
has been successfully repositioned as a pure-play database software business
and returned £120m of capital to shareholders following the sale of our First
Derivative consulting business. KX is now strategically positioned to execute
the next phase of development for the business. The Board is unanimous in its
belief that this transaction recognises the quality and underlying value of
the business and delivers appropriate value to shareholders."
Commenting on the Acquisition, Seamus Keating, Chief Executive Officer of FD
Technologies, said:
"I believe TA is a valuable partner for the company with a shared commitment
to enhancing KX's business and capitalising on the longer-term opportunity in
the data and analytics software market. TA has significant experience in
supporting high-growth global software businesses and we believe it is a
suitable and appropriate partner for our employees, customers and other
stakeholders."
Commenting on the Acquisition, Ashok Reddy, Chief Executive Officer of KX,
said:
"KX's high performance data and analytics software supports fast-moving,
data-intensive organizations and is foundational to the AI and analytics
stacks of global enterprises. TA's strategic and operational expertise will
support our mission to accelerate product innovation and deepen our impact
across high-growth, high-value verticals."
Commenting on the Acquisition, Hythem El-Nazer, Co-Managing Partner of TA,
said:
"With decades of experience investing in and scaling leading enterprise
software companies, TA has developed a deep understanding of what it takes to
build enduring platforms. That perspective gives us a strong appreciation for
the unique position KX holds in today's fast-moving, data and AI-driven
environment. We believe the company is well positioned to meet the growing
demand for real-time insights and help global organizations operate at the
speed of data. We're excited to partner with Ashok and the KX team to
accelerate their vision."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement. The Acquisition will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and to the full
terms and conditions which will be set out in the Scheme Document. Appendix 2
to this Announcement contains the sources of information and bases of
calculations of certain information contained in this Announcement. Appendix 3
to this Announcement contains a summary of the irrevocable undertakings
received in relation to this Acquisition. Appendix 4 to this Announcement
contains certain summary terms of Topco and the Rollover Shares. Appendix 5 to
this Announcement contains definitions of certain expressions used in this
summary and in this Announcement.
The person responsible for releasing this Announcement on behalf of FD
Technologies is Colette McMullan, Company Secretary.
Enquiries:
TA and Bidco
+1 617 574 6700
Maggie Benoit
Jefferies International
Limited
+44 (0)20 7029 8000
(Financial Adviser to TA 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
+44 (0)20 7280 5000
(Joint Financial Adviser and Rule 3 Adviser to FD Technologies)
Warner Mandel
Anton Black
Mitul Manji
J.P. Morgan Cazenove
+44 (0)20 3493 8000
(Joint Financial Adviser and Joint Corporate Broker to FD Technologies)
James A. Kelly
Mose Adigun
Jonty Edwards
Investec Bank plc
+44 (0)20 7597 5970
(Nominated Adviser and Joint Corporate Broker to FD Technologies)
Carlton Nelson
Virginia Bull
James Smith
Goodbody Stockbrokers UC
+353 1
667 0400
(Euronext Growth Adviser)
Tom Nicholson
FTI Consulting
+44 (0)20 3727 1000
(Financial PR)
fdtechnologies@fticonsulting.com
(mailto: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 about financial advisers
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.
No Offer or Solicitation
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 to be
published by FD Technologies in due course, or (if applicable) pursuant to an
Offer Document to be published by Bidco, which (as applicable) would 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.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, TA, Bidco or their nominees or 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 the Acquisition, until the date on
which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. 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 will be disclosed as required in
the UK, will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/HmvQC8p4cWJJ1Ou1Lk-U?domain=londonstockexchange.com)
.
Overseas jurisdictions
The release, publication or distribution of this Announcement, in whole or in
part, directly or indirectly, in or into or from jurisdictions other than the
United Kingdom may be restricted by the laws or regulations of those
jurisdictions and therefore persons into whose possession this Announcement
comes should inform themselves about, and observe, such restrictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their FD Technologies Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting or General
Meeting on their behalf, may be affected by the laws or regulations of the
relevant jurisdictions in which they are located. Further details in relation
to the Overseas Shareholders will be contained in the Scheme Document (or, if
the Acquisition is to be implemented by a Takeover Offer, the Offer Document).
Any failure to comply with any such restrictions may constitute a violation of
the securities laws or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law or regulation, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
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 or regulations in that jurisdiction and
no person may vote in favour of the Scheme by any such means from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws or regulations of that jurisdiction and no person may
vote in favour of the Acquisition by use of mail or any other means of
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, in whole or in part, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws or
regulations in that jurisdiction, and persons receiving this Announcement and
all documents relating to the Acquisition (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them or make them
available in, into or from such jurisdictions where to do so would violate the
laws or regulations in that 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 or regulation), the Acquisition may not be made, directly or
indirectly, in or into, or by use of mail or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facilities from within any
Restricted Jurisdiction.
The availability of the Acquisition or of Rollover Shares pursuant to the
Acquisition to FD Technologies Shareholders who are not resident in the United
Kingdom or the ability of those persons to hold such shares may be affected by
the laws or regulations 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 requirements.
The Acquisition shall be subject to the laws of Northern Ireland and the
jurisdiction of the Court and to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, Euronext, the FCA, the AIM Rules,
the Euronext Growth Rule Book and the Registrar of Companies.
Additional information for US investors in FD Technologies
FD Technologies Shareholders in the United States should note that the
Acquisition relates to the securities of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of Northern
Ireland. This Announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in accordance with
English and Northern Irish law, the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the United
States tender offer and proxy solicitation rules. If, in the future, Bidco
exercises the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the offer into the United States, the Acquisition
will be made in compliance with applicable United States laws and regulations,
including any applicable exemptions under the US Securities Act or US Exchange
Act.
The receipt of cash pursuant to the Acquisition by FD Technologies
Shareholders in the United States as consideration for the transfer of their
shares may be a taxable transaction for US federal income tax purposes and
under applicable US local and state, as well as foreign and other, tax laws.
Each FD Technologies Shareholder (including US Shareholders) is urged to
consult his independent professional adviser immediately regarding the tax
consequences of the Cash Offer to him. Neither the SEC nor any US state
securities commission has approved or disproved or passed judgment upon the
fairness or the merits of the Acquisition or determined if this Announcement
is adequate, accurate or complete. Any representation to the contrary is a
criminal offence in the US.
FD Technologies' financial statements, and all financial information that is
included in this Announcement or that may be included in the Scheme Document,
or any other documents relating to the Acquisition, have been or will be
prepared in accordance with International Financial Reporting Standards and
may not be comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared in
accordance with US generally accepted accounting principles ("US GAAP").
It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since FD Technologies is located
outside of the US, and some or all of its officers and directors may be
residents of countries other than the US, and some or all of its assets are or
may be located in jurisdictions outside of the US. US holders may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of 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
jurisdiction or judgment.
The Rollover Shares to be issued pursuant to the Acquisition have not been
registered under the US Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the US Securities Act. The Rollover Shares to be
issued pursuant to the Acquisition will be issued in reliance upon an
exemption from such registration requirements pursuant to Section 3(a)(10)
under the US Securities Act. In accordance with normal United Kingdom practice
and pursuant to Rule 14e-5(b) of the US Exchange Act, TA, Bidco or their
nominees or 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 the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective, lapses or
is otherwise withdrawn. 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 will be disclosed
as required in the UK, will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/HmvQC8p4cWJJ1Ou1Lk-U?domain=londonstockexchange.com)
.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and FD Technologies contain certain statements
which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Bidco and/or FD Technologies (as the case may be) about future
events, and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward-looking statements.
Forward-looking statements include statements typically containing words such
as "will", "may", "should", "believe", "intends", "expects", "anticipates",
"targets", "estimates" and words of similar import and including statements
relating to future capital expenditures, expenses, revenues, economic
performance, financial conditions, dividend policy, losses and future
prospects and business and management strategies and the expansion and growth
of the operations of Bidco or FD Technologies. Although FD Technologies and/or
Bidco believes that the expectations reflected in such forward-looking
statements are reasonable, FD Technologies and/or Bidco can give no assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements.
These factors include: the possibility that the Acquisition will not be
completed on a timely basis or at all, whether due to the failure to satisfy
the conditions of the Acquisition (including approvals or clearances from
regulatory and other agencies and bodies) or otherwise, general business and
economic conditions globally, industry trends, competition, changes in
government and other regulation, changes in political and economic stability
and disruptions in business operations due to reorganization activities,
interest rate and currency fluctuations.
These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks, as well as
uncertainties because they relate to events and depend on circumstances that
will occur in the future. The factors described in the context of such
forward-looking statements in this Announcement may cause the actual results,
performance or achievements of any such person, or industry results and
developments, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. No
assurance can be given that such expectations will prove to have been correct
and persons reading this Announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this Announcement. All subsequent oral or written forward-looking
statements attributable to Bidco or FD Technologies or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. Neither of Bidco or FD Technologies undertakes any obligation
to update publicly or revise forward-looking statements, whether as a result
of new information, future events or otherwise, except to the extent required
by applicable law, regulation or stock exchange rules.
No profit forecasts, estimates or quantified benefits statements
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for FD Technologies for the current or future financial years will
necessarily match or exceed historical published earnings or earnings per
share for FD Technologies.
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 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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(s),
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 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 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.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the Panel, and subject
to the terms of the Co-operation Agreement, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued ordinary share
capital of FD Technologies as an alternative to the Scheme. In such an event,
the Takeover Offer will be implemented on the same terms or, if Bidco so
decides, on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Appendix 1 to this Announcement.
Upon sufficient acceptances being received in respect of such Takeover Offer,
Bidco intends to exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act so as to acquire compulsorily the remaining FD
Technologies Shares in respect of which the Takeover Offer has not been
accepted.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on FD Technologies' website at https://www.fdtechnologies.com/
(https://www.fdtechnologies.com/) by no later than 12.00 p.m. (London time) on
the Business Day following this Announcement.
For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated into, and do
not form part of, this Announcement.
Information relating to FD Technologies Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by FD Technologies Shareholders, persons with information rights and
other relevant persons for the receipt of communications from FD Technologies
may be provided to Bidco during the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. A person may also
request that all future documents, announcements and information in relation
to the Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, FD Technologies
Shareholders, persons with information rights and participants in FD
Technologies Share Plans may request a hard copy of this Announcement by
contacting FD Technologies' registrars, Neville Registrars Ltd, Neville House,
Steelpark Road, Halesowen, West Midlands, B62 8HD, or between 9.00 a.m. to
5.00 p.m. (London time), Monday to Friday (excluding UK public holidays) on
+44 (0) 121 585 1131, with your full name and the full address to which the
hard copy may be sent (calls may be recorded and monitored for training and
security purposes). Calls are charged at the standard geographical rate and
will vary by provider. Calls from outside the United Kingdom will be charged
at the applicable international rate.
Please note the Shareholder Helpline cannot provide advice on the merits of
the Acquisition or the Scheme nor give any financial, investment, legal or tax
advice.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, FD Technologies confirms
that, as at the Latest Practicable Date, it had in issue 22,105,740 ordinary
shares of £0.005 each. No shares were held in treasury. The International
Securities Identification Number of the FD Technologies Shares is
GB0031477770.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
8 May 2025
RECOMMENDED aCQUISITION
of
FD Technologies plc ("FD Technologies")
BY
KAIROS Bidco LIMITED ("Bidco")
(a newly formed company indirectly owned by entities forming part of TA FUND
XV)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Bidco and FD Technologies are pleased to announce that they have
reached agreement on the terms of a recommended acquisition by Bidco of the
entire issued and to be issued ordinary share capital of FD Technologies (the
"Acquisition").
The Acquisition is intended to be implemented by means of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act. However, Bidco
reserves the right to elect to implement the Acquisition by way of a Takeover
Offer, subject to the consent of the Panel and the terms of the Co-operation
Agreement. The Conditions to and further terms of the Acquisition are set out
in Appendix 1 to this Announcement and the full terms and conditions of the
Acquisition will be set out in the Scheme Document.
2. The Acquisition
The Cash Offer
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and to be set out
in the Scheme Document, FD Technologies Shareholders at the Scheme Record Time
will be entitled to receive:
for each FD Technologies Share: £24.50 in cash (the "Cash Offer")
The Cash Offer values the entire issued, and to be issued, ordinary share
capital of FD Technologies at approximately £570 million.
The Cash Offer represents a premium of approximately:
· 47.8 per cent. to the Closing Price of £16.58 per FD
Technologies Share on 21 March 2025 (being the last trading day before the
Possible Offer Date);
· 50.9 per cent. to the twelve-month volume weighted average
price of £16.24 per FD Technologies Share during the twelve-month period
ended on 6 May 2025 (being the last trading day before the commencement of the
Offer Period); and
· 27.1 per cent. to the Closing Price of £19.28 per FD
Technologies Share on 6 May 2025 (being the last trading day before the
commencement of the Offer Period).
The Alternative Offer
As an alternative to the Cash Offer, eligible FD Technologies Shareholders may
elect to receive Rollover Shares in respect of their entire holding of FD
Technologies Shares (subject to any "scale-back" as a result of the
Alternative Offer Maximum, defined below) at the Scheme Record Time in the
following ratio:
for each FD Technologies Share: 2,450 Rollover Shares (the
"Alternative Offer")
The Rollover Shares will be issued pursuant to the mechanism described in
paragraph 14 and Appendix 4 to this Announcement and to be set out in more
detail in the Scheme Document.
The Alternative Offer will be limited to 14,600,000,000 Rollover Shares,
representing approximately 37 per cent. of the issued Topco Shares as at the
Effective Date, and is available in respect of a maximum of approximately 27
per cent. of FD Technologies Shares in issue as at the Latest Practicable Date
(the "Alternative Offer Maximum"). To the extent that valid elections for the
Alternative Offer received cannot be satisfied in full, the number of Rollover
Shares to be issued to each eligible and electing FD Technologies Shareholder
will be scaled back as nearly as possible on a pro-rata basis with the
remaining consideration payable in cash at a value per FD Technologies Share
equivalent to the Cash Offer (with any fractions of a Rollover Share resulting
from such scaling being rounded down to the nearest whole number of a Rollover
Share, as set out in paragraph 14 and Appendix 4 to this Announcement).
FD Technologies Shareholders who do not validly elect to receive the
Alternative Offer will automatically receive the Cash Offer in respect of
their entire holding of FD Technologies Shares. Further details in relation to
making an election for the Alternative Offer will be contained in the Scheme
Document and Form of Election.
The Alternative Offer is not being offered, sold, delivered or made available,
directly or indirectly, in whole or in part, in or into any Restricted
Jurisdiction and individual acceptances of the Alternative Offer will only be
valid if all regulatory approvals required by an FD Technologies Shareholder
to acquire the Rollover Shares have been obtained.
For the purposes of Rule 24.11 of the Takeover Code, Jefferies, as financial
adviser to Bidco will provide an estimate of the value of a Rollover Share,
together with the assumptions, qualifications and caveats forming the basis of
its estimate of value, in a letter to be included in the Scheme Document.
The Rollover Shares shall be subject to restrictions, including as to transfer
and sale. Further information on the terms of the Rollover Shares is set out
in paragraph 15 and shall be contained in the Scheme Document. Topco has
agreed to provide certain customary information rights in relation to the
Bidco Group to those certain limited person(s) who are entitled to
representation at the Topco board of directors, in accordance with those terms
detailed further in paragraph 15. Further details will be set out in the
Scheme Document.
Dividends
If any dividend, distribution and/or other return of capital is proposed,
authorised, declared, made or paid or becomes payable in respect of FD
Technologies Shares on or after the date of this Announcement and before the
Effective Date, Bidco reserves the right to reduce the consideration (and,
accordingly, the Cash Offer and the Alternative Offer) by the amount of any
such dividend, distribution and/or other return of capital, in which case any
reference in this Announcement to the consideration payable under the Cash
Offer (or under the Alternative Offer) will be deemed to be a reference to the
consideration as so reduced. Any exercise by Bidco of its rights referred to
in this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme.
Financing
The cash consideration payable to FD Technologies Shareholders under the terms
of the Cash Offer will be financed by a combination of: (i) equity to be
invested by entities forming part of TA Fund XV pursuant to the Equity
Commitment Letter; and (ii) third party debt to be provided by Golub Capital
LLC under the Debt Commitment Letter, consisting of certain term and revolving
facilities, the proceeds of which may be used to pay the cash consideration
payable to FD Technologies Shareholders.
Scheme document publication
It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting, will
be posted to FD Technologies Shareholders (other than those resident in
Restricted Jurisdictions) within 28 days of this Announcement (or such later
time as FD Technologies, Bidco and the Panel may agree) and the Meetings are
expected to be held shortly thereafter.
3. Background to and reasons for the Acquisition
TA believes that FD Technologies management has implemented a strategy that
successfully positions the KX business as a highly differentiated offering in
the data and analytics software market. Since acquiring KX in 2019, FD
Technologies has worked to develop advanced software solutions powered by KX's
industry-leading database and analytics engine. In 2024, FD Technologies
further committed to its investment in KX by divesting its First Derivative
business to EPAM. This ongoing strategic focus has helped KX establish strong
customer relationships across high-performance, data-intensive sectors such as
financial services, aerospace & defence, high-tech manufacturing, and
healthcare & life sciences among others. TA is enthusiastic about KX's
long-term potential and product offering, including the opportunity to expand
its current offerings and develop new, cutting-edge products. KX's current
offerings include:
· kdb+, a real-time and historical data base engine;
· kdb Insights, a cloud-native and on-premises analytics
platform;
· KX Delta, real-time data streaming for the defence industry;
· KDB.AI, a vector database designed for analytics and AI; and
· KX Sensors, large-volume streaming for the IoT and OEM
industries.
In addition to further capitalising on these existing products, TA believes it
can support FD Technologies in maximising KX's market opportunity by investing
behind new technologies, especially as KX competes in a more disruptive,
AI-focused environment. TA expects to provide FD Technologies and its
management team with the expertise and operational and strategic support to
make prudent, long-term decisions that will maximise the growth potential of
the business.
4. FD Technologies Recommendation
The Cash Offer
The FD Technologies Directors, who have been so advised by Rothschild & Co
and J.P. Morgan Cazenove as to the financial terms of the Cash Offer,
consider the terms of the Cash Offer to be fair and reasonable. In providing
their advice to the FD Technologies Directors, Rothschild & Co and J.P.
Morgan Cazenove have taken into account the commercial assessments of the FD
Technologies Directors. Rothschild & Co is providing independent financial
advice to the FD Technologies Directors for the purposes of Rule 3 of the
Takeover Code.
The FD Technologies Directors consider the terms of the Cash Offer are in the
best interests of FD Technologies Shareholders as a whole. Accordingly, the FD
Technologies Directors intend to recommend unanimously that FD Technologies
Shareholders vote or procure votes to approve the Scheme at the Court Meeting
and to vote or procure votes in favour of the Resolutions at the General
Meeting as the FD Technologies Directors who hold FD Technologies Shares at
the date of this Announcement have irrevocably undertaken to do (or procure to
be done) in respect of their own beneficial holdings, totalling 103,467 FD
Technologies Shares, representing approximately 0.5 per cent. of the issued
share capital of FD Technologies as at the Latest Practicable Date.
the Alternative Offer
As set out in paragraph 2 of this Announcement and as an alternative to the
Cash Offer, FD Technologies Shareholders may elect to participate in an
unlisted share alternative in respect of their entire holding of FD
Technologies Shares. Rothschild & Co and J.P. Morgan Cazenove are unable
to advise the FD Technologies Directors as to whether or not the terms of the
Alternative Offer are fair and reasonable. This is because of the significant
and variable impact of the advantages and disadvantages of the Alternative
Offer for individual FD Technologies Shareholders. In terms of the advantages,
these include, in particular, the ability to participate in the future value
creation of the FD Technologies Group. In terms of the disadvantages these
include, in particular, the terms of the Rollover Shares including the fact
that they are illiquid, cannot be transferred except in very limited
circumstances, the level of uncertainty in their future value and the
potential future dilution.
Accordingly, the FD Technologies Directors are unable to form an opinion as to
whether or not the terms of the Alternative Offer are fair and reasonable and
are not making any recommendation to FD Technologies Shareholders as to
whether or not they should elect for the Alternative Offer.
FD Technologies Shareholders should also determine whether acquiring or
holding Rollover Shares is affected by the laws or regulations of the relevant
jurisdiction in which they reside and are encouraged to consider the
advantages and disadvantages of electing for the Alternative Offer (including,
but not limited to, those set out above), and whether Rollover Shares are a
suitable investment in light of their own personal circumstances.
FD Technologies Shareholders are strongly recommended to seek their own
independent financial, tax and legal advice in light of their own particular
circumstances and investment objectives before deciding whether to elect for
the Alternative Offer. Any decision to elect for the Alternative Offer should
be based on independent financial, tax and legal advice and full consideration
of the information to be set out in the Scheme Document.
In considering the terms of the Alternative Offer, the FD Technologies
Directors, Rothschild & Co and J.P. Morgan Cazenove have considered the
key advantages and disadvantages of electing for the Alternative Offer
outlined below. Further investment considerations are outlined in paragraphs
14 and 15 and Appendix 4 to this Announcement.
Advantages of electing for the Alternative Offer
· The Alternative Offer allows eligible FD
Technologies Shareholders to invest directly in Topco, providing continued
economic exposure (indirectly) to FD Technologies under private ownership.
· The Alternative Offer allows eligible FD
Technologies Shareholders to participate in potential future value creation
and may ultimately deliver greater value than the Cash Offer (although this
cannot be guaranteed).
Disadvantages of electing for the Alternative Offer
· The Rollover Shares will comprise securities in a
private and unquoted company, and there is no expectation that they will be
listed or admitted to trading on any exchange or market for the trading of
securities, and will not be registered under the US Securities Act and will
therefore be illiquid. Any assessment of the value of the Rollover Shares
should therefore take into account an individual FD Technologies Shareholder's
assessment of an appropriate liquidity discount.
· Rollover Shareholders will only have customary
information rights if they are represented on the board of Topco, and
therefore many Rollover Shareholders (in particular smaller minority holders)
will have limited or no visibility over decisions made by Topco in relation to
its investment in, or the strategy of, the Bidco Group or any of its current
or prospective businesses.
· Upon the Scheme becoming Effective, the Bidco Group
will be controlled by entities forming part of TA Fund XV. Holders of the
Rollover Shares, which carry a very limited number of consent rights in
respect of reserved matters, will therefore have limited influence over
decisions made by Topco in relation to its indirect investment in FD
Technologies or the Bidco Group.
· The Rollover Shares will not be transferrable,
except pursuant to the "drag-along", "tag-along" and "right-of-first-offer"
provisions.
· The Rollover Shares will be of uncertain value and
there can be no assurance that any such securities will be capable of being
sold in the future or that they will be capable of being sold at the value to
be estimated by Jefferies in the Scheme Document.
· Eligible FD Technologies Shareholders will only be
able to elect for the Alternative Offer in relation to their entire holding of
FD Technologies Shares and not part only (subject to scale back as set out
below).
· Eligible FD Technologies Shareholders will have no
certainty as to the amount of Rollover Shares they would receive or the rights
attaching to such Rollover Shares because:
- the maximum number of Rollover Shares
available to FD Technologies Shareholders under the Alternative Offer will be
limited to 14,600,000,000 Rollover Shares, representing approximately 37 per
cent. of the issued Topco Shares as at the Effective Date, and is available in
respect of a maximum of and approximately 27 per cent. of FD Technologies
Shares in issue as at the Latest Practicable Date (noting that the exact
percentage remains subject to certain factors including exchange rate
fluctuations and transaction expenses);
- to the extent that elections for the
Alternative Offer cannot be satisfied in full, the number of Rollover Shares
to be issued to each eligible and electing FD Technologies Shareholder in
respect of each FD Technologies Share will be scaled back on a pro-rata basis,
and the balance of the consideration for each FD Technologies Share will be
paid in cash in accordance with the terms of the Cash Offer. Assuming that
Irenic elects for the Alternative Offer, as it has undertaken to do under the
Irenic Irrevocable (as defined in paragraph 6 below), it is expected that this
will be the case for all eligible FD Technologies Shareholders who elect for
the Alternative Offer (including Irenic); and
- certain rights and protections attaching to
the Rollover Shares will depend on whether or not such Rollover Shareholder
holds above certain threshold amounts of Rollover Shares. As the number of
Rollover Shares to be issued will be scaled down on a pro-rata basis in
circumstances where the number of elections exceeds the Alternative Offer
Maximum, there can be no certainty that eligible FD Technologies Shareholders
will obtain the requisite number of Rollover Shares to afford themselves any
of those rights and protections.
Further details of the Alternative Offer are set out in paragraphs 14 and 15
and Appendix 4 to this Announcement.
5. Background to and reasons for the Recommendation
Following a strategic review announced in November 2023, the FD Technologies
Directors have successfully executed a plan to maximise value for FD
Technologies Shareholders and refocus the Group on KX, a pure play database
software business with the largest valuation creation potential within the
Group. The execution of this plan resulted in the divestment of First
Derivative to EPAM, enabling the return of approximately £120 million of
value to shareholders via a tender offer and the merger of MRP with
CONTENTgine creating PharosIQ, in which FD Technologies retains a 49 per cent.
stake.
As a standalone business, KX is focussed on its mission to accelerate data and
AI-driven innovation with high-performance analytics database solutions,
enabling its customers to transform into AI-first enterprises. KX provides a
robust, scalable and efficient database and analytics engine, ideal for
time-oriented data, and is trusted by many of the world's top enterprises.
Whilst the FD Technologies Directors are pleased with the progress made to
date and believe FD Technologies is strategically positioned to benefit from
the data and analytics software market opportunity, the FD Technologies
Directors also recognise there are risks to KX delivering its full potential
with a standalone strategy in public markets.
There is a large and highly competitive market opportunity in AI, and for KX
to capture this opportunity, it may be necessary to accelerate investment in a
time horizon that can be challenging to deliver in uncertain public markets.
Furthermore, FD Technologies is a relatively small player in a large, but fast
moving fragmented market - competing with a number of larger, very well
capitalised software providers, and consequently the FD Technologies Directors
are cautiously aware of execution risk to delivering its strategy and the
associated value to FD Technologies Shareholders.
The Cash Offer provides FD Technologies Shareholders with cash certainty,
which represents a significant acceleration to potential value creation
without the operational execution risk, which the FD Technologies Directors
believe is a compelling and attractive proposition for FD Technologies
Shareholders, while the Alternative Offer provides FD Technologies
Shareholders the opportunity for ongoing exposure to the business as a private
company.
Whilst the FD Technologies Directors continue to believe in the strengths of
FD Technologies including the abilities of its operational management team,
the FD Technologies Directors acknowledge the benefits of FD Technologies
being a private company supported by TA and benefitting from TA's significant
experience in supporting high growth global software businesses.
The FD Technologies Directors have therefore concluded that the Cash Offer
from Bidco provides FD Technologies Shareholders with a compelling opportunity
to realise their investment in cash today at a price that reflects the future
opportunities of and risks to deliver the FD Technologies and KX strategies.
The FD Technologies Directors believe the overall value represented by the
Cash Offer is a superior outcome for FD Technologies Shareholders compared to
continuing to pursue the independent strategy of FD Technologies.
In particular, the Cash Offer represents a premium of:
· 47.8 per cent. to the Closing Price of £16.58 per
FD Technologies Share on 21 March 2025 (being the last trading day before the
Possible Offer Date);
· 50.9 per cent. to the twelve-month volume weighted
average price of £16.24 per FD Technologies Share during the twelve-month
period ended on 6 May 2025 (being the last trading day before the commencement
of the Offer Period); and
· 27.1 per cent. to the Closing Price of £19.28 per
FD Technologies Share on 6 May 2025 (being the last trading day before the
commencement of the Offer Period).
In addition to the financial terms of the Cash Offer, the FD Technologies
Directors have also considered TA's stated intentions for the business,
management, employees, pension schemes and other stakeholders of FD
Technologies (detailed in paragraph 9). The FD Technologies Directors note the
great importance TA attaches to the knowledge, skill and experience of FD
Technologies' management and employees who will continue to be key to the
long-term success of FD Technologies and for TA's vision for growth. The FD
Technologies Directors believe that TA is strongly positioned to support FD
Technologies with the next phase of its growth and development, providing both
access to capital for further growth and continuity for FD Technologies'
customers, employees and other stakeholders.
Following careful consideration of the above factors, the FD Technologies
Directors intend to recommend unanimously the Cash Offer to FD Technologies
Shareholders as set out in paragraph 4 above.
6. Irrevocable undertakings
Each of the FD Technologies Directors who holds FD Technologies Shares has
irrevocably undertaken to vote or procure votes in favour of the Scheme (or,
in the event that the Acquisition is to be implemented by way of a Takeover
Offer, accept or procure the acceptance of the Takeover Offer), in respect of
their entire beneficial holdings of FD Technologies Shares.
In addition to the irrevocable undertakings from the FD Technologies
Directors, Bidco has also received an irrevocable undertaking from Irenic to
vote (or procure the votes) in favour of the Scheme in respect of 6,450,019 FD
Technologies Shares representing 29.2 per cent. of the issued share capital of
FD Technologies as at the Latest Practicable Date, and to accept the
Alternative Offer in respect of its entire holding of FD Technologies Shares
(the "Irenic Irrevocable").
In addition to the irrevocable undertakings from the FD Technologies Directors
and Irenic, Bidco has also received irrevocable undertakings from Briarwood,
Gumshoe and Juliana Conlon to vote (or procure the votes) in favour of the
Scheme in respect of 6,022,667 FD Technologies Shares, representing 27.2 per
cent. of the issued share capital of FD Technologies as at the Latest
Practicable Date.
Therefore, as at the date of this Announcement, Bidco has received irrevocable
undertakings in respect of a total of 12,576,153 FD Technologies Shares
representing approximately 56.9 per cent. of the issued share capital of FD
Technologies as at the Latest Practicable Date.
Further details of these irrevocable undertakings, including the circumstances
in which they may lapse, are set out in Appendix 3 to this Announcement.
7. Information on Bidco and TA
Bidco
Bidco is a limited company registered in Northern Ireland and was incorporated
on 6 May 2025. Bidco was formed for the purposes of the Acquisition and is an
entity indirectly owned by entities forming part of TA Fund XV. Bidco has not
traded since its date of incorporation, nor has it entered into any
obligations other than in connection with the Acquisition.
TA
TA is a leading global private equity firm focused on scaling growth in
profitable companies. Since 1968, TA has invested in more than 560 companies
across its five target industries - technology, healthcare, financial
services, consumer and business services - including over 300 software
companies and 60 financial services companies. Leveraging its deep industry
expertise and strategic resources, TA collaborates with management teams
worldwide to help high-quality companies deliver lasting value. The firm has
raised $65 billion in capital to date and has over 150 investment
professionals across offices in Boston, Menlo Park, Austin, London, Mumbai and
Hong Kong.
8. Information on FD Technologies
FD Technologies is the owner of KX, which 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 trusted by the world's top
investment banks, aerospace and defence, high-tech manufacturing and health
and life sciences organisations.
FD Technologies operates from 12 locations across Europe, North America and
Asia Pacific, and employs more than 580 people worldwide.
FD Technologies also owns a 49 per cent. stake in PharosIQ, a provider of
first-party intent-driven lead generation solutions, delivering essential
insights and demand for B2B organizations' sales and marketing success.
9. Directors, management, employees, pensions, research
and development and locations
Bidco's strategic plans for FD Technologies
TA has an extensive history of partnering with management teams to build
leading businesses that create value for all stakeholders.
Bidco believes that a partnership with TA will offer FD Technologies a unique
opportunity to grow and develop, particularly given TA's access to capital,
sector expertise, global presence and long history of helping technology
companies grow and successfully pursue M&A opportunities.
Bidco was granted access to FD Technologies' senior management and completed a
period of confirmatory due diligence on FD Technologies prior to this
Announcement. However, Bidco has not formulated specific plans or intentions
regarding the operational impact of the Acquisition on FD Technologies.
Following completion of the Acquisition, Bidco intends to review the entirety
of FD Technologies' business and operations over a period of twelve months,
leveraging its expertise and the deep experience of the FD Technologies
management team (the "Evaluation"). While the parameters of this Evaluation
have not yet been finalised, Bidco expects to focus on:
· new growth opportunities, including M&A and other inorganic
growth opportunities, for the business going forward;
· ways to augment FD Technologies' expansion in existing critical,
high-growth market segments;
· operational best practices to create a best-in-class software
franchise;
· the reduction of non-critical administrative expenses and spending in
areas related to FD Technologies' status as a listed company; and
· support for management's implementation of ongoing cost reduction
initiatives following the announcements made by FD Technologies on 1 March
2024 and 7 October 2024 of the conclusion of its structure review and intent
to focus FD Technologies on the KX business.
Employees and management
Following the transfer of the MRP business into the PharosIQ joint venture and
the sale of the First Derivative business during 2024, FD Technologies'
management has been undertaking ongoing cost reduction initiatives including
as part of the ongoing transitional arrangements in respect of the First
Derivative business, and it is expected that these cost reduction initiatives
will continue following completion of the Acquisition, and that the level is
likely to be material when considered against FD Technologies' existing
employee base. The Evaluation may also result in some further role
reorganisation, reduction or redeployment, which may also be material when
considered against FD Technologies' existing employee base.
Bidco values the knowledge, skill and experience of FD Technologies'
management and employees, and, subject to this paragraph 9, expects that the
existing management and employees of FD Technologies will be key to the
long-term success of FD Technologies.
Following the completion of the Acquisition, certain administrative functions
which have historically been related to FD Technologies' status as a listed
company will no longer be required or will be reduced in size to reflect FD
Technologies ceasing to be a listed company. It is also expected that the
non-executive directors of FD Technologies will resign as directors of FD
Technologies with effect from completion of the Acquisition.
As set out above, following the completion of the Acquisition, Bidco intends
to complete a detailed review of the FD Technologies business. The results of
the Evaluation are uncertain and no decisions have been made in relation to
specific actions which may be taken. However, other than the Evaluation and
consistent with FD Technologies management's existing cost reduction
initiatives, Bidco does not intend to initiate any material changes to the
conditions of employment or the balance of skills and functions of the
employees and management of FD Technologies. Any headcount reductions that do
occur will be carried out in accordance with applicable law (including, in
jurisdictions where relevant, informing and consulting obligations).
Nevertheless, Bidco believes that it is well-positioned to accelerate FD
Technologies' growth and performance, which will in turn create greater
employment opportunities for existing and future employees over the long term.
Existing employment rights and pensions
Bidco intends to fully safeguard the existing contractual and statutory
employment rights and pension rights of all FD Technologies management and
employees in accordance with applicable law. Bidco notes that FD Technologies
does not have an existing defined benefit pension scheme.
Management incentivisation arrangements
Following completion of the Acquisition, Bidco intends to review the
management, governance and incentive structure of FD Technologies. Bidco has
not entered into, and has not discussed the terms of, any new form of
incentive arrangement with any member of FD Technologies management or
employees and no such discussions will take place prior to the Scheme becoming
Effective.
Headquarters, headquarter functions, locations, fixed assets and research and
development
Bidco does not intend to make any changes in the location of FD Technologies'
headquarters, the function of the headquarters (other than the reduction of
functions related to FD Technologies' status as a listed company), or
operations and places of business. Bidco has no plans to undertake any
material restructurings or changes with respect to the redeployment of FD
Technologies' fixed asset base nor its research and development function.
Trading facilities
FD Technologies Shares are currently admitted to trading on AIM and Euronext
Growth Dublin. As set out in paragraph 17, it is intended that a request will
be made to the London Stock Exchange to cancel trading in FD Technologies
Shares on AIM and to Euronext to cancel trading in FD Technologies Shares on
Euronext Growth Dublin, and to re-register FD Technologies as a private
limited company, to take effect on or shortly after the Effective Date.
Statements
None of the statements in this paragraph 9 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.
10. FD Technologies Share Plans
FD Technologies Share Plans
Participants in the FD Technologies Share Plans will be contacted regarding
the effect of the Acquisition on their rights under the FD Technologies Share
Plans and any action they may need to take. An appropriate proposal will be
made to such participants in due course, and such proposal will reflect their
rights under the FD Technologies Share Plans.
Details of the impact of the Scheme on each of the FD Technologies Share Plans
will be set out in the Scheme Document.
Retention Awards
Prior to the Effective Date, FD Technologies intends to grant cash awards of
up to £10 million in the aggregate to certain employees whose retention is
considered critical (the "Retention Awards"). The Retention Awards may be
granted by the FD Technologies Remuneration Committee after consultation with
Bidco and having regard to the reasonable recommendations of Bidco as to
recipients (who are expected to include the Group CFO and KX CEO) and
allocations. Conditional on completion of the Acquisition, the Retention
Awards will be paid on or around 365 days after the Effective Date. Payment of
the Retention Awards is subject to the relevant employee remaining in the
employment of FD Technologies and not under notice on the payment date or
having been subject to, or received notice of, a Qualifying Termination (as
defined in the Co-operation Agreement) before the payment date. The Retention
Awards will be granted on terms which allow the relevant employee the
opportunity to invest some or all of their Retention Award into any
appropriate Bidco incentive plan which may be implemented after the Effective
Date.
As required by, and solely for the purposes of, Rule 16.2 of the Code,
Rothschild & Co has reviewed the terms of the Retention Awards and
confirmed that, in its opinion, the Retention Awards are fair and reasonable.
In providing its advice, Rothschild & Co has taken into account the
commercial assessments of the FD Technologies Directors. Rothschild & Co
is providing independent financial advice to FD Technologies for the purposes
of Rule 3 of the Code.
11. Financing
The cash consideration payable to FD Technologies Shareholders by Bidco
pursuant to the terms of the Acquisition will be financed by a combination of:
(i) equity to be invested by entities forming part of TA Fund XV pursuant to
the Equity Commitment Letter; and (ii) third party debt to be provided by
Golub Capital LLC under the Debt Commitment Letter, consisting of certain term
and revolving facilities, the proceeds of which may be used to pay the cash
consideration payable to FD Technologies Shareholders.
In accordance with Rule 2.7(d) of the Takeover Code, Jefferies, in its
capacity as the sole financial adviser to Bidco, is satisfied that sufficient
resources are available to Bidco to enable it to satisfy in full the cash
consideration payable to FD Technologies Shareholders under the terms of the
Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
12. Offer-related arrangements
TA Confidentiality Agreement
TA, in its capacity as investment manager for and on behalf of certain of its
funds or accounts managed or advised by it or its affiliates, and FD
Technologies have entered into a confidentiality agreement dated 7 March 2025
(the "Confidentiality Agreement"), pursuant to which TA has undertaken, among
other things, to: (i) keep confidential certain information relating to the
Acquisition and not to disclose it to third parties (other than certain
permitted parties) unless required by law, rule, regulation or any judicial,
governmental or competent supervisory or regulatory body (including any
relevant securities exchange); and (ii) use the confidential information only
for the purpose of evaluating the FD Technologies Group and for negotiating
and implementing the Acquisition. These confidentiality obligations will
remain in force until 7 March 2027.
TA has also agreed to standstill arrangements pursuant to which TA has agreed,
amongst other things, that, without the prior written consent of FD
Technologies, TA will not, and will procure that certain connected persons of
it shall not, acquire FD Technologies Shares or any interest in FD
Technologies Shares. These restrictions fall away immediately following the
making of this Announcement.
The Confidentiality Agreement also contains undertakings from TA such that,
for a period of 12 months from the date of the Confidentiality Agreement, it
shall not, and it shall procure that no other member of the TA group shall,
solicit or employ certain of FD Technologies' key employees, including any
such employees who are involved in the negotiations relating to the
Acquisition, save where a person contacts TA on their own initiative or
responds, without any approach or solicitation, to a general public
advertisements made in the ordinary course of business and which was not
specifically targeted at such person.
Co-operation Agreement
Bidco and FD Technologies have entered into a co-operation agreement (the
"Co-operation Agreement") on 8 May 2025, pursuant to which, among other
things, Bidco and FD Technologies have each given certain undertakings to
co-operate to ensure the satisfaction of the regulatory clearances and
authorisations to which the Acquisition is subject.
The Co-operation Agreement also records Bidco's and FD Technologies'
intentions to implement the Acquisition by way of the Scheme, subject to Bidco
having the right to implement the Acquisition by way of a Takeover Offer in
certain circumstances. Bidco has also agreed to provide FD Technologies with
certain information for the purposes of the Scheme Document and to otherwise
assist with the preparation of the Scheme Document.
In addition, the Co-operation Agreement also contains certain provisions that
shall apply in respect of the FD Technologies Share Plans and certain other
employee-related arrangements.
The Co-operation Agreement will terminate in certain circumstances, including
(but not limited to) if:
· agreed in writing between Bidco and FD Technologies;
· upon service of a written notice if an FD Technologies Adverse
Recommendation Change (as defined in the Co-operation Agreement) occurs;
· the Scheme does not become effective in accordance with its terms by
the Long Stop Date;
· the Acquisition, with the permission of the Panel (if required), is
withdrawn or the Scheme lapses prior to the Long Stop Date (unless otherwise
agreed between Bidco and FD Technologies in writing);
· the Scheme is not approved by FD Technologies Shareholders at the
Court Meeting and/or the General Meeting or the Court refuses to sanction the
Scheme (unless Bidco is proceeding with a Takeover Offer); or
· a Competing Transaction (as defined in the Co-operation Agreement)
completes, becomes effective or becomes unconditional.
13. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means of a
Court-approved scheme of arrangement between FD Technologies and FD
Technologies Shareholders under Part 26 of the Companies Act. The purpose of
the Scheme is to provide for Bidco to become the holder of the entire issued
and to be issued ordinary share capital of FD Technologies. This is to be
achieved by the transfer of the FD Technologies Shares to Bidco (or its
nominated purchaser), in consideration for which the FD Technologies
Shareholders will receive the cash consideration pursuant to the Cash Offer,
or if applicable the Alternative Offer, on the basis set out in paragraph 1 of
this Announcement.
The Acquisition will be put to FD Technologies Shareholders at the Court
Meeting and at the General Meeting. In order to become Effective, the Scheme
must be approved by a majority in number of the Scheme Shareholders voting at
the Court Meeting, either in person or by proxy, representing at least 75 per
cent. in value of the Scheme Shares voted. In addition, the Resolutions must
be approved by the requisite majority or majorities at the General Meeting.
The General Meeting will be held immediately after the Court Meeting.
The Scheme will also be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document.
Once the necessary approvals from FD Technologies Shareholders have been
obtained and the other Conditions have been satisfied or (where applicable)
waived, the Scheme must be sanctioned by the Court. The Scheme will only
become Effective upon delivery of the Court Order to the Registrar of
Companies for registration. Upon the Scheme becoming Effective, it will be
binding on all FD Technologies Shareholders, irrespective of whether or not
they attended or voted at the Court Meeting or the General Meeting.
The Acquisition will lapse if:
· the Court Meeting and the General Meeting are not
held by the 22nd day after the expected date of such meetings as set out in
the Scheme Document (or such later date as may be agreed between Bidco and FD
Technologies and (if required) as the Court may allow);
· the Sanction Hearing is not held by the 22nd day
after the expected date of such hearing as set out in the Scheme Document (or
such later date as may be agreed between Bidco and FD Technologies and (if
required) as the Court may allow); or
· the Scheme does not become Effective on or before
the Long Stop Date (or such later date as may be agreed between Bidco and FD
Technologies).
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which is expected to
be despatched to FD Technologies Shareholders within 28 days of this
Announcement (or such later time as FD Technologies, Bidco and the Panel may
agree).
The Scheme will be governed by the laws of Northern Ireland and will be
subject to the jurisdiction of the Court. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange, Euronext, the FCA, the AIM Rules and the Registrar of Companies.
Right to switch to a Takeover Offer
Bidco reserves the right to elect to implement the Acquisition by way of a
Takeover Offer (with the consent of the Panel and subject to the terms of the
Co-operation Agreement). In such event, the Acquisition will be implemented on
substantially the same terms, so far as applicable, as those which would apply
to the Scheme, subject to appropriate amendments to reflect, among other
things, the change in method of effecting the Acquisition (including, without
limitation: (i) the inclusion of an acceptance condition set at 90 per cent.
of the FD Technologies Shares to which such Takeover Offer relates (or such
other percentage as Bidco may, subject to the rules of the Takeover Code and
the terms of the Co-operation Agreement and with the consent of the Panel,
decide); and (ii) those required by, or reasonably deemed appropriate by,
Bidco under applicable law).
14. Alternative Offer
As an alternative to the Cash Offer, eligible FD Technologies Shareholders may
elect to receive Rollover Shares in relation to their holding of FD
Technologies Shares, subject to the terms and conditions of the Alternative
Offer (described in further detail below). An eligible FD Technologies
Shareholder may only elect to take up the Alternative Offer in respect of
their entire holding of FD Technologies Shares (subject to any "scale-back" as
a result of the Alternative Offer Maximum).
Any fractional entitlements of each eligible and electing FD Technologies
Shareholder to Rollover Shares under the Alternative Offer will be rounded
down to the nearest whole number of a Rollover Share per eligible FD
Technologies Shareholder. Fractional entitlements to Rollover Shares will not
be allotted or issued to such eligible FD Technologies Shareholder but will be
disregarded.
The maximum number of Rollover Shares available to eligible FD Technologies
Shareholders under the Alternative Offer will be limited to the Alternative
Offer Maximum. As a result, if elections are validly received from eligible FD
Technologies Shareholders in respect of a number of FD Technologies Shares
that would require the issue of Rollover Shares exceeding the Alternative
Offer Maximum, such elections will be unable to be satisfied in full. As a
result of the Irenic Irrevocable committing to accept the Alternative Offer in
respect of 29.2 per cent. of FD Technologies' issued share capital it is
expected the Alternative Offer Maximum will be exceeded and all eligible FD
Technologies' Shareholders electing to receive the Alternative Offer,
including Irenic, will be scaled back in respect of the elections made. In
these circumstances, the number of Rollover Shares to be issued in respect of
each FD Technologies Share will be reduced on a pro-rata basis, and the
balance of the consideration for each FD Technologies Share will be paid in
cash at a value per share equivalent to the Cash Offer in accordance with the
terms of the Cash Offer.
Unless otherwise determined by Bidco and permitted by applicable law and
regulation, the Alternative Offer will not be offered, and the Rollover Shares
will not be offered, sold, delivered or made available, directly or
indirectly, in or into any Restricted Jurisdiction and individual acceptances
of the Alternative Offer will only be valid if all regulatory approvals (if
any) required by an FD Technologies Shareholder to acquire the Rollover Shares
have been obtained.
For the purposes of Rule 24.11 of the Takeover Code, Jefferies, as financial
adviser to Bidco, will provide an estimate of the value of a Rollover Share,
together with the assumptions, qualifications and caveats forming the basis of
its estimate of value, in a letter to be included in the Scheme Document.
If the Scheme becomes Effective, FD Technologies Shareholders who do not
validly elect to receive their consideration by means of the Alternative Offer
will automatically receive the Cash Offer in respect of their entire holding
of FD Technologies Shares.
If the Scheme becomes Effective, eligible FD Technologies Shareholders that
validly elect to receive consideration by means of the Alternative Offer will
receive their Rollover Shares pursuant to a mechanism set out in the Scheme
Document whereby on or shortly after the Effective Date the FD Technologies
Shares that are subject to valid elections of eligible FD Technologies
Shareholders to receive consideration by means of the Alternative Offer will
be exchanged for the relevant number of Rollover Shares to which eligible FD
Technologies Shareholders are entitled in accordance with the Alternative
Offer (the "Rollover").
15. Summary terms of the Rollover Shares
Summary terms of the Rollover Shares are set out in Appendix 4 to this
Announcement. Further information about the Rollover Shares and the full terms
and conditions of the Alternative Offer, including the eligibility of FD
Technologies Shareholders to elect for the Alternative Offer, will be included
in the Scheme Document.
As an overview, the Rollover Shares will be subject to the following terms and
conditions:
· the Rollover Shares will be entitled to the same
economic rights as those attached to the Topco Shares held by entities forming
part of TA Fund XV immediately following the Effective Date;
· the Rollover Shares will be non-transferrable
(subject to limited exceptions, including in accordance with the "drag-along"
and "tag-along" rights, and an ability to transfer following the 7(th)
anniversary of the Effective Date with the consent of the holders of a
majority of the Rollover Shares, subject to a customary "right-of-first-offer"
in favour of TA Fund XV);
· the Rollover Shares will be unquoted;
· the Rollover Shares shall entitle each holder to
one vote per share, however, the prior consent of the holders of a Rollover
Shares Majority will only be required in certain circumstances, including (i)
in relation to the entering into of any arrangement or transaction between TA
Fund XV and the Bidco Group, subject to customary exceptions; (ii) to vary
Topco's governance documents in a way that would adversely and
disproportionately impact the holders of Rollover Shares as compared to TA
Fund XV; (iii) to undertake non-pro-rata redemptions or distributions to
shareholders in Topco (other than buybacks from leavers); (iv) to effect any
alteration of the tax domicile of Topco; and/or (v) to wind up Topco (or
undertake an equivalent insolvency event);
· holders of a Rollover Shares Majority shall have a
consultation right prior to Topco undertaking either (i) any fundamental
change to the nature of the Bidco Group's business; (ii) any acquisitions or
dispositions by the Bidco Group; (iii) the approval of the Bidco Group's
annual budget and variations thereto; and/or (iv) any proposed appointment or
removal of the CEO or CFO of the Bidco Group from time to time;
· on a proposed issuance of any new securities,
holders of Rollover Shares shall have customary pro-rata pre-emption rights,
subject to customary exceptions;
· TA Fund XV shall have customary rights to "drag
along" all Rollover Shares on any transfers of direct or indirect
shareholdings in Topco Shares in the event of a future share sale or initial
public offering of Topco or of any newly incorporated company established in
connection with such sale or initial public offering;
· a holder of Rollover Shares will be entitled to
customary pro-rata "tag-along" rights on any transfer of Topco Shares by TA
Fund XV, or a full "tag-along" right on any transfer of a majority of the
Topco Shares by TA Fund XV, in each case to a bona fide third-party purchaser,
on the same economic terms;
· Rollover Shareholders holding a Rollover Shares
Majority from time to time (acting together) may elect up to two individuals
to be appointed to the board of directors of Topco, or, where the Rollover
Shares cease to represent at least 15 per cent. of all Topco Shares, may elect
one individual to be appointed as an observer or to the board of directors of
Topco, provided that such Rollover Shareholders (acting together) continue to
hold no less than ten per cent. of the Topco Shares; and
· Topco has agreed to provide certain customary
information rights in relation to the Bidco Group to any person who is
entitled to elect for any person to be appointed to the board of directors of
Topco (as detailed above). Further details will be set out in the Scheme
Document.
Risk factors and other investment considerations
The attention of eligible FD Technologies Shareholders who may consider
electing for the Alternative Offer is drawn to certain risk factors and other
investment considerations relevant to such an election. These will be set out
in full in the Scheme Document but will include, inter alia, the following:
· the Rollover Shares will comprise securities in a
private and unquoted company, and there is no current expectation that they
will be listed or admitted to trading on any exchange or market for the
trading of securities, and will not be registered under the US Securities Act
and will therefore be illiquid. Any assessment of the value of the Rollover
Shares should therefore take into account an individual FD Technologies
Shareholder's assessment of an appropriate liquidity discount;
· Rollover Shareholders will only have customary
information rights if they are represented on the board of Topco, and
therefore many Rollover Shareholders (in particular smaller minority holders)
will have limited or no visibility over decisions made by Topco in relation to
its investment in, or the strategy of, the Bidco Group or any of its current
or prospective businesses;
· the value of the Rollover Shares will at all times
be uncertain and there can be no assurance that any such securities will be
capable of being sold in the future or that they will be capable of being sold
at the value to be estimated by Jefferies in the Scheme Document;
· the value of the Rollover Shares will depend on the
future performance of the FD Technologies business. This remains uncertain and
could result in the amount received on any exit or future transfer of Rollover
Shares being less than the cash consideration payable to FD Technologies
Shareholders under the Cash Offer;
· the Rollover Shares will be non-transferrable,
except pursuant to the "drag-along", "tag-along" and "right-of-first-offer"
provisions;
· eligible FD Technologies Shareholders will only be
able to elect for the Alternative Offer in relation to their entire holding of
FD Technologies Shares and not part only (subject to scale back as set out
below);
· eligible FD Technologies Shareholders will have no
certainty as to the amount of Rollover Shares they will receive because:
- the maximum number of Rollover Shares
available to FD Technologies Shareholders under the Alternative Offer will be
limited to 14,600,000,000 Rollover Shares, representing approximately 37 per
cent. of the issued Topco Shares as at the Effective Date, and is available in
respect of a maximum of approximately 27 per cent. of the issued share capital
of FD Technologies as at the Latest Practicable Date (noting that the exact
percentage remains subject to certain factors including exchange rate
fluctuations and transaction expenses);
- to the extent that elections for the
Alternative Offer cannot be satisfied in full, the number of Rollover Shares
to be issued to each eligible and electing FD Technologies Shareholder will be
scaled down on a pro-rata basis, and the balance of the consideration for each
FD Technologies Share will be paid in cash in accordance with the terms of the
Cash Offer. Assuming that Irenic elects for the Alternative Offer, as it has
undertaken to do under the Irenic Irrevocable, it is expected that this will
be the case for all eligible FD Technologies Shareholders who elect for the
Alternative Offer (including Irenic); and
- certain rights and protections attaching to
the Rollover Shares will also depend on whether or not such Rollover
Shareholder holds above certain threshold amounts of Rollover Shares. Given
the pro-rata scale back mechanism described at paragraph 14 above in
circumstances where the number of elections exceeds the Alternative Offer
Maximum, there can be no certainty that eligible FD Technologies Shareholders
will obtain the requisite number of Rollover Shares to afford themselves any
of those rights and protections;
· upon the Scheme becoming Effective, the Bidco Group
will be controlled by entities forming part of TA Fund XV; the holders of
Rollover Shares, which carry a very limited number of consent rights in
respect of reserved matters, will therefore have limited influence over
decisions made by Topco in relation to its indirect investment in FD
Technologies or the Bidco Group;
· the holders of Rollover Shares will not enjoy any
minority protections or other rights save for those rights set out above or as
prescribed by applicable law;
· the board of Topco may from time to time consider
it necessary to raise equity funding and therefore require Topco to allot and
issue securities in Topco. While holders of Rollover Shares shall each have
the right to participate pro-rata and on the same terms and conditions
(subject to certain customary exceptions) in such equity raises as if such
issuance were made on a pre-emptive basis, holders of Rollover Shares who do
not elect to exercise this participation right may suffer significant dilution
in their percentage interest and/or economic entitlement in Topco;
· the holders of Rollover Shares may be required in
the future to sell their Rollover Shares pursuant to the terms of a
''drag-along'' provision; and
· the holders of Rollover Shares will not be afforded
the same level of protections and disclosure of information that they
currently benefit from as shareholders in FD Technologies as a company quoted
on AIM and Euronext Growth Dublin.
16. Conditions to the Acquisition
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document.
As set out in Appendix 1 to this Announcement, the Acquisition is conditional
on the receipt or waiver of certain antitrust and regulatory approvals,
clearances or applicable waiting periods in the United States and United
Kingdom.
Further, as also set out in Appendix 1 to this Announcement, the Acquisition
is conditional on, amongst other things, the following conditions:
· the receipt or waiver of certain antitrust and
regulatory approvals, clearances or applicable waiting periods in the United
States and United Kingdom;
· approval from the requisite majorities of FD
Technologies Shareholders at the Court Meeting and the General Meeting;
· the sanction of the Scheme by the Court; and
· the delivery of a copy of the Court Order to the
Registrar of Companies for registration.
17. De-listing and re-registration
FD Technologies Shares are currently admitted to trading on AIM and on
Euronext Growth Dublin. Before the Scheme becoming Effective, it is intended
that requests will be made to the London Stock Exchange and to Euronext to
cancel the admission to trading of FD Technologies Shares on AIM and on
Euronext Growth Dublin, respectively, with effect from or shortly after the
Effective Date. The last day of dealings in FD Technologies Shares on AIM and
on Euronext Growth Dublin is expected to be the Business Day immediately prior
to the Effective Date and no transfers will be registered after 6.00 p.m. on
that date. No dealings in FD Technologies Shares will be registered after this
date.
On the Effective Date, share certificates in respect of FD Technologies Shares
will cease to be valid and entitlements to FD Technologies Shares held within
the CREST system will be cancelled.
It is also proposed that, following the Effective Date and after its shares
are delisted, FD Technologies will be re-registered as a private limited
company under the relevant provisions of the Companies Act.
18. Disclosure of Interests in FD Technologies
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 6 of this Announcement,
neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any
person acting in concert (within the meaning of the Takeover Code) with it
had:
(i) any interest in or right to subscribe for any relevant
securities of FD Technologies;
(ii) any short positions in respect of relevant FD
Technologies Shares (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement
to sell or any delivery obligation or right to require another person to
purchase or take delivery;
(iii) borrowed or lent any relevant FD Technologies Shares
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 3 on Rule 4.6 of the Takeover Code), save for any
borrowed shares which had been either on-lent or sold;
(iv) entered into any dealing arrangement of the kind referred
to in Note 11 on the definition of acting in concert in the Takeover Code.
"interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
19. General
The Acquisition will be made subject to the Conditions and further terms set
out in Appendix 1 to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix 2 to this Announcement. A summary of
the irrevocable undertakings given in relation to the Acquisition is contained
in Appendix 3 to this Announcement. Appendix 4 to this Announcement contains
certain details of Bidco and summary terms of the Rollover Shares. Certain
terms used in this Announcement are defined in Appendix 5 to this
Announcement.
Jefferies, Rothschild & Co., J.P. Morgan Cazenove and Investec have each
given and not withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the form and
context in which they appear.
20. Documents available on website
Copies of the following documents will be made available on FD Technologies'
website at https://www.fdtechnologies.com until the end of the Acquisition:
· a copy of this Announcement;
· the irrevocable undertakings referred to in
paragraph 6 above and summarised in Appendix 3 to this Announcement;
· the Confidentiality Agreement;
· the Co-operation Agreement;
· the Equity Commitment Letter;
· documents relating to Bidco's financing of the
Acquisition;
· the Bidco Articles; and
· the written consent letters from each of Jefferies,
Rothschild & Co., J.P. Morgan Cazenove and Investec as referred to in
paragraph 19 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.
Enquiries:
TA and Bidco
+1
617 574 6700
Maggie Benoit
Jefferies International
Limited
+44 (0)20 7029 8000
(Financial Adviser to TA 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
+44 (0)20 7280 5000
Joint Financial Adviser and Rule 3 Adviser to FD Technologies)
Warner Mandel
Anton Black
Mitul Manji
J.P. Morgan
Cazenove
+44 (0)20 3493 8000
(Joint Financial Adviser and Joint Corporate Broker to FD Technologies)
James A. Kelly
Mose Adigun
Jonty Edwards
Investec Bank plc
+44 (0)20 7597 5970
(Nominated Adviser and Joint Corporate Broker to FD Technologies)
Carlton Nelson
Virginia Bull
James Smith
Goodbody Stockbrokers UC
+353 1 667 0400
(Euronext Growth Adviser)
Tom Nicholson
FTI Consulting
+44 (0)20 3727 1000
(Financial
PR)
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 about financial advisers
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 or 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.
No Offer or Solicitation
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 to be
published by FD Technologies in due course, or (if applicable) pursuant to an
Offer Document to be published by Bidco, which (as applicable) would 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.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, TA, Bidco or their nominees or 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 the Acquisition, until the date on
which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. 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 will be disclosed as required in
the UK, will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/HmvQC8p4cWJJ1Ou1Lk-U?domain=londonstockexchange.com)
.
Overseas jurisdictions
The release, publication or distribution of this Announcement, in whole or in
part, directly or indirectly, in or into or from jurisdictions other than the
United Kingdom may be restricted by the laws or regulations of those
jurisdictions and therefore persons into whose possession this Announcement
comes should inform themselves about, and observe, such restrictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their FD Technologies Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting or General
Meeting on their behalf, may be affected by the laws or regulations of the
relevant jurisdictions in which they are located. Further details in relation
to the Overseas Shareholders will be contained in the Scheme Document (or, if
the Acquisition is to be implemented by a Takeover Offer, the Offer Document).
Any failure to comply with any such restrictions may constitute a violation of
the securities laws or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law or regulation, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
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 or regulations in that jurisdiction and
no person may vote in favour of the Scheme by any such means from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws or regulations of that jurisdiction and no person may
vote in favour of the Acquisition by use of mail or any other means of
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, in whole or in part, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws or
regulations in that jurisdiction, and persons receiving this Announcement and
all documents relating to the Acquisition (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them or make them
available in, into or from such jurisdictions where to do so would violate the
laws or regulations in that 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 or regulation), the Acquisition may not be made, directly or
indirectly, in or into, or by use of mail or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facilities from within any
Restricted Jurisdiction.
The availability of the Acquisition or of Rollover Shares pursuant to the
Acquisition to FD Technologies Shareholders who are not resident in the United
Kingdom or the ability of those persons to hold such shares may be affected by
the laws or regulations 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 requirements.
The Acquisition shall be subject to the laws of Northern Ireland and the
jurisdiction of the Court and to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, Euronext, the FCA, the AIM Rules,
the Euronext Growth Rule Book and the Registrar of Companies.
Additional information for US investors in FD Technologies
FD Technologies Shareholders in the United States should note that the
Acquisition relates to the securities of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of Northern
Ireland. This Announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in accordance with
English and Northern Irish law, the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the United
States tender offer or proxy solicitation rules. If, in the future, Bidco
exercises the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the offer into the United States, the Acquisition
will be made in compliance with applicable United States laws and regulations,
including any applicable exemptions under the US Securities Act or US Exchange
Act.
The receipt of cash pursuant to the Acquisition by FD Technologies
Shareholders in the United States as consideration for the transfer of their
shares may be a taxable transaction for US federal income tax purposes and
under applicable US local and state, as well as foreign and other, tax laws.
Each FD Technologies Shareholder (including US Shareholders) is urged to
consult his independent professional adviser immediately regarding the tax
consequences of the Cash Offer to him. Neither the SEC nor any US state
securities commission has approved or disproved or passed judgment upon the
fairness or the merits of the Acquisition or determined if this Announcement
is adequate, accurate or complete. Any representation to the contrary is a
criminal offence in the US.
FD Technologies' financial statements, and all financial information that is
included in this Announcement or that may be included in the Scheme Document,
or any other documents relating to the Acquisition, have been or will be
prepared in accordance with International Financial Reporting Standards and
may not be comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared in
accordance with US generally accepted accounting principles ("US GAAP").
It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since FD Technologies is located
outside of the US, and some or all of its officers and directors may be
residents of countries other than the US and some or all of its assets are or
may be located in jurisdictions outside of the US. US holders may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of 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
jurisdiction or judgment.
The Rollover Shares to be issued pursuant to the Acquisition have not been
registered under the US Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the US Securities Act. The Rollover Shares to be
issued pursuant to the Acquisition will be issued in reliance upon an
exemption from such registration requirements pursuant to Section 3(a)(10)
under the US Securities Act. In accordance with normal United Kingdom practice
and pursuant to Rule 14e-5(b) of the US Exchange Act, TA, Bidco or their
nominees or 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 the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective, lapses or
is otherwise withdrawn. 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 will be disclosed
as required in the UK, will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/HmvQC8p4cWJJ1Ou1Lk-U?domain=londonstockexchange.com)
.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and FD Technologies contain certain statements
which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Bidco and/or FD Technologies (as the case may be) about future
events, and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward-looking statements.
Forward-looking statements include statements typically containing words such
as "will", "may", "should", "believe", "intends", "expects", "anticipates",
"targets", "estimates" and words of similar import and including statements
relating to future capital expenditures, expenses, revenues, economic
performance, financial conditions, dividend policy, losses and future
prospects and business and management strategies and the expansion and growth
of the operations of Bidco or FD Technologies. Although FD Technologies and/or
Bidco believes that the expectations reflected in such forward-looking
statements are reasonable, FD Technologies and/or Bidco can give no assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements.
These factors include: the possibility that the Acquisition will not be
completed on a timely basis or at all, whether due to the failure to satisfy
the conditions of the Acquisition (including approvals or clearances from
regulatory and other agencies and bodies) or otherwise, general business and
economic conditions globally, industry trends, competition, changes in
government and other regulation, changes in political and economic stability
and disruptions in business operations due to reorganization activities,
interest rate and currency fluctuations.
These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks, as well as
uncertainties because they relate to events and depend on circumstances that
will occur in the future. The factors described in the context of such
forward-looking statements in this Announcement may cause the actual results,
performance or achievements of any such person, or industry results and
developments, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. No
assurance can be given that such expectations will prove to have been correct
and persons reading this Announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this Announcement. All subsequent oral or written forward-looking
statements attributable to Bidco or FD Technologies or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. Neither of Bidco or FD Technologies undertakes any obligation
to update publicly or revise forward-looking statements, whether as a result
of new information, future events or otherwise, except to the extent required
by applicable law, regulation or stock exchange rules.
No profit forecasts, estimates or quantified benefits statements
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for FD Technologies for the current or future financial years will
necessarily match or exceed historical published earnings or earnings per
share for FD Technologies.
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 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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(s),
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 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 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.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the Panel, and subject
to the terms of the Co-operation Agreement, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued ordinary share
capital of FD Technologies as an alternative to the Scheme. In such an event,
the Takeover Offer will be implemented on the same terms or, if Bidco so
decides, on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Appendix 1 to this Announcement.
Upon sufficient acceptances being received in respect of such Takeover Offer,
Bidco intends to exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act so as to acquire compulsorily the remaining FD
Technologies Shares in respect of which the Takeover Offer has not been
accepted.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on FD Technologies' website at https://www.fdtechnologies.com/
(https://www.fdtechnologies.com/) by no later than 12.00 p.m. (London time) on
the Business Day following this Announcement.
For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated into, and do
not form part of, this Announcement.
Information relating to FD Technologies Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by FD Technologies Shareholders, persons with information rights and
other relevant persons for the receipt of communications from FD Technologies
may be provided to Bidco during the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. A person may also
request that all future documents, announcements and information in relation
to the Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, FD Technologies
Shareholders, persons with information rights and participants in FD
Technologies Share Plans may request a hard copy of this Announcement by
contacting FD Technologies' registrars Neville Registrars Ltd, Neville House,
Steelpark Road, Halesowen, West Midlands, B62 8HD, or between 9.00 a.m. to
5.00 p.m. (London time), Monday to Friday (excluding UK public holidays) on
+44 (0) 121 585 1131, with your full name and the full address to which the
hard copy may be sent (calls may be recorded and monitored for training and
security purposes). Calls are charged at the standard geographical rate and
will vary by provider. Calls from outside the United Kingdom will be charged
at the applicable international rate.
Please note the Shareholder Helpline cannot provide advice on the merits of
the Acquisition or the Scheme nor give any financial, investment, legal or tax
advice.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, FD Technologies confirms
that, as at the Latest Practicable Date, it had in issue 22,105,740 ordinary
shares of £0.005 each. No shares were held in treasury. The International
Securities Identification Number of the FD Technologies Shares is
GB0031477770.
Appendix 1
CONDITIONS TO AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and being Effective, subject to the provisions of the
Takeover Code, by no later than 11.59 p.m. (London time) on the Long Stop
Date.
Scheme approval
2. The Scheme will be conditional upon:
(a)
(i) its approval by a majority in number of the Scheme
Shareholders (or the relevant class or classes thereof, if applicable),
present and voting (and entitled to vote), either in person or by proxy, at
the Court Meeting (and at any separate class meeting which may be required by
the Court, if applicable), or at any adjournment of the Court Meeting, and who
represent at least 75 per cent. in value of the Scheme Shares voted by those
Scheme Shareholders; and
(ii) such Court Meeting and any separate class meeting which
may be required by the Court being held on or before the 22nd day after the
expected date of such meeting to be set out in the Scheme Document (or such
later date as may be agreed by Bidco and FD Technologies and the Court may
approve (if such approval is required));
(b)
(i) the Resolutions being duly passed by the requisite
majority or majorities of FD Technologies Shareholders at the General Meeting;
and
(ii) such General Meeting being held on or before the 22nd
day after the expected date of such meeting to be set out in the Scheme
Document (or such later date as may be agreed by Bidco and FD Technologies,
with the consent of the Panel, and the Court may approve (if such approval is
required));
(c)
(i) the sanction of the Scheme by the Court (with or
without modification, but subject to any modification being on terms
acceptable to FD Technologies and Bidco) and the delivery of a copy of the
Court Order to the Registrar of Companies; and
(ii) the Sanction Hearing being held on or before the 22nd
day after the expected date of such hearing to be set out in the Scheme
Document (or such later date as may be agreed by Bidco and FD Technologies,
with the consent of the Panel, and the Court may approve (if such approval is
required)).
In addition, subject as stated in Part B below, and to the requirements of the
Panel, Bidco and FD Technologies have agreed that the Acquisition will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless such Conditions
(as amended if appropriate) have been satisfied or, where relevant, waived:
Anti-trust and regulatory clearances
3.
(a) the Secretary of State having confirmed
under either section 14(8)(b)(ii), section 18(8)(b)(ii), or section 26(1)(b)
of the NSI Act that no further action will be taken in relation to the
Acquisition or to a call-in notice as defined in section 1(3) of the NSI Act
relating to the Acquisition, or the Secretary of State having made a final
order in relation to the Acquisition pursuant to section 26(1)(a) of the NSI
Act that is on terms satisfactory to Bidco;
(b) any waiting period (and any extension thereof)
applicable to the consummation of the Acquisition under the HSR Act shall have
expired or been terminated;
4. if and to the extent that any or all of Condition 3 is
waived or is not invoked by Bidco, all authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals from the authorities referred to in or
relevant to Condition 3 (for the purposes of this Condition 4 each a
"Clearance") including, without limitation, any Clearance in connection with a
Referral and/or any "phase 2" or similar "in depth" review by any of the
authorities referred to in or relevant to Condition 3 having been obtained;
Notifications, waiting periods and Authorisations
5. all notifications, filings or applications which are
necessary having been made in connection with the Acquisition and all
necessary waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each case in
respect of the Acquisition and its implementation and all Authorisations
reasonably necessary in respect of the Acquisition and, except pursuant to
Chapter 3 of Part 28 of the Companies Act, the acquisition of any shares or
other securities in, or control or management of, FD Technologies or any other
member of the Wider FD Technologies Group by any member of the Bidco Group
having been obtained in terms and in a form reasonably satisfactory to Bidco
from all appropriate Third Parties and all such Authorisations necessary to
carry on the business of any member of the Wider FD Technologies Group in any
jurisdiction having been obtained and all such Authorisations remaining in
full force and effect at the time at which the Acquisition becomes otherwise
unconditional and there being no notice or intimation of an intention to
revoke, suspend, restrict, modify or not to renew such Authorisations;
General antitrust and regulatory
6. no Third Party having given notice of a decision to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and in each case, not having withdrawn
the same), or having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute, regulation,
decision, order or change to published practice (and in each case, not having
withdrawn the same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be expected to,
in any case to an extent or in a manner which is or would be material in the
context of the Wider FD Technologies Group taken as a whole or in the context
of the Acquisition:
(a) require the divestiture by any member of the
Wider Bidco Group or by any member of the Wider FD Technologies Group of all
or any material part of its businesses, assets or property or impose any
limitation on the ability of all or any of them to conduct their businesses
(or any part thereof) or to own, control or manage any of their assets or
properties (or any part thereof);
(c) except pursuant to Chapter 3 of Part 28 of the
Companies Act, require any member of the Wider Bidco Group or the Wider FD
Technologies Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider FD Technologies
Group or any asset owned by any Third Party (other than in connection with the
implementation of the Acquisition);
(d) impose any material limitation on, or result in
a material delay in, the ability of any member of the Wider Bidco Group
directly or indirectly to acquire, hold or to exercise effectively all or any
rights of ownership in respect of shares, loans or securities convertible into
shares or any other securities (or the equivalent) in FD Technologies or on
the ability of any member of the Wider FD Technologies Group or any member of
the Wider Bidco Group directly or indirectly to hold or exercise effectively
all or any rights of ownership in respect of shares, loans or securities
convertible into shares or any other securities (or the equivalent) in, or to
exercise voting or management control over, any member of the Wider FD
Technologies Group;
(e) otherwise adversely affect any or all of the
business, assets, profits or prospects of any member of the Wider FD
Technologies Group or the Wider Bidco Group;
(f) result in any member of the Wider FD
Technologies Group or any member of the Wider Bidco Group ceasing to be able
to carry on business under any name under which it presently carries on
business;
(g) make the Scheme or the Acquisition, its
implementation or the acquisition of any shares or other securities in, or
control or management of, FD Technologies or any member of the Wider FD
Technologies Group by any member of the Wider Bidco Group void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevent or prohibit, restrict, restrain, or delay or
otherwise materially interfere with the implementation of, or impose
additional conditions or obligations with respect to, or otherwise challenge,
impede, interfere or require material amendment of the Scheme and/or the
Acquisition or the acquisition of any shares or other securities in, or
control or management of, FD Technologies or any member of the Wider FD
Technologies Group by any member of the Wider Bidco Group;
(h) require, prevent or delay a divestiture by any
member of the Wider Bidco Group of any shares or other securities (or the
equivalent) in any member of the Wider FD Technologies Group or any member of
the Wider Bidco Group;
(i) impose any limitation on the ability of any
member of the Wider Bidco Group or any member of the Wider FD Technologies
Group to conduct, integrate or co-ordinate all or any part of its business
with all or any part of the business of any other member of the Wider Bidco
Group and/or the Wider FD Technologies Group;
(j) require any member of the Wider FD
Technologies Group or the Wider Bidco Group to terminate or vary in any
material way any material contract to which any member of the Wider FD
Technologies Group or the Wider Bidco Group is a party;
(k) require any member of the Wider Bidco Group or
any member of the Wider FD Technologies Group or any of their respective
affiliates to: (i) invest, contribute or loan any capital or assets to; (ii)
guarantee or pledge capital assets for the benefit of any member of the Wider
Bidco Group or any member of the Wider FD Technologies Group; or
(l) otherwise materially adversely affect any or
all of the business, assets, profits or prospects of any member of the Wider
FD Technologies Group or any member of the Wider Bidco Group,
and all applicable waiting and other time periods (including any extensions of
them) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition of any FD Technologies Shares
or otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
7. except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider FD Technologies Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled or
subject to or any event or circumstance which, as a consequence of the
Acquisition or because of a change in the control or management of any member
of the Wider FD Technologies Group or otherwise, would reasonably be expected
to result in, in each case to an extent which is material in the context of
the Wider FD Technologies Group taken as a whole:
(a) any monies borrowed by, or any other
indebtedness or liabilities, actual or contingent, of, or any grant available
to, any member of the Wider FD Technologies Group being or becoming repayable,
or capable of being declared repayable, immediately or before its or their
stated maturity date or repayment date, or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(b) save in the ordinary course of business, the
creation or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider FD Technologies Group or any such mortgage, charge or other
security interest (whenever created, arising or having arisen) being enforced
or becoming enforceable;
(c) any such arrangement, agreement, lease,
licence, franchise, permit or other instrument being terminated or adversely
modified or the rights, liabilities, obligations or interests of any member of
the Wider FD Technologies Group thereunder being terminated or adversely
affected or any onerous obligation or liability arising or any adverse action
being taken or arising thereunder;
(d) any liability of any member of the Wider FD
Technologies Group to make any severance, termination, bonus or other payment
to any of its directors, or other officers;
(e) the rights, liabilities, obligations,
interests or business of any member of the Wider FD Technologies Group under
any such arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Wider FD Technologies Group in or
with any other person or body or firm or company (or any agreement or
arrangement relating to any such interests or business) being or becoming
capable of being terminated, or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
(f) any member of the Wider FD Technologies Group
ceasing to be able to carry on business under any name under which it
presently carries on business;
(g) the value of, or the financial or trading
position or prospects of, any member of the Wider FD Technologies Group being
prejudiced or adversely affected; or
(h) the creation of any material liability (actual
or contingent) by any member of the Wider FD Technologies Group other than
trade creditors or other liabilities incurred in the ordinary course of
business,
and, except as Disclosed, no event having occurred which, under any provision
of any arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider FD Technologies Group is a party
or by or to which any such member or any of its assets are bound, entitled or
subject, would reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions 7(a) to (h) in each case to an
extent which is material in the context of the Wider FD Technologies Group
taken as a whole.
Certain events occurring since 29 February 2024
8. Except as Disclosed, no member of the Wider FD
Technologies Group having, since 29 February 2024:
(a) issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares, securities or convertible securities or transferred
or sold or agreed to transfer or sell or authorised or proposed the transfer
or sale of FD Technologies Shares out of treasury (except, where relevant, as
between FD Technologies and subsidiaries of FD Technologies or between the
subsidiaries of FD Technologies and except for the issue or transfer out of
treasury of FD Technologies Shares on the exercise of employee share options
or vesting of employee share awards in the ordinary course under the FD
Technologies Share Plans);
(b) recommended, declared, paid or made or proposed
to recommend, declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or other
distributions whether payable in cash or otherwise) lawfully paid or made by
any subsidiary of FD Technologies to FD Technologies or any of its
subsidiaries;
(c) other than pursuant to the Acquisition (and
except for transactions between FD Technologies and its subsidiaries or
between the subsidiaries of FD Technologies and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or disposal of
assets or shares or loan capital (or the equivalent thereof), in each case to
an extent which is material in the context of the Wider FD Technologies Group
taken as a whole;
(d) except for: (i) transactions between FD
Technologies and its subsidiaries or between the subsidiaries of FD
Technologies and (ii) transactions in the ordinary course of business,
disposed of, or transferred, mortgaged or created any security interest over
any material asset or any right, title or interest in any material asset or
authorised, proposed or announced any intention to do so;
(e) except for transactions between FD
Technologies and its subsidiaries or between the subsidiaries of FD
Technologies, issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the terms of
any debentures or become subject to any contingent liability or incurred or
increased any indebtedness, in each case to an extent which is material in the
context of the Wider FD Technologies Group taken as a whole;
(f) entered into any licence or other disposal of
intellectual property rights of any member of the Wider FD Technologies Group
which are material in the context of the Wider FD Technologies Group taken as
a whole;
(g) except in the ordinary course of business,
entered into or varied or authorised, proposed or announced its intention to
enter into or vary any material contract, arrangement, agreement, transaction
or commitment (whether in respect of capital expenditure or otherwise) which
is of a long term, unusual or onerous nature or magnitude or which is or which
involves or could involve an obligation of a nature or magnitude which is
reasonably likely to be materially restrictive on the business of any member
of the Wider FD Technologies Group;
(h) except in the ordinary course of business,
entered into or varied the terms of, or made any offer (which remains open for
acceptance) to enter into or vary to a material extent the terms of any
contract, service agreement, commitment or arrangement with any director or
senior executive of any member of the Wider FD Technologies Group, except for
salary increases, bonuses or variations of terms in the ordinary course;
(i) proposed, agreed to provide or modified the
terms of any share option scheme, incentive scheme or other benefit relating
to the employment or termination of employment of any employee of the Wider FD
Technologies Group, other than in accordance with the terms of the
Co-operation Agreement or Acquisition or, if required by the Takeover Code, as
agreed by the Panel and/or Bidco;
(j) purchased, redeemed or repaid or announced any
proposal to purchase, redeem or repay any of its own shares or other
securities or reduced or, except in respect of the matters mentioned in
sub-paragraph (a) above, made any other change to any part of its share
capital;
(k) except in the ordinary course of business,
waived, compromised or settled any claim which is material in the context of
the Wider FD Technologies Group as a whole;
(l) terminated or varied the terms of any
agreement or arrangement between any member of the Wider FD Technologies Group
and any other person in a manner which would reasonably be expected to have a
material adverse effect on the financial position of the Wider FD Technologies
Group taken as a whole;
(m) other than in connection with the Scheme (if
required), made any material alteration to its memorandum or articles of
association or other constitutional documents;
(n) except in relation to changes made or agreed as
a result of, or arising from, law or changes to law or legislation, made or
agreed or consented to any change to:
(i) the terms of the trust deeds and rules constituting
the pension scheme(s) established by any member of the Wider FD Technologies
Group for its directors, employees or their dependants;
(ii) the contributions payable to any such scheme(s) or to
the benefits which accrue, or to the pensions which are payable, thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued, made, agreed or consented to;
(o) been unable, or admitted in writing that it is
unable, to pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(p) other than in respect of a member of the Wider
FD Technologies Group which is dormant and was solvent at the relevant time,
taken or proposed any steps, corporate action or had any legal proceedings
instituted or threatened in writing against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer of
all or any of its material assets or revenues or any analogous or equivalent
steps or proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction or had any such person appointed;
(q) except for transactions between FD Technologies
and its subsidiaries or between the subsidiaries, made, authorised, proposed
or announced an intention to propose any change in its loan capital;
(r) entered into, implemented or authorised the
entry into, any joint venture, asset or profit-sharing arrangement,
partnership, merger of business or corporate entities, or other similar
transaction or arrangement (other than the Scheme);
(s) taken (or agreed to take) any action which
requires or would require, the consent of the Panel or the approval of FD
Technologies Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code; or
(t) entered into any agreement, arrangement,
commitment or contract or passed any resolution or made any offer (which
remains open for acceptance) with respect to or announced an intention to, or
to propose to, effect any of the transactions, matters or events referred to
in this Condition 8;
No adverse change, litigation, regulatory enquiry or similar
9. except as Disclosed, since 29 February 2024 there
having been:
(a) no adverse change or deterioration having
occurred, and no circumstance having arisen which would reasonably be expected
to result in any adverse change or deterioration in, the business, assets,
financial or trading position or profits or prospects or operational
performance of any member of the Wider FD Technologies Group which is material
in the context of the Wider FD Technologies Group taken as a whole or is
material in the context of the Acquisition;
(b) no litigation, arbitration proceedings,
prosecution or other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in respect of,
any member of the Wider FD Technologies Group or to which any member of the
Wider FD Technologies Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced, instituted or
remaining outstanding by, against or in respect of, any member of the Wider FD
Technologies Group, in each case which would reasonably be expected to be
material in the context of the Wider FD Technologies Group taken as a whole or
is material in the context of the Acquisition;
(c) no enquiry, review or investigation by, or
complaint or reference to, any Third Party against or in respect of any member
of the Wider FD Technologies Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of any member of
the Wider FD Technologies Group, in each case which would reasonably be
expected to have a material adverse effect on the Wider FD Technologies Group
taken as a whole or is material in the context of the Acquisition;
(d) no contingent or other liability having arisen
or become apparent to Bidco or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the business, assets,
financial or trading position or profits or prospects or operational
performance of any member of the Wider FD Technologies Group to an extent
which is material in the context of the Wider FD Technologies Group taken as a
whole or is material in the context of the Acquisition;
(e) no steps having been taken and no omissions
having been made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member of
the Wider FD Technologies Group which is necessary for the proper carrying on
of its business and the withdrawal, cancellation, termination or modification
of which would reasonably be expected to have a material adverse effect on the
Wider FD Technologies Group taken as a whole or is material in the context of
the Acquisition; and
(f) no member of the Wider FD Technologies Group
having conducted its business in material breach of any applicable laws or
regulations which might reasonably be expected to have a material adverse
effect on the Wider FD Technologies Group taken as a whole or is material in
the context of the Acquisition;
No discovery of certain matters regarding information, liabilities and
environmental issues
10. except as Disclosed, and, in each case to an extent which
is material in the context of the Wider FD Technologies Group taken as a
whole, Bidco not having discovered that:
(a) any financial, business or other information
concerning the Wider FD Technologies Group publicly announced before the date
of this Announcement or disclosed at any time to any member of the Wider Bidco
Group by or on behalf of any member of the Wider FD Technologies Group before
the date of this Announcement is materially misleading, contains a material
misrepresentation of any fact, or omits to state a fact necessary to make that
information not misleading;
(b) any member of the Wider FD Technologies Group or
any partnership, company or other entity in which any member of the Wider FD
Technologies Group has a significant economic interest and which is not a
subsidiary undertaking of FD Technologies is, otherwise than in the ordinary
course of business, subject to any liability, contingent or otherwise;
(c) any past or present member of the Wider FD
Technologies Group has not complied in any material respect with any
applicable legislation, regulations or other requirements of any jurisdiction
or any Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any waste or
hazardous substance or any substance likely to materially impair the
environment (including property) or harm human or animal health or otherwise
relating to environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material liability
including any penalty for non-compliance (whether actual or contingent) on the
part of any member of the Wider FD Technologies Group; or
Intellectual property
11. except as Disclosed, no circumstance having arisen or
event having occurred in relation to any intellectual property owned or used
by any member of the Wider FD Technologies Group, which would reasonably be
expected to have a material adverse effect on the Wider FD Technologies Group
taken as a whole, including:
(a) any member of the Wider FD Technologies Group
losing its title to any material intellectual property used in its business,
or any material intellectual property owned by the Wider FD Technologies Group
being revoked, cancelled or declared invalid;
(b) any claim being asserted in writing or
threatened in writing by any person challenging the ownership of any member of
the Wider FD Technologies Group to, or the validity or effectiveness of, any
of its material intellectual property; or
(c) any agreement regarding the use of any
material intellectual property licensed to or by any member of the Wider FD
Technologies Group being terminated or varied; and
Anti-corruption, sanctions and criminal property
12. except as Disclosed, Bidco not having discovered:
(a) (i) any past or present member, director,
officer or employee of the Wider FD Technologies Group is or has at any time
engaged in any activity, practice or conduct would constitute an offence under
the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as
amended, or any other anti-corruption legislation applicable to the Wider FD
Technologies Group; or (ii) any person that performs or has performed services
for or on behalf of the Wider FD Technologies Group is or has at any time
engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or
any other applicable anti-corruption legislation;
(b) any asset of any member of the Wider FD
Technologies Group constitutes criminal property as defined by section 340(3)
of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition) or proceeds of crime under any other applicable law, rule, or
regulation concerning money laundering or proceeds of crime or any member of
the Wider FD Technologies Group is found to have engaged in activities
constituting money laundering under any applicable law, rule, or regulation
concerning money laundering;
(c) any past or present member, director, officer
or employee of the Wider FD Technologies Group, or any other person for whom
any such person may be liable or responsible, has engaged in any business
with, made any investments in, made any funds or assets available to or
received any funds or assets from: (i) any government, entity or individual in
respect of which US, UK or European Union persons, or persons operating in
those territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic resources,
by applicable UK, US or European Union laws or regulations, including the
economic sanctions administered by the United States Office of Foreign Assets
Control or HM Treasury & Customs; or (ii) any government, entity or
individual targeted by any of the economic sanctions of the United Nations,
the United Kingdom, the United States, the European Union or any of its member
states; or
(d) a member of the Wider FD Technologies Group has
engaged in any transaction or conduct which would cause any member of the
Wider Bidco Group to be in breach of any applicable law or regulation upon its
Acquisition of FD Technologies, including the economic sanctions of the United
States Office of Foreign Assets Control or HM Treasury & Customs, or any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, the United Kingdom, the United States, the European Union
or any of its member states.
PART B: CERTAIN FURTHER TERMS OF THE ACQUISITION
1. The Acquisition will be subject to the satisfaction (or
waiver, if capable of waiver) of the Conditions, and to the full terms and
conditions which will be set out in the Scheme Document.
2. Conditions 2(a), 2(b) and 3 to 12 (inclusive) of Part A
above must each be fulfilled, determined by Bidco to be or to remain satisfied
or (if capable of waiver) be waived by Bidco by no later than 11.59 p.m.
(London time) on the date immediately preceding the date of the Sanction
Hearing, failing which the Scheme will, with the consent of the Panel (if
required), lapse.
3. Notwithstanding the paragraph above, except for
Conditions 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be waived, and subject
to the requirements of the Panel and the Takeover Code, Bidco reserves the
right in its sole discretion to waive:
(a) the deadlines set out in Conditions 2(a)(ii),
2(b)(ii) and 2(c)(ii) of Part A above for the timing of the Court Meeting, the
General Meeting and the Sanction Hearing. If any such deadline is not met,
Bidco will make an announcement by 8.00 a.m. (London time) on the Business Day
following such deadline confirming whether it has invoked or waived the
relevant Condition or agreed with FD Technologies to extend the deadline in
relation to the relevant Condition. In all other respects, Condition 2 of Part
A above cannot be waived; and
(b) in whole or in part, all or any of Conditions 1
and 3 to 12 (inclusive) of Part A above.
4. Bidco will be under no obligation to waive (if capable
of waiver) or to treat as fulfilled any of the Conditions by a date earlier
than the latest date for the fulfilment of that Condition, notwithstanding
that the other Conditions may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.
5. If Bidco is required by the Panel to make an offer for
FD Technologies Shares under the provisions of Rule 9 of the Takeover Code,
Bidco may make such alterations to any of the above Conditions and terms of
the Acquisition as are necessary to comply with the provisions of that Rule.
6. Under Rule 13.5(a) of the Takeover Code, Bidco may only
invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code so as
to cause the Acquisition not to proceed, to lapse or to be withdrawn with
the consent of the Panel. The Panel will normally only give its consent if the
circumstances which give rise to the right to invoke the Condition are of
material significance to Bidco in the context of the Acquisition. This will
be judged by reference to the facts of each case at the time that the relevant
circumstances arrive.
7. Any condition that is subject to Rule 13.5(a) may be
waived by Bidco.
8. Conditions 1 and 2 of Part A above (and, if applicable,
any acceptance condition if the Acquisition is implemented by means of a
Takeover Offer) are not subject to Rule 13.5(a) of the Takeover Code.
9. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
10. The FD Technologies Shares to be acquired under the
Acquisition will be acquired with full title guarantee, fully paid and free
from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any) or any other
return of capital (whether by reduction of share capital or share premium
account or otherwise) declared, made, paid or becoming payable by reference to
a record date falling on or after the Effective Date (other than any dividend
in respect of which a corresponding reduction in the consideration payable in
respect of each FD Technologies Share has been made as described in paragraph
11 below).
11. Subject to the terms of the Scheme, if, on or after the
date of this Announcement, any dividend, distribution and/or other return of
capital is authorised, declared, made or paid or becomes payable in respect of
FD Technologies Shares, Bidco reserves the right (without prejudice to any
right of Bidco, with the consent of the Panel, to invoke Condition 8(b) of
Part A above) to reduce the consideration by the amount of any such dividend,
distribution or other return of capital, in which case: (a) any reference in
this Announcement or in the Scheme Document to the consideration for the FD
Technologies Shares will be deemed to be a reference to the consideration as
so reduced (and accordingly, the Cash Offer and the Alternative Offer); and
(b) the relevant eligible FD Technologies Shareholders will be entitled to
receive and retain such dividend, distribution or other return of capital made
or paid. To the extent that any such dividend, distribution or other return of
capital announced or declared, but not paid or made, or is not payable by
reference to a record date on or prior to the Effective Date, and is or shall
be: (i) transferred pursuant to the Acquisition on a basis which entitles
Bidco to receive the dividend or distribution and to retain it; or (ii)
cancelled, the consideration will not be subject to change in accordance with
this paragraph 11. Any exercise by Bidco of its rights referred to in this
paragraph 11 shall be the subject of an announcement and the consent of the
Panel and, for the avoidance of doubt, shall not be regarded as constituting
any revision or variation of the Acquisition.
12. Bidco reserves the right to elect (with the consent of the
Panel (where necessary) and subject to the terms of the Co-operation
Agreement) to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Acquisition will be implemented
on the same terms (subject to the terms of the Co-operation Agreement as those
which would apply to the Scheme. Further, if sufficient acceptances of the
Takeover Offer are received and/or sufficient FD Technologies Shares are
otherwise acquired, it is the intention of Bidco to apply the provisions of
the Companies Act to compulsorily acquire any outstanding FD Technologies
Shares to which such Takeover Offer relates.
13. The availability of the Acquisition to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
14. The Scheme will be governed by the laws of Northern
Ireland and is subject to the jurisdiction of the Court and to the Conditions
and further terms set out in this Appendix 1 and to be set out in the Scheme
Document. The Acquisition will be subject to the applicable requirements of
the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules, the
Euronext Growth Rules and the Registrar of Companies and the FCA.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:
1. The Latest Practicable Date is close of business on 7
May 2025.
2. The existing issued and to be issued ordinary share
capital of FD Technologies on a fully diluted basis comprises:
(a) 22,105,740 FD Technologies Shares in issue as
at the Latest Practicable Date; and
(b) FD Technologies expects that a total of
1,155,583 shares will be required as a result of the exercising of options and
granting of awards. As a result, FD Technologies expects 1,155,583 new FD
Technologies Shares to be issued on or after the date of this Announcement,
resulting in an aggregate fully diluted share capital of 23,261,323 FD
Technologies Shares.
3. The value of FD Technologies' entire issued and to be
issued ordinary share capital of £569,902,414, implied by the terms of the
Acquisition, is based on the consideration of £24.50 per FD Technologies
Share multiplied by the issued and to be issued share capital of FD
Technologies (as referred to at paragraph 2 above).
4. The Closing Prices on 21 March 2025 and 6 May 2025 are
taken from the Daily Official List.
5. Volume-weighted average prices have been derived from
Bloomberg and have been rounded to the nearest single decimal place.
The premium calculations to the price per FD Technologies Share have been made
by reference to the offer price of £24.50 per FD Technologies Share referred
to in paragraph 3 above and:
(a) the Closing Price of £16.58 per FD
Technologies Share on 21 March 2025 (being the last trading day before the
Possible Offer Date);
(b) the twelve-month volume weighted average price
of £16.24 per FD Technologies Share from 7 May 2024 to 6 May 2025 (being the
last trading day before the commencement of the Offer Period); and
(c) the Closing Price of £19.28 per FD
Technologies Share on 6 May 2025 (being the last trading day before the
commencement of the Offer Period).
6. Unless otherwise stated, the financial information
relating to FD Technologies is extracted from the audited consolidated
financial statements of FD Technologies for the financial year to 29 February
2024, prepared in accordance with UK-adopted international accounting
standards (IFRS) and the Companies Act 2006.
7. The GBP:USD exchange rate used for the purposes of this
Announcement is 1.3344, being the prevailing rate quoted by Bloomberg as at
4:30 p.m. (London time) at the Latest Practicable Date.
8. Certain figures included in this Announcement have been
subject to rounding adjustments.
Appendix 3
IRREVOCABLE UNDERTAKINGS
1. FD Technologies Directors
The following FD Technologies Directors have given irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting and, if Bidco exercises its right to implement
the Acquisition by way of a Takeover Offer (subject to the consent of the
Panel and the terms of the Co-operation Agreement), to accept or procure
acceptance of such Takeover Offer, in each case in respect of their own
beneficial holdings of FD Technologies Shares as well as any further FD
Technologies Shares of which they may become the beneficial holder (whether as
a result of the vesting of awards under the FD Technologies Share Plans or
otherwise):
Name Number of FD Technologies Shares Percentage of FD Technologies existing issued share capital
Usama Fayyad 7,298 0.03
Seamus Keating 49,018 0.22
Ryan Preston 6,936 0.03
Ayman Sayed 10,877 0.05
Thomas Seifert 10,815 0.05
Donna Troy 18,523 0.08
Total 103,467 0.47
These irrevocable undertakings remain binding in the event a higher competing
offer is made for FD Technologies and will only cease to be binding if:
· Bidco publicly announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition; or
· the Acquisition lapses or is withdrawn in accordance with its terms
and no new, revised or replacement offer or scheme is announced by Bidco in
accordance with Rule 2.7 of the Takeover Code within 5 Business Days of such
lapse or withdrawal.
2. FD Technologies Shareholders irrevocable undertakings
In addition to the FD Technologies Directors, Irenic, Briarwood, Gumshoe and
Juliana Conlon have each given to Bidco an irrevocable undertaking in respect
of their beneficial holdings of FD Technologies Shares (or those FD
Technologies Shares over which they have control), as follows:
Name Number of FD Technologies Shares Percentage of FD Technologies existing issued share capital
Irenic 6,450,019 29.2
Briarwood 2,212,683 10.0
Gumshoe 1,590,237 7.2
Juliana Conlon 2,219,747 10.0
Irenic
Pursuant to the irrevocable undertaking given by Irenic, Irenic has agreed to
accept the Alternative Offer in respect of its entire holding of FD
Technologies Shares. If no other FD Technologies Shareholders elect for the
Alternative Offer then it is expected that Irenic will, following completion
of the Acquisition, hold Rollover Shares representing approximately 37 per
cent. of Topco.
This irrevocable undertaking will only cease to be binding if:
· Bidco publicly announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition and no new, revised or replacement
offer is announced by Bidco in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days of such announcement;
· any competing offer made pursuant to Rule 2.7 of the Takeover Code
becomes effective in accordance with its terms (if undertaken by way of scheme
of arrangement) or is declared wholly unconditional (if undertaken by way of a
contractual takeover offer);
· the Acquisition lapses or is withdrawn in accordance with its terms
and no new, revised or replacement offer or scheme is announced by Bidco in
accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such
lapse or withdrawal; or
· a competing offer is made pursuant to Rule 2.7 of the Takeover Code
by a bona fide third-party bidder to all FD Technologies Shareholders at a
price per FD Technologies Share of £36.75 or higher.
Briarwood
The irrevocable undertaking given by Briarwood will only cease to be binding
if:
· Bidco publicly announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition and no new, revised or replacement
offer is announced by Bidco in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days of such announcement;
· the Acquisition lapses or is withdrawn in accordance with its terms
and no new, revised or replacement offer or scheme is announced by Bidco in
accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such
lapse or withdrawal; or
· a competing offer is made pursuant to Rule 2.7 of the Takeover Code
by a bona fide third-party bidder to all FD Technologies Shareholders at a
price per FD Technologies Share of £36.75 or higher.
Gumshoe
The irrevocable undertaking given by Gumshoe will only cease to be binding if:
· Bidco publicly announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition and no new, revised or replacement
offer is announced by Bidco in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days of such announcement;
· any competing offer made pursuant to Rule 2.7 of the Takeover Code
becomes effective in accordance with its terms (if undertaken by way of scheme
of arrangement) or is declared wholly unconditional (if undertaken by way of a
contractual takeover offer);
· the Acquisition lapses or is withdrawn in accordance with its terms
and no new, revised or replacement offer or scheme is announced by Bidco in
accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such
lapse or withdrawal; or
· a competing offer is made pursuant to Rule 2.7 of the Takeover Code
by a bona fide third-party bidder to all FD Technologies Shareholders at a
price per FD Technologies Share of £36.75 or higher.
Juliana Conlon
The irrevocable undertaking given by Juliana Conlon will only cease to be
binding if:
· Bidco publicly announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition and no new, revised or replacement
offer is announced by Bidco in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days of such announcement;
· the Acquisition lapses or is withdrawn in accordance with its terms
and no new, revised or replacement offer or scheme is announced by Bidco in
accordance with Rule 2.7 of the Takeover Code within 10 Business Days of such
lapse or withdrawal; or
· a competing offer is made pursuant to Rule 2.7 of the Takeover Code
by a bona fide third-party bidder to all FD Technologies Shareholders on terms
which represent an improvement of no less than five per cent. of the value of
the Cash Offer for the FD Technologies Shares.
Appendix 4
SUMMARY TERMS OF THE ROLLOVER SHARES
1. Information in respect of the Bidco Group
Bidco is indirectly wholly owned and controlled by entities forming part of TA
Fund XV. It is a wholly-owned direct subsidiary of Midco. Bidco is a limited
company registered in Northern Ireland and incorporated on 6 May 2025. The
share capital of Bidco currently comprises 10,000 ordinary shares of £0.01
each. Bidco has not traded since its date of incorporation, nor has it entered
into any obligations other than in connection with the Acquisition.
Midco is a limited company registered in England and Wales and incorporated on
6 May 2025. Midco was formed for the purposes of the Acquisition and is a
wholly-owned direct subsidiary of Topco. Midco has not traded since its date
of incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.
Topco is a limited company registered in England and Wales and incorporated on
6 May 2025, is an indirect parent entity of Bidco and shall issue the Rollover
Shares to be ultimately held by FD Technologies Shareholders electing for the
Alternative Offer.
Between the date of this Announcement and the Effective Date, no member of the
Bidco Group is expected to conduct any business or activities other than in
connection with the Acquisition.
2. Topco share capital and Rollover Share mechanics
Each Rollover Share will be allotted and issued credited as fully paid. The
Rollover Shares will rank pari passu in all respects with the Topco Shares
which are in issue at the time that the Rollover Shares are allotted and
issued, including with regard to any rights to receive and retain dividends
and other distributions declared, made or paid by reference to a record date
falling after the Effective Date.
For the purposes of Rule 24.11 of the Takeover Code, Jefferies will provide an
estimate of the value of a Rollover Share in the Scheme Document.
Upon the Scheme becoming Effective, Topco will issue Rollover Shares to the
eligible FD Technologies Shareholders who have validly elected for the
Alternative Offer pursuant to the terms of the Alternative Offer. Topco Shares
will also be issued to entities owned directly or indirectly by TA Fund XV in
consideration of its funding of the cash consideration payable to FD
Technologies Shareholders.
The maximum number of Rollover Shares available to FD Technologies
Shareholders under the Alternative Offer will be limited to the Alternative
Offer Maximum. If elections are validly received from eligible FD Technologies
Shareholders in respect of a number of FD Technologies Shares that would
require the issue of Rollover Shares exceeding the Alternative Offer Maximum,
such elections will be unable to be satisfied in full. In these circumstances
the number of Rollover Shares to be issued to each eligible and electing FD
Technologies Shareholder will be scaled back as nearly as possible on a
pro-rata basis, and the balance of the consideration for each FD Technologies
Share will be paid in cash in accordance with the terms of the Cash Offer.
Unless otherwise determined by Topco and permitted by applicable law and
regulation, the Alternative Offer will not be offered, and the Rollover Shares
will not be offered, sold or delivered, directly or indirectly, in or into any
Restricted Jurisdiction and individual acceptances of the Alternative Offer
will only be valid if all regulatory approvals (if any) required by an FD
Technologies Shareholder to acquire the Rollover Shares have been obtained.
Topco will use its reasonable endeavours (provided it does not prejudice TA
Fund XV, Topco, the Wider Bidco Group or the TA group) to structure the
Rollover in such a manner as to allow any 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.
3. Rights attaching to Rollover Shares
Economic rights
The economic rights described below are subject to the risks also described
below and in paragraph 15 of this Announcement (for example, that holders of
Rollover Shares may be diluted over time, potentially significantly, should
holders of Rollover Shares not elect to participate in further issuances of
additional shares or other securities of Topco).
Subject to the above, any return of proceeds to holders of Topco Shares,
whether on an Exit (as described below) or otherwise, including the right to
receive and retain dividends and all other distributions and all other returns
of capital made or paid, shall be distributed to each holder of Topco Shares
pro-rata to their holding of Topco Shares. All Topco Shares shall rank equally
as regards any distributions, dividends, buy-back any other capital redemption
or other returns of income or capital made by Topco.
Voting and consultation rights
Each Topco Share shall entitle the holder thereof to receive notice of and to
attend, speak and vote at any general meeting of Topco, and to vote on any
resolution proposed to members as a written resolution, on the basis of one
vote per Topco Share.
However, the prior written consent of a Rollover Shares Majority will only be
required (i) in relation to the entering into of any arrangement or
transaction between TA Fund XV and the Bidco Group, subject to customary
exceptions; (ii) to vary Topco's governance documents in a way that would
adversely and disproportionately impact the holders of Rollover Shares as
compared to TA Fund XV; (iii) to undertake non-pro-rata redemptions or
distributions to shareholders in Topco (other than buybacks from leavers);
(iv) to effect any alteration of the tax domicile of Topco; and/or (v) to wind
up Topco (or undertake an equivalent insolvency event).
The prior consent of any holder of Rollover Shares will also be required in
order for Topco to vary Topco's governance documents in a way that would
materially, adversely and disproportionately impact such holder of Rollover
Shares as compared to TA Fund XV.
Holders of a Rollover Shares Majority shall have a consultation right prior to
Topco undertaking either (i) any fundamental change to the nature of the Bidco
Group's business; (ii) any acquisitions or dispositions by the Bidco Group;
(iii) the approval of the Bidco Group's annual budget and variations thereto;
and/or (iv) any proposed appointment or removal of the CEO or CFO of the Bidco
Group from time to time.
Information and board appointment rights
Only those Rollover Shareholders that are represented on the board of
directors of Topco shall have certain customary information rights in relation
to the Bidco Group.
Rollover Shareholders holding a Rollover Shares Majority shall (acting
together) be entitled to: (i) appoint up to two directors to the board of
directors of Topco; or (ii) where the Rollover Shares cease to represent at
least 15 per cent. of all Topco Shares, elect one individual to be appointed
as an observer or director to the board of directors of Topco, provided that
such Rollover Shareholders (acting together) continue to hold no less than ten
per cent. of the Topco Shares.
No other Rollover Shareholder shall be entitled to any information rights
other than those required pursuant to applicable law.
Transfers of shares
No Rollover Shares will be transferable (including direct or indirect
transfers and encumbering or otherwise granting security over such shares)
without the prior written consent of TA Fund XV, except pursuant to certain
customary permitted affiliate transfer rights, personal estate planning and
transfers in connection with the "drag-along", "tag-along" and
"right-of-first-offer" provisions described in further detail below.
Additional Topco Share issuances
Rollover Shareholders will have pre-emption rights for any issuances of equity
or equity-linked securities by Topco (subject to certain customary
exceptions), pursuant to which Rollover Shareholders shall be entitled to
participate pro-rata and on the same terms and conditions in the issuance.
In the event a Rollover Shareholder is entitled, and wishes to, participate in
an issuance but is unable to raise capital in the required timeframe, the
Rollover Shareholder may elect to participate subject to a 60-day "catch-up"
right (and otherwise on terms reflecting the emergency accelerated issuance
process).
Drag-along and tag-along
TA Fund XV shall have a right to "drag along" any Rollover Shares on the same
terms on any transfers of Topco Shares by TA Fund XV (excluding any transfer
to a new TA fund or TA-managed continuation fund or vehicle), including the
same price and the same form of consideration (or same combination of
different types of consideration) as that received in each case by TA Fund XV;
provided, however, that Rollover Shareholders shall not be obligated to give
any commercial or tax warranties, representations or indemnities (save for a
no leakage covenant on a several basis and customary fundamental warranties,
and provided that each Rollover Shareholder shall assume its pro-rata
liability for (but not give) any other business warranty or indemnity as is
given by TA Fund XV), or any undertakings in respect of non-competition,
non-investment, non-solicitation, non-hire, non-disparagement or any other
restrictive covenants.
Holders of Rollover Shares shall be entitled to customary pro-rata "tag-along"
rights on any transfer of Topco Shares by TA Fund XV, or a full "tag-along"
right on any transfer of a majority of the Topco Shares by TA Fund XV, in each
case to a bona fide third party purchaser (including, for the avoidance of
doubt, to any new TA fund or TA-managed continuation fund or vehicle), on
corresponding terms and conditions as TA Fund XV, including the same price and
the same form of consideration (or same combination of different types of
consideration), as that received in each case by TA Fund XV; provided,
however, that the Rollover Shareholders shall not be obligated to give any
commercial or tax warranties, representations or indemnities (save for a no
leakage covenant on a several basis and customary fundamental warranties and
provided that each Rollover Shareholder shall assume its pro-rata liability
for (but not give) any other business warranty or indemnity as is given by TA
Fund XV), or any undertakings in respect of non-competition, non-investment,
non-solicitation, non-hire, non-disparagement or any other restrictive
covenants.
Right-of-first-offer
If, after a period of 7 years following the Effective Date, the Rollover
Shareholders (or any of them) wish to transfer all (and not only some) of
their Rollover Shares to a third party, they may do so, subject to the holders
of a Rollover Shares Majority consenting thereto, and subject to providing TA
Fund XV with a right to first make an all-cash offer to acquire all (and not
only some) of the Rollover Shares subject to the proposed transfer (a "RoFo
Offer"). If the holders of a Rollover Shares Majority (acting on behalf of the
transferring Rollover Shareholders) reject the RoFo Offer, or TA Fund XV makes
a RoFo Offer but binding documentation in respect of such disposal has not
been entered into within 2 months following receipt of the RoFo Offer (other
than due to non-co-operation by any transferring Rollover Shareholders), the
holders of a Rollover Shares Majority may notify the transferring Rollover
Shareholders that they may proceed with the disposal with any third party but:
(i) only at a price which is not lower than the price offered by TA Fund XV in
its RoFo Offer; and (ii) binding documentation in respect of such disposal
must be entered into by the Rollover Shareholders with the third party within
6 months of the date on which it notified TA Fund XV of its intention to sell
(after which period, TA Fund XV has the right to submit another RoFo Offer and
the process set out above will be repeated).
With respect to any disposal by any Rollover Shareholder to a third party
pursuant to this section, TA Fund XV shall use its reasonable endeavours, to
the extent reasonably requested and within its control: (i) to provide
commercially reasonable assistance to the Rollover Shareholders to ensure that
the proposed transferee has reasonable access to relevant information; and
(ii) not unreasonably obstruct, condition or delay such sale process.
Exit arrangements
Any future share sale, IPO, winding-up or other form of liquidity event
relating to the Bidco Group (an "Exit") shall occur at the absolute discretion
of TA Fund XV. All holders of Rollover Shares are subject to customary
co-operation provisions in connection with such an Exit.
Governing law and jurisdiction
The Topco Shareholders' Agreement and any non-contractual obligations arising
out of or in connection with it shall be governed by English law. The courts
of England and Wales shall have exclusive jurisdiction to settle any dispute
which may arise out of or in connection with the Topco Shareholders' Agreement
and accordingly any proceedings arising out of or in connection with the Topco
Shareholders' Agreement shall be brought in such courts.
Registration Rights
TA Fund XV and holders of a Rollover Shares Majority shall have customary
registration rights on an IPO.
Other
For the purposes of calculating the percentage of Rollover Shares as a
proportion of the Topco Shares, any dilution to the holdings of Topco Shares
held by the Rollover Shareholders as a result of issuances of securities upon
which the Rollover Shareholders were not entitled to participate (including
for the avoidance of doubt, pursuant to any management incentive pool), shall
be disregarded.
4. Terms of the Alternative Offer in the event of a switch
In the event that Bidco elects, with the consent of the Panel and subject to
the Co-operation Agreement, to switch to a Takeover Offer, and less than 100
per cent. of the FD Technologies Shares are acquired by Bidco on or around the
date of such Takeover Offer becoming or being declared unconditional, the
total number of Rollover Shares to be issued to eligible FD Technologies
Shareholders who elect for the Alternative Offer will remain a number equal to
approximately 37 per cent. of the issued Topco Shares and approximately 27 per
cent. of FD Technologies Shares in issue as at the Latest Practicable Date
(noting that the exact percentage remains subject to certain factors including
exchange rate fluctuations and transaction expenses) assuming the Takeover
Offer becomes or is declared unconditional and results in the acquisition of
the entire issued share capital of FD Technologies (under the compulsory
acquisition procedure or otherwise).
In that event, if elections for the Alternative Offer are unable to be
satisfied in full as a result, the number of Rollover Shares to be issued to
each eligible and electing FD Technologies Shareholder will be scaled back as
nearly as possible on a pro-rata basis and the balance of the consideration
for each FD Technologies Share will be paid in cash in accordance with the
terms of the Cash Offer.
Appendix 5
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition"
the recommended acquisition by Bidco of the entire issued and to be issued
ordinary share capital of FD Technologies on the terms and subject to the
conditions set out in this Announcement, to be implemented by means of the
Scheme as described in this Announcement (or, should Bidco elect, subject to
the consent of the Panel and the terms of the Co-operation Agreement, by means
of a Takeover Offer) and, where the context requires, any subsequent revision,
variation, extension or renewal of it;
"AIM"
the market of that name operated by the London Stock Exchange;
"AIM
Rules"
the AIM Rules for Companies published by the London Stock Exchange from time
to time;
"Alternative
Offer"
the alternative to the Cash Offer whereby eligible FD Technologies
Shareholders may elect to receive the consideration applicable to their
holding of FD Technologies Shares in Rollover Shares at a ratio of 2,450
Rollover Shares to every 1 FD Technologies Share held as at the Scheme Record
Time (subject to the Alternative Offer Maximum);
"Alternative Offer Maximum" has the
meaning set out in paragraph 2;
"Announcement"
this announcement (including the summary and Appendices to it);
"Authorisations"
regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions, determinations, exemptions
or approvals;
"Bidco"
Kairos Bidco Limited, a company incorporated in Northern Ireland with company
number NI729160;
"Bidco
Articles"
the articles of association of Bidco;
"Bidco
Group"
Topco and its subsidiary undertakings, and any other undertaking (including
any body corporate, partnership, joint venture or firm) in which Topco and/or
all such undertakings (aggregating their interests) have a Significant
Interest;
"Bidco
Shares"
ordinary shares of £0.01 in the capital of Bidco;
"Briarwood"
Briarwood Chase Management LLC;
"Business
Day"
a day, other than a Saturday, Sunday, public holiday or bank holiday, on which
banks are generally open for business in the City of London and Boston;
"Cash
Offer"
the cash offer being made by Bidco to FD Technologies Shareholders in
connection with the Acquisition, being £24.50 in cash for every FD
Technologies Share held as at the Scheme Record Time;
"Closing
Price"
closing middle market price of an FD Technologies Share on a particular
trading day as derived from the AIM Appendix to the Daily Official List;
"Co-operation Agreement"
co-operation agreement entered into between Bidco and FD Technologies dated 8
May 2025, relating to, among other things, the implementation of the
Acquisition, as described in paragraph 12 of this Announcement;
"Companies
Act"
Companies Act 2006, as amended from time to time;
"Conditions"
the conditions to the implementation of the Acquisition, as set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement"
the confidentiality agreement entered into between TA and FD Technologies
dated 7 March 2025, as described in paragraph 12 of this Announcement;
"Court"
High Court of Justice in Northern Ireland;
"Court
Meeting"
the meeting or meetings of FD Technologies Shareholders to be convened
pursuant to an order of the Court under Part 26 of the Companies Act to
consider and, if thought fit, to approve the Scheme (with or without amendment
approved or imposed by the Court and to be agreed to by Bidco and FD
Technologies), including any adjournment, postponement or reconvening of any
such meeting, notice of which is to be contained in the Scheme Document;
"Court
Order"
order of the Court sanctioning the Scheme under Part 26 of the Companies Act;
"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in the CREST Regulations) in accordance
with which securities may be held and transferred in uncertificated form;
"CREST
Regulations"
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (including
as it forms part of domestic law of the UK by virtue of the European Union
(Withdrawal) Act 2018), as amended from time to time;
"Daily Official
List"
the daily record setting out the prices of all trades in shares and other
securities published by the London Stock Exchange;
"Dealing
Disclosure"
an announcement pursuant to Rule 8 of the Takeover Code containing details of
dealings in interests in relevant securities of a party to an offer;
"Debt Commitment Letter"
the debt commitment letter entered into between Golub Capital LLC and Bidco,
dated 8 May 2025;
"Disclosed"
the information fairly disclosed by, or on behalf of, FD Technologies: (i) to
TA or Bidco or any of their affiliates or via the virtual data room operated
by or on behalf of FD Technologies in connection with the Acquisition or in
due diligence sessions with FD Technologies Directors or employees of the
Wider FD Technologies Group and any written replies and correspondence in
connection therewith; (ii) in the annual or half year report and accounts of
the FD Technologies Group for the relevant financial period or periods
referred to in the relevant Condition and published prior to the date of this
Announcement; (iii) in this Announcement (or in any of the documents listed in
paragraph 19 above); (iv) in filings with the Registrar of Companies in
England and appearing on FD Technologies files within the last two years; or
(v) in any other announcement to a Regulatory Information Service by, or on
behalf of, FD Technologies before the publication of this Announcement;
"EBITDA"
means earnings before interest, tax, depreciation, and amortisation;
"Effective"
in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (ii) if the Acquisition is implemented by way of a Takeover Offer, the
Takeover Offer having been declared or having become unconditional in
accordance with the requirements of the Takeover Code;
"Effective
Date"
the date on which the Scheme becomes Effective;
"Equity Commitment Letter" the
equity commitment letter entered into between TA XV-A, L.P., TA XV-B, L.P., TA
XV-C SCSp and Bidco, dated 8 May 2025;
"Euroclear"
Euroclear UK & International Limited;
"Euronext"
Euronext N.V. or its successor;
"Euronext Growth Dublin"
the market of that name operated by Euronext;
"Euronext Growth Rule Book" the
Euronext Growth Markets Rule Book published by Euronext from time to time;
"Excluded
Shares"
any FD Technologies Shares at the Scheme Record Time which (if any):
(a) are owned or controlled by the Bidco Group; or
(b) are held by FD Technologies as treasury shares (within the meaning of the
Companies Act);
"FD
Technologies"
FD Technologies plc;
"FD Technologies Articles"
articles of association of FD Technologies as amended from time to time;
"FD Technologies Directors"
directors of FD Technologies at the date of this Announcement or, where the
context so requires, the directors of FD Technologies from time to time;
"FD Technologies
Group" FD Technologies
and its subsidiaries and subsidiary undertakings from time to time and, where
the context so requires or admits, each of them;
"FD Technologies
LTIP" FD
Technologies long term incentive plan, as amended from time to time;
"FD Technologies Share Plans" each of:
the FD Technologies LTIP and the FD Technologies USS;
"FD Technologies Shareholders" holders of FD
Technologies Shares;
"FD Technologies
Shares" existing
unconditionally allotted or issued and fully paid up ordinary shares of
£0.005 each in the capital of FD Technologies from time to time;
"FD Technologies
USS" FD
Technologies unapproved share option scheme, as amended from time to time;
"FCA"
Financial Conduct Authority of the United Kingdom or its successor from time
to time, acting in its capacity as the competent authority for the purposes of
Part VI of FSMA;
"FCA
Handbook"
the FCA's Handbook of rules and guidance as amended from time to time;
"Form of
Election"
the form by which Scheme Shareholders (other than those resident in a
Restricted Jurisdiction) may elect to receive the Alternative Offer which will
accompany the Scheme Document;
"Forms of
Proxy"
forms of proxy in connection with each of the Court Meeting and the General
Meeting (or both, as the context requires), in each case which will accompany
the Scheme Document;
"FSMA"
the Financial Services and Markets Act 2000, as amended from time to time;
"General
Meeting"
the general meeting of FD Technologies Shareholders to be convened in
connection with the Scheme to consider and, if thought fit, to approve the
Resolutions (with or without amendment), which is expected to be held as soon
as the preceding Court Meeting shall have concluded and including any
adjournment, postponement or reconvening of such meeting;
"Gumshoe"
Gumshoe Master Fund LP;
"HSR
Act"
the U.S.A. Hart-Scott-Rodino Antitrust Improvements Act of 1976;
"IFRS"
International Financial Reporting Standards;
"Investec"
Investec Bank plc;
"IPO"
an admission to trading on any recognised investment exchange of securities;
"Irenic"
together, (1) Irenic Capital Evergreen Master Fund LP; (2) Irenic Capital
Opportunity Master Fund LP; and (3) Irenic Mayfair LLC;
"Irenic
Irrevocable"
has the meaning given in paragraph 6 of this Announcement;
"Jefferies"
Jefferies International Limited;
"J.P. Morgan
Cazenove" J.P.
Morgan Securities plc;
"Latest Practicable
Date" close on
business on 7 May 2025, being the last Business Day before publication of this
Announcement;
"London Stock
Exchange" London Stock
Exchange plc or its successor;
"Long Stop
Date"
11.59 p.m. (London time) on 31 December 2025, or such later date as may be
agreed by FD Technologies and Bidco (with the consent of the Panel and, if
required, as the Court may approve);
"Meetings"
the Court Meeting and/or the General Meeting, as the case may be (or both, as
the context requires);
"Midco"
Kairos Midco Limited, a company incorporated in England and Wales with company
number 16431517;
"NSI
Act"
means the National Security and Investment Act 2021;
"Offer
Document"
should the Acquisition be implemented by way of a Takeover Offer, the document
which would be sent to FD Technologies Shareholders containing, amongst other
things, the terms and conditions of the Takeover Offer;
"Offer
Period"
the offer period (as defined by the Takeover Code) relating to FD
Technologies, which commenced on 7 May 2025 and ending on the earlier of: (i)
the Effective Date and/or (ii) the date on which it is announced that the
Scheme has lapsed or has been withdrawn (or such other date as the Takeover
Code may provide or the Panel may decide);
"Opening Position Disclosure" has
the same meaning given to it in Rule 8 of the Takeover Code;
"Overseas
Shareholders" FD
Technologies Shareholders (or nominees of, or custodians or trustees for FD
Technologies Shareholders) who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom;
"Panel"
Panel on Takeovers and Mergers;
"Possible Offer
Date" 24
March 2025, being the date on which the most recent proposal was received from
TA by FD Technologies in relation to a possible cash offer of £24.50 per FD
Technologies Share;
"PRA"
Prudential Regulation Authority, or any successor regulatory body;
"Registrar of
Companies" the
Registrar of Companies in Northern Ireland;
"Regulatory Information Service" a regulatory
information service as defined in the FCA Handbook;
"Resolutions"
shareholder resolution(s) to be proposed by FD Technologies at the General
Meeting necessary to facilitate the implementation of the Scheme and the
Acquisition, including, without limitation, a resolution to amend the FD
Technologies Articles by the adoption and inclusion of a new article (in terms
approved by Bidco);
"Restricted
Jurisdiction" any
jurisdiction where local laws or regulations may result in a significant risk
of civil, regulatory or criminal exposure if information concerning the
Acquisition were made available in that jurisdiction, or if the Acquisition
(including details regarding any election that may be made for the Alternative
Offer) is or were extended or made available in that jurisdiction, or where to
do so would result in a requirement to comply with any governmental or other
consent or any registration, filing or other formality which Bidco or FD
Technologies regards as unduly onerous;
"Rollover
Shareholders"
holders of Rollover Shares from time to time;
"Rollover
Shares"
those Topco Shares to be issued to eligible FD Technologies Shareholders who
elect to receive the Alternative Offer, the terms of which are summarised at
Appendix 4 and will be set out in full in the Scheme Document, the Topco
Articles and the Topco Shareholders' Agreement, with each Rollover Share
comprising one Topco Share;
"Rollover Shares Majority"
Rollover Shares representing a majority of the Rollover Shares, provided that
(otherwise than in relation to the 10 per cent. board / observer appointment
right) the Rollover Shares (in aggregate) represent no less than 15 per cent.
of Topco Shares;
"Rothschild &
Co"
N.M. Rothschild & Sons Limited;
"Sanction
Hearing"
the hearing by the Court to sanction the Scheme pursuant to section 899 of the
Companies Act, and any adjournment, postponement or reconvening thereof;
"Scheme"
the proposed scheme of arrangement under Part 26 of the Companies Act between
FD Technologies and the Scheme Shareholders, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed by FD Technologies and Bidco, to implement the Acquisition;
"Scheme
Document"
the document to be sent to FD Technologies Shareholders containing, amongst
other things, the Scheme and the notices convening the Court Meeting and
General Meeting;
"Scheme Record
Time" the
time and date specified in the Scheme Document, expected to be 6.00 p.m.
(London time) on the Business Day immediately before the Effective Date, or
such later date and/or time as Bidco and FD Technologies may agree;
"Scheme
Shareholder"
a holder of Scheme Shares;
"Scheme
Shares"
all FD Technologies Shares which remain in issue at the Scheme Record Time and
are:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but
before the Scheme Voting Record Time; and/or
(c) (if any) issued at or after the Scheme Voting Record Time
but on or before the Scheme Record Time, either on terms that the original or
any subsequent holders thereof shall be bound by the Scheme or in respect of
which such holders are, or shall have agreed in writing to be, so bound,
excluding, in each case, any Excluded Shares at any relevant date or time;
"Scheme Voting Record Time" the date
and time to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting and the General Meeting will be
determined, expected to be 6.00 p.m. (London time) on the day which is two
Business Days before the date of the Court Meeting or, if the Court Meeting
and/or the General Meeting is adjourned, postponed or reconvened, 6.00 p.m.
(London time) on the day which is two Business Days before the date of such
adjourned, postponed or reconvened Meeting;
"Significant
Interest"
in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights or equity share capital (as defined in
section 548 of the Companies Act) of such undertaking;
"Takeover
Code"
City Code on Takeovers and Mergers, as published by the Panel and as amended
from time to time;
"Takeover
Offer"
subject to the consent of the Panel and the terms of the Co-operation
Agreement, should the Acquisition be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by
or on behalf of Bidco to acquire the entire issued and to be issued share
capital of FD Technologies, other than any Excluded Shares, and including
where the context admits, any subsequent revision, variation, extension or
renewal of such offer;
"TA"
TA Associates Management, L.P.;
"TA Fund
XV"
the fund advised by TA known as "TA XV-A, L.P.", and its parallel funds;
"Third
Party"
any relevant central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, or employee representative body;
"Topco"
Kairos Topco Limited, a company incorporated in England and Wales with company
number 16431242;
"Topco
Articles"
the articles of association of Topco;
"Topco
Shares"
the ordinary shares in the capital of Topco ;
"Topco Shareholders' Agreement" the agreement
between the holders of Topco Shares to be entered into on the Effective Date;
"United Kingdom" or "UK"
United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" or "USA" United
States of America, its territories and possessions, any state of the United
States of America, the District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof;
"US Exchange
Act"
United States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder;
"US Securities
Act"
United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder;
"Wider Bidco
Group"
Bidco, TA and its respective subsidiary undertakings, associated undertakings
and any other undertaking (including any body corporate, partnership, joint
venture or firm) in which Bidco and/or all such undertakings (aggregating
their interests) have a Significant Interest; and
"Wider FD Technologies Group" FD
Technologies and its subsidiary undertakings, associated undertakings and any
other undertaking (including any body corporate, partnership, joint venture or
firm) in which FD Technologies and/or all such undertakings (aggregating their
interests) have a Significant Interest.
For the purposes of this Announcement:
1. The terms "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
to them by the Companies Act.
2. All references to "pounds", "pounds Sterling",
"Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
3. All references to "dollars", "$", "USD" and "US
dollars" are to the lawful currency of the United States.
4. All the times referred to in this Announcement are
London times unless otherwise stated.
5. References to the singular include the plural and vice
versa.
6. All references to statutory provisions or law or to any
order or regulation shall be construed as a reference to that provision, law,
order or regulation as extended, modified, replaced or re-enacted from time to
time and all statutory instruments, regulations and orders from time to time
thereunder or deriving validity therefrom.
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